Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 948.7 | ||
Documents Incorporated by Reference | None. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001823593 | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 205,103,184 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 24,000,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | UHY LLP |
Auditor Firm ID | 1195 |
Auditor Location | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 615,386 | $ 1,337,586 |
Short-term investments | 377,312 | 0 |
Accounts receivable, net | 1,377 | 1,599 |
Prepaid expenses and other current assets | 13,477 | 13,995 |
Total current assets | 1,007,552 | 1,353,180 |
Property and equipment, net | 17,083 | 36,053 |
Operating lease right-of-use assets | 44,952 | 0 |
Other assets | 4,692 | 7,090 |
Total assets | 1,074,279 | 1,396,323 |
Current liabilities: | ||
Accounts payable | 9,855 | 4,544 |
Amounts due to joint development partners | 5,753 | 7,394 |
Accrued expenses and other current liabilities | 48,260 | 41,698 |
Short-term debt | 1,645 | 1,524 |
Capital lease liabilities, current | 766 | |
Operating lease liabilities, current | 6,007 | 0 |
Total current liabilities | 71,520 | 55,926 |
Capital lease liabilities, noncurrent | 2,872 | |
Operating lease liabilities, noncurrent | 42,169 | 0 |
Long-term debt | 3,668 | 5,543 |
Other liabilities | 2,441 | 5,004 |
Total liabilities | 119,798 | 69,345 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Common Stock, $0.0001 par value, 4,876,000,000 Class A shares authorized as of December 31, 2021 and 2022; 197,833,195 and 201,707,557 Class A shares issued and outstanding as of December 31, 2021 and 2022, respectively; 24,000,000 Class B shares authorized, issued and outstanding as of December 31, 2021 and 2022, respectively | 22 | 22 |
Additional paid-in capital | 2,567,723 | 2,464,730 |
Accumulated other comprehensive income (loss) | (3,559) | 77 |
Accumulated deficit | (1,609,705) | (1,137,851) |
Total stockholders’ equity | 954,481 | 1,326,978 |
Total liabilities and stockholders’ equity | $ 1,074,279 | $ 1,396,323 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A | ||
Common stock, shares authorized (in shares) | 4,876,000,000 | 4,876,000,000 |
Common stock, shares issued (in shares) | 201,707,557 | 197,833,195 |
Common stock, shares outstanding (in shares) | 201,707,557 | 197,833,195 |
Class B | ||
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares issued (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares outstanding (in shares) | 24,000,000 | 24,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 9,369 | $ 6,261 | $ 1,843 |
Cost of revenue | 19,780 | 12,369 | 5,293 |
Gross loss | (10,411) | (6,108) | (3,450) |
Operating expenses: | |||
Research and development | 351,599 | 287,167 | 132,001 |
Selling, general and administrative | 127,053 | 118,076 | 38,613 |
Total operating expenses | 478,652 | 405,243 | 170,614 |
Loss from operations | (489,063) | (411,351) | (174,064) |
Change in fair value of related party convertible loan | 0 | 0 | (5,556) |
Change in fair value of warrants liability | 0 | (326,900) | 1,816 |
Gain on loan extinguishment | 0 | 4,183 | 0 |
Interest income | 16,906 | 1,563 | 454 |
Other income (expense), net | 112 | (168) | (520) |
Loss before provision for income taxes | (472,045) | (732,673) | (177,870) |
Provision for income taxes | 0 | 0 | 0 |
Net loss | (472,045) | (732,673) | (177,870) |
Accretion of redeemable convertible preferred stock | 0 | (4,135) | (20,959) |
Net loss attributable to common stockholders, basic | (472,045) | (736,808) | (198,829) |
Net loss attributable to common stockholders, diluted | $ (472,045) | $ (736,808) | $ (198,829) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (2.11) | $ (4.36) | $ (3.37) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (2.11) | $ (4.36) | $ (3.37) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 224,164,514 | 169,080,392 | 58,929,271 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 224,164,514 | 169,080,392 | 58,929,271 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (472,045) | $ (732,673) | $ (177,870) |
Other comprehensive income (loss), net of tax: | |||
Unrealized net loss on available-for-sale securities | (2,298) | 0 | 0 |
Foreign currency translation adjustment | (1,338) | 378 | 401 |
Comprehensive loss | $ (475,681) | $ (732,295) | $ (177,469) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Initial Public Offering | Private Placement | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Initial 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) Cumulative Effect, Period of Adoption, Adjustment | 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 Stock Initial Public Offering | Total Tusimple Holdings, Inc. Stockholders' Equity (Deficit) Series D-1 Convertible Preferred Shares | Common Stock | Common Stock Initial Public Offering | Common Stock Private Placement | Common Stock Redeemable Convertible Preferred Stock Initial Public Offering | Additional Paid-in Capital | Additional Paid-in Capital Initial Public Offering | Additional Paid-in Capital Private Placement | Additional Paid-in Capital Redeemable Convertible Preferred Stock Initial Public Offering | Additional Paid-in Capital Series D-1 Convertible Preferred Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2019 | 74,939,388 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 293,736 | ||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 664,791 | ||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 56,516,425 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | (219,414) | $ (219,370) | $ 6 | $ 0 | $ (658) | $ (218,718) | $ (44) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | (394) | $ (394) | $ (394) | $ (394) | |||||||||||||||||||||||||
Issuance of ordinary shares from exercise of options (in shares) | 2,127,232 | ||||||||||||||||||||||||||||
Issuance of restricted ordinary shares (in shares) | 1,899,680 | ||||||||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | (20,959) | (20,959) | (12,369) | (8,590) | |||||||||||||||||||||||||
Share-based compensation | 12,763 | 12,763 | 12,763 | ||||||||||||||||||||||||||
Acquisition of noncontrolling interest in subsidiary | 0 | (44) | (44) | 44 | |||||||||||||||||||||||||
Unrealized net loss on available-for-sale securities | 0 | ||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | $ 0 | ||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | (4,135) | (4,135) | (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 | $ 1,282,916 | $ 12 | $ 1,282,904 | |||||||||||||||||||||||||
Issuance of common stock (in shares) | 27,027,027 | 874,999 | |||||||||||||||||||||||||||
Issuance of common stock | $ 1,027,374 | $ 35,000 | $ 1,027,374 | $ 35,000 | $ 3 | $ 1,027,371 | $ 35,000 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Share-based compensation | 122,596 | 122,596 | 122,596 | ||||||||||||||||||||||||||
Unrealized net loss on available-for-sale securities | 0 | ||||||||||||||||||||||||||||
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 | $ 191 | 1,326,978 | $ 191 | $ 22 | 2,464,730 | 77 | (1,137,851) | $ 191 | 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | ||||||||||||||||||||||||||||
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares | $ 0 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | 0 | ||||||||||||||||||||||||||||
Issuance of ordinary shares from exercise of options (in shares) | 980,696 | ||||||||||||||||||||||||||||
Issuance of common stock from exercise of options | 1,872 | 1,872 | 1,872 | ||||||||||||||||||||||||||
Issuance of common stock related to release of RSUs and SVAs (in shares) | 2,643,835 | ||||||||||||||||||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 249,831 | ||||||||||||||||||||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 2,286 | 2,286 | 2,286 | ||||||||||||||||||||||||||
Vesting of early exercised stock options | 168 | 168 | 168 | ||||||||||||||||||||||||||
Share-based compensation | 98,667 | 98,667 | 98,667 | ||||||||||||||||||||||||||
Unrealized net loss on available-for-sale securities | (2,298) | (2,298) | (2,298) | ||||||||||||||||||||||||||
Foreign currency translation adjustment | (1,338) | (1,338) | (1,338) | ||||||||||||||||||||||||||
Net loss | (472,045) | (472,045) | (472,045) | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 225,707,557 | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 954,481 | $ 954,481 | $ 22 | $ 2,567,723 | $ (3,559) | $ (1,609,705) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (472,045) | $ (732,673) | $ (177,870) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Share-based compensation | 98,667 | 122,596 | 12,763 |
Depreciation and amortization | 27,555 | 9,450 | 7,683 |
Noncash operating lease expense | 5,353 | 0 | 0 |
Accretion of discount on short-term investments, net | (1,819) | 0 | 0 |
Impairment of long-lived assets | 1,987 | 0 | 0 |
Non-cash research and development expense | 0 | 0 | 32,325 |
Change in fair value of related party convertible loan | 0 | 0 | 5,556 |
Change in fair value of warrants liability | 0 | 326,900 | (1,816) |
Gain on loan extinguishment | 0 | (4,183) | 0 |
Other adjustments | 126 | 23 | 169 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (213) | (497) | (1,004) |
Prepaid expenses and other current assets | 2,140 | (10,209) | 274 |
Other assets | 2,618 | (1,777) | (682) |
Accounts payable | 6,487 | (181) | 4,196 |
Amounts due to related parties | 0 | 0 | (205) |
Amounts due to joint development partners | (1,641) | 6,039 | 1,355 |
Accrued expenses and other current liabilities | 6,016 | 25,486 | 13,112 |
Operating lease liabilities | (4,875) | 0 | 0 |
Other liabilities | (221) | (7) | 296 |
Net cash used in operating activities | (329,865) | (259,033) | (103,848) |
Cash flows from investing activities: | |||
Repayments from advances to related parties | 0 | 0 | 8 |
Purchases of short-term investments | (398,701) | 0 | 0 |
Proceeds from maturities of short-term investments | 19,908 | 0 | 0 |
Purchases of property and equipment | (13,604) | (13,321) | (4,303) |
Proceeds from disposal of property and equipment | 520 | 100 | 189 |
Purchases of intangible assets | (296) | (416) | (306) |
Net cash used in investing activities | (392,173) | (13,637) | (4,412) |
Cash flows from financing activities: | |||
Proceeds from issuance of redeemable convertible preferred stock | 0 | 54,693 | 291,646 |
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | 2,286 | 0 | 0 |
Proceeds from exercise of warrants for redeemable convertible preferred stock | 0 | 183,007 | 2,500 |
Proceeds from issuance of related party convertible loan | 0 | 0 | 50,000 |
Proceeds from issuance of warrants | 0 | 0 | 11,943 |
Proceeds from exercised stock options | 1,872 | 1,163 | 0 |
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 0 | 1,030,965 | 0 |
Proceeds from issuance of common stock related to private placement | 0 | 35,000 | 0 |
Proceeds from related party loan | 0 | 0 | 5,000 |
Proceeds from loans | 0 | 0 | 4,134 |
Return of guarantee deposit on related party loan | 0 | 3,715 | 0 |
Principal payments on related party loan | 0 | (4,398) | (7,900) |
Payment of third-party costs in connection with initial public offering | 0 | (3,591) | 0 |
Principal payments on capital and finance lease obligations | (783) | (713) | |
Principal payments on capital and finance lease obligations | (1,252) | ||
Principal payments on loans | (1,512) | (620) | (115) |
Net cash provided by financing activities | 1,394 | 1,299,151 | 356,495 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (983) | 260 | 6 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (721,627) | 1,026,741 | 248,241 |
Cash, cash equivalents and restricted cash at beginning of period | 1,339,092 | 312,351 | 64,110 |
Cash, cash equivalents and restricted cash at end of period | 617,465 | 1,339,092 | 312,351 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets: | |||
Cash and cash equivalents | 615,386 | 1,337,586 | 310,815 |
Restricted cash included in prepaid expenses and other current assets | 2,079 | 1,506 | 1,536 |
Total cash, cash equivalents and restricted cash | 617,465 | 1,339,092 | 312,351 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 876 | 786 | 1,177 |
Supplemental schedule of non-cash investing and financing activities: | |||
Acquisitions of property and equipment included in liabilities | 3,275 | 10,542 | 2,765 |
Accretion of redeemable convertible preferred stock | 0 | 4,135 | 20,959 |
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | 0 | 0 | 394 |
Cashless exercise of share options for common stock | 0 | 0 | 975 |
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares | 0 | 0 | 55,556 |
Vesting of early exercised stock options | 168 | 84 | 0 |
Exercise of liability-classified warrants | 0 | 369,352 | 0 |
Conversion of redeemable convertible preferred stock into common stock upon initial public offering | $ 0 | $ 1,282,916 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business TuSimple Holdings Inc. (“TuSimple” or the “Company”) is a global autonomous driving technology company headquartered in San Diego, California, with operations in the United States ("U.S.") and Asia-Pacific region ("APAC"). Founded in 2015, TuSimple is working to revolutionize the global truck freight market by developing proprietary technologies that enable the scaled development and deployment of autonomous freight transportation. 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 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 U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding financial reporting. The 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, the incremental borrowing rate ("IBR") used in the measurement of right-of-use lease assets and lease liabilities, fair values of investments and other financial instruments (including measurement of credit or impairment losses), and the fair value of equipment under finance 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 money market funds, commercial paper, and U.S. government and agency securities, 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, customer deposits, 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, short-term investments, accounts receivable, accounts payable, amounts due to joint development partners, accrued expenses, and short-term and long-term debt. The estimated fair value of cash equivalents, accounts receivable, accounts payable, amounts due to joint development partners, accrued expenses, and short-term debt approximates their carrying value due to their short-term nature. Refer to Note 3. Investments and Fair Value Measurements for further information. Accounts Receivable, Net Accounts receivable are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting Standards Update No. 2016-13 “Financial Instruments—Credit Losses" (“ASC 326”) , the Company measures its allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and, as needed, amounts are written-off when determined to be uncollectible. As of December 31, 2021 and 2022 the allowance for credit losses was immaterial. Investments Debt Securities Accounting for the Company's debt securities is based on the legal form of the security, the Company's intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as available-for-sale and are initially recorded at fair value. Investments in debt securities include commercial paper, U.S. treasury securities, U.S. government agency securities, and corporate debt securities. Subsequent changes in fair value of available-for-sale debt securities are recorded in other comprehensive income (loss), net of tax. Interest on these debt securities and amortization of premiums and accretion of discounts are included in interest income on the consolidated statements of operations. The Company considers its debt securities as available for use in current operations, including those with maturity dates beyond one year, and, therefore, classifies these securities as short-term investments on the consolidated balance sheets. The Company accounts for credit losses on available-for-sale debt securities in accordance with ASC 326. At each reporting period, the Company evaluates its available-for-sale debt securities at the individual security level to determine whether there is a decline in the fair value below its amortized cost basis (an impairment). In circumstances where the Company intends to sell, or is more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security’s amortized cost. In circumstances where neither condition exists, the Company then evaluates whether a decline is due to credit-related factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes in the credit quality of the underlying loan obligors, credit ratings actions, as well as other factors. If the Company's assessment indicates that a credit loss exists, the credit loss is measured based on the Company's best estimate of the expected cash flows of the security discounted at the security’s effective interest rate compared to the amortized cost basis of the security. A credit-related impairment is limited to the difference between fair value and amortized cost, and recognized as an allowance for credit losses on the consolidated balance sheet with a corresponding adjustment to net income (loss). Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss), net of tax. Improvements in expected cash flows due to improvements in credit are recognized through a reversal of the credit loss and corresponding reduction in the allowance for credit losses. Write-offs of available-for-sale debt securities, which may be full or partial write-offs, are deducted from the allowance for credit losses and recorded in the period in which the securities are deemed uncollectible. The Company does not measure an allowance for credit losses on accrued interest receivable balances on available-for-sale debt securities as these balances are written-off in a timely manner. Write-offs of accrued interest receivable balances are recorded as a reduction to interest income. There were no write-offs of accrued interest during the year ended December 31, 2022. Accrued interest excluded from the amortized cost of debt securities totaled $1.8 million as of December 31, 2022, and is reported within prepaid expenses and other current assets 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 are 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 5-7 years Leasehold improvements Shorter of lease term or estimated useful life of the asset Buildings 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 finance lease are amortized in a manner consistent with the Company’s depreciation policy for owned assets if the lease transfers ownership to the Company at the end of the lease term or contains a bargain purchase option. Otherwise, assets acquired under a finance 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 sheets. 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, 2021 and 2022, 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. For the year ended December 31, 2022 , the Company recorded an impairment charge of $2.0 million to long-lived assets in connection with restructuring activities during the year. Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"), which requires lessees to recognize the rights and obligations created by leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 along with all applicable ASU clarifications and improvements on January 1, 2022, using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and disclosures required under ASC 842 are not provided for periods before January 1, 2022. ASC 842 provides a number of optional practical expedients that companies can elect to apply during the standard's transition. The Company elected the "package of practical expedients," which permits the Company not to reassess under ASC 842 its prior conclusions about lease identification, lease classification, and initial direct costs. The Company determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date, net of lease incentive receivable. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate ("IBR") unless the interest rate implicit in the lease agreement is readily determinable. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. Additionally, for certain leases previously identified as build-to-suit leasing arrangements under legacy accounting, the Company has derecognized those leases pursuant to the transition guidance provided for build-to-suit leases in ASC 842. Such leases have been reassessed as operating leases as of the adoption date under ASC 842, and are included on the consolidated balance sheet as of December 31, 2022. The Company has leases that include one or more options to extend the lease term for up to five years and some of its leases include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included within operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, noncurrent on the Company's consolidated balance sheet as of December 31, 2022. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on the Company's consolidated balance sheet as of December 31, 2022. The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. Adoption of the new lease standard on January 1, 2022 impacted the consolidated financial statements as follows: (i) recognition of ROU assets of $32.9 million and lease liabilities of $35.1 million for operating leases, (ii) derecognition of build-to-suit lease assets and liabilities of $6.5 million and $4.4 million, respectively, with the net impact of $0.2 million recorded to accumulated deficit as of January 1, 2022, and (iii) reclassification of deferred rent and other liability balances of $2.5 million relating to its existing lease arrangements into the ROU asset balance as of January 1, 2022. The standard did not materially impact the consolidated statement of operations or consolidated statement of cash flows. Revenue Recognition The Company earns revenue from the delivery of freight capacity services. Revenue from freight capacity services 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 its contracts with customers, 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 obligation. In the Company's case, its contracts with customers are for the delivery of distinct services within a single contract, such as freight capacity services, and include only one performance obligation. Revenue from freight capacity services 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 Customer 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. Payment Terms Under 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 customer contracts, there are no remaining unsatisfied performance obligations as of December 31, 2022. 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 incurred in development of software to be sold, leased, or otherwise marketed, 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 L4 autonomous driving technology has not been established. Accordingly, the Company charges all such costs to research and development expense in the period incurred. Software development costs for internal use software are subject to capitalization during the application development stage, beginning when a project that will result in additional functionality is approved and ending when the software is put into productive use. Due to the Company's iterative development process and short development cycles, the costs incurred between these stages are not material and are charged to research and development expense as incurred. Research and Development ("R&D") R&D expenses 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 L4 autonomous driving technology, and allocated overhead costs. Research and development costs are expensed as incurred. Selling, General and Administrative ("SG&A") SG&A expenses 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, 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 2021 CEO Performance Award discussed in Note 10. 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 in April 2021, 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 2021 CEO Performance Award with a vesting schedule based on the attainment of both performance and market-based 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 10. Stock-Based Compensation for further information. Market-Based Awards For the 2022 CEO Award with a vesting schedule based on the satisfaction of both time-based service and market-based conditions, the Company determines the grant-date fair value utilizing Monte Carlo simulations and recognizes stock-based compensation expense associated with each tranche over the longer of (i) the expected achievement period for the market milestones and (ii) the explicit time-based service period. Refer to Note 10. 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. Restructuring and Related Charges Costs associated with management-approved restructuring activities consist primarily of employee severance and termination benefits, impairment of long-lived assets (including ROU assets) and write-off of long-lived assets used in the Company's research and development activities. The Company recognizes restructuring and related charges when they are incurred. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Costs associated with the impairment of long-lived assets and ROU assets are accounted for under the long-lived assets accounting guidance or lease accounting guidance. Additionally, the Company wrote-off all existing long-lived assets used in |
Concentrations and Risks
Concentrations and Risks | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations and Risks | Concentrations and Risks Concentration of Credit Risk Cash and cash equivalents and short-term investments are potentially subject to concentrations of credit risk. The Company's investment policy limits the amount of credit exposure with any one financial institution or commercial issuer and sets requirements regarding credit rating and investment maturities to safeguard liquidity and minimize risk. The majority of the Company's cash deposits exceed insured limits and are placed with financial institutions around the world that the Company believes are of high credit quality. The Company has not experienced any material losses related to these concentrations during the years ended December 31, 2020, 2021, and 2022. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Investments Investments on the condensed consolidated balance sheets consisted of the following (in thousands): As of December 31, 2022 Amortized Cost Gross Unrealized Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash and Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,843 $ — $ (86) $ — $ 9,757 $ — $ 9,757 U.S. government agency securities 97,139 34 (521) — 96,652 — 96,652 Commercial paper 138,973 10 (207) — 138,776 25,390 113,386 Corporate debt securities 159,045 55 (1,583) — 157,517 — 157,517 Total $ 405,000 $ 99 $ (2,397) $ — $ 402,702 $ 25,390 $ 377,312 The Company did not hold any investments in debt securities as of December 31, 2021. The fair value and amortized cost of the Company’s debt securities with a stated contractual maturity or redemption date were as follows (in thousands): As of December 31, 2022 Amortized Cost Fair Value Due in one year or less $ 211,919 $ 211,266 Due in one year through five years 193,081 191,436 Total $ 405,000 $ 402,702 The Company purchases investment grade marketable debt securities rated by nationally recognized statistical credit rating organizations in accordance with its investment policy, which is designed to minimize the Company's exposure to credit losses. The Company regularly reviews its investment portfolios to determine if any investment is impaired due to changes in credit risk or other potential valuation concerns. As of December 31, 2022, investments in an unrealized loss position for which an allowance for credit losses have not been recognized had an aggregate fair value of $342.4 million. None of these investments were in a continuous unrealized loss position for more than twelve months. The Company does not intend to sell these investments until the recovery of their amortized cost basis or maturity and further believes that it is not more-likely-than-not that it will be required to sell these investments. The unrealized losses were primarily related to changes in interest rates, market spreads, and market conditions subsequent to purchase. The Company believes none of these debt securities were impaired due to credit risk or other valuation concerns, and, therefore, did not record a credit loss or an allowance for credit losses. Interest income from cash and cash equivalents and short-term investments was $0.5 million, $1.6 million, and $16.9 million for the years ended December 31, 2020, 2021, and 2022, respectively. 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, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 530,674 $ 530,674 $ — $ — Commercial paper 25,390 — 25,390 — Total cash equivalents $ 556,064 $ 530,674 $ 25,390 $ — Short-term investments: U.S. treasury securities $ 9,757 $ 9,757 $ — $ — U.S. government agency securities 96,652 — 96,652 — Commercial paper 113,386 — 113,386 — Corporate debt securities 157,517 — 157,517 — Total short-term investments $ 377,312 $ 9,757 $ 367,555 $ — Total $ 933,376 $ 540,431 $ 392,945 $ — 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 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, resulting in a loss upon remeasurement of $326.9 million. The warrants exercised by TRATON represented only a portion of the warrants they owned and the unexercised warrants expired as of the exercise date. As of December 31, 2021 and 2022, there were no warrants outstanding. Refer to Note 9. Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) for further information. The Company used the following assumptions in the model: As of February 26, March 19, Discount for lack of marketability — — Fair value of underlying securities $40.00 $40.00 Expected volatility 62.95% 60.85% Expected term (in years) 1.76 0.79 Risk-free interest rate 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, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment as of December 31, 2021 and 2022 were as follows (in thousands): As of December 31, 2021 2022 Electronic equipment $ 12,761 $ 4,385 Office and other equipment 9,423 8,697 Vehicles 21,043 4,046 Leasehold improvements 11,984 12,267 Buildings — 1,841 Construction in progress 5,258 358 Property and equipment, gross 60,469 31,594 Accumulated depreciation and amortization (24,416) (14,511) Property and equipment, net $ 36,053 $ 17,083 Depreciation and amortization expense was $7.7 million and $9.5 million for the years ended December 31, 2020 and 2021, respectively. Depreciation and amortization expense for the year ended December 31, 2022 was $27.6 million, which included write-offs of $16.3 million as a result of restructuring activities during the fourth quarter of 2022. Refer to Note 15. Restructuring and Related Charges for further information. As of December 31, 2021, property and equipment financed under capital leases was $3.3 million, net of accumulated amortization of $2.5 million. As of December 31, 2022, property and equipment under finance leases was $1.6 million, net of accumulated depreciation of $0.9 million. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 and 2022 were as follows (in thousands): As of December 31, 2021 2022 Accrued payroll $ 33,225 $ 35,563 Accrued professional fees 1,938 4,798 Other 6,535 7,899 Accrued expenses and other current liabilities $ 41,698 $ 48,260 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Scania Loan In April 2020, in connection with a 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. 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 ("SBA") 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. Under the PPP, the SBA reserves the right to audit any PPP loan forgiveness application for a period of six years from the date of loan forgiveness. 