Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39668 | |
Entity Registrant Name | Archer Aviation Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2730902 | |
Entity Address, Address Line One | 190 West Tasman Drive | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95134 | |
City Area Code | 650 | |
Local Phone Number | 272-3233 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001824502 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Class A | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | ACHR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 285,344,759 | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | ACHR WS | |
Security Exchange Name | NYSE | |
Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 38,213,136 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 405.8 | $ 464.6 |
Restricted cash | 6.7 | 6.9 |
Prepaid expenses | 7.7 | 7.9 |
Other current assets | 1.8 | 0.8 |
Total current assets | 422 | 480.2 |
Property and equipment, net | 72.1 | 57.6 |
Intangible assets, net | 0.4 | 0.4 |
Right-of-use assets | 8.7 | 8.9 |
Other long-term assets | 7.7 | 7.2 |
Total assets | 510.9 | 554.3 |
Current liabilities | ||
Accounts payable | 14.1 | 14.3 |
Current portion of lease liabilities | 3.3 | 2.8 |
Accrued expenses and other current liabilities | 52.8 | 96.9 |
Total current liabilities | 70.2 | 114 |
Notes payable | 18.1 | 7.2 |
Lease liabilities, net of current portion | 12.4 | 13.2 |
Warrant liabilities | 19.1 | 39.9 |
Other long-term liabilities | 11.9 | 12.9 |
Total liabilities | 131.7 | 187.2 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Additional paid-in capital | 1,644.5 | 1,515.9 |
Accumulated deficit | (1,265.3) | (1,148.8) |
Accumulated other comprehensive loss | 0 | 0 |
Total stockholders’ equity | 379.2 | 367.1 |
Total liabilities and stockholders’ equity | 510.9 | 554.3 |
Class A | ||
Stockholders’ equity | ||
Common stock | 0 | 0 |
Class B | ||
Stockholders’ equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, issued (in shares) | 281,950,734 | 265,617,341 |
Common stock, outstanding (in shares) | 281,950,734 | 265,617,341 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 38,032,375 | 38,165,615 |
Common stock, outstanding (in shares) | 38,032,375 | 38,165,615 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses | ||
Research and development | $ 83,500,000 | $ 65,800,000 |
General and administrative | 58,700,000 | 44,100,000 |
Other warrant expense | 0 | 2,100,000 |
Total operating expenses | 142,200,000 | 112,000,000 |
Loss from operations | (142,200,000) | (112,000,000) |
Other income (expense), net | 20,600,000 | (2,700,000) |
Interest income, net | 5,300,000 | 1,600,000 |
Loss before income taxes | (116,300,000) | (113,100,000) |
Income tax expense | (200,000) | 0 |
Net loss | $ (116,500,000) | $ (113,100,000) |
Net loss per share, basic (in dollars per share) | $ (0.36) | $ (0.46) |
Net loss per share, diluted (in dollars per share) | $ (0.36) | $ (0.46) |
Weighted-average shares outstanding, basic (in shares) | 320,256,596 | 247,274,541 |
Weighted-average shares outstanding, diluted (in shares) | 320,256,596 | 247,274,541 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (116.5) | $ (113.1) |
Other comprehensive income: | ||
Unrealized gain on available-for-sale securities, net of tax | 0 | 0.7 |
Comprehensive loss | $ (116.5) | $ (112.4) |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Stockholders’ Equity - USD ($) $ in Millions | Total | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Class A Common Stock | Class B Common Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 177,900,738 | 63,738,197 | ||||
Beginning balance at Dec. 31, 2022 | $ 493.3 | $ 1,185 | $ (690.9) | $ (0.8) | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,250,000 | (2,250,000) | ||||
Issuance of restricted stock units and restricted stock expense (in shares) | 2,191,898 | |||||
Issuance of restricted stock units and restricted stock expense | 18.8 | 18.8 | ||||
Exercise of stock options (in shares) | 316,116 | 233,190 | ||||
Exercise of stock options | 0.1 | 0.1 | ||||
Issuance of warrants and warrant expense | 6.3 | 6.3 | ||||
Common stock withheld related to net share settlement of equity awards (in shares) | (786,342) | |||||
Common stock withheld related to net share settlement of equity awards | (2.3) | (2.3) | ||||
Stock-based compensation | 6.3 | 6.3 | ||||
Net loss | (113.1) | (113.1) | ||||
Other comprehensive income | 0.7 | 0.7 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 181,872,410 | 61,721,387 | ||||
Ending balance at Mar. 31, 2023 | 410.1 | 1,214.2 | (804) | (0.1) | $ 0 | $ 0 |
Beginning balance (in shares) at Dec. 31, 2023 | 265,617,341 | 38,165,615 | ||||
Beginning balance at Dec. 31, 2023 | 367.1 | 1,515.9 | (1,148.8) | 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of Class B common stock to Class A common stock (in shares) | 200,000 | (200,000) | ||||
Issuance of restricted stock units and restricted stock expense (in shares) | 4,873,123 | |||||
Issuance of restricted stock units and restricted stock expense | $ 34 | 34 | ||||
Exercise of stock options (in shares) | 253,290 | 186,529 | 66,760 | |||
Exercise of stock options | $ 0 | |||||
Issuance of warrants and warrant expense | 48.9 | 48.9 | ||||
Exercise of warrants (in shares) | 4,503,845 | |||||
Exercise of warrants | 0 | |||||
Common stock issued under at-the-market program (in shares) | 6,569,896 | |||||
Common stock issued under at-the-market program | 33.9 | 33.9 | ||||
Stock-based compensation | 11.8 | 11.8 | ||||
Net loss | (116.5) | (116.5) | ||||
Other comprehensive income | 0 | |||||
Ending balance (in shares) at Mar. 31, 2024 | 281,950,734 | 38,032,375 | ||||
Ending balance at Mar. 31, 2024 | $ 379.2 | $ 1,644.5 | $ (1,265.3) | $ 0 | $ 0 | $ 0 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (116,500,000) | $ (113,100,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and other | 2,300,000 | 1,000,000 |
Debt discount and issuance cost amortization | 0 | 200,000 |
Stock-based compensation | 40,700,000 | 25,700,000 |
Change in fair value of warrant liabilities and other warrant costs | (20,800,000) | 5,000,000 |
Non-cash lease expense | 700,000 | 1,400,000 |
Research and development warrant expense | 2,100,000 | 4,200,000 |
Other warrant expense | 0 | 2,100,000 |
Technology and dispute resolution agreements expense | 5,600,000 | 0 |
Interest income on short-term investments | 0 | (200,000) |
Accretion and amortization income of short-term investments | 0 | (2,000,000) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 200,000 | 3,000,000 |
Other current assets | (1,100,000) | (300,000) |
Other long-term assets | (600,000) | (600,000) |
Accounts payable | 0 | 2,500,000 |
Accrued expenses and other current liabilities | 1,700,000 | 8,900,000 |
Operating lease right-of-use assets and lease liabilities, net | (800,000) | (1,200,000) |
Other long-term liabilities | 0 | (300,000) |
Net cash used in operating activities | (86,500,000) | (63,700,000) |
Cash flows from investing activities | ||
Proceeds from maturities of short-term investments | 0 | 314,000,000 |
Purchase of property and equipment | (17,300,000) | (11,400,000) |
Net cash provided by (used in) investing activities | (17,300,000) | 302,600,000 |
Cash flows from financing activities | ||
Proceeds from issuance of debt | 11,000,000 | 0 |
Repayment of long-term debt | 0 | (2,500,000) |
Payment of debt issuance costs | (100,000) | 0 |
Payments for taxes related to net share settlement of equity awards | 0 | (2,300,000) |
Proceeds from shares issued under at-the-market program | 33,900,000 | 0 |
Net cash provided by (used in) financing activities | 44,800,000 | (4,800,000) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (59,000,000) | 234,100,000 |
Cash, cash equivalents, and restricted cash, beginning of period | 471,500,000 | 72,300,000 |
Cash, cash equivalents, and restricted cash, end of period | 412,500,000 | 306,400,000 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 200,000 | 300,000 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | $ 10,000,000 | $ 5,800,000 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business Organization and Nature of Business Archer Aviation Inc. (the “Company”), a Delaware corporation, with its headquarters located in San Jose, California, is an aerospace company. The Company is designing and developing electric vertical takeoff and landing (“eVTOL”) aircraft for use in urban air mobility (“UAM”) networks. The Company’s mission is to unlock the skies, freeing everyone to reimagine how they move and spend time. The Company’s Planned Lines of Business Upon receipt of all necessary Federal Aviation Administration (“FAA”) certifications and any other government approvals necessary for the Company to manufacture and operate its aircraft, the Company intends to operate two complementary lines of business. The Company’s core focus is direct-to-consumer offerings (“Archer UAM”) with its secondary focus being business-to-business offerings (“Archer Direct”). Archer UAM The Company plans to operate its own UAM ecosystem initially in select major cities. The Company’s UAM ecosystem will operate using its eVTOL aircraft which is currently in development. Archer Direct The Company also plans to selectively sell a certain amount of its eVTOL aircraft along with ancillary products and services to third parties. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern Since the Company’s formation, the Company has devoted substantial effort and capital resources to the design and development of its planned eVTOL aircraft and UAM network. Funding of these activities has primarily been through the net proceeds received from the issuance of related and third-party debt (Note 6 - Notes Payable), and the sale of preferred and common stock to related and third parties (Note 8 - Preferred and Common Stock). Through March 31, 2024, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $1,265.3 million. As of March 31, 2024, the Company had cash and cash equivalents of $405.8 million, which management believes will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the date these consolidated condensed financial statements were issued. There can be no assurance that the Company will be successful in achieving its business plans, that the Company’s current capital will be sufficient to support its ongoing business plans, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company’s business plans require it to raise additional capital, but the Company is unable to do so, it may be required to alter, or scale back its aircraft design, development and certification programs, as well as its manufacturing capabilities, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve the Company’s intended business plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of financial position, results of operations, and cash flows for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The unaudited consolidated condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024. The December 31, 2023 consolidated condensed balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The Company has provided a discussion of significant accounting policies, estimates, and judgments in the Company’s audited consolidated financial statements. There have been no changes to the Company’s significant accounting policies since December 31, 2023 which are expected to have a material impact on the Company’s financial position, results of operations, or cash flows. Cash, Cash Equivalents, and Restricted Cash Cash consists of cash on deposit with financial institutions. Cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents included money market funds of $297.5 million and $339.6 million, respectively. Restricted cash consists primarily of cash held as security for the Company’s standby letters of credit. Refer to Note 7 - Commitments and Contingencies for further details. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated condensed balance sheets that sum to amounts reported on the consolidated condensed statements of cash flows (in millions): March 31, December 31, Cash and cash equivalents $ 405.8 $ 464.6 Restricted cash 6.7 6.9 Total cash, cash equivalents, and restricted cash $ 412.5 $ 471.5 Short-Term Investments The Company had short-term investments in marketable securities with original maturities of less than one year, including United States Treasury securities, corporate debt securities and commercial paper. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. These marketable securities are carried at fair value, and unrealized gains and losses are recorded in other comprehensive loss in the consolidated condensed statements of comprehensive loss, which is reflected as a component of stockholders’ equity. These marketable securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. If the impairment is deemed other than temporary, the security is written down to its fair value and a loss is recognized in other income (expense), net. Realized gains and losses from the sale of marketable securities and from declines in value deemed to be other than temporary are determined based on the specific identification method and recognized in other income (expense), net in the consolidated condensed statements of operations. As of March 31, 2024 and December 31, 2023, the Company had no short-term investments. Fair Value Measurements The Company applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in millions): As of March 31, 2024 Description Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 297.5 $ — $ — $ 297.5 Liabilities: Warrant liability – public warrants $ 12.5 $ — $ — $ 12.5 Warrant liability – private placement warrants $ — $ — $ 6.6 $ 6.6 As of December 31, 2023 Description Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 339.6 $ — $ — $ 339.6 Liabilities: Warrant liability – public warrants $ 25.4 $ — $ — $ 25.4 Warrant liability – private placement warrants $ — $ — $ 14.5 $ 14.5 Accrued technology and dispute resolutions agreements liability $ — $ — $ 44.0 $ 44.0 Cash Equivalents The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. The Company classifies its money market funds as Level 1, because they are valued based on quoted market prices in active markets. The following table presents a summary of the Company’s cash equivalents as of March 31, 2024 and December 31, 2023 (in millions): As of March 31, 2024 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 297.5 $ — $ — $ 297.5 Total $ 297.5 $ — $ — $ 297.5 As of December 31, 2023 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 339.6 $ — $ — $ 339.6 Total $ 339.6 $ — $ — $ 339.6 Public Warrants The measurement of the public warrants as of March 31, 2024 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “ACHR WS”. The quoted price of the public warrants was $0.72 and $1.46 per wa rrant as of March 31, 2024 and December 31, 2023 , respectively. Private Placement Warrants The Company utilizes a Monte Carlo simulation model for the private placement warrants at each reporting period, with changes in fair value recognized in the consolidated condensed statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield. The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows: Input March 31, December 31, Stock price $ 4.62 $ 6.14 Strike price $ 11.50 $ 11.50 Dividend yield 0.0 % 0.0 % Term (in years) 2.5 2.7 Volatility 65.5 % 70.2 % Risk-free rate 4.5 % 4.0 % Accrued Technology and Dispute Resolution Agreements Liability Under the Technology and Dispute Resolution Agreements, the Company recognized an accrued technology and dispute resolution agreements liability related to the Wisk Warrant (capitalized terms defined below). See Note 7 - Commitments and Contingencies for further details. The Company utilizes a Monte Carlo simulation model for the accrued technology and dispute resolution agreements liability at each reporting period, with changes in fair value recognized in the consolidated condensed statements of operations. The estimated fair value of the accrued technology and dispute resolution agreements liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield. The key inputs into the Monte Carlo simulation model for the accrued technology and dispute resolution agreements liability are as follows: Input December 31, 2023 Stock price $ 6.14 Strike price $ 0.01 Dividend yield 0.0 % Term (in years) 0.1 Volatility 60.0 % Risk-free rate 5.4 % The following table presents the change in fair value of the Company’s Level 3 private placement warrants and accrued technology and dispute resolution agreements liability during the three months ended March 31, 2024 (in millions): Balance as of December 31, 2023 $ 58.5 Change in fair value 2.4 Less: settlement of accrued technology and dispute resolution agreements liability (54.3) Balance as of March 31, 2024 $ 6.6 In connection with the change in fair value of the Company’s private placement warrants, the Company recognized a gain of $7.9 million and a loss of $2.1 million within other income (expense), net in the consolidated condensed statements of operations during the three months ended March 31, 2024 and 2023, respectively. Refer to Note 11 - Liability Classified Warrants for additional information about the public and private placement warrants. In connection with the change in fair value of the accrued technology and dispute resolution agreements liability, the Company recognized a loss of $10.3 million within general and administrative expenses in the consolidated condensed statements of operations during the three months ended March 31, 2024. Refer to Note 7 - Commitments and Contingencies for additional information about the accrued technology and dispute resolution agreements liability. Financial Instruments Not Recorded at Fair Value on a Recurring Basis Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the consolidated condensed balance sheets. The fair value of debt as of March 31, 2024 approximates its carrying value (Level 2). Refer to Note 6 - Notes Payable for additional information. Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis Certain assets and liabilities are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review. Intangible Assets, Net Intangible assets consist solely of domain names and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Amortization of domain names is provided over a 15-year estimated useful life on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has analyzed a variety of factors to determine if any circumstance could trigger an impairment loss, and, at this time and based on the information presently known, no event has occurred and indicated that it is more likely than not that an impairment loss has been incurred. Therefore, the Company did not record any impairment charges for its intangible assets for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, the net carrying amounts for domain names were $0.4 million and $0.4 million, respectively, and were recorded in the Company’s consolidated condensed balance sheets. Cloud Computing Arrangements The Company capitalizes certain implementation costs incurred in the application development stage of projects related to its cloud computing arrangements that are service contracts. Capitalized implementation costs are recognized in other long-term assets in the consolidated condensed balance sheets and amortized on a straight-line basis over the fixed, noncancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. As of March 31, 2024 and December 31, 2023, the net carrying amounts of the Company’s capitalized cloud computing implementation costs were $6.7 million and $6.4 million, respectively. Contract Liabilities The Company records contract liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. As of March 31, 2024 and December 31, 2023, the Company’s contract liability balances were $10.8 million and $10.8 million, respectively, and recorded in other long-term liabilities in the Company’s consolidated condensed balance sheets. As of March 31, 2024 and December 31, 2023, the Company’s contract liabilities consisted of a $10.0 million pre-delivery payment received from United Airlines, Inc. (“United”) under the terms of the Amended United Purchase Agreement (defined below) (see Note 9 - Stock-Based Compensation), and a $0.8 million installment payment received under a contract order with the United States Air Force for the design, development, and ground test of the Company’s production aircraft, Midnight. No revenues were recognized during the three months ended March 31, 2024 and 2023. Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. For all periods presented, the calculation of basic net loss per share excludes shares issued upon the early exercise of stock options where the vesting conditions have not been satisfied. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company also excludes unvested shares subject to repurchase in the number of shares outstanding in the consolidated condensed balance sheets and statements of stockholders’ equity. Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share. Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in the computation of basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net loss per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period. Because the Company reported net losses for all periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share. The diluted net loss per common share was the same for Class A and Class B common shares because they are entitled to the same liquidation and dividend rights. The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share: Three Months Ended March 31, 2024 2023 Options to purchase common stock 2,915,738 4,722,137 Unvested restricted stock units 35,015,943 44,265,187 Warrants 47,011,560 43,347,301 Shares issuable under the Employee Stock Purchase Plan (Note 9) 1,091,452 641,727 Total 86,034,693 92,976,352 Comprehensive Loss Comprehensive loss includes all changes in equity during the period from non-owner sources. The Company’s comprehensive loss consists of its net loss and its unrealized gains or losses on available-for-sale securities. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses, interim segment profit or loss and assets, and how the Chief Operating Decision Maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its disclosures within its consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consisted of the following (in millions): March 31, December 31, Furniture, fixtures, and equipment $ 9.0 $ 7.9 Vehicles 0.1 0.1 Computer hardware 5.4 5.3 Computer software 1.5 1.5 Website design 0.8 0.8 Leasehold improvements 32.5 33.0 Construction in progress 33.5 18.4 Total property and equipment 82.8 67.0 Less: Accumulated depreciation (10.7) (9.4) Total property and equipment, net $ 72.1 $ 57.6 Construction in progress includes costs incurred for the Company’s manufacturing facilities to be constructed in Covington, Georgia and other assets that have not yet been placed in service. The following table presents depreciation expense included in each respective expense category in the consolidated condensed statements of operations (in millions): Three Months Ended March 31, 2024 2023 Research and development $ 2.0 $ 0.7 General and administrative 0.1 0.2 Total depreciation expense $ 2.1 $ 0.9 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in millions): March 31, December 31, Accrued professional fees $ 9.8 $ 9.5 Accrued employee costs 12.7 16.7 Accrued parts and materials 15.9 12.1 Taxes payable 1.3 1.4 Accrued capital expenditures 8.6 9.2 Accrued cloud computing implementation costs 0.4 0.3 Accrued technology and dispute resolution agreements liability (Note 7) — 44.0 Other current liabilities 4.1 3.7 Total $ 52.8 $ 96.9 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable The Company’s notes payable consisted of the following (in millions): March 31, December 31, Synovus Bank Loan $ 18.5 $ 7.5 Loan unamortized discount and loan issuance costs (0.4) (0.3) Total debt, net of discount and loan issuance costs 18.1 7.2 Less current portion, net of discount and loan issuance costs — — Total long-term notes payable, net of discount and loan issuance costs $ 18.1 $ 7.2 Synovus Bank Loan On October 5, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with Synovus Bank, as administrative agent and lender, and the additional lenders (the “Lenders”) from time to time. The Company may request the Lenders to provide multiple term loan advances (together, the “Loan”) in an aggregate principal amount of up to $65.0 million for the construction and development of the Company’s manufacturing facility in Covington, Georgia. The Company is required to make 120 monthly interest payments from November 14, 2023 until maturity, and 84 equal monthly principal installments from November 14, 2026 until maturity. The Credit Agreement matures on the earlier of October 5, 2033 or the date on which the outstanding Loan has been declared or automatically becomes