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 amounts 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, 2022, the current portion of the truck loan principal amount is $1.6 million and the noncurrent portion of the truck loan principal amount is $3.5 million, which are included in short-term debt and the long-term debt in the consolidated balance sheets, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The balances for the operating and finance leases where the Company is the lessee are presented within the consolidated balance sheets as follows (in thousands): As of December 31, 2022 Operating leases: Operating lease right-of-use assets $ 44,952 Operating lease liabilities, current $ 6,007 Operating lease liabilities, noncurrent 42,169 Total operating lease liabilities $ 48,176 Finance leases: Property and equipment, at cost $ 2,465 Accumulated depreciation (882) Property and equipment, net $ 1,583 Accrued expenses and other current liabilities $ 1,116 Other liabilities 2,429 Total finance lease obligations $ 3,545 The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 Operating lease expense: Operating lease expense (1)(2) $ 9,112 Finance lease expense: Amortization of leased assets $ 1,454 Interest on lease liabilities 592 Total finance lease expense $ 2,046 Total lease expense $ 11,158 (1) Includes short-term leases and variable lease costs, which are immaterial. (2) Excludes sublease income, which is immaterial. Other information related to leases where the Company is the lessee is as follows: As of December 31, 2022 Weighted-average remaining lease term: Operating leases 8.5 years Finance leases 2.8 years Weighted-average discount rate: Operating leases 4.4 % Finance leases 11.2 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,768 Operating cash flows from finance leases (interest payments) $ 420 Financing cash flows from finance leases $ 1,252 Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 48,523 Finance lease liabilities $ 11,056 As of December 31, 2022, the maturities of the Company's operating and financing lease liabilities (excluding short-term leases) are as follows (in thousands): Operating Leases Finance Leases 2023 $ 7,649 $ 1,433 2024 7,711 1,430 2025 7,608 1,157 2026 7,818 106 2027 6,884 — Thereafter 21,605 — Total minimum lease payments 59,275 4,126 Less: lease incentives receivable (1) (646) — Less: imputed interest (10,453) (581) Present value of minimum lease payments 48,176 3,545 Less: current portion (6,007) (1,116) Lease obligations, noncurrent $ 42,169 $ 2,429 (1) Lease incentives receivable represent amounts relating to the Company's leasehold improvements that will be paid by the landlord pursuant to lease provisions with relevant landlord. As of December 31, 2022, the Company has additional leases for facilities that have not yet commenced with lease obligations of $0.2 million. These leases will commence in 2023 with lease terms of four Supplemental Information for Comparative Periods Prior to the adoption of ASC 842, future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 were as follows (in thousands): Operating Leases Capital Leases 2022 $ 7,660 $ 1,253 2023 7,891 978 2024 5,126 963 2025 3,435 1,761 2026 3,049 — Thereafter 22,524 — Total minimum lease payments $ 49,685 4,955 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Leases | Leases The balances for the operating and finance leases where the Company is the lessee are presented within the consolidated balance sheets as follows (in thousands): As of December 31, 2022 Operating leases: Operating lease right-of-use assets $ 44,952 Operating lease liabilities, current $ 6,007 Operating lease liabilities, noncurrent 42,169 Total operating lease liabilities $ 48,176 Finance leases: Property and equipment, at cost $ 2,465 Accumulated depreciation (882) Property and equipment, net $ 1,583 Accrued expenses and other current liabilities $ 1,116 Other liabilities 2,429 Total finance lease obligations $ 3,545 The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 Operating lease expense: Operating lease expense (1)(2) $ 9,112 Finance lease expense: Amortization of leased assets $ 1,454 Interest on lease liabilities 592 Total finance lease expense $ 2,046 Total lease expense $ 11,158 (1) Includes short-term leases and variable lease costs, which are immaterial. (2) Excludes sublease income, which is immaterial. Other information related to leases where the Company is the lessee is as follows: As of December 31, 2022 Weighted-average remaining lease term: Operating leases 8.5 years Finance leases 2.8 years Weighted-average discount rate: Operating leases 4.4 % Finance leases 11.2 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,768 Operating cash flows from finance leases (interest payments) $ 420 Financing cash flows from finance leases $ 1,252 Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 48,523 Finance lease liabilities $ 11,056 As of December 31, 2022, the maturities of the Company's operating and financing lease liabilities (excluding short-term leases) are as follows (in thousands): Operating Leases Finance Leases 2023 $ 7,649 $ 1,433 2024 7,711 1,430 2025 7,608 1,157 2026 7,818 106 2027 6,884 — Thereafter 21,605 — Total minimum lease payments 59,275 4,126 Less: lease incentives receivable (1) (646) — Less: imputed interest (10,453) (581) Present value of minimum lease payments 48,176 3,545 Less: current portion (6,007) (1,116) Lease obligations, noncurrent $ 42,169 $ 2,429 (1) Lease incentives receivable represent amounts relating to the Company's leasehold improvements that will be paid by the landlord pursuant to lease provisions with relevant landlord. As of December 31, 2022, the Company has additional leases for facilities that have not yet commenced with lease obligations of $0.2 million. These leases will commence in 2023 with lease terms of four Supplemental Information for Comparative Periods Prior to the adoption of ASC 842, future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 were as follows (in thousands): Operating Leases Capital Leases 2022 $ 7,660 $ 1,253 2023 7,891 978 2024 5,126 963 2025 3,435 1,761 2026 3,049 — Thereafter 22,524 — Total minimum lease payments $ 49,685 4,955 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Joint Development Agreements In July 2020, the Company entered into a Joint Development Agreement (“JDA”) with Navistar under which the parties would work collaboratively to develop a purpose-built L4 autonomous semi-truck. Pursuant to the JDA, the Company agreed 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 amounts due to joint development partners in the accompanying consolidated balance sheets. On December 5, 2022, TuSimple and Navistar announced an end to the co-development under the JDA. Navistar incurred the full $10.0 million of expenses eligible for reimbursement under the JDA as of December 31, 2021. No expenses were incurred under the JDA during the year ended December 31, 2022. Indemnification Obligations The Company has entered into indemnification agreements with its officers, directors, and certain current and former employees, and its certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Additionally, the Company has a limited history of prior indemnification claims, and the payments it has made under such agreements have not had a material adverse effect on its results of operations, cash flows, or financial position. However, to the extent that valid indemnification claims arise in the future, future payments by the Company could be significant and could have a material adverse effect on its results of operations or cash flows in a particular period. Litigation and Legal Proceedings Except as described below, the Company believes it is not presently a party to any litigation the outcome of which, if determined adversely against the Company, would individually or in the aggregate have a material adverse effect on the Company’s business, financial condition, cash flows, or results of operations. Shareholder Securities Litigation On August 31, 2022, a securities class action complaint (the “August 2022 Action”) was filed, in the United States District Court for the Southern District of California, against the Company and certain of its current and former directors and officers (Xiaodi Hou, Mo Chen, Cheng Lu, Patrick Dillon, and James Mullen), and the underwriters who underwrote its IPO, on behalf of a putative class of stockholders who acquired its securities from April 15, 2021 through August 1, 2022. The August 2022 Action is captioned: Dicker v. TuSimple Holdings, Inc. et al., 3:22-cv-01300-JES-MSB (S. D. Cal.) . The complaint filed in the August 2022 Action alleges, among other things, that the Company and certain of its current and former directors and officers violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act by making materially false or misleading statements, or failing to disclose information it was required to disclose, regarding the Company's autonomous driving technology. The complaint seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On November 10, 2022, a second securities class action (the “November 2022 Action”) complaint was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former directors and officers (Xiaodi Hou, Mo Chen, Cheng Lu, Eric Tapia, Patrick Dillon, and James Mullen), and the underwriters who underwrote its IPO, on behalf of a putative class of stockholders who acquired its securities from April 15, 2021 through October 31, 2022. The November 2022 Action was originally captioned: Woldanski v. TuSimple Holdings, Inc., et al. , 1:22-cv-09625-AKH (S.D.N.Y.). The complaint in the November 2022 Action alleges, among other things, that the Company and certain of its current and former directors and officers violated Sections 11, 12(a), and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, by making false or misleading statements, or failing to disclose information it was required to disclose, regarding the Company related party transaction with Hydron and its sharing of confidential information and proprietary technology with Hydron without approval from the Board. The complaint seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. The November 2022 Action has since been transferred to the Southern District of California: Woldanski v. TuSimple Holdings, Inc., et al., 3:23-cv-00282-JES-MSB (S. D. Cal.). On May 3, 2023, the Company made a motion to consolidate the August 2022 Action and the November 2022 Action, which was granted by the Court on July 20, 2023. At this time, the Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, lawsuit, which could be material. The plaintiffs have until October 2, 2023 to file a consolidated and amended complaint. The consolidated and amended complaint, and any future amended complaint, may include additional or alternate allegations regarding liability or alternate or additional claims for relief. Shareholder Derivative Actions On November 28, 2022, a shareholder derivative action was filed in the Delaware Court of Chancery by a stockholder purportedly on behalf of the Company against certain of its current and former directors and officers (Xiaodi Hou, Mo Chen, Brad Buss, Karen Francis, Michelle Sterling, and Reed Warner) alleging, among other things, that certain of the Company’s current and former directors and officers breached their fiduciary duties to the Company in connection with a related party transaction with Hydron: Nusbaum v. Hou et al., 2022-1095-NAC (Del. Ch.) . The shareholder derivative action also alleges breaches of fiduciary duties against certain of the Company’s current and former directors and officers in connection with the restructuring of the Company’s Board. On December 15, 2022, a second shareholder derivative action was filed in the Delaware Court of Chancery by a stockholder purportedly on behalf of the Company against certain of its current and former directors and officers (Xiaodi Hou, Mo Chen, Cheng Lu, Patrick Dillon, Eric Tapia, James Mullen, Brad Buss, Charles Chao, Karen Francis, Michelle Sterling, Reed Werner, and Bonnie Zhang) alleging similar claims to the action filed on November 28, 2022: Young v. Hou et al., 2022-1157-NAC (Del. Ch.) . The second shareholder derivative action additionally asserts, among other things, claims regarding the safety of the Company’s technology and alleged inadequacy of the Company’s internal controls. On March 6, 2023, a third shareholder derivative action was filed in the Delaware Court of Chancery by a stockholder purportedly on behalf of the Company against certain of its current and former directors and officers (Xiaodi Hou, Brad Buss, Mo Chen, Charles Chao, Karen Francis, Wendy Hayes, Cheng Lu, James Lu, Michael Mosier, Michelle Sterling, Reed Werner, and Bonnie Zhang), alleging similar claims to the actions filed on November 28, 2022 and December 15, 2022: Wolfson v. Hou et al., 2023-0279-NAC (Del. Ch.). The stockholder has since purported to voluntarily dismiss her action. On March 29, 2023, the Company made a motion to consolidate all of the above shareholder derivative actions. The Court granted the motion and consolidated the shareholder derivative actions on May 5, 2023. A consolidated complaint was filed on July 24, 2023 against Xiaodi Hou, Mo Chen, Brad Buss, Karen C. Francis, Reed Werner, and Hydron Inc., and TuSimple as nominal defendant, containing substantially the same claims as asserted in the complaint filed in Nusbaum v. Hou et al., 2022-1095-NAC (Del. Ch.). On August 17, 2023, the Delaware Court of Chancery entered an order staying the consolidated action through February 9, 2024 pending an investigation by a special litigation committee formed by the Company’s Board of Directors to assess and determine whether the pursuit of derivative claims asserted in the consolidated action would be in the Company’s best interests. the Board previously delegated to the SLC its authority to take all actions advisable, appropriate, and in the best interests of the Company and its shareholders with respect to the pending shareholder derivative litigation. The Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, lawsuit, which could be material. Regulatory Investigations Committee on Foreign Investments in the United States (“CFIUS”) The Company is cooperating with an inquiry by CFIUS concerning its compliance with the National Security Agreement (“NSA”) entered into with the U.S. government as it relates to information shared by TuSimple U.S. with TuSimple's China-based businesses (“TuSimple China”), Hydron and Hydron’s partners. If CFIUS concludes that information shared with TuSimple China, Hydron and Hydron’s partners was shared in violation of the terms of the NSA or that the removal of our security director from the Board in November 2022 violated the terms of the NSA, it may impose a civil penalty on the Company. At this time, the Company is unable to estimate the likelihood of a negative outcome or the potential loss or range of loss associated with this matter. The Audit Committee, the Government Security Committee of the Board (the "Government Security Committee"), the Board, and the Company are committed to cooperating fully as discussions with CFIUS continue. The Company is unable to estimate the potential loss or range of loss, if any, associated with this, or any similar, investigation, which could be material. Securities and Exchange Commission ("SEC") As disclosed on November 7, 2022, in connection with the filing of the Company’s Current Report on Form 8-K regarding the initial findings of the Audit Committee’s internal investigation into the related party transaction with Hydron, the Company proactively reached out to the SEC and received an initial request for information from the SEC. Since the initial outreach, the Company and certain current and former directors and officers received subpoenas from the SEC requesting the production of Company documents. The Company is unable to estimate the likelihood of a negative outcome or the potential loss or range of loss associated with this matter. The Company has cooperated, and intends to continue to fully cooperate, with the SEC’s investigation. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
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 Total 138,102,770 120,534,419 $ 847,614 $ 1,282,916 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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 April 2021. 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 December 2022, the board of directors and stockholders of the Company approved an amendment (the “2021 Plan Amendment”) to the 2021 Plan, subject to which the Company increased the number of shares of Class A Common Stock reserved for issuance under the 2021 Plan by an additional 13,000,000 shares. Additionally, the 2021 Plan Amendment increases the automatic share increase provision in the event that the aggregate number of shares of Class A Common Stock that are available for issuance under the plan as of the last day of a fiscal year (commencing with the last day of the 2023 fiscal year) is less than five percent (5%) of the company capitalization (as of such date) (the “Automatic Trigger”), then on the first day of each fiscal year of the Company commencing with the fiscal year beginning on January 1, 2024 and continuing for each fiscal year thereafter for the duration of the plan (ending on and including the fiscal year commencing on January 1, 2031), the aggregate number of shares of Class A Common Stock that may be issued under the plan will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the company capitalization on the last day of the immediately preceding fiscal year or (ii) such number of shares of Class A Common Stock as may be determined by the board of directors prior to the date of the automatic increase. Furthermore, the 2021 Plan Amendment provides that in the event that the Automatic Trigger is not attained, the board of directors retains the authority in its sole discretion to, prior to the date that such automatic increase would have occurred had the Automatic Trigger been attained, increase the aggregate number of shares of Class A Common Stock that may be issued under the plan in any such fiscal year (commencing with the fiscal year beginning on January 1, 2024 and continuing for each fiscal year thereafter for the duration of the plan (ending on and including the fiscal year commencing on January 1, 2031)) by up to five percent (5%) of the company capitalization on the last day of the immediately preceding fiscal year as if the Automatic Trigger had been attained in accordance with its terms. 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. During the year ended December 31, 2022, 249,831 shares were purchased under the 2021 ESPP at a weighted-average price of $9.15 per share resulting in cash proceeds of $2.3 million. During the years ended December 31, 2021 and 2022, the Company did not incur significant stock-based compensation expense under the 2021 ESPP. Stock Options A summary of the stock option activities, including the 2021 CEO Performance Award, for the year ended December 31, 2022 is as follows (in thousands, except share amounts, per share amounts, and years): Options Weighted- Weighted- Aggregate Outstanding at December 31, 2021 7,684,778 $ 12.91 9.04 $ 188,722 Exercised (980,696) 1.91 Cancelled/Forfeited (4,080,571) 14.10 Outstanding at December 31, 2022 2,623,511 $ 15.16 6.72 $ 798 Vested and exercisable at December 31, 2022 1,654,756 $ 8.17 6.06 $ 489 The weighted-average grant-date fair values of stock options granted during the years ended December 31, 2020 and 2021 were $3.61 and $27.98 per share, respectively. There were no stock options granted during the year ended December 31, 2022. The aggregate intrinsic value of options exercised during the year ended December 31, 2020, 2021, and 2022 was $3.7 million, $11.1 million, and $11.3 million, respectively. As of December 31, 2022, there was $11.6 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 2.40 years. Upon the closing of the Company’s IPO in April 2021, 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: Year Ended December 31, 2020 2021 2022 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. RSUs The following table summarizes the activity related to RSUs for the year ended December 31, 2022: RSUs Weighted- Unvested and Outstanding at December 31, 2021 5,949,798 $ 46.54 Granted 17,518,282 5.74 Vested (2,495,482) 38.02 Cancelled (3,125,125) 29.18 Unvested and outstanding at December 31, 2022 17,847,473 $ 10.73 Vested and outstanding at December 31, 2022 51,590 $ 45.29 SVAs The following table summarizes the activity related to SVAs for the year ended December 31, 2022: SVAs Weighted- Unvested and Outstanding at December 31, 2021 315,559 $ 5.29 Vested (184,340) 4.67 Cancelled (51,781) 2.97 Unvested and outstanding at December 31, 2022 79,438 $ 8.24 Vested and outstanding at December 31, 2022 — $ — As of December 31, 2022, there was $144.7 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 2.47 years. Upon the closing of the Company’s IPO in April 2021, 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. 2021 CEO Performance Award In March 2021, included in the stock options discussed above, the Company granted 1,150,000 stock option awards to Cheng Lu, its former and current 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 “2021 CEO Performance Award”). In March 2022, the Company underwent a change in CEO and the 2021 CEO Performance Award was cancelled in connection with the separation of Cheng Lu as CEO. As a result, the Company reversed the historical stock-based compensation expense attributable to the 2021 CEO Performance Award of $7.1 million. In connection with the March 2022 separation of Cheng Lu as CEO, a total of 1,850,000 time-based stock options were modified, of which 440,000 were vested as of the modification date. The terms of the modification allowed for continued vesting of the unvested stock options during the twelve-month period following Cheng Lu's separation date on March 3, 2022 ("Transition Period"), subject to the provision of advisory services throughout the Transition Period. Upon the completion of such continuous services, all stock options subject to vesting would become vested and exercisable. Each of the modified stock options, including those vested and outstanding as of the modification date were to remain outstanding and exercisable until the earlier of: (x) the date on which any of the Company's outstanding stock options are terminated in connection with a corporate transaction, (y) the original expiration date applicable to such stock options, and (z) the second anniversary of the date on which the transition services with the Company are terminated. The Company determined the continuous service provisions were in-substance an acceleration of the unvested awards and the incremental cost related to the modified options was recorded immediately upon the separation date. Additionally, 175,000 outstanding and unvested RSUs were accelerated in full as of Cheng Lu's separation date. As a result of these modifications, the Company recorded incremental stock compensation expense of $13.9 million during the year ended December 31, 2022. 2022 CEO Awards In November 2022, Cheng Lu was reappointed as the Company's CEO. In connection with the re-appointment, on December 14, 2022, the Company granted Cheng Lu 3,425,000 RSUs that vest annually over a period of four years and 3,425,000 RSUs that vest annually over a period of four years upon the attainment of market-based milestones (together the “2022 CEO Awards”). The market-based vesting requirements will be satisfied if the Company’s average closing price over a 60-day trailing period exceeds certain thresholds at any time on or before November 10, 2026, as follows: (a) 33% of the units of stock will vest if such average closing price equals or exceeds $10.00, (b) 33% of the units of stock will vest if such average closing price equals or exceeds $15.00, and (c) 33% of the units of stock will vest if such average closing price equals or exceeds $20.00. The 2022 CEO Awards were granted in exchange for the cancellation and forfeiture of Cheng Lu's 1,850,000 outstanding stock options (inclusive of the 2021 CEO Performance Award, as discussed above). During the year ended December 31, 2022, the Company did not recognize significant stock-based compensation expense for the 2022 CEO Awards. As of December 31, 2022, there was a total of $8.9 million of unrecognized stock-based compensation expense, which will be recognized over a weighted-average service period of 3.51 years. 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. All of the shares were vested as of December 31, 2021 with the related compensation expense recorded as selling, general and administrative expense within the Consolidated Statements of Operations. Stock-based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Year Ended December 31, 2020 2021 2022 Research and development $ 917 $ 71,201 $ 75,260 Selling, general and administrative 11,846 51,395 23,407 Total stock-based compensation expense $ 12,763 $ 122,596 $ 98,667 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2021 2022 U.S. $ (95,000) $ (673,941) $ (389,462) Cayman Islands (50,358) — — Foreign (32,512) (58,732) (82,583) Loss before provision for income taxes $ (177,870) $ (732,673) $ (472,045) The current and deferred provision for income taxes for the years ended December 31, 2020, 2021, and 2022 by the Company's applicable jurisdictions (i.e., U.S., Cayman Islands, and Foreign) is $0 for all years. 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, becoming a Delaware corporation and no longer subject to the laws of the Cayman Islands (the "Domestication"). 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): Year Ended December 31, 2020 2021 2022 Tax at statutory rate $ — $ (153,862) $ (99,129) State and local taxes (net of federal tax benefit) — (3,531) (3,011) Tax rate change — 11,317 — Change in valuation allowances 38,984 99,129 109,041 Foreign tax rate differential (30,633) 2,354 3,489 Research and development tax credits (8,874) (15,465) (25,341) Warrant fair market value adjustment — 68,649 — Section 162(m) limitation - officers compensation — 6,672 2,005 Uncertain tax position reserves 364 1,800 3,185 Stock-based compensation (354) (16,344) 14,285 Other 513 (719) (4,524) Total $ — $ — $ — The effective tax rate for 2020, 2021, and 2022 was 0%, primarily due to the valuation allowances recorded on U.S. 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, 2022 was $9.8 million. If recognized in the future, $8.5 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, 2020 2021 2022 Unrecognized tax benefit, beginning of year $ 4,029 $ 4,766 $ 6,900 Decreases related to prior year tax positions — — (538) Increases related to current year tax positions 737 2,134 3,453 Unrecognized tax benefit, end of year $ 4,766 $ 6,900 $ 9,815 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, 2020, 2021, and 2022 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): As of December 31, 2021 2022 Deferred tax assets: Net operating loss carryforwards $ 155,088 $ 196,670 Tax credit carryforwards 18,769 35,032 Lease liability 797 7,205 Stock-based compensation 8,887 6,404 Fixed assets and intangible assets — 1,372 Capitalized research expenses — 44,801 Other 2,479 4,748 Gross deferred tax assets 186,020 296,232 Valuation allowance (184,892) (289,901) Net deferred tax assets 1,128 6,331 Deferred tax liabilities: Property, plant and equipment 395 — Capital lease assets 733 6,331 Net deferred tax liabilities 1,128 6,331 Net deferred tax asset/(liability) $ — $ — As of December 31, 2022, the Company had accumulated federal and state net operating loss carryforwards of $659.3 million and $249.3 million, respectively. Of the $659.3 million of federal net operating losses ("NOL"), $652.3 million is carried forward indefinitely and $7 million of NOL will expire in 2037. The $249.3 million of state net operating loss carryforwards will begin to expire in 2037 and $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, 2022, the Company had foreign net operating loss carryforwards of $301.7 million that begin to expire between 2023 and 2032. As of December 31, 2022, the Company had a U.S. federal and state research and development tax credit carryforward resulting in a deferred tax asset of $44.9 million, of which $32.6 million will expire between 2035 and 2042 and $12.3 million does not expire. The Company recorded a valuation allowance to reflect the estimated amount of certain U.S. federal and state, and other local jurisdictions' deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors including the Company's operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods. The net change in total valuation allowance for the years ended December 31, 2021 and 2022 was an increase of $100.0 million and an increase of $105.0 million, respectively. The 2021 and 2022 valuation allowance increases were both driven primarily by U.S. federal and state, and other local jurisdictions' NOL carryforwards that are not expected on a more likely than not basis to be realized. 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, 2022 | |
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, 2020 2021 2022 Numerator: Net loss $ (177,870) $ (732,673) $ (472,045) Less: Accretion of redeemable convertible preferred stock (20,959) (4,135) — Net loss attributable to common stockholders, basic and diluted $ (198,829) $ (736,808) $ (472,045) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 58,929,271 169,080,392 224,164,514 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (3.37) $ (4.36) $ (2.11) 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, 2020 2021 2022 Redeemable convertible preferred stock 102,074,703 — — Options to purchase common stock 13,295,497 7,684,778 2,623,511 RSUs subject to future vesting 1,100,000 5,949,798 17,847,473 SVAs subject to future vesting 3,653,146 315,559 79,438 Redeemable convertible preferred stock warrants 16,459,024 — — Early exercised options subject to future vesting — 40,000 — Common stock contingently issuable under ESPP — 31,514 439,415 Total 136,582,370 14,021,649 20,989,837 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Segment Information The primary segment performance measure used by the CODM is Adjusted EBITDA, which is defined as loss from operations, adjusted to exclude depreciation and amortization, stock-based compensation expense, non-recurring restructuring expenses, and finance lease interest expense included within cost of sales. The CODM does not evaluate operating segments using asset information and, accordingly, the Company does not disclose the asset information by segment. The following table provides information about the Company's segments and a reconciliation of total segment Adjusted EBITDA to consolidated loss before provision for income taxes (in thousands): Years Ended December 31, 2020 2021 2022 Segment Adjusted EBITDA: U.S. $ (124,314) $ (220,370) $ (259,109) APAC (28,971) (58,517) (89,544) Total Segment Adjusted EBITDA (153,285) (278,887) (348,653) Reconciling items: Stock-based compensation expense (1) (12,763) (122,596) (101,718) Depreciation and amortization (1) (7,683) (9,450) (11,264) Restructuring expenses — — (26,855) Interest expense included within cost of sales (333) (418) (573) Loss from operations (174,064) (411,351) (489,063) Change in fair value of related party convertible loan (5,556) — — Change in fair value of warrants liability 1,816 (326,900) — Gain on loan extinguishment — 4,183 — Interest income 454 1,563 16,906 Other income (expense), net (520) (168) 112 Loss before provision for income taxes $ (177,870) $ (732,673) $ (472,045) (1) Excludes amounts related to restructuring events, which are reflected in the "Restructuring expenses" line item. Geographic Information The following table presents long-lived assets, net by geographic area (in thousands): As of December 31, 2021 2022 U.S. 28,345 42,047 APAC 7,708 19,988 Total long-lived assets, net (1) 36,053 62,035 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the year ended December 31, 2021, the Company paid off all of its outstanding related-party loans, including short-term, unsecured, interest free loans 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 received the refund of the guarantee deposit of $3.7 million paid to Sina Corporation in connection with the loans borrowed by the Company from Jinzhuo Hengbang. As previously disclosed by the Company in its Current Report on Form 8-K filed on October 31, 2022, based on information obtained in connection with an ongoing internal investigation by the Audit Committee of the Company's Board (the “Audit Committee”), during 2021, Company employees spent paid hours working on matters for Hydron Inc. (“Hydron”) and such paid hours had an estimated value of less than $300,000. The Company also believes that during 2022, in connection with its evaluation of Hydron as a potential OEM partner, the Company shared confidential information with Hydron and its partners before entering into relevant non-disclosure and other cooperation agreements. After the information was disclosed, the Company entered into a non-disclosure agreement with Hydron that covered the information. Mr. Mo Chen, one of the Company’s co-founders and current Executive Chairman, is a founder, director, and chief executive officer of Hydron and he has an equity interest in the Company of greater than 10%. This related party transaction and the evaluation of Hydron as a potential OEM partner was not presented to, or approved by, the Audit Committee as required by Company policies. |
Restructuring and Related Charg
Restructuring and Related Charges | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | Restructuring and Related Charges On December 15, 2022, the Board authorized a broad restructuring plan to rebalance the Company's cost structure in alignment with its strategic priorities (the "Restructuring Plan"). In connection with the Restructuring Plan, the Company incurred costs consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits and related costs, as well as non-cash charges of certain non-current assets. The following tables present restructuring and related charges associated with the Restructuring Plan, by line item on the consolidated statement of operations (in thousands): Year Ended December 31, 2022 Research and development $ 23,864 Selling, general and administrative 2,991 Total restructuring and related cost $ 26,855 The following table provides the components of and changes in the accrued restructuring and related charges during the year ended December 31, 2022 (in thousands): Severance and Other Termination Benefits Long-Lived Asset Costs (1) Stock-based Compensation (2) Total Balance as of December 31, 2021 $ — $ — $ — $ — Charges 11,759 18,147 (3,051) 26,855 Cash payments (1,568) — — (1,568) Non-cash adjustments — (18,147) 3,051 (15,096) Balance as of December 31, 2022 $ 10,191 $ — $ — $ 10,191 (1) Primarily related to the impairment or write-off of property plant and equipment and finance lease ROU assets. (2) Related to reversal of stock-based compensation expense due to modification of equity awards. Restructuring and related charges incurred by segment were as follows: Year Ended December 31, 2022 U.S. $ 19,921 APAC 6,934 Total restructuring and related cost $ 26,855 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Nasdaq In May 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company not having timely filed its Quarterly Report on Form 10-Q for the period ended September 30, 2022, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Quarterly Report on Form 10-Q for the period ended March 31, 2023, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) and Nasdaq has determined to deny the Company’s request for continued listing on Nasdaq. The Company requested, and Nasdaq granted, a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal Nasdaq's delisting determination. On June 22, 2023, the Company appeared before the Panel and, on July 6, 2023, the Company received a notice from Nasdaq indicating that based on the plan of compliance presented by the Company at its hearing, the Panel has granted the Company’s request for continued listing on Nasdaq. The Panel has granted the Company an extension until September 30, 2023 (the “Compliance Date”) to file with the SEC its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 and its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (the “Delayed Reports”), subject to specified deadlines for each Delayed Report. On July 17, 2023, the Company filed with the SEC its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022. The Company intends to file the other Delayed Reports as soon as practicable and on or before the Compliance Date. Restructuring On May 16, 2023, the Board authorized an additional restructuring plan to further align the Company’s cost structure with its strategic priorities resulting in an additional reduction in the Company’s workforce by approximately 300 employees (the “Additional Restructuring Plan”). Following the Additional Restructuring Plan, the Company’s global full-time employees (“FTEs”) are approximately 750 FTEs, including approximately 250 FTEs in the U.S. operations. The Company estimates that it will incur one-time charges of approximately $7.0 million to $9.0 million in connection with the Additional Restructuring Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits and related costs, as well as non-cash charges of certain non-current assets. The foregoing estimates of the charges the Company expects to incur under the Additional Restructuring Plan are subject to assumptions and actual charges may differ from such estimates. Strategic Alternatives On June 28, 2023, the Company announced that it is evaluating strategic alternatives for its U.S.-based business and engaged Perella Weinberg Partners as a financial advisor to explore possible transactions. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business TuSimple Holdings Inc. (“TuSimple” or the “Company”) is a global autonomous driving technology company headquartered in San Diego, California, with operations in the United States ("U.S.") and Asia-Pacific region ("APAC"). Founded in 2015, TuSimple is working to revolutionize the global truck freight market by developing proprietary technologies that enable the scaled development and deployment of autonomous freight transportation. |