due and payable pursuant to the terms of the Credit Agreement. The interest rate on the Loan is a floating rate per annum equal to secured overnight financing rate (as defined in the Credit Agreement) plus the applicable margin of 2.0%, which increases by 5.0% per annum upon the occurrence of an event of default. The Company’s obligations under the Credit Agreement are secured by funds in a collateral account and the Credit Agreement is guaranteed by the Company’s domestic subsidiaries. The Company may prepay with certain premium that links to the passage of time, and in certain circumstances would be required to prepay the Loan under the Credit Agreement without payment of a premium. The Credit Agreement contains customary representations and warranties, customary affirmative and negative covenants, and customary events of default. As of March 31, 2024, the Company was in compliance with all the covenants of the Credit Agreement. The Company has drawn down $18.5 million of the Loan as of March 31, 2024. The effective interest rate for the draw downs ranged from 7.6% to 8.1% as of March 31, 2024. The loan issuance costs will be amortized to interest expense over the contractual term of the Loan. During the three months ended March 31, 2024, the Company recognized interest expense of $0.3 million, including an immaterial amount related to the amortization of issuance costs within interest income, net in the consolidated condensed statements of operations. The carrying value of the Loan, net of unamortized issuance costs of $0.4 million, was $18.1 million as of March 31, 2024. The future scheduled principal maturities of the Loan as of March 31, 2024 are as follows (in millions): Remaining 2024 $ — 2025 — 2026 $ 0.1 2027 $ 0.7 2028 $ 0.7 Thereafter $ 17.0 $ 18.5 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office, lab, hangar, and storage facilities under various operating lease agreements with lease periods exp iring between 2024 and 2030 and g enerally containing periodic rent increases and various renewal and termination options. The Company’s lease costs were as follows (in millions): Three Months Ended March 31, 2024 2023 Operating lease cost $ 1.2 $ 1.8 Short-term lease cost 0.1 — Total lease cost $ 1.3 $ 1.8 The Company’s weighted-average remaining lease term and discount rate as of March 31, 2024 and 2023 were as follows: 2024 2023 Weighted-average remaining lease term (in months) 53 48 Weighted-average discount rate 14.6 % 13.9 % The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of March 31, 2024 were as follows (in millions): Remaining 2024 $ 4.6 2025 5.7 2026 4.7 2027 2.1 2028 2.2 Thereafter 4.4 Total future lease payments 23.7 Less: leasehold improvement allowance (1.1) Total net future lease payments 22.6 Less: imputed interest (6.9) Present value of future lease payments $ 15.7 Supplemental cash flow information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions): Three Months Ended March 31, 2024 2023 Operating cash outflows from operating leases $ 1.1 $ 1.6 Operating lease liabilities from obtaining right-of-use assets $ 0.3 $ 0.1 Finance Lease In February 2023, the Company entered into a lease arrangement with the Newton County Industrial Development Authority (the “Authority”) for the Company’s manufacturing facilities to be constructed in Covington, Georgia. In connection with the lease arrangement, the Authority issued a taxable revenue bond (the “Bond”), which was acquired by the Company. The arrangement is structured so that the Company’s lease payments to the Authority equal and offset the Authority’s bond payments to the Company. Accordingly, the Company offsets the finance lease obligation and the Bond on its consolidated condensed balance sheets. Letters of Credit As of March 31, 2024, the Company had standby letters of credit in the aggregate outstanding amount of $5.7 million, secured with restricted cash. Litigation During the ordinary course of the business, the Company may be subject to legal proceedings, various claims, and litigation. Such proceedings can be costly, time consuming, and unpredictable, and therefore, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s financial condition or results of operations. Wisk Litigation and Settlement On April 6, 2021, Wisk Aero LLC (“Wisk”) brought a lawsuit against the Company in the United States District Court for the Northern District of California alleging misappropriation of trade secrets and patent infringement. The Company filed certain counterclaims for defamation, tortious interference and unfair competition. On August 10, 2023, the Company, the Boeing Company (“Boeing”) and Wisk entered into a series of agreements that provide for, among other things, certain investments by Boeing into the Company and an autonomous flight technology collaboration between Wisk and the Company, the issuance of certain warrants to Wisk and resolution of the federal and state court litigation between the parties (the “Technology and Dispute Resolution Agreements”). Pursuant to a private placement transaction entered into by the Company on August 10, 2023, Boeing subscribed to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and received registration rights with respect to such shares of Common Stock and the shares of Common Stock underlying the Wisk Warrant (as defined below) pursuant to a registration rights agreement. Pursuant to the Technology and Dispute Resolution Agreements, the Company issued Wisk a warrant to purchase up to 13,176,895 shares of Common Stock with an exercise price of $0.01 per share (the “Wisk Warrant”). The Wisk Warrant has now vested and became exercisable, subject to the terms and conditions of the underlying warrant agreement, for the full amount of such shares. The Company recorded the initial vested share tranche within equity at its fair value. The Company recognized technology and dispute resolution agreements expense for the initial vested tranche upon issuance. The Company recorded the unvested portion of the Wisk Warrant as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a gain or loss in the Company’s consolidated condensed statements of operations. The initial offsetting entry to the warrant liability was technology and dispute resolution agreements expense. During the three months ended March 31, 2024, the Company recorded a loss of $10.3 million to recognize the change in fair value of the warrant upon issuance and recorded the outstanding warrant within equity at its fair value. |
Preferred and Common Stock
Preferred and Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Preferred and Common Stock | Preferred and Common Stock Preferred Stock As of March 31, 2024, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock. Class A and Class B Common Stock Except for voting rights and conversion rights, or as otherwise required by applicable law, the shares of the Company’s Class A common stock and Class B common stock have the same powers, preferences, and rights and rank equally, share ratable and are identical in all respects as to all matters. The rights, privileges, and preferences are as follows: Voting Holders of the Company’s Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of Class B common stock are entitled to ten votes per share on all matters to be voted upon by the stockholders. The holders of Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a vote of the stockholders, unless otherwise required by Delaware law or the Company’s amended and restated certificate of incorporation. Dividends Holders of Class A common stock and Class B common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors in its discretion out of funds legally available therefor. No dividends on common stock have been declared by the Company’s Board of Directors through March 31, 2024, and the Company does not expect to pay dividends in the foreseeable future. Preemptive Rights Stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock and Class B common stock. Conversion Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon transfer to a non-authorized holder. In addition, Class B common stock is subject to “sunset” provisions, under which all shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon the earliest to occur of (i) the ten-year anniversary of the closing of the Business Combination, (ii) the date specified by the holders of two-thirds of the then outstanding Class B common stock, voting as a separate class, and (iii) when the number of Class B common stock represents less than 10% of the aggregate number of Class A common stock and Class B common stock then outstanding. In addition, each share of Class B common stock will automatically convert into an equal number of Class A common stock upon the earliest to occur of (a) in the case of a founder of the Company, the date that is nine months following the death or incapacity of such founder, and, in the case of any other holder, the date of the death or incapacity of such holder, (b) in the case of a founder of the Company, the date that is 12 months following the date that such founder ceases to provide services to the Company and its subsidiaries as an executive officer, employee or director of the Company, and, in the case of any other holder, immediately at the occurrence of any such event, and (c) in the case of a founder of the Company or any other holder, at least 80% (subject to customary capitalization adjustments) of the Class B common stock held by such founder or holder (on a fully as converted/as exercised basis) as of immediately following the closing of the Business Combination having been transferred (subject to exceptions for certain permitted transfers). During the three months ended March 31, 2024 and 2023, 200,000 and 2,250,000 shares of Class B common stock were converted into Class A common stock, respectively. Liquidation In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied. At-The-Market Program In November 2023, the Company entered into an Open Market Sales Agreement SM (the “Sales Agreement”) with Cantor Fitzgerald & Co., as the sales agent, pursuant to which the Company may offer and sell shares of the Company’s Class A common stock having an aggregate offering amount of up to $70.0 million (the “ATM Program”). The Company will pay Cantor Fitzgerald & Co. a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of Class A common stock pursuant to the ATM Program. During the three months ended March 31, 2024, the Company sold 6,569,896 shares of Class A common stock for net proceeds of $33.9 million. As of March 31, 2024, the Company had $14.6 million remaining eligible for sale under the ATM Program. |
Stock-Based Compensation_