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 U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding financial reporting. The 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, the incremental borrowing rate ("IBR") used in the measurement of right-of-use lease assets and lease liabilities, fair values of investments and other financial instruments (including measurement of credit or impairment losses), and the fair value of equipment under finance 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 money market funds, commercial paper, and U.S. government and agency securities, 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, customer deposits, 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 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, short-term investments, accounts receivable, accounts payable, amounts due to joint development partners, accrued expenses, and short-term and long-term debt. The estimated fair value of cash equivalents, accounts receivable, accounts payable, amounts due to joint development partners, accrued expenses, and short-term debt approximates their carrying value due to their short-term nature. Refer to Note 3. Investments and Fair Value Measurements for further information. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting Standards Update No. 2016-13 “Financial Instruments—Credit Losses" (“ASC 326”) |
Investments | Investments Debt Securities Accounting for the Company's debt securities is based on the legal form of the security, the Company's intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as available-for-sale and are initially recorded at fair value. Investments in debt securities include commercial paper, U.S. treasury securities, U.S. government agency securities, and corporate debt securities. Subsequent changes in fair value of available-for-sale debt securities are recorded in other comprehensive income (loss), net of tax. Interest on these debt securities and amortization of premiums and accretion of discounts are included in interest income on the consolidated statements of operations. The Company considers its debt securities as available for use in current operations, including those with maturity dates beyond one year, and, therefore, classifies these securities as short-term investments on the consolidated balance sheets. The Company accounts for credit losses on available-for-sale debt securities in accordance with ASC 326. At each reporting period, the Company evaluates its available-for-sale debt securities at the individual security level to determine whether there is a decline in the fair value below its amortized cost basis (an impairment). In circumstances where the Company intends to sell, or is more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security’s amortized cost. In circumstances where neither condition exists, the Company then evaluates whether a decline is due to credit-related factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes in the credit quality of the underlying loan obligors, credit ratings actions, as well as other factors. If the Company's assessment indicates that a credit loss exists, the credit loss is measured based on the Company's best estimate of the expected cash flows of the security discounted at the security’s effective interest rate compared to the amortized cost basis of the security. A credit-related impairment is limited to the difference between fair value and amortized cost, and recognized as an allowance for credit losses on the consolidated balance sheet with a corresponding adjustment to net income (loss). Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss), net of tax. Improvements in expected cash flows due to improvements in credit are recognized through a reversal of the credit loss and corresponding reduction in the allowance for credit losses. Write-offs of available-for-sale debt securities, which may be full or partial write-offs, are deducted from the allowance for credit losses and recorded in the period in which the securities are deemed uncollectible. prepaid expenses and other current assets |
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 are 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 5-7 years Leasehold improvements Shorter of lease term or estimated useful life of the asset Buildings 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 finance lease are amortized in a manner consistent with the Company’s depreciation policy for owned assets if the lease transfers ownership to the Company at the end of the lease term or contains a bargain purchase option. Otherwise, assets acquired under a finance 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 sheets. 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, 2021 and 2022, 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. For the year ended December 31, 2022 |
Leases | Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"), which requires lessees to recognize the rights and obligations created by leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 along with all applicable ASU clarifications and improvements on January 1, 2022, using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and disclosures required under ASC 842 are not provided for periods before January 1, 2022. ASC 842 provides a number of optional practical expedients that companies can elect to apply during the standard's transition. The Company elected the "package of practical expedients," which permits the Company not to reassess under ASC 842 its prior conclusions about lease identification, lease classification, and initial direct costs. The Company determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date, net of lease incentive receivable. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate ("IBR") unless the interest rate implicit in the lease agreement is readily determinable. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. Additionally, for certain leases previously identified as build-to-suit leasing arrangements under legacy accounting, the Company has derecognized those leases pursuant to the transition guidance provided for build-to-suit leases in ASC 842. Such leases have been reassessed as operating leases as of the adoption date under ASC 842, and are included on the consolidated balance sheet as of December 31, 2022. The Company has leases that include one or more options to extend the lease term for up to five years and some of its leases include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included within operating lease ROU assets, operating lease liabilities, current, and operating lease liabilities, noncurrent on the Company's consolidated balance sheet as of December 31, 2022. Finance leases are included in property and equipment, net, accrued expenses and other current liabilities, and other liabilities on the Company's consolidated balance sheet as of December 31, 2022. The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. |
Revenue Recognition | Revenue Recognition The Company earns revenue from the delivery of freight capacity services. Revenue from freight capacity services 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 its contracts with customers, 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 obligation. In the Company's case, its contracts with customers are for the delivery of distinct services within a single contract, such as freight capacity services, and include only one performance obligation. Revenue from freight capacity services 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 Customer 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. Payment Terms Under 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 incurred in development of software to be sold, leased, or otherwise marketed, 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 L4 autonomous driving technology has not been established. Accordingly, the Company charges all such costs to research and development expense in the period incurred. |
Research and Development ("R&D") | Research and Development ("R&D")R&D expenses 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 L4 autonomous driving technology, and allocated overhead costs. Research and development costs are expensed as incurred. |
Selling, General and Administrative (SG&A) | Selling, General and Administrative ("SG&A") SG&A expenses 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, 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 AwardsFor 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 2021 CEO Performance Award discussed in Note 10. 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 in April 2021, 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. |
Market-Based Awards | Market-Based Awards For the 2022 CEO Award with a vesting schedule based on the satisfaction of both time-based service and market-based conditions, the Company determines the grant-date fair value utilizing Monte Carlo simulations and recognizes stock-based compensation expense associated with each tranche over the longer of (i) the expected achievement period for the market milestones and (ii) the explicit time-based service period. Refer to Note 10. 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. |
Restructuring and Related Charges | Restructuring and Related Charges Costs associated with management-approved restructuring activities consist primarily of employee severance and termination benefits, impairment of long-lived assets (including ROU assets) and write-off of long-lived assets used in the Company's research and development activities. The Company recognizes restructuring and related charges when they are incurred. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Costs associated with the impairment of long-lived assets and ROU assets are accounted for under the long-lived assets accounting guidance or lease accounting guidance. Additionally, the Company wrote-off all existing long-lived assets used in the Company's research and development as of December 31, 2022, as they no longer meet the criteria for capitalization subsequent to the restructuring. Restructuring and related charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within accrued expenses and other liabilities on the consolidated balance sheets. |
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 operates in various tax jurisdictions and is subject to audit by tax authorities. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. |
Foreign Currency | Foreign CurrencyThe 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 LossComprehensive 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 determines its reportable segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. In connection with the changes in the Company's management and the restructuring activities that occurred during the fourth quarter of fiscal year 2022, effective December 31, 2022, the Company determined that its CODM is the Chief Executive Officer, and identified two reportable segments: U.S. and APAC. These segments represent the components of the Company for which separate financial information is available that is utilized on a regular basis by the CODM in assessing segment performance and in allocating the Company's resources. Prior to the change in segments, the Company operated with one reportable segment, as the CODM, which was a management committee comprised of senior executives, allocated resources and assessed performance based upon consolidated financial information. Prior year comparable period segment disclosures have been restated to conform to the current year presentation. See Note 13. Segment and Geographic Information for additional details. |
Commitments and Contingencies | Commitments and ContingenciesIn 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. See Note 8. Commitments and Contingencies for additional details. |
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. Sales and marketing expense and general and administrative expense have been reclassified to selling, general and administrative expense . Interest income has been reclassified from other income (expense), net to interest income. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases , to require lessees to recognize all leases, with limited exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to legacy lease accounting, ASC 840. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842 , ASU No. 2018-11, Targeted Improvements , ASU No. 2018-20, Narrow-Scope Improvements for Lessors , and ASU 2019-01, Codification Improvements , to clarify and amend the guidance in ASU No. 2016-02. As disclosed above, the Company adopted the ASUs on January 1, 2022 on a modified retrospective basis. 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, 2020-02, 2020-03 and 2022-02 (collectively, “Topic 326”). Topic 326 requires entities to utilize a new impairment model known as the current expected credit loss (“CECL”) model for certain financial assets held at each reporting date. The CECL model requires entities to estimate lifetime “expected credit loss” amounts and record them as 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. The guidance also amends the impairment model for available for sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. The Company adopted the updates for the year ended December 31, 2022 with no material impact 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. The Company adopted the updates for the year ended December 31, 2022 with no material impact on its consolidated financial statements. In October 2020, the FASB issue ASU No. 2020-10, Codification Improvements , which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted the updates as of January 1, 2022 with no material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization are 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 5-7 years Leasehold improvements Shorter of lease term or estimated useful life of the asset Buildings Shorter of lease term or estimated useful life of the asset Property and equipment as of December 31, 2021 and 2022 were as follows (in thousands): As of December 31, 2021 2022 Electronic equipment $ 12,761 $ 4,385 Office and other equipment 9,423 8,697 Vehicles 21,043 4,046 Leasehold improvements 11,984 12,267 Buildings — 1,841 Construction in progress 5,258 358 Property and equipment, gross 60,469 31,594 Accumulated depreciation and amortization (24,416) (14,511) Property and equipment, net $ 36,053 $ 17,083 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt Securities, Available-for-Sale | Investments on the condensed consolidated balance sheets consisted of the following (in thousands): As of December 31, 2022 Amortized Cost Gross Unrealized Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash and Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,843 $ — $ (86) $ — $ 9,757 $ — $ 9,757 U.S. government agency securities 97,139 34 (521) — 96,652 — 96,652 Commercial paper 138,973 10 (207) — 138,776 25,390 113,386 Corporate debt securities 159,045 55 (1,583) — 157,517 — 157,517 Total $ 405,000 $ 99 $ (2,397) $ — $ 402,702 $ 25,390 $ 377,312 |
Schedule of Cash and Cash Equivalents | Investments on the condensed consolidated balance sheets consisted of the following (in thousands): As of December 31, 2022 Amortized Cost Gross Unrealized Gross Unrealized Losses Allowance for Credit Losses Fair Value Cash and Cash Equivalents Short-term Investments Available-for-sale debt securities: U.S. treasury securities $ 9,843 $ — $ (86) $ — $ 9,757 $ — $ 9,757 U.S. government agency securities 97,139 34 (521) — 96,652 — 96,652 Commercial paper 138,973 10 (207) — 138,776 25,390 113,386 Corporate debt securities 159,045 55 (1,583) — 157,517 — 157,517 Total $ 405,000 $ 99 $ (2,397) $ — $ 402,702 $ 25,390 $ 377,312 |
Summary of Contractual Maturities, Available-for-Sale Debt Securities | The fair value and amortized cost of the Company’s debt securities with a stated contractual maturity or redemption date were as follows (in thousands): As of December 31, 2022 Amortized Cost Fair Value Due in one year or less $ 211,919 $ 211,266 Due in one year through five years 193,081 191,436 Total $ 405,000 $ 402,702 |
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, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 530,674 $ 530,674 $ — $ — Commercial paper 25,390 — 25,390 — Total cash equivalents $ 556,064 $ 530,674 $ 25,390 $ — Short-term investments: U.S. treasury securities $ 9,757 $ 9,757 $ — $ — U.S. government agency securities 96,652 — 96,652 — Commercial paper 113,386 — 113,386 — Corporate debt securities 157,517 — 157,517 — Total short-term investments $ 377,312 $ 9,757 $ 367,555 $ — Total $ 933,376 $ 540,431 $ 392,945 $ — 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 February 26, March 19, Discount for lack of marketability — — Fair value of underlying securities $40.00 $40.00 Expected volatility 62.95% 60.85% Expected term (in years) 1.76 0.79 Risk-free interest rate 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, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization are 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 5-7 years Leasehold improvements Shorter of lease term or estimated useful life of the asset Buildings Shorter of lease term or estimated useful life of the asset Property and equipment as of December 31, 2021 and 2022 were as follows (in thousands): As of December 31, 2021 2022 Electronic equipment $ 12,761 $ 4,385 Office and other equipment 9,423 8,697 Vehicles 21,043 4,046 Leasehold improvements 11,984 12,267 Buildings — 1,841 Construction in progress 5,258 358 Property and equipment, gross 60,469 31,594 Accumulated depreciation and amortization (24,416) (14,511) Property and equipment, net $ 36,053 $ 17,083 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2021 and 2022 were as follows (in thousands): As of December 31, 2021 2022 Accrued payroll $ 33,225 $ 35,563 Accrued professional fees 1,938 4,798 Other 6,535 7,899 Accrued expenses and other current liabilities $ 41,698 $ 48,260 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Balances for Operating and Finance Leases | The balances for the operating and finance leases where the Company is the lessee are presented within the consolidated balance sheets as follows (in thousands): As of December 31, 2022 Operating leases: Operating lease right-of-use assets $ 44,952 Operating lease liabilities, current $ 6,007 Operating lease liabilities, noncurrent 42,169 Total operating lease liabilities $ 48,176 Finance leases: Property and equipment, at cost $ 2,465 Accumulated depreciation (882) Property and equipment, net $ 1,583 Accrued expenses and other current liabilities $ 1,116 Other liabilities 2,429 Total finance lease obligations $ 3,545 |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 Operating lease expense: Operating lease expense (1)(2) $ 9,112 Finance lease expense: Amortization of leased assets $ 1,454 Interest on lease liabilities 592 Total finance lease expense $ 2,046 Total lease expense $ 11,158 (1) Includes short-term leases and variable lease costs, which are immaterial. (2) Excludes sublease income, which is immaterial. Other information related to leases where the Company is the lessee is as follows: As of December 31, 2022 Weighted-average remaining lease term: Operating leases 8.5 years Finance leases 2.8 years Weighted-average discount rate: Operating leases 4.4 % Finance leases 11.2 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,768 Operating cash flows from finance leases (interest payments) $ 420 Financing cash flows from finance leases $ 1,252 Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 48,523 Finance lease liabilities $ 11,056 |
Schedule of Operating Leases | As of December 31, 2022, the maturities of the Company's operating and financing lease liabilities (excluding short-term leases) are as follows (in thousands): Operating Leases Finance Leases 2023 $ 7,649 $ 1,433 2024 7,711 1,430 2025 7,608 1,157 2026 7,818 106 2027 6,884 — Thereafter 21,605 — Total minimum lease payments 59,275 4,126 Less: lease incentives receivable (1) (646) — Less: imputed interest (10,453) (581) Present value of minimum lease payments 48,176 3,545 Less: current portion (6,007) (1,116) Lease obligations, noncurrent $ 42,169 $ 2,429 (1) Lease incentives receivable represent amounts relating to the Company's leasehold improvements that will be paid by the landlord pursuant to lease provisions with relevant landlord. Prior to the adoption of ASC 842, future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 were as follows (in thousands): Operating Leases Capital Leases 2022 $ 7,660 $ 1,253 2023 7,891 978 2024 5,126 963 2025 3,435 1,761 2026 3,049 — Thereafter 22,524 — Total minimum lease payments $ 49,685 4,955 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Schedule of Finance Leases | As of December 31, 2022, the maturities of the Company's operating and financing lease liabilities (excluding short-term leases) are as follows (in thousands): Operating Leases Finance Leases 2023 $ 7,649 $ 1,433 2024 7,711 1,430 2025 7,608 1,157 2026 7,818 106 2027 6,884 — Thereafter 21,605 — Total minimum lease payments 59,275 4,126 Less: lease incentives receivable (1) (646) — Less: imputed interest (10,453) (581) Present value of minimum lease payments 48,176 3,545 Less: current portion (6,007) (1,116) Lease obligations, noncurrent $ 42,169 $ 2,429 (1) Lease incentives receivable represent amounts relating to the Company's leasehold improvements that will be paid by the landlord pursuant to lease provisions with relevant landlord. Prior to the adoption of ASC 842, future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 were as follows (in thousands): Operating Leases Capital Leases 2022 $ 7,660 $ 1,253 2023 7,891 978 2024 5,126 963 2025 3,435 1,761 2026 3,049 — Thereafter 22,524 — Total minimum lease payments $ 49,685 4,955 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, 2022 | |
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 Total 138,102,770 120,534,419 $ 847,614 $ 1,282,916 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share Option Activities | A summary of the stock option activities, including the 2021 CEO Performance Award, for the year ended December 31, 2022 is as follows (in thousands, except share amounts, per share amounts, and years): Options Weighted- Weighted- Aggregate Outstanding at December 31, 2021 7,684,778 $ 12.91 9.04 $ 188,722 Exercised (980,696) 1.91 Cancelled/Forfeited (4,080,571) 14.10 Outstanding at December 31, 2022 2,623,511 $ 15.16 6.72 $ 798 Vested and exercisable at December 31, 2022 1,654,756 $ 8.17 6.06 $ 489 |
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: Year Ended December 31, 2020 2021 2022 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, 2022: RSUs Weighted- Unvested and Outstanding at December 31, 2021 5,949,798 $ 46.54 Granted 17,518,282 5.74 Vested (2,495,482) 38.02 Cancelled (3,125,125) 29.18 Unvested and outstanding at December 31, 2022 17,847,473 $ 10.73 Vested and outstanding at December 31, 2022 51,590 $ 45.29 |
Summary of Nonvested Shareholder Value Awards Activity | The following table summarizes the activity related to SVAs for the year ended December 31, 2022: SVAs Weighted- Unvested and Outstanding at December 31, 2021 315,559 $ 5.29 Vested (184,340) 4.67 Cancelled (51,781) 2.97 Unvested and outstanding at December 31, 2022 79,438 $ 8.24 Vested and outstanding at December 31, 2022 — $ — |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense was as follows (in thousands): Year Ended December 31, 2020 2021 2022 Research and development $ 917 $ 71,201 $ 75,260 Selling, general and administrative 11,846 51,395 23,407 Total stock-based compensation expense $ 12,763 $ 122,596 $ 98,667 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Provision for Income Taxes | Loss before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2021 2022 U.S. $ (95,000) $ (673,941) $ (389,462) Cayman Islands (50,358) — — Foreign (32,512) (58,732) (82,583) Loss before provision for income taxes $ (177,870) $ (732,673) $ (472,045) |
Schedule of Effective Income Tax Rate Reconciliation | 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): Year Ended December 31, 2020 2021 2022 Tax at statutory rate $ — $ (153,862) $ (99,129) State and local taxes (net of federal tax benefit) — (3,531) (3,011) Tax rate change — 11,317 — Change in valuation allowances 38,984 99,129 109,041 Foreign tax rate differential (30,633) 2,354 3,489 Research and development tax credits (8,874) (15,465) (25,341) Warrant fair market value adjustment — 68,649 — Section 162(m) limitation - officers compensation — 6,672 2,005 Uncertain tax position reserves 364 1,800 3,185 Stock-based compensation (354) (16,344) 14,285 Other 513 (719) (4,524) 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, 2020 2021 2022 Unrecognized tax benefit, beginning of year $ 4,029 $ 4,766 $ 6,900 Decreases related to prior year tax positions — — (538) Increases related to current year tax positions 737 2,134 3,453 Unrecognized tax benefit, end of year $ 4,766 $ 6,900 $ 9,815 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2022 Deferred tax assets: Net operating loss carryforwards $ 155,088 $ 196,670 Tax credit carryforwards 18,769 35,032 Lease liability 797 7,205 Stock-based compensation 8,887 6,404 Fixed assets and intangible assets — 1,372 Capitalized research expenses — 44,801 Other 2,479 4,748 Gross deferred tax assets 186,020 296,232 Valuation allowance (184,892) (289,901) Net deferred tax assets 1,128 6,331 Deferred tax liabilities: Property, plant and equipment 395 — Capital lease assets 733 6,331 Net deferred tax liabilities 1,128 6,331 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, 2022 | |
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, 2020 2021 2022 Numerator: Net loss $ (177,870) $ (732,673) $ (472,045) Less: Accretion of redeemable convertible preferred stock (20,959) (4,135) — Net loss attributable to common stockholders, basic and diluted $ (198,829) $ (736,808) $ (472,045) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 58,929,271 169,080,392 224,164,514 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (3.37) $ (4.36) $ (2.11) |
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, 2020 2021 2022 Redeemable convertible preferred stock 102,074,703 — — Options to purchase common stock 13,295,497 7,684,778 2,623,511 RSUs subject to future vesting 1,100,000 5,949,798 17,847,473 SVAs subject to future vesting 3,653,146 315,559 79,438 Redeemable convertible preferred stock warrants 16,459,024 — — Early exercised options subject to future vesting — 40,000 — Common stock contingently issuable under ESPP — 31,514 439,415 Total 136,582,370 14,021,649 20,989,837 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides information about the Company's segments and a reconciliation of total segment Adjusted EBITDA to consolidated loss before provision for income taxes (in thousands): Years Ended December 31, 2020 2021 2022 Segment Adjusted EBITDA: U.S. $ (124,314) $ (220,370) $ (259,109) APAC (28,971) (58,517) (89,544) Total Segment Adjusted EBITDA (153,285) (278,887) (348,653) Reconciling items: Stock-based compensation expense (1) (12,763) (122,596) (101,718) Depreciation and amortization (1) (7,683) (9,450) (11,264) Restructuring expenses — — (26,855) Interest expense included within cost of sales (333) (418) (573) Loss from operations (174,064) (411,351) (489,063) Change in fair value of related party convertible loan (5,556) — — Change in fair value of warrants liability 1,816 (326,900) — Gain on loan extinguishment — 4,183 — Interest income 454 1,563 16,906 Other income (expense), net (520) (168) 112 Loss before provision for income taxes $ (177,870) $ (732,673) $ (472,045) (1) Excludes amounts related to restructuring events, which are reflected in the "Restructuring expenses" line item. |
Schedule of Long Lived Assets Net by Geographic Area | The following table presents long-lived assets, net by geographic area (in thousands): As of December 31, 2021 2022 U.S. 28,345 42,047 APAC 7,708 19,988 Total long-lived assets, net (1) 36,053 62,035 |
Restructuring and Related Cha_2
Restructuring and Related Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring and Related Activities | The following tables present restructuring and related charges associated with the Restructuring Plan, by line item on the consolidated statement of operations (in thousands): Year Ended December 31, 2022 Research and development $ 23,864 Selling, general and administrative 2,991 Total restructuring and related cost $ 26,855 Restructuring and related charges incurred by segment were as follows: Year Ended December 31, 2022 U.S. $ 19,921 APAC 6,934 Total restructuring and related cost $ 26,855 |
Schedule of Restructuring Reserve by Type of Cost | The following table provides the components of and changes in the accrued restructuring and related charges during the year ended December 31, 2022 (in thousands): Severance and Other Termination Benefits Long-Lived Asset Costs (1) Stock-based Compensation (2) Total Balance as of December 31, 2021 $ — $ — $ — $ — Charges 11,759 18,147 (3,051) 26,855 Cash payments (1,568) — — (1,568) Non-cash adjustments — (18,147) 3,051 (15,096) Balance as of December 31, 2022 $ 10,191 $ — $ — $ 10,191 (1) Primarily related to the impairment or write-off of property plant and equipment and finance lease ROU assets. (2) Related to reversal of stock-based compensation expense due to modification of equity awards. |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) segment shares | Apr. 19, 2021 USD ($) vote $ / shares shares | Mar. 31, 2022 | Dec. 31, 2022 USD ($) option shares | Dec. 30, 2022 segment | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||||
Preferred stock, authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Stock-based compensation expense | $ 98,667,000 | $ 122,596,000 | $ 12,763,000 | |||||
Accrued interest writeoff | 0 | |||||||
Accrued Interest, after allowance for credit loss | $ 1,800,000 | $ 1,800,000 | ||||||
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets | ||||||
Estimated useful lives | 20 years | |||||||
Impairment charges intangible assets | $ 0 | 0 | ||||||
Impairment of long-lived assets | $ 1,987,000 | 0 | $ 0 | |||||
Number of options to extend the lease term | option | 1 | |||||||
Option to extend, lease term | 5 years | 5 years | ||||||
Option to extend, lease term | 5 years | 5 years | ||||||
Operating lease right-of-use assets | $ 44,952,000 | $ 44,952,000 | 0 | $ 32,900,000 | ||||
Present value of minimum lease payments | 48,176,000 | 48,176,000 | 35,100,000 | |||||
Accumulated deficit | $ (1,609,705,000) | $ (1,609,705,000) | (1,137,851,000) | |||||
Number of reportable segments | segment | 2 | 1 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||||
Accumulated deficit | 200,000 | |||||||
Revision of Prior Period, Accounting Standards Update, Adjustment | ||||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||||
Operating lease right-of-use assets | 2,500,000 | |||||||
Build-to-suit lease assets | 6,500,000 | |||||||
Build-to-suit lease liabilities | 4,400,000 | |||||||
Deferred rent credit | $ 2,500,000 | |||||||
Time Based Service Awards | ||||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||||
Share based compensation, option vesting period | 4 years | |||||||
Performance Based Awards | ||||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||||
Share based compensation, option vesting period | 4 years | |||||||
Employee Stock | ||||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||||
Stock-based compensation expense | $ 0 | $ 0 | ||||||
Expected term (in years) | 6 months | |||||||
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 | 4,876,000,000 | 4,876,000,000 | |||||
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% | |||||||
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 | 24,000,000 | 24,000,000 | |||||
Number of votes per share | vote | 10 | |||||||
Stock conversion ratio | 1 | |||||||
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% | |||||||
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 | 61 days | |||||||
Class B | Initial Public Offering | Founders | Maximum | ||||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||||
Stock conversion threshold days | 180 days | |||||||