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Amended and Restated 2021 Plan In August 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the stockholders of the Company in September 2021 and became effective immediately upon the closing of the Business Combination. In April 2022, the Company amended and restated the 2021 Plan (the “Amended and Restated 2021 Plan”), which was approved by the stockholders of the Company in June 2022. The aggregate number of shares of Class A common stock that may be issued under the plan increased to 34,175,708. In addition, the number of shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Plan will automatically increase on January 1st of each year following this amendment, starting on January 1, 2023 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) 5.0% of the total number of shares of Class A and Class B common stock outstanding on December 31 of the preceding year, or (ii) a lesser number of shares of Class A common stock determined by the Board of Directors prior to the date of the increase (the “EIP Evergreen Provision”). The EIP Evergreen Provision is calculated using the number of legally outstanding shares of common stock and includes shares, such as unvested shares pursuant to early exercised stock options, that are not considered outstanding for accounting purposes. In accordance therewith, the number of shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Plan increased by 15,320,111 shares on January 1, 2024. The Amended and Restated 2021 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other awards to employees, directors, and non-employees. In connection with the adoption of the 2021 Plan, the Company ceased issuing awards under its 2019 Equity Incentive Plan (the “2019 Plan”). Following the closing of the Business Combination, the Company assumed the outstanding stock options under the 2019 Plan and converted such stock options into options to purchase the Company’s common stock. Such stock options will continue to be governed by the terms of the 2019 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire. Employee Stock Purchase Plan In August 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately upon the closing of the Business Combination. The ESPP permits eligible employees to purchase shares of Class A common stock at a price equal to 85.0% of the lower of the fair market value of Class A common stock on the first day of an offering or on the date of purchase. Additionally, the number of shares of Class A common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (i) 1.0% of the total number of shares of Class A common stock outstanding on December 31 of the preceding year; (ii) 9,938,118 shares of Class A common stock; or (iii) a lesser number of shares of Class A common stock determined by the Board of Directors prior to the date of the increase (the “ESPP Evergreen Provision”). The ESPP Evergreen Provision is calculated using the number of legally outstanding shares of common stock and includes shares, such as unvested shares pursuant to early exercised stock options, that are not considered outstanding for accounting purposes. In accordance therewith, the number of shares of Class A common stock reserved for issuance under the ESPP increased by 2,679,473 on January 1, 2024. As of March 31, 2024, the maximum number of shares authorized for issuance under the ESPP was 11,085,810, of which 9,857,178 shares remained available under the ESPP. The Company currently offers six-month offering periods, and at the end of each offering period, which occurs every six months on May 31 and November 30, employees can elect to purchase shares of the Company’s Class A common stock with contributions of up to 15.0% of their base pay, accumulated via payroll deductions, subject to certain limitations. The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of each award granted under the ESPP. The following table sets forth the key assumptions and fair value results for each award granted in the Company’s six-month offering period that started on December 1, 2023: December 1, 2023 Stock price $ 6.30 Risk-free interest rate 5.3 % Term (in years) 0.5 Volatility 97.5 % Dividend yield 0.0 % Grant date fair value per share $ 2.62 During the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $0.7 million and $0.3 million for the ESPP, respectively. As of March 31, 2024, the total remaining stock-based compensation expense was $0.4 million for the ESPP, which is expected to be recognized over the current six-month offering period until May 31, 2024. Annual Equity Awards Subject to the achievement of certain performance goals established by the Company from time to time, the Company’s employees are eligible to receive an annual incentive bonus that will entitle them to an annual grant of restricted stock units (“RSUs”) that are fully vested on the date of grant. Furthermore, all annual equity awards are contingent and issued only upon approval by the Company’s Board of Directors or the Compensation Committee. During the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $3.8 million and $2.9 million, respectively, related to these annual equity awards. Stock Options A summary of the Company’s stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In millions) Outstanding as of January 1, 2024 3,174,114 $ 0.12 6.7 $ 19.1 Exercised (253,290) 0.08 1.2 Expired/forfeited (5,086) 0.15 Outstanding as of March 31, 2024 2,915,738 0.12 6.4 13.1 Exercisable as of March 31, 2024 1,401,617 $ 0.13 6.5 $ 6.3 Vested and expected to vest as of March 31, 2024 2,915,738 0.12 6.4 13.1 The Company recognized stock-based compensation expense of $0.8 million and $0.7 million for stock options for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the total remaining stock-based compensation expense for unvested stock options was $4.2 million, which is expected to be recognized over a weighted-average period of 0.7 years. Restricted Stock Units A summary of the Company’s RSU activity is as follows: Number of Shares Weighted Average Grant Fair Value Outstanding as of January 1, 2024 31,522,483 $ 4.99 Granted 6,579,055 4.85 Vested (4,845,299) 4.23 Forfeited (115,296) 4.42 Outstanding as of March 31, 2024 33,140,943 5.08 During the three months ended March 31, 2024, the Company granted 2,735,840 RSUs under the Amended and Restated 2021 Plan, representing the annual equity awards for 2023. The RSUs were fully vested on the date of grant and settled in Class A common stock on a one-for-one basis. In addition, the Company granted 3,270,695 RSUs under the Amended and Restated 2021 Plan, which generally vest over a three employment during the annual service periods. In all other cases, the award will not vest and all rights to the PSUs will terminate. The Company determined the fair value of the PSUs using a Monte Carlo simulation model on the grant date. The Company will recognize compensation expense for the PSUs on a straight-line basis over the three-year performance period. The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the PSUs: March 26, 2024 Stock price $ 4.79 Term (in years) 3.0 Volatility 87.1 % Risk-free interest rate 4.3 % Dividend yield 0.0 % Immediately prior to closing of the Business Combination, each of the Company’s founders was granted 20,009,224 RSUs under the 2019 Plan (each, a “Founder Grant” and collectively, the “Founder Grants”) pursuant to the terms and conditions of the Business Combination Agreement , dated February 10, 2021, as amended and restated on July 29, 2021 (the “Business Combination Agreement”). One-quarter of each Founder Grants was intended to vest upon the achievement of the earlier to occur of (i) a price-based milestone or (ii) a performance-based milestone, with a different set of such price and performance-based milestones applying to each quarter of each of the Founder Grants and so long as the achievement occurs within seven years following the closing of the Business Combination. The Company accounts for the Founder Grants as four separate tranches, with each tranche consisting of two award conditions, a performance award condition and market award condition. Each tranche vests when either the market condition or performance condition is satisfied (only one condition is satisfied). The Company determined the fair value of the performance award by utilizing the trading price on the Closing Date. When the applicable performance milestone is deemed probable of being achieved, the Company will recognize compensation expense for the portion earned to date over the requisite period. For the market award, the Company determined both the fair value and derived service period using a Monte Carlo simulation model on the Closing Date. The Company will recognize compensation expense for the market award on a straight-line basis over the derived service period. If the applicable performance condition is not probable of being achieved, compensation cost for the value of the award incorporating the market condition is recognized, so long as the requisite service is provided. If the performance milestone becomes probable of being achieved, the full fair value of the award will be recognized, and any remaining expense for the market award will be canceled. One-quarter of each of the Founder Grants, totaling 5,002,306 shares of Class B common stock, vested immediately prior to the Closing Date pursuant to the terms and conditions of the Business Combination Agreement. On April 14, 2022, the vested 5,002,306 shares of Class B common stock of the Company’s former co-CEO were cancelled. On July 13, 2023, following the end of 15 months from the separation of the former co-CEO from the Company on April 13, 2022, the officer’s unvested 15,006,918 shares of Class B common stock for the remaining three tranches were forfeited. The Company reversed the previously recognized stock-compensation expense associated with these shares for $59.1 million. As of March 31, 2024, there were 15,006,918 shares of Class B common stock outstanding for the remaining Founder Grant. During the three months ended March 31, 2024, the performance condition of the second tranche of the outstanding Founder Grant became probable of being achieved. For the three months ended March 31, 2024 and 2023, the Company recorded $22.4 million and $16.0 million, respectively, of stock-based compensation expense for the remaining three tranches of the outstanding Founder Grants in general and administrative expenses in the consolidated condensed statements of operations. Of the amounts recorded during the three months ended March 31, 2023, approximately $8.0 million of stock-based compensation expense associated with the forfeiture were reversed in July 2023 and recorded during the year ended December 31, 2023. For the three months ended March 31, 2024 and 2023, the Company recorded $13.0 million and $5.3 million of stock-based compensation expense, respectively, related to RSUs (excluding the Founder Grants). As of March 31, 2024, the total remaining stock-based compensation expense for unvested RSUs (including the remaining Founder Grant) was $115.4 million, which is expected to be recognized over a weighted-average period of 0.9 years. Restricted Stock In August 2023, the Company issued 1,985,559 shares of Class A common stock to an outside vendor to satisfy $11.0 million of the Company’s outstanding payable to that vendor. The Company records stock-based compensation expense for stock-based compensation awards based on the fair value on the date of grant. The stock-based compensation expense is recognized ratably over the course of the requisite service period. The Company has elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all stockholders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company will reverse stock-based compensation expense previously recognized in the period the award is forfeited. The following table presents stock-based compensation expense included in each respective expense category in the consolidated condensed statements of operations (in millions): Three Months Ended March 31, 2024 2023 Research and development $ 12.4 $ 6.7 General and administrative 28.3 19.0 Total stock-based compensation expense $ 40.7 $ 25.7 Warrants A summary of the Company’s warrant activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In millions) Outstanding as of January 1, 2024 20,788,247 $ 0.01 4.5 $ 127.4 Outstanding as of March 31, 2024 20,788,247 0.01 4.2 $ 95.8 Vested and exercisable as of March 31, 2024 7,839,893 $ 0.01 3.1 $ 36.1 United Airlines On January 29, 2021, the Company entered into a Purchase Agreement (the “United Purchase Agreement”), Collaboration Agreement (the “United Collaboration Agreement”), and Warrant to Purchase Shares Agreement (the “United Warrant Agreement”) with United. Under the terms of the United Purchase Agreement, United has a conditional purchase order for up to 200 of the Company’s aircraft, with an option to purchase an additional 100 aircraft. Those purchases are conditioned upon the Company meeting certain conditions that include, but are not limited to, the certification of the Company’s aircraft by the FAA and further negotiation and reaching of mutual agreement on certain material terms related to the purchases. The Company issued 14,741,764 warrants to United to purchase shares of the Company’s Class A common stock. Each warrant provides United with the right to purchase one share of the Company’s Class A common stock at an exercise price of $0.01 per share. The warrants were initially expected to vest in four installments in accordance with the following milestones: the execution of the United Purchase Agreement and the United Collaboration Agreement, the completion of the Business Combination, the certification of the aircraft by the FAA, and the sale of aircraft to United. On August 9, 2022, the Company entered into Amendment No. 1 to the United Purchase Agreement (the “Amended United Purchase Agreement”) and Amendment No. 1 to the United Warrant Agreement (the “Amended United Warrant Agreement”). In association with the Amended United Purchase Agreement, the Company received a $10.0 million pre-delivery payment from United for 100 of the Company’s aircraft (the “Pre-Delivery Payment”), which was recognized as a contract liability in other long-term liabilities in the Company’s consolidated condensed balance sheets. Pursuant to the Amended United Warrant Agreement, the vesting condition of the fourth milestone of the United Warrant Agreement was modified, and the warrants now vest in four installments in accordance with the following sub-milestones: (i) 737,088 warrants vested upon receipt by the Company of the Pre-Delivery Payment on August 9, 2022; (ii) 2,211,264 warrants vested on February 9, 2023 upon the six-month anniversary of the amendment date; (iii) 3,685.45 warrants shall vest upon the acceptance and delivery of each of the Company’s 160 aircraft; and (iv) 22,112.65 warrants shall vest upon the acceptance and delivery of each of the Company’s 40 aircraft. The Company accounts for the Amended United Purchase Agreement and the United Collaboration Agreement under ASC 606, Revenue from Contracts with Customers . The Company identified the sale of each aircraft ordered by United as a separate performance obligation in the contract. As the performance obligations have not been satisfied, the Company has not recognized any revenue as of March 31, 2024. With respect to the warrant vesting milestones outlined above, the Company accounts for them as consideration payable to a customer under ASC 606 related to the future purchase of aircraft by United. The Company determined that the warrants are classified as equity awards based on the criteria of ASC 480, Distinguishing Liabilities from Equity and ASC 718, Compensation — Stock Compensation . Pursuant to ASC 718, the Company measured the grant date fair value of the warrants to be recognized upon the achievement of each of the original four milestones and the vesting of the related warrants. For the first milestone, issuance of the warrants in conjunction with the execution of the United Purchase Agreement and the United Collaboration Agreement, the Company recorded the grant date fair value of the respective warrant tranche at the vesting date upon satisfaction of the milestone, and the related costs were recorded in other warrant expense due to the absence of historical or probable future revenue. For the second milestone, the completion of the Business Combination transaction, the related costs were also recorded in other warrant expense due to the absence of historical or probable future revenue. For the third milestone, the certification of the aircraft by the FAA, the Company will assess whether it is probable that the award will vest at the end of every reporting period. If and when the award is deemed probable of vesting, the Company will begin capitalizing the grant date fair value of the associated warrants as an asset through the vesting date and subsequently amortize the asset as a reduction to revenue as it sells the new aircraft to United. For the original fourth milestone, the sale of aircraft to United, the Company was initially expected to record the cost associated with the vesting of each portion of warrants within this milestone as a reduction of the transaction price as revenue is recognized for each sale of the aircraft. In connection with the Amended United Warrant Agreement, the Company evaluated the accounting implications associated with the amendment to the fourth milestone in accordance with ASC 606 and ASC 718. For the first sub-milestone, the receipt of the Pre-Delivery Payment, the Company accounted for it as a modification under ASC 718 and recorded the modification date fair value of the associated warrants in other warrant expense upon satisfaction of the sub-milestone on August 9, 2022. For the second sub-milestone, the vesting of warrants on February 9, 2023, the Company accounted for it as a modification under ASC 718 and recorded the modification date fair value of the associated warrants in other warrant expense on a straight-line basis over six months following the amendment date. The modification date fair value of each warrant associated with the first and second sub-milestones was determined to be $4.37, which was the stock price of the Company’s Class A common stock at the modification date. For the third and fourth sub-milestones, the sale of 160 aircraft and 40 aircraft, respectively, the Company determined that the amendment does not represent a modification under ASC 718. The Company will record the cost associated with the vesting of each portion of the associated warrants as a reduction of the transaction price based on the original grant date fair value as revenue is recognized for each sale of the aircraft. There was no other warrant expense recognized for the three months ended March 31, 2024. For the three months ended March 31, 2023, the Company recorded $2.1 million in other warrant expense, in the consolidated condensed statement of operations related to the second sub-milestone under the fourth milestone, and a total of 2,211,264 warrants vested from achievement of this milestone. In August 2023, the Company issued 2,942,778 shares of Class A common stock to United, who cashless net exercised 2,948,352 warrants related to the achievement of the first two sub-milestones under the fourth milestone. Stellantis N.V. On January 3, 2023, the Company entered into a manufacturing and collaboration agreement with Stellantis N.V. (“Stellantis”), pursuant to which the Company and Stellantis will collaborate on the development and implementation of the Company’s manufacturing operations for the production of its eVTOL aircraft products (the “Stellantis Collaboration Agreement”). In connection with the Stellantis Collaboration Agreement, the Company entered into a forward purchase agreement (as amended, the “Stellantis Forward Purchase Agreement”) and a warrant agreement (the “Stellantis Warrant Agreement”) with Stellantis on January 3, 2023. Under the terms of the Stellantis Forward Purchase Agreement, the Company may elect, in the Company’s sole discretion, to issue and sell to Stellantis up to $150.0 million of shares of the Company’s Class A common stock, following the satisfaction of certain Milestones (as defined in the Stellantis Forward Purchase Agreement) and pursuant to the terms and conditions of the Stellantis Forward Purchase Agreement. As any issuance of Class A common stock by the Company to Stellantis pursuant to the Stellantis Forward Purchase Agreement is at the election of the Company, the Company will recognize any share issuance at the time it elects to issue and sell shares to Stellantis. Under the terms of the Stellantis Warrant Agreement, Stellantis is entitled to purchase up to 15.0 million shares of the Company’s Class A common stock, at an exercise price of $0.01 per share (the “Stellantis Warrant”). The Stellantis Warrant will vest and become exercisable in three equal tranches upon 12, 24 and 36 months of the grant date, provided that (i) Stellantis has performed certain undertakings set forth in the Stellantis Collaboration Agreement and/or (ii) the VWAP (as defined in the Stellantis Warrant Agreement) for the Class A common stock exceeding certain specified amounts. Pursuant to the terms and conditions of the Stellantis Collaboration Agreement, Stellantis is deemed to have performed the undertakings if the Stellantis Collaboration Agreement has not been terminated by the Company as of the specified vesting date for each tranche. As the Company is currently in pre-revenue stage and is not generating any revenue from the Stellantis Collaboration Agreement, all costs incurred with third parties are recorded based on the nature of the costs incurred. The Company accounts for the warrant in accordance with the provisions of ASC 718. The grant date fair value of each warrant was determined to be $1.93, which was the closing price of the Company’s Class A common stock on January 3, 2023. For each tranche of the warrant, the Company will recognize compensation costs as the related services are received from Stellantis on a straight-line basis over the associated service period. During the three months ended March 31, 2024 and 2023, the Company recorded $2.1 million and $4.2 million of research and development expense in the consolidated condensed statements of operations in connection with the Stellantis Collaboration Agreement. On June 23, 2023, the Company issued 6,337,039 shares of Class A common stock to Stellantis at a price of $3.95 per share in connection with the first milestone under the Stellantis Forward Purchase Agreement and received approximately $25.0 million in gross proceeds. The Company recognized the issued shares at a fair value of $3.38 per share, which was the closing price of the Company’s Class A common stock on June 23, 2023, and recognized a gain of $3.6 million within other income (expense), net in the consolidated statements of operations during the year ended December 31, 2023, to account for the difference between the amount of cash proceeds and the fair value of the issued shares. On August 10, 2023, Stellantis waived certain conditions provided for in the Stellantis Forward Purchase Agreement relating to the Company’s actual achievement pursuant to Milestone 2 (as defined in the Stellantis Forward Purchase Agreement). In connection with this waiver, the Company submitted an election notice to draw down upon the $70.0 million applicable to Milestone 2, which equals 12,313,234 shares of the Company’s Class A common stock. This drawdown was completed on October 16, 2023. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recognized foreign current income tax provision of $0.2 million during the three months ended March 31, 2024. The Company did not recognize any current income tax provision during the three months ended March 31, 2023. The Company did not record any deferred income tax provision for the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024 and 2023, the provision for income taxes differed from the United States federal statutory rate primarily due to foreign taxes currently payable. The Company realized no benefit for the current year losses due to a full valuation allowance against the United States and foreign net deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections, and the Company’s lack of taxable income in the carryback period, the Company did not believe it is more-likely-than-not that the net deferred tax assets will be realizable. Accordingly, the Company had provided a full valuation allowance against the entire domestic and the majority of the foreign net deferred tax assets as of March 31, 2024 and December 31, 2023. The Company intends to maintain the full valuation allowance on the United States net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. |
Liability Classified Warrants
Liability Classified Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Liability Classified Warrants | Liability Classified Warrants As of March 31, 2024, there were 17,398,947 public w arrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the public warrants. The public warrants became exercisable on October 30, 2021, 12 months after the closing of the initial public offering of Atlas , the predecessor of Archer. The public warrants will expire five years from the consummation of the Business Combination or earlier upon redemption or liquidation. Once the public warrants become exercisable, the Company may redeem the public warrants for redemption: • in whole and not in part; • at a price of $0.01 per public warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Each public warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of Class A common stock issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. The public warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. As of March 31, 2024, there were 8,000,000 private placement warrants outstanding. The private placement warrants are identical to the public warrants underlying the shares sold in the initial public offering of Atlas, except that the private placement warrants and the shares of Class A common stock issuable upon the exercise of the private placement warrants became transferable, assignable, and salable on October 16, 2021, 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date of the issuance of these consolidated condensed financial statements. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated condensed financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (116.5) | $ (113.1) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of financial position, results of operations, and cash flows for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The unaudited consolidated condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024. The December 31, 2023 consolidated condensed balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. |
Cash, Cash Equivalents, and Restricted Cash | Cash consists of cash on deposit with financial institutions. Cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. |
Cash and Cash Equivalents | Restricted cash consists primarily of cash held as security for the Company’s standby letters of credit. |
Short-Term Investments | Short-Term Investments The Company had short-term investments in marketable securities with original maturities of less than one year, including United States Treasury securities, corporate debt securities and commercial paper. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. These marketable securities are carried at fair value, and unrealized gains and losses are recorded in other comprehensive loss in the consolidated condensed statements of comprehensive loss, which is reflected as a component of stockholders’ equity. These marketable securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. If the impairment is deemed other than temporary, the security is written down to its fair value and a loss is recognized in other income (expense), net. Realized gains and losses from the sale of marketable securities and from declines in value deemed to be other than temporary are determined based on the specific identification method and recognized in other income (expense), net in the consolidated condensed statements of operations. As of March 31, 2024 and December 31, 2023, the Company had no short-term investments. |
Fair Value Measurements | Fair Value Measurements The Company applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. Cash Equivalents The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. The Company classifies its money market funds as Level 1, because they are valued based on quoted market prices in active markets. Public Warrants Private Placement Warrants The Company utilizes a Monte Carlo simulation model for the private placement warrants at each reporting period, with changes in fair value recognized in the consolidated condensed statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield. Financial Instruments Not Recorded at Fair Value on a Recurring Basis Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the consolidated condensed balance sheets. The fair value of debt as of March 31, 2024 approximates its carrying value (Level 2). Refer to Note 6 - Notes Payable for additional information. Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis Certain assets and liabilities are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist solely of domain names and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Amortization of domain names is provided over a 15-year estimated useful life on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has analyzed a variety of factors to determine if any circumstance could trigger an impairment loss, and, at this time and based on the information presently known, no event has occurred and indicated that it is more likely than not that an impairment loss has been incurred. Therefore, the Company did not record any impairment charges for its intangible assets for the three months ended March 31, 2024 and 2023. |
Cloud Computing Arrangements | Cloud Computing Arrangements |
Contract Liabilities | Contract Liabilities The Company records contract liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. As of March 31, 2024 and December 31, 2023, the Company’s contract liability balances were $10.8 million and $10.8 million, respectively, and recorded in other long-term liabilities in the Company’s consolidated condensed balance sheets. As of March 31, 2024 and December 31, 2023, the Company’s contract liabilities consisted of a $10.0 million pre-delivery payment received from United Airlines, Inc. (“United”) under the terms of the Amended United Purchase Agreement (defined below) (see Note 9 - Stock-Based Compensation), and a $0.8 million installment payment received under a contract order with the United States Air Force for the design, development, and ground test of the Company’s production aircraft, Midnight. No revenues were recognized during the three months ended March 31, 2024 and 2023. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. For all periods presented, the calculation of basic net loss per share excludes shares issued upon the early exercise of stock options where the vesting conditions have not been satisfied. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company also excludes unvested shares subject to repurchase in the number of shares outstanding in the consolidated condensed balance sheets and statements of stockholders’ equity. Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share. Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in the computation of basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net loss per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period. Because the Company reported net losses for all periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share. The diluted net loss per common share was the same for Class A and Class B common shares because they are entitled to the same liquidation and dividend rights. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes all changes in equity during the period from non-owner sources. The Company’s comprehensive loss consists of its net loss and its unrealized gains or losses on available-for-sale securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses, interim segment profit or loss and assets, and how the Chief Operating Decision Maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its disclosures within its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated condensed balance sheets that sum to amounts reported on the consolidated condensed statements of cash flows (in millions): March 31, December 31, Cash and cash equivalents $ 405.8 $ 464.6 Restricted cash 6.7 6.9 Total cash, cash equivalents, and restricted cash $ 412.5 $ 471.5 |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in millions): As of March 31, 2024 Description Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 297.5 $ — $ — $ 297.5 Liabilities: Warrant liability – public warrants $ 12.5 $ — $ — $ 12.5 Warrant liability – private placement warrants $ — $ — $ 6.6 $ 6.6 As of December 31, 2023 Description Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 339.6 $ — $ — $ 339.6 Liabilities: Warrant liability – public warrants $ 25.4 $ — $ — $ 25.4 Warrant liability – private placement warrants $ — $ — $ 14.5 $ 14.5 Accrued technology and dispute resolutions agreements liability $ — $ — $ 44.0 $ 44.0 |
Schedule of Cash Equivalents and Short-Term Investments | The following table presents a summary of the Company’s cash equivalents as of March 31, 2024 and December 31, 2023 (in millions): As of March 31, 2024 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 297.5 $ — $ — $ 297.5 Total $ 297.5 $ — $ — $ 297.5 As of December 31, 2023 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 339.6 $ — $ — $ 339.6 Total $ 339.6 $ — $ — $ 339.6 |
Schedule of Key Inputs into the Monte Carlo Simulation Model for the Private Placement Warrants | The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows: Input March 31, December 31, Stock price $ 4.62 $ 6.14 Strike price $ 11.50 $ 11.50 Dividend yield 0.0 % 0.0 % Term (in years) 2.5 2.7 Volatility 65.5 % 70.2 % Risk-free rate 4.5 % 4.0 % The key inputs into the Monte Carlo simulation model for the accrued technology and dispute resolution agreements liability are as follows: Input December 31, 2023 Stock price $ 6.14 Strike price $ 0.01 Dividend yield 0.0 % Term (in years) 0.1 Volatility 60.0 % Risk-free rate 5.4 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the change in fair value of the Company’s Level 3 private placement warrants and accrued technology and dispute resolution agreements liability during the three months ended March 31, 2024 (in millions): Balance as of December 31, 2023 $ 58.5 Change in fair value 2.4 Less: settlement of accrued technology and dispute resolution agreements liability (54.3) Balance as of March 31, 2024 $ 6.6 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share: Three Months Ended March 31, 2024 2023 Options to purchase common stock 2,915,738 4,722,137 Unvested restricted stock units 35,015,943 44,265,187 Warrants 47,011,560 43,347,301 Shares issuable under the Employee Stock Purchase Plan (Note 9) 1,091,452 641,727 Total 86,034,693 92,976,352 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment Net | Property and equipment, net, consisted of the following (in millions): March 31, December 31, Furniture, fixtures, and equipment $ 9.0 $ 7.9 Vehicles 0.1 0.1 Computer hardware 5.4 5.3 Computer software 1.5 1.5 Website design 0.8 0.8 Leasehold improvements 32.5 33.0 Construction in progress 33.5 18.4 Total property and equipment 82.8 67.0 Less: Accumulated depreciation (10.7) (9.4) Total property and equipment, net $ 72.1 $ 57.6 The following table presents depreciation expense included in each respective expense category in the consolidated condensed statements of operations (in millions): Three Months Ended March 31, 2024 2023 Research and development $ 2.0 $ 0.7 General and administrative 0.1 0.2 Total depreciation expense $ 2.1 $ 0.9 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in millions): March 31, December 31, Accrued professional fees $ 9.8 $ 9.5 Accrued employee costs 12.7 16.7 Accrued parts and materials 15.9 12.1 Taxes payable 1.3 1.4 Accrued capital expenditures 8.6 9.2 Accrued cloud computing implementation costs 0.4 0.3 Accrued technology and dispute resolution agreements liability (Note 7) — 44.0 Other current liabilities 4.1 3.7 Total $ 52.8 $ 96.9 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s notes payable consisted of the following (in millions): March 31, December 31, Synovus Bank Loan $ 18.5 $ 7.5 Loan unamortized discount and loan issuance costs (0.4) (0.3) Total debt, net of discount and loan issuance costs 18.1 7.2 Less current portion, net of discount and loan issuance costs — — Total long-term notes payable, net of discount and loan issuance costs $ 18.1 $ 7.2 |
Schedule of Maturities of Long-term Debt | The future scheduled principal maturities of the Loan as of March 31, 2024 are as follows (in millions): Remaining 2024 $ — 2025 — 2026 $ 0.1 2027 $ 0.7 2028 $ 0.7 Thereafter $ 17.0 $ 18.5 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Costs | The Company’s lease costs were as follows (in millions): Three Months Ended March 31, 2024 2023 Operating lease cost $ 1.2 $ 1.8 Short-term lease cost 0.1 — Total lease cost $ 1.3 $ 1.8 The Company’s weighted-average remaining lease term and discount rate as of March 31, 2024 and 2023 were as follows: 2024 2023 Weighted-average remaining lease term (in months) 53 48 Weighted-average discount rate 14.6 % 13.9 % Supplemental cash flow information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions): Three Months Ended March 31, 2024 2023 Operating cash outflows from operating leases $ 1.1 $ 1.6 Operating lease liabilities from obtaining right-of-use assets $ 0.3 $ 0.1 |
Schedule of Operating Lease Maturities | The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of March 31, 2024 were as follows (in millions): Remaining 2024 $ 4.6 2025 5.7 2026 4.7 2027 2.1 2028 2.2 Thereafter 4.4 Total future lease payments 23.7 Less: leasehold improvement allowance (1.1) Total net future lease payments 22.6 Less: imputed interest (6.9) Present value of future lease payments $ 15.7 |
Stock-Based Compensation_ (Tabl
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The following table sets forth the key assumptions and fair value results for each award granted in the Company’s six-month offering period that started on December 1, 2023: December 1, 2023 Stock price $ 6.30 Risk-free interest rate 5.3 % Term (in years) 0.5 Volatility 97.5 % Dividend yield 0.0 % Grant date fair value per share $ 2.62 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In millions) Outstanding as of January 1, 2024 3,174,114 $ 0.12 6.7 $ 19.1 Exercised (253,290) 0.08 1.2 Expired/forfeited (5,086) 0.15 Outstanding as of March 31, 2024 2,915,738 0.12 6.4 13.1 Exercisable as of March 31, 2024 1,401,617 $ 0.13 6.5 $ 6.3 Vested and expected to vest as of March 31, 2024 2,915,738 0.12 6.4 13.1 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of the Company’s RSU activity is as follows: Number of Shares Weighted Average Grant Fair Value Outstanding as of January 1, 2024 31,522,483 $ 4.99 Granted 6,579,055 4.85 Vested (4,845,299) 4.23 Forfeited (115,296) 4.42 Outstanding as of March 31, 2024 33,140,943 5.08 |
Schedule of Share-Based Payment Award, Valuation Assumptions | The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the PSUs: March 26, 2024 Stock price $ 4.79 Term (in years) 3.0 Volatility 87.1 % Risk-free interest rate 4.3 % Dividend yield 0.0 % |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents stock-based compensation expense included in each respective expense category in the consolidated condensed statements of operations (in millions): Three Months Ended March 31, 2024 2023 Research and development $ 12.4 $ 6.7 General and administrative 28.3 19.0 Total stock-based compensation expense $ 40.7 $ 25.7 |
Share-based Payment Arrangement, Warrant Activity | A summary of the Company’s warrant activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In millions) Outstanding as of January 1, 2024 20,788,247 $ 0.01 4.5 $ 127.4 Outstanding as of March 31, 2024 20,788,247 0.01 4.2 $ 95.8 Vested and exercisable as of March 31, 2024 7,839,893 $ 0.01 3.1 $ 36.1 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 3 Months Ended |
Mar. 31, 2024 lineOfBusiness | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of lines of business | 2 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 1,265.3 | $ 1,148.8 |
Cash and cash equivalents | $ 405.8 | $ 464.6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Sep. 19, 2023 USD ($) | Aug. 09, 2022 USD ($) | |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 405,800,000 | $ 464,600,000 | |||
Short-term investments | 0 | 0 | |||
Change in fair value of warrant liabilities and other warrant costs | $ (7,900,000) | $ 2,100,000 | |||
Finite-lived intangible asset, useful life | 15 years | ||||
Intangible assets, net | $ 400,000 | 400,000 | |||
Capitalized cloud computing implementation costs | 6,700,000 | 6,400,000 | |||
Contract liabilities | 10,800,000 | $ 10,800,000 | |||
United Airlines Inc. | |||||
Cash and Cash Equivalents [Line Items] | |||||
Purchase agreement, pre delivery payment received | $ 10,000,000 | ||||
Contract with liability, revenue recognized | 0 | $ 0 | |||
United States Air Force | |||||
Cash and Cash Equivalents [Line Items] | |||||
Purchase agreement, installment payment received | $ 800,000 | ||||
Accrued Technology and Dispute Resolution Agreement | General and administrative | |||||
Cash and Cash Equivalents [Line Items] | |||||
Agreements liability, fair value adjustment | $ 10,300,000 | ||||
Stock price | |||||
Cash and Cash Equivalents [Line Items] | |||||
Warrant liability, measurement input | $ / shares | 4.62 | 6.14 | |||
Public Warrants | Stock price | |||||
Cash and Cash Equivalents [Line Items] | |||||
Warrant liability, measurement input | $ / shares | 0.72 | 1.46 | |||
Money market funds | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash equivalents: | $ 297,500,000 | $ 339,600,000 | |||
Cash and cash equivalents | 297,500,000 | 339,600,000 | |||
Money market funds | Recurring | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash equivalents: | 297,500,000 | 339,600,000 | |||
Money market funds | Level 1 | Recurring | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash equivalents: | $ 297,500,000 | $ 339,600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 405.8 | $ 464.6 |
Restricted cash | 6.7 | 6.9 |
Total cash, cash equivalents, and restricted cash | $ 412.5 | $ 471.5 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fair Value Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued technology and dispute resolutions agreements liability | $ 0 | $ 44 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 297.5 | 339.6 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued technology and dispute resolutions agreements liability | 44 | |
Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 12.5 | 25.4 |
Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 6.6 | 14.5 |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 297.5 | 339.6 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued technology and dispute resolutions agreements liability | 0 | |
Recurring | Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 12.5 | 25.4 |
Recurring | Level 1 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 0 | 0 |
Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 297.5 | 339.6 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued technology and dispute resolutions agreements liability | 0 | |
Recurring | Level 2 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 0 | 0 |
Recurring | Level 2 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 0 | 0 |
Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued technology and dispute resolutions agreements liability | 44 | |
Recurring | Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 0 | 0 |
Recurring | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, fair value | 6.6 | 14.5 |
Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Short-Term Investments (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale [Abstract] | ||
Unrealized Gains | $ 0 | $ 0 |
Unrealized Losses | 0 | 0 |
Amortized Cost | 297.5 | 339.6 |
Fair Value | 297.5 | 339.6 |
Money market funds | ||
Cash equivalents: | ||
Cash equivalents: | $ 297.5 | $ 339.6 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Measurement Input (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, term | 2 years 6 months | 2 years 8 months 12 days |
Accrued technology and dispute resolution agreements liability, term | 1 month 6 days | |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input (in dollars per share) | 4.62 | 6.14 |
Accrued technology and dispute resolution agreements liability, measurement input | 6.14 | |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input (in dollars per share) | 11.50 | 11.50 |
Accrued technology and dispute resolution agreements liability, measurement input | 0.01 | |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input (in dollars per share) | 0 | 0 |
Accrued technology and dispute resolution agreements liability, measurement input | 0 | |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input (in dollars per share) | 0.655 | 0.702 |
Accrued technology and dispute resolution agreements liability, measurement input | 0.600 | |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input (in dollars per share) | 0.045 | 0.040 |
Accrued technology and dispute resolution agreements liability, measurement input | 0.054 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Private Placement Warrants (Details) - Level 3 - Private Placement Warrants and Accrued Technology and Dispute Resolution Agreement $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 58,500 |
Change in fair value | 2,400 |
Less: settlement of accrued technology and dispute resolution agreements liability | (54,300) |
Ending balance | $ 6,600 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 86,034,693 | 92,976,352 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 2,915,738 | 4,722,137 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 35,015,943 | 44,265,187 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 47,011,560 | 43,347,301 |
Shares issuable under the Employee Stock Purchase Plan (Note 9) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 1,091,452 | 641,727 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 82.8 | $ 67 |
Less: Accumulated depreciation | (10.7) | (9.4) |
Total property and equipment, net | 72.1 | 57.6 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9 | 7.9 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 0.1 | 0.1 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5.4 | 5.3 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1.5 | 1.5 |
Website design | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 0.8 | 0.8 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 32.5 | 33 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 33.5 | $ 18.4 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Depreciation | ||
Total depreciation expense | $ 2.1 | $ 0.9 |
Research and development | ||
Depreciation | ||
Total depreciation expense | 2 | 0.7 |
General and administrative | ||
Depreciation | ||
Total depreciation expense | $ 0.1 | $ 0.2 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued professional fees | $ 9.8 | $ 9.5 |
Accrued employee costs | 12.7 | 16.7 |
Accrued parts and materials | 15.9 | 12.1 |
Taxes payable | 1.3 | 1.4 |
Accrued capital expenditures | 8.6 | 9.2 |
Accrued cloud computing implementation costs | 0.4 | 0.3 |
Accrued technology and dispute resolution agreements liability (Note 7) | 0 | 44 |
Other current liabilities | 4.1 | 3.7 |
Total | $ 52.8 | $ 96.9 |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long-Term Notes Payable (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Synovus Bank Loan | $ 18.5 | |
Total debt, net of discount and loan issuance costs | 18.1 | $ 7.2 |
Less current portion, net of discount and loan issuance costs | 0 | 0 |
Total long-term notes payable, net of discount and loan issuance costs | 18.1 | 7.2 |
Credit Facility | Synovus Bank Loans | ||
Debt Instrument [Line Items] | ||
Synovus Bank Loan | 18.5 | 7.5 |
Loan unamortized discount and loan issuance costs | $ (0.4) | $ (0.3) |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) | 3 Months Ended | ||||
Oct. 05, 2023 USD ($) | Mar. 31, 2024 USD ($) | Nov. 14, 2026 installment | Dec. 31, 2023 USD ($) | Nov. 14, 2023 interest | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 18,500,000 | ||||
Long-term debt | 18,100,000 | $ 7,200,000 | |||
Synovus Bank Loans | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 18,500,000 | 7,500,000 | |||
Interest expense | 300,000 | ||||
Issuance costs | $ 400,000 | $ 300,000 | |||
Synovus Bank Loans | Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Effective rate (as percent) | 7.60% | ||||
Synovus Bank Loans | Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Effective rate (as percent) | 8.10% | ||||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Line of credit, borrowing capacity | $ 65,000,000 | ||||
Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2% | ||||
Secured Debt | Synovus Bank Loans | |||||
Debt Instrument [Line Items] | |||||
Number of monthly interest payment | interest | 120 | ||||
Increase in annual interest rate upon event of default (as percent) | 5% | ||||
Secured Debt | Synovus Bank Loans | Forecast | |||||
Debt Instrument [Line Items] | |||||
Number of monthly installments | installment | 84 |
Notes Payable - Schedule of Pri
Notes Payable - Schedule of Principal Maturities of Notes Payable (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2024 | $ 0 |
2025 | 0 |
2026 | 0.1 |
2027 | 0.7 |
2028 | 0.7 |
Thereafter | 17 |
Long-term debt | $ 18.5 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1.2 | $ 1.8 |
Short-term lease cost | 0.1 | 0 |
Total lease cost | $ 1.3 | $ 1.8 |
Weighted-average remaining lease term (in months) | 53 months | 48 months |
Weighted-average discount rate | 14.60% | 13.90% |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Lease Schedule of Maturity (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining 2024 | $ 4.6 |
2025 | 5.7 |
2026 | 4.7 |
2027 | 2.1 |
2028 | 2.2 |
Thereafter | 4.4 |
Total future lease payments | 23.7 |
Less: leasehold improvement allowance | (1.1) |
Total net future lease payments | 22.6 |
Less: imputed interest | (6.9) |
Present value of future lease payments | $ 15.7 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Non-Cash Lease Activities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash outflows from operating leases | $ 1.1 | $ 1.6 |
Operating lease liabilities from obtaining right-of-use assets | $ 0.3 | $ 0.1 |
Commitments and Contingencies_4
Commitments and Contingencies - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Aug. 10, 2023 | |
Accrued Technology and Dispute Resolution Agreement | General and administrative | |||
Debt Instrument [Line Items] | |||
Accrued technology and dispute resolution agreements liability, fair value adjustment | $ 10.3 | ||
Private Placement | |||
Debt Instrument [Line Items] | |||
Warrant outstanding (in shares) | 13,176,895 | ||
Warrants price per share (in dollars per share) | $ 0.01 | ||
Class A | |||
Debt Instrument [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
First Boeing Investment | Class A | Private Placement | |||
Debt Instrument [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Standby Letters of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 5.7 |
Preferred and Common Stock (Det
Preferred and Common Stock (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) vote $ / shares shares | Mar. 31, 2023 shares | Dec. 31, 2023 shares | |
Class of Stock [Line Items] | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | ||
Dividends declared (in dollars per share) | $ / shares | $ 0 | |||
Conversion of stock (in shares) | 1 | |||
Period following that a founder ceases services to the company | 12 months | |||
Common stock issued under at-the-market program | $ | $ 33.9 | |||
At-The-Market Program | ||||
Class of Stock [Line Items] | ||||
Consideration received on transaction | $ | $ 70 | |||
Remaining amount | $ | 14.6 | |||
At-The-Market Program | Maximum | ||||
Class of Stock [Line Items] | ||||
Commission fee, percentage | 3% | |||
Additional Paid-in Capital | ||||
Class of Stock [Line Items] | ||||
Common stock issued under at-the-market program | $ | $ 33.9 | |||
Class A | ||||
Class of Stock [Line Items] | ||||
Voting rights, votes per share | vote | 1 | |||
Class A | Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of stock (in shares) | 200,000 | 2,250,000 | ||
Number of shares issued in transaction (in shares) | 6,569,896 | |||
Class B | ||||
Class of Stock [Line Items] | ||||
Voting rights, votes per share | vote | 10 | |||
Conversion period | 10 years | |||
Percentage of Class B represents the aggregate of Class A | 0.10 | |||
Percentage of founder shares held | 0.80 | |||
Common stock, conversion terms, percent of shareholders needed | 66.67% | |||
Class B | Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of stock (in shares) | (200,000) | (2,250,000) |
Stock-Based Compensation_ - Ame
Stock-Based Compensation - Amended and Restated 2021 Plan, Narrative (Details) - 2021 Stock Plan - Class A - shares | 1 Months Ended | ||
Jun. 30, 2022 | Jan. 01, 2024 | Apr. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capital shares reserved for future issuance (in shares) | 15,320,111 | 34,175,708 | |
Percentage of outstanding stock maximum | 5% |
Stock-Based Compensation_ - Emp
Stock-Based Compensation - Employee Stock Purchase Plan, Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jan. 01, 2024 | Aug. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 40.7 | $ 25.7 | ||
Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contributions up to (as percent) | 15% | |||
2021 Employee Stock Purchase Plan | Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized (in shares) | 2,679,473 | |||
Maximum number of shares authorized for issuance (in share) | 11,085,810 | |||
Number of shares remained available (in shares) | 9,857,178 | |||
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price of common stock, percent | 85% | |||
Percentage of outstanding stock maximum | 1% | |||
Number of additional shares issuable (in shares) | 9,938,118 | |||
Total stock-based compensation expense | $ 0.7 | $ 0.3 | ||
Unvested stock options | $ 0.4 |
Stock-Based Compensation_ - Ann
Stock-Based Compensation - Annual Equity Awards and Stock Options, Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 40.7 | $ 25.7 |
Options to purchase common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 0.8 | 0.7 |
Unvested stock options | $ 4.2 | |
Weighted-average period | 8 months 12 days | |
Annual Equity Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3.8 | $ 2.9 |
Stock-Based Compensation_ - Res
Stock-Based Compensation - Restricted Stock Units, Narrative (Details) $ in Millions | 3 Months Ended | ||||||||
Mar. 26, 2024 shares | Jul. 13, 2023 USD ($) | Apr. 14, 2022 shares | Sep. 16, 2021 tranche shares | Sep. 15, 2021 shares | Mar. 31, 2024 USD ($) tranche shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 shares | Apr. 13, 2022 tranche shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | $ 40.7 | $ 25.7 | |||||||
General and administrative | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | $ 28.3 | 19 | |||||||
Amended and Restated 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Conversion ratio | 1 | ||||||||
Amended and Restated 2021 Plan | Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 1 year | ||||||||
Unvested restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 20,009,224 | 6,579,055 | |||||||
Milestone achievement period (in years) | 7 years | ||||||||
Founder grants, number of tranches | tranche | 4 | ||||||||
Vested and exercisable (in shares) | 4,845,299 | ||||||||
Forfeited (in shares) | 115,296 | ||||||||
Number of outstanding (in shares) | 33,140,943 | 31,522,483 | |||||||
Total stock-based compensation expense | $ | $ 13 | 5.3 | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 115.4 | ||||||||
Weighted-average period | 10 months 24 days | ||||||||
Unvested restricted stock units | General and administrative | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Remaining number of tranches | tranche | 3 | ||||||||
Total stock-based compensation expense | $ | $ 22.4 | 16 | |||||||
Unvested restricted stock units | Class B | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 15 months | ||||||||
Vested and exercisable (in shares) | 5,002,306 | ||||||||
Forfeited (in shares) | 5,002,306 | ||||||||
Number of outstanding (in shares) | 15,006,918 | ||||||||
Remaining number of tranches | tranche | 3 | ||||||||
Reversal of expense | $ | $ 59.1 | ||||||||
Shares outstanding (in shares) | 15,006,918 | ||||||||
Unvested restricted stock units | Amended and Restated 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 572,520 | ||||||||
Award vesting period (in years) | 3 years | ||||||||
Unvested restricted stock units | Amended and Restated 2021 Plan | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 3 years | ||||||||
Unvested restricted stock units | Amended and Restated 2021 Plan | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 4 years | ||||||||
Unvested restricted stock units | 2021 Stock Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 3,270,695 | ||||||||
Performance Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance period | 3 years | ||||||||
Performance Stock Units | Amended and Restated 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Conversion ratio | 1 | ||||||||
Performance Stock Units | Amended and Restated 2021 Plan | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Payout range percentage | 0% | ||||||||
Performance Stock Units | Amended and Restated 2021 Plan | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Payout range percentage | 200% | ||||||||
Quarterly Equity Awards | Amended and Restated 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Conversion ratio | 1 | ||||||||
Quarterly Equity Awards | Unvested restricted stock units | Amended and Restated 2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 2,735,840 | ||||||||
Reversed in July 2023 | Unvested restricted stock units | General and administrative | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ | $ 8 |
Stock-Based Compensation_ - R_2
Stock-Based Compensation - Restricted Stock, Narrative (Details) $ in Millions | 1 Months Ended |
Aug. 31, 2023 USD ($) shares | |
Vendor | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Accounts payable | $ | $ 11 |
Class A | Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issuance of preferred stock (in shares) | shares | 1,985,559 |
Stock-Based Compensation_ - Uni
Stock-Based Compensation - United Airlines, Narrative (Details) | 1 Months Ended | 3 Months Ended | |||
Aug. 09, 2022 USD ($) aircraft $ / shares shares | Jan. 29, 2021 milestone aircraft installment $ / shares shares | Aug. 31, 2023 USD ($) shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of conditional purchased aircraft | aircraft | 200 | ||||
Option to purchase of additional aircraft | aircraft | 100 | ||||
Other warrant expense | $ | $ 0 | $ 2,100,000 | |||
United | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cashless exercise of warrants (in shares) | $ | $ 2,948,352 | ||||
Sub Milestone One and Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of each warrant (in dollars per share) | $ / shares | $ 4.37 | ||||
Class A | Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise of warrants (in shares) | 2,942,778 | 4,503,845 | |||
Warrants for Collaboration Agreement with United Airlines Inc. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of warrant or right, vested during the period (in shares) | 2,211,264 | ||||
United Airlines Inc. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of conditional purchased aircraft | aircraft | 100 | ||||
Purchase agreement, pre delivery payment received | $ | $ 10,000,000 | ||||
United Airlines Inc. | Warrants for Collaboration Agreement with United Airlines Inc. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants, issued or issuable (in shares) | 14,741,764 | ||||
Warrants price per share (in dollars per share) | $ / shares | $ 0.01 | ||||
Number of vesting installments | installment | 4 | ||||
Number of vesting milestones | milestone | 4 | ||||
United Airlines Inc. | Warrants for Collaboration Agreement with United Airlines Inc. | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of securities called by each warrant or right (in shares) | 1 | ||||
United Airlines Inc. | Amended United Warrant Agreement | Sub Milestone One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrant vested and expected to vest (in shares) | 737,088 | ||||
United Airlines Inc. | Amended United Warrant Agreement | Sub Milestone Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrant vested and expected to vest (in shares) | 2,211,264 | ||||
United Airlines Inc. | Amended United Warrant Agreement | Sub Milestone Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of conditional purchased aircraft | aircraft | 160 | ||||
Warrant vested and expected to vest (in shares) | 3,685.45 | ||||
United Airlines Inc. | Amended United Warrant Agreement | Sub Milestone Four | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of conditional purchased aircraft | aircraft | 40 | ||||
Warrant vested and expected to vest (in shares) | 22,112.65 |
Stock-Based Compensation_ - Ste
Stock-Based Compensation - Stellantis N.V., Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 10, 2023 | Jun. 23, 2023 | Jan. 03, 2023 | Aug. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Research and development | $ 83.5 | $ 65.8 | |||||
Other operating income (expense), net | $ 3.6 | ||||||
Class A | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of preferred stock (in shares) | 1,985,559 | ||||||
Stellantis N.V. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants price per share (in dollars per share) | $ 0.01 | ||||||
Warrants, weighted average grant date fair value (in dollars per share) | $ 1.93 | ||||||
Stellantis N.V. | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Amount applicable to milestone | $ 70 | ||||||
Shares issuable (in shares) | 12,313,234 | ||||||
Stellantis N.V. | Warrant Exercisable Period One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 12 months | ||||||
Stellantis N.V. | Warrant Exercisable Period Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 24 months | ||||||
Stellantis N.V. | Warrant Exercisable Period Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 36 months | ||||||
Stellantis N.V. | Warrants for Collaboration Agreement with FCA US LLC | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Research and development | $ 2.1 | $ 4.2 | |||||
Stellantis N.V. | Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of stock value | $ 150 | ||||||
Number of securities called by warrants or rights (in shares) | 15,000,000 | ||||||
Share price (in dollars per share) | $ 1.93 | ||||||
Issuance of preferred stock (in shares) | 6,337,039 | ||||||
Price per share (in dollars per share) | $ 3.95 | ||||||
Proceeds from issuance of common stock | $ 25 | ||||||
Price per share (in dollars per share) | 3.38 |
Stock-Based Compensation_ - Sch
Stock-Based Compensation - Schedule of Share-Based Payment Award, Valuation Assumptions (Details) - $ / shares | Mar. 26, 2024 | Dec. 01, 2023 |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price (in dollars per share) | $ 6.30 | |
Risk-free interest rate | 5.30% | |
Term (in years) | 6 months | |
Volatility | 97.50% | |
Dividend yield | 0% | |
Grant date fair value per share (in dollars per share) | $ 2.62 | |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price (in dollars per share) | $ 4.79 | |
Risk-free interest rate | 4.30% | |
Term (in years) | 3