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 | 90 days | |||||||
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 | 270 days |
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, 2022 | |
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 | 5 years |
Office and other equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Concentrations and Risks (Detai
Concentrations and Risks (Details) ¥ in Millions, $ in Millions | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2021 USD ($) |
Risks and Uncertainties [Abstract] | ||||
Restricted cash | ¥ 168.4 | $ 24.2 | ¥ 49.2 | $ 7.7 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Schedule of Investments on the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair Value | $ 0 | ||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | $ 405,000 | ||
Gross Unrealized Gains | 99 | ||
Gross Unrealized Losses | (2,397) | ||
Allowance for Credit Losses | 0 | ||
Fair Value | 402,702 | ||
Cash and cash equivalents | 615,386 | 1,337,586 | $ 310,815 |
Total short-term investments | 377,312 | $ 0 | |
U.S. government agency securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash and cash equivalents | 0 | ||
Commercial paper | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash and cash equivalents | 25,390 | ||
Corporate debt securities | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash and cash equivalents | 0 | ||
Cash Equivalents | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash and cash equivalents | 25,390 | ||
U.S. treasury securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 9,843 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (86) | ||
Allowance for Credit Losses | 0 | ||
Fair Value | 9,757 | ||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Cash and cash equivalents | 0 | ||
Total short-term investments | 9,757 | ||
U.S. government agency securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 97,139 | ||
Gross Unrealized Gains | 34 | ||
Gross Unrealized Losses | (521) | ||
Allowance for Credit Losses | 0 | ||
Fair Value | 96,652 | ||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Total short-term investments | 96,652 | ||
Commercial paper | |||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Amortized Cost | 138,973 | ||
Gross Unrealized Gains | 10 | ||
Gross Unrealized Losses | (207) | ||
Allowance for Credit Losses | 0 | ||
Fair Value | 138,776 | ||
Total short-term investments | 113,386 | ||
Corporate debt securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 159,045 | ||
Gross Unrealized Gains | 55 | ||
Gross Unrealized Losses | (1,583) | ||
Allowance for Credit Losses | 0 | ||
Fair Value | 157,517 | ||
Cash And Cash Equivalents, And Debt Securities, Available For Sale [Abstract] | |||
Total short-term investments | $ 157,517 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | ||||||
Investments in debt securities | $ 0 | |||||
Investments in an unrealized loss position | $ 342,400 | |||||
Interest income | 16,900 | 1,600 | $ 500 | |||
Proceeds from warrant exercises | 0 | 183,007 | 2,500 | |||
Increase (decrease) in fair value of warrants liability | $ 326,900 | $ 0 | $ 326,900 | $ (1,816) | ||
Warrants outstanding (in shares) | 0 | 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 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Summary of Contractual Maturities, Available-for-Sale Debt Securities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Amortized Cost | |
Due in one year or less | $ 211,919 |
Due in one year through five years | 193,081 |
Total | 405,000 |
Fair Value | |
Due in one year or less | 211,266 |
Due in one year through five years | 191,436 |
Total | $ 402,702 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total short-term investments | $ 377,312 | $ 0 |
U.S. treasury securities | ||
Assets: | ||
Total short-term investments | 9,757 | |
Corporate debt securities | ||
Assets: | ||
Total short-term investments | 157,517 | |
Recurring Basis | ||
Assets: | ||
Total cash equivalents | 556,064 | |
Total short-term investments | 377,312 | |
Total | 933,376 | 1,077,550 |
Recurring Basis | Level 1 | ||
Assets: | ||
Total cash equivalents | 530,674 | |
Total short-term investments | 9,757 | |
Total | 540,431 | 1,077,550 |
Recurring Basis | Level 2 | ||
Assets: | ||
Total cash equivalents | 25,390 | |
Total short-term investments | 367,555 | |
Total | 392,945 | 0 |
Recurring Basis | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | |
Total short-term investments | 0 | |
Total | 0 | 0 |
Recurring Basis | U.S. treasury securities | ||
Assets: | ||
Total short-term investments | 9,757 | |
Recurring Basis | U.S. treasury securities | Level 1 | ||
Assets: | ||
Total short-term investments | 9,757 | |
Recurring Basis | U.S. treasury securities | Level 2 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | U.S. treasury securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | U.S. government agency securities | ||
Assets: | ||
Total short-term investments | 96,652 | |
Recurring Basis | U.S. government agency securities | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | U.S. government agency securities | Level 2 | ||
Assets: | ||
Total short-term investments | 96,652 | |
Recurring Basis | U.S. government agency securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Commercial Paper, Not Included with Cash and Cash Equivalents | ||
Assets: | ||
Total short-term investments | 113,386 | |
Recurring Basis | Commercial Paper, Not Included with Cash and Cash Equivalents | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Commercial Paper, Not Included with Cash and Cash Equivalents | Level 2 | ||
Assets: | ||
Total short-term investments | 113,386 | |
Recurring Basis | Commercial Paper, Not Included with Cash and Cash Equivalents | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 157,517 | |
Recurring Basis | Corporate debt securities | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Corporate debt securities | Level 2 | ||
Assets: | ||
Total short-term investments | 157,517 | |
Recurring Basis | Corporate debt securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring Basis | Money market funds | ||
Assets: | ||
Total cash equivalents | 530,674 | 1,077,550 |
Recurring Basis | Money market funds | Level 1 | ||
Assets: | ||
Total cash equivalents | 530,674 | 1,077,550 |
Recurring Basis | Money market funds | Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Recurring Basis | Money market funds | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | $ 0 |
Recurring Basis | Commercial paper | ||
Assets: | ||
Total cash equivalents | 25,390 | |
Recurring Basis | Commercial paper | Level 1 | ||
Assets: | ||
Total cash equivalents | 0 | |
Recurring Basis | Commercial paper | Level 2 | ||
Assets: | ||
Total cash equivalents | 25,390 | |
Recurring Basis | Commercial paper | Level 3 | ||
Assets: | ||
Total cash equivalents | $ 0 |
Investments and Fair Value Me_7
Investments and Fair Value Measurements- Schedule of Fair Value Assumptions (Details) | 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) | $ 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 |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Measurement input | 0.6085 | 0.6295 |
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 |
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 |
Investments and Fair Value Me_8
Investments and Fair Value Measurements - Summary of Changes in Estimated Fair Value of Warrants Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant And Right Outstanding Rollforward [Roll Forward] | ||||
Beginning balance | $ 0 | $ 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 | $ 0 | 326,900 | (1,816) |
Ending balance | $ 0 | $ 42,452 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 31,594 | $ 60,469 |
Accumulated depreciation and amortization | (14,511) | (24,416) |
Property and equipment, net | 17,083 | 36,053 |
Electronic equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,385 | 12,761 |
Office and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,697 | 9,423 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,046 | 21,043 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,267 | 11,984 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,841 | 0 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 358 | $ 5,258 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation | $ 27,600 | $ 9,500 | $ 7,700 | |
Accelerated depreciation | $ 16,300 | |||
Property and equipment, net | 17,083 | 17,083 | 36,053 | |
Accumulated amortization | 14,511 | 14,511 | 24,416 | |
Capital leases | ||||
Property Plant And Equipment [Line Items] | ||||
Property and equipment, net | 3,300 | |||
Accumulated amortization | $ 2,500 | |||
Finance Lease | ||||
Property Plant And Equipment [Line Items] | ||||
Property and equipment, net | 1,600 | 1,600 | ||
Accumulated amortization | $ 900 | $ 900 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll | $ 35,563 | $ 33,225 |
Accrued professional fees | 4,798 | 1,938 |
Other | 7,899 | 6,535 |
Accrued expenses and other current liabilities | $ 48,260 | $ 41,698 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||||
Proceeds from loans | $ 0 | $ 0 | $ 4,134 | ||||||||
Gain on loan extinguishment | 0 | 4,183 | $ 0 | ||||||||
Current principal amount | 1,645 | $ 1,524 | |||||||||
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 | ||||||
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 | ||||||||||
SUN Dream, Inc | Affiliated Entity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 10% | ||||||||||
Term | 6 months | ||||||||||
Discounted conversion price | 90% | ||||||||||
SUN Dream, Inc | Affiliated Entity | Series D-1 Convertible Preferred Shares | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares issued price per share (in usd per share) | $ 8.11 | ||||||||||
Scania | Affiliated Entity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Due to related parties, current | $ 5,000 | ||||||||||
Paycheck Protection Program Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gain on loan extinguishment | $ 4,200 | ||||||||||
Paycheck Protection Program Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from loans | $ 4,100 | ||||||||||
Interest rate | 1% | ||||||||||
Term | 24 months | ||||||||||
Convertible Loan | Affiliated Entity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible debt | $ 50,000 | ||||||||||
Truck Purchase Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 8.95% | 8.95% | |||||||||
Term | 60 months | 42 months | |||||||||
Principal amount | $ 1,900 | $ 5,600 | $ 1,900 | ||||||||
Current principal amount | 1,600 | ||||||||||
Noncurrent principal amount | $ 3,500 | ||||||||||
Truck Purchase Loans | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 6.96% | ||||||||||
Truck Purchase Loans | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 9.73% |
Leases - Operating and Finance
Leases - Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Operating leases: | |||
Operating lease right-of-use assets | $ 44,952 | $ 32,900 | $ 0 |
Operating lease liabilities, current | 6,007 | 0 | |
Operating lease liabilities, noncurrent | 42,169 | $ 0 | |
Total operating lease liabilities | $ 48,176 | $ 35,100 | |
Finance leases: | |||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities, Other liabilities | ||
Property and equipment, at cost | $ 2,465 | ||
Accumulated depreciation | (882) | ||
Property and equipment, net | 1,583 | ||
Accrued expenses and other current liabilities | 1,116 | ||
Other liabilities | 2,429 | ||
Total finance lease obligations | $ 3,545 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating leases: | |
Operating lease expense | $ 9,112 |
Finance leases: | |
Amortization of leased assets | 1,454 |
Interest on lease liabilities | 592 |
Total finance lease expense | 2,046 |
Total lease expense | $ 11,158 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) | Dec. 31, 2022 |
Weighted-average remaining lease term: | |
Operating leases | 8 years 6 months |
Finance leases | 2 years 9 months 18 days |
Weighted-average discount rate: | |
Operating leases | 4.40% |
Finance leases | 11.20% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 6,768 |
Operating cash flows from finance leases (interest payments) | 420 |
Principal payments on capital and finance lease obligations | 1,252 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating lease liabilities | 48,523 |
Finance lease liabilities | $ 11,056 |
Leases - Operating and Financin
Leases - Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Operating Leases | |||
2023 | $ 7,649 | ||
2024 | 7,711 | ||
2025 | 7,608 | ||
2026 | 7,818 | ||
2027 | 6,884 | ||
Thereafter | 21,605 | ||
Total minimum lease payments | 59,275 | ||
Less: lease incentives receivable | (646) | ||
Less: imputed interest | (10,453) | ||
Total operating lease liabilities | 48,176 | $ 35,100 | |
Less: current portion | (6,007) | $ 0 | |
Lease obligations, noncurrent | 42,169 | $ 0 | |
Finance Leases | |||
2023 | 1,433 | ||
2024 | 1,430 | ||
2025 | 1,157 | ||
2026 | 106 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Total minimum lease payments | 4,126 | ||
Less: lease incentives receivable | 0 | ||
Less: imputed interest | (581) | ||
Total finance lease obligations | 3,545 | ||
Less: current portion | (1,116) | ||
Lease obligations, noncurrent | $ 2,429 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Lease obligations, not yet commenced | $ 0.2 | ||
Rental expense | $ 5.7 | $ 4.6 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term, not yet commenced | 4 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term, not yet commenced | 5 years |
Leases - Operating and Capital
Leases - Operating and Capital Leases (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
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 (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | ||||
Research and development | $ 351,599,000 | $ 287,167,000 | $ 132,001,000 | |
Navistar, Inc. | JDA | ||||
Commitments And Contingencies [Line Items] | ||||
Research and development expenses reimbursement (up to) | $ 10,000,000 | |||
Research and development | $ 0 | $ 10,000,000 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) - Additional Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Units [Line Items] | ||||||||||||
Proceeds from issuance of warrants | $ 0 | $ 0 | $ 11,943 | |||||||||
Warrants and rights outstanding | $ 42,300 | $ 2,000 | 0 | 42,452 | $ 0 | |||||||
Accretion of redeemable convertible preferred shares to redemption value | 4,135 | 20,959 | ||||||||||
Proceeds from exercise of warrants for redeemable convertible preferred stock | $ 0 | $ 183,007 | $ 2,500 | |||||||||
Excess warrants proceeds paid as compensation | $ 32,300 | |||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 120,534,419 | 0 | ||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 120,534,419 | 0 | ||||||||||
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 | |||||||
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 | |||||||||
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 | 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 | Accumulated Deficit | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 9,000 | |||||||||||
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 |
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 138,102,770 | |
Shares Issued (in shares) | 0 | 120,534,419 |
Shares Outstanding (in shares) | 0 | 120,534,419 |
Aggregate Liquidation Preference | $ 847,614 | |
Net Carrying Value | $ 1,282,916 | |
Series A Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares Authorized (in shares) | 20,000,000 | |
Shares Issued (in shares) | 20,000,000 | |
Shares Outstanding (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 Issued (in shares) | 8,218,203 | |
Shares Outstanding (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 Issued (in shares) | 7,080,000 | |
Shares Outstanding (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 Issued (in shares) | 3,000,000 | |
Shares Outstanding (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 Issued (in shares) | 3,465,372 | |
Shares Outstanding (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 Issued (in shares) | 14,993,041 | |
Shares Outstanding (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 Issued (in shares) | 20,345,131 | |
Shares Outstanding (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 Issued (in shares) | 35,172,091 | |
Shares Outstanding (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 Issued (in shares) | 3,928,937 | |
Shares Outstanding (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 Issued (in shares) | 4,331,644 | |
Shares Outstanding (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 - Addi
Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 14, 2022 $ / shares shares | Apr. 19, 2021 USD ($) | Mar. 31, 2022 shares | Mar. 31, 2021 USD ($) $ / shares shares | Apr. 30, 2017 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) employee $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | $ | $ 2,286,000 | $ 0 | $ 0 | |||||
Stock-based compensation expense | $ | 98,667,000 | 122,596,000 | 12,763,000 | |||||
Share-based compensation | $ | $ 98,667,000 | 122,596,000 | 12,763,000 | |||||
Expected dividend yield | 0% | |||||||
Income tax benefit from stock-based compensation arrangements | $ | $ 0 | 0 | $ 0 | |||||
CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares forfeited (in shares) | 1,850,000 | |||||||
Employee Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 0 | $ 0 | ||||||
Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 27.98 | $ 3.61 | ||||||
Granted (in shares) | 0 | |||||||
Intrinsic value of options exercised | $ | $ 11,300,000 | $ 11,100,000 | $ 3,700,000 | |||||
Unrecognized share-based compensation expense | $ | $ 11,600,000 | |||||||
Unrecognized share-based compensation expense, weighted-average service period | 2 years 4 months 24 days | |||||||
Share-based compensation | $ | $ 18,800,000 | |||||||
Expected dividend yield | 0% | 0% | 0% | |||||
Stock options contractual life | 6 years 8 months 19 days | 9 years 14 days | ||||||
Shares forfeited (in shares) | 4,080,571 | |||||||
RSUs and SVAs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized share-based compensation expense, weighted-average service period | 2 years 5 months 19 days | |||||||
Share-based compensation | $ | $ 23,800,000 | |||||||
Unrecognized share-based compensation expense | $ | $ 144,700,000 | |||||||
Performance Based Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation, option vesting period | 4 years | |||||||
Performance Based Awards | CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized share-based compensation expense | $ | $ 8,900,000 | |||||||
Unrecognized share-based compensation expense, weighted-average service period | 3 years 6 months 3 days | |||||||
Stock options granted (in shares) | 1,150,000 | |||||||
Stock options exercise price (in dollars per share) | $ / shares | $ 14.14 | |||||||
Stock options contractual life | 10 years | |||||||
Stock-based compensation expense (reversal) | $ | $ 7,100,000 | |||||||
Modified stock options (in shares) | 1,850,000 | |||||||
Shares vested as of the modification date (in shares) | 440,000 | |||||||
Modification, vesting period after separation | 12 months | |||||||
Outstanding and unvested RSUs (in shares) | 175,000 | |||||||
Incremental cost | $ | $ 13,900,000 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Granted (in shares) | 17,518,282 | |||||||
Granted (in dollars per share) | $ / shares | $ 5.74 | |||||||
Restricted Stock Units (RSUs) | CEO | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Trailing period (in days) | 60 days | |||||||
Restricted Stock Units (RSUs) | CEO | Share-Based Payment Arrangement, Tranche One | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation, option vesting period | 4 years | |||||||
Granted (in shares) | 3,425,000 | |||||||
Vesting percentage | 33% | |||||||
Award vesting rights, average closing price (in dollars per share) | $ / shares | $ 10 | |||||||
Restricted Stock Units (RSUs) | CEO | Share-Based Payment Arrangement, Tranche Two | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation, option vesting period | 4 years | |||||||
Granted (in shares) | 3,425,000 | |||||||
Vesting percentage | 33% | |||||||
Award vesting rights, average closing price (in dollars per share) | $ / shares | $ 15 | |||||||
Restricted Stock Units (RSUs) | CEO | Share-Based Payment Arrangement, Tranche Three | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting percentage | 33% | |||||||
Award vesting rights, average closing price (in dollars per share) | $ / shares | $ 20 | |||||||
Class A Common Stock | Employee Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | 2,013,414 | |||||||
Maximum percentage of number of shares for approval | 1% | |||||||
Class A Common Stock | Restricted Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 6,900,000 | |||||||
Granted (in shares) | 1,899,680 | |||||||
Employees under agreement | employee | 2 | |||||||
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) | 2,300,000 | |||||||
Common stock reserved and authorized (in 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) | 19,892,067 | |||||||
2021 Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares purchased under ESPP (in shares) | 249,831 | |||||||
Weighted-average price (in dollars per share) | $ / shares | $ 9.15 | |||||||
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | $ | $ 2,300,000 | |||||||
2021 Plan | Class A Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | 20,134,146 | 13,000,000 | ||||||
Maximum percentage of fully diluted capitalization for increase in available stock issuance | 5% |
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, 2022 | Dec. 31, 2021 | |
Options Outstanding | ||
Outstanding, beginning of period (in shares) | 7,684,778 | |
Exercised (in shares) | (980,696) | |
Cancelled/Forfeited (in shares) | (4,080,571) | |
Outstanding, end of period (in shares) | 2,623,511 | 7,684,778 |
Vested and exercisable (in shares) | 1,654,756 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ 12.91 | |
Exercised (in shares) | 1.91 | |
Cancelled/Forfeited (in dollars per share) | 14.10 | |
Outstanding, end of period (in dollars per share) | 15.16 | $ 12.91 |
Vested and exercisable (in dollars per share) | $ 8.17 | |
Weighted-Average Remaining Life (Years) | ||
Outstanding | 6 years 8 months 19 days | 9 years 14 days |
Vested and exercisable | 6 years 21 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 798 | $ 188,722 |
Vested and exercisable | $ 489 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield | 0% | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate minimum | 0% | 0.33% | 0.14% |
Risk-free interest rate maximum | 1.25% | 0.44% | |
Expected dividend yield | 0% | 0% | 0% |
Expected volatility | 0% | 50% | |
Expected volatility minimum | 0.51% | ||
Expected volatility maximum | 60% | ||
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, 2022 $ / shares shares | |
RSUs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 5,949,798 |
Granted (in shares) | shares | 17,518,282 |
Vested (in shares) | shares | (2,495,482) |
Cancelled (in shares) | shares | (3,125,125) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 17,847,473 |
Vested and Outstanding, Ending Balance (in shares) | shares | 51,590 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 46.54 |
Granted (in dollars per share) | $ / shares | 5.74 |
Vested (in dollars per share) | $ / shares | 38.02 |
Cancelled (in dollars per share) | $ / shares | 29.18 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 10.73 |
Vested and Outstanding, Ending Balance (in dollars per share) | $ / shares | $ 45.29 |
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, 2022 $ / shares shares | |
SVAs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 315,559 |
Vested (in shares) | shares | (184,340) |
Cancelled (in shares) | shares | (51,781) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 79,438 |
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 | $ 5.29 |
Vested (in dollars per share) | $ / shares | 4.67 |
Cancelled (in dollars per share) | $ / shares | 2.97 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 8.24 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 98,667 | $ 122,596 | $ 12,763 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 75,260 | 71,201 | 917 |
Selling, general and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 23,407 | $ 51,395 | $ 11,846 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Foreign | $ (82,583) | $ (58,732) | $ (32,512) |
Loss before provision for income taxes | (472,045) | (732,673) | (177,870) |
U.S. | |||
Income Tax Contingency [Line Items] | |||
Domestic | (389,462) | (673,941) | (95,000) |
Cayman Islands | |||
Income Tax Contingency [Line Items] | |||
Domestic | $ 0 | $ 0 | $ (50,358) |
Income Taxes - Additional Narra
Income Taxes - Additional Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Current provision for income taxes | $ 0 | $ 0 | $ 0 | |
Deferred provision for income taxes | $ 0 | $ 0 | $ 0 | |
Effective tax rate | 0% | 0% | 0% | |
Total unrecognized tax benefits | $ 9,815,000 | $ 6,900,000 | $ 4,766,000 | $ 4,029,000 |
Unrecognized tax benefits that would impact effective tax rate | 8,500,000 | |||
Accrued interest or penalties related to unrecognized tax benefits | 0 | 0 | $ 0 | |
Research and development tax credit carryforward | 44,900,000 | |||
Tax credit carryforwards subject to expiration | 32,600,000 | |||
Tax credit carryforwards not subject to expiration | 12,300,000 | |||
Net change in total valuation allowance | 105,000,000 | $ 100,000,000 | ||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 659,300,000 | |||
Operating loss carryforwards, not subject to expiration | 652,300,000 | |||
Operating loss carryforwards, subject to expiration | 7,000,000 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 249,300,000 | |||
State and Local Jurisdiction | CALIFORNIA | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 40,300,000 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | $ 301,700,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | $ (99,129) | $ (153,862) | $ 0 |
State and local taxes (net of federal tax benefit) | (3,011) | (3,531) | 0 |
Tax rate change | 0 | 11,317 | 0 |
Change in valuation allowances | 109,041 | 99,129 | 38,984 |
Foreign tax rate differential | 3,489 | 2,354 | (30,633) |
Research and development tax credits | (25,341) | (15,465) | (8,874) |
Warrant fair market value adjustment | 0 | 68,649 | 0 |
Section 162(m) limitation - officers compensation | 2,005 | 6,672 | 0 |
Uncertain tax position reserves | 3,185 | 1,800 | 364 |
Stock-based compensation | 14,285 | (16,344) | (354) |
Other | (4,524) | (719) | 513 |
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Position (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of year | $ 6,900 | $ 4,766 | $ 4,029 |
Decreases related to prior year tax positions | (538) | 0 | 0 |
Increases related to current year tax positions | 3,453 | 2,134 | 737 |
Unrecognized tax benefit, end of year | $ 9,815 | $ 6,900 | $ 4,766 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 196,670 | $ 155,088 |
Tax credit carryforwards | 35,032 | 18,769 |
Lease liability | 7,205 | 797 |
Stock-based compensation | 6,404 | 8,887 |
Fixed assets and intangible assets | 1,372 | 0 |
Capitalized research expenses | 44,801 | 0 |
Other | 4,748 | 2,479 |
Gross deferred tax assets | 296,232 | 186,020 |
Valuation allowance | (289,901) | (184,892) |
Net deferred tax assets | 6,331 | 1,128 |
Deferred tax liabilities: | ||
Property, plant and equipment | 0 | 395 |
Capital lease assets | 6,331 | 733 |
Net deferred tax liabilities | 6,331 | 1,128 |
Net deferred tax asset/(liability) | $ 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss | $ (472,045) | $ (732,673) | $ (177,870) |
Less: Accretion of redeemable convertible preferred stock | 0 | (4,135) | (20,959) |
Net loss attributable to common stockholders, basic | (472,045) | (736,808) | (198,829) |
Net loss attributable to common stockholders, diluted | $ (472,045) | $ (736,808) | $ (198,829) |
Denominator: | |||
Weighted-average shares used in computing net loss per share, basic (In shares) | 224,164,514 | 169,080,392 | 58,929,271 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 224,164,514 | 169,080,392 | 58,929,271 |
Net loss per share: | |||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (2.11) | $ (4.36) | $ (3.37) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (2.11) | $ (4.36) | $ (3.37) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 20,989,837 | 14,021,649 | 136,582,370 |
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 | 0 | 102,074,703 |
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) | 2,623,511 | 7,684,778 | 13,295,497 |
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) | 17,847,473 | 5,949,798 | 1,100,000 |
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) | 79,438 | 315,559 | 3,653,146 |
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 | 0 | 16,459,024 |
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) | 0 | 40,000 | 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) | 439,415 | 31,514 | 0 |
Segment and Geographic Inform_3
Segment and Geographic Information - Segment Adjusted EBITDA and Reconciling Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ (27,555) | $ (9,450) | $ (7,683) | |
Restructuring expenses | (26,855) | |||
Loss from operations | (489,063) | (411,351) | (174,064) | |
Change in fair value of related party convertible loan | 0 | 0 | (5,556) | |
Change in fair value of warrants liability | $ (326,900) | 0 | (326,900) | 1,816 |
Gain on loan extinguishment | 0 | 4,183 | 0 | |
Interest income | 16,906 | 1,563 | 454 | |
Other income (expense), net | 112 | (168) | (520) | |
Loss before provision for income taxes | (472,045) | (732,673) | (177,870) | |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring expenses | (19,921) | |||
APAC | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring expenses | (6,934) | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment Adjusted EBITDA | (348,653) | (278,887) | (153,285) | |
Operating Segments | U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment Adjusted EBITDA | (259,109) | (220,370) | (124,314) | |
Operating Segments | APAC | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment Adjusted EBITDA | (89,544) | (58,517) | (28,971) | |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Stock-based compensation expense | (101,718) | (122,596) | (12,763) | |
Depreciation and amortization | (11,264) | (9,450) | (7,683) | |
Restructuring expenses | (26,855) | 0 | 0 | |
Interest expense included within cost of sales | (573) | (418) | (333) | |
Loss from operations | (489,063) | (411,351) | (174,064) | |
Change in fair value of related party convertible loan | 0 | 0 | (5,556) | |
Change in fair value of warrants liability | 0 | (326,900) | 1,816 | |
Gain on loan extinguishment | 0 | 4,183 | 0 | |
Interest income | 16,906 | 1,563 | 454 | |
Other income (expense), net | 112 | (168) | (520) | |
Loss before provision for income taxes | $ (472,045) | $ (732,673) | $ (177,870) |
Segment and Geographic Inform_4
Segment and Geographic Information - Long-Lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, net | $ 62,035 | $ 36,053 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, net | 42,047 | 28,345 |
APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, net | $ 19,988 | $ 7,708 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Jinzhuo Hengbang | |
Related Party Transaction [Line Items] | |
Due to related parties, current | $ 3.7 |
Sina Corporation | |
Related Party Transaction [Line Items] | |
Payments of guarantee deposit on loan borrowed | 3.7 |
Hydron Inc. | |
Related Party Transaction [Line Items] | |
Related party transaction, amounts of transaction | 0.3 |
Board of Directors Chairman | |
Related Party Transaction [Line Items] | |
Due to related parties, current | $ 0.6 |
Board of Directors Chairman | Hydron Inc. | |
Related Party Transaction [Line Items] | |
Ownership percentage | 10% |
Restructuring and Related Cha_3
Restructuring and Related Charges - Restructuring and Related Charges (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Charges | $ 26,855 |
Research and development | |
Restructuring Cost and Reserve [Line Items] | |
Charges | 23,864 |
Selling, general and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Charges | $ 2,991 |
Restructuring and Related Cha_4
Restructuring and Related Charges - Components of Changes in Our Restructuring and Related Charges Accrual (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31,2021 | $ 0 |
Charges | 26,855 |
Cash payments | (1,568) |
Non-cash adjustments | (15,096) |
Balance as of December 31,2022 | 10,191 |
Severance and Other Termination Benefits | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31,2021 | 0 |
Charges | 11,759 |
Cash payments | (1,568) |
Non-cash adjustments | 0 |
Balance as of December 31,2022 | 10,191 |
Long-Lived Asset Costs | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31,2021 | 0 |
Charges | 18,147 |
Cash payments | 0 |
Non-cash adjustments | (18,147) |
Balance as of December 31,2022 | 0 |
Stock-Based Compensation | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31,2021 | 0 |
Charges | (3,051) |
Cash payments | 0 |
Non-cash adjustments | 3,051 |
Balance as of December 31,2022 | $ 0 |
Restructuring and Related Cha_5
Restructuring and Related Charges - Geographic Areas (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring and related cost | $ 26,855 |
U.S. | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring and related cost | 19,921 |
APAC | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring and related cost | $ 6,934 |
Subsequent Events (Details)
Subsequent Events (Details) - May 2023 Restructuring - Subsequent Event $ in Millions | May 16, 2023 USD ($) employee |
Subsequent Event [Line Items] | |
Number of positions eliminated | 300 |
Number of employees | 750 |
Minimum | |
Subsequent Event [Line Items] | |
Restructuring and related cost, expected cost | $ | $ 7 |
Maximum | |
Subsequent Event [Line Items] | |
Restructuring and related cost, expected cost | $ | $ 9 |
U.S. | |
Subsequent Event [Line Items] | |
Number of employees | 250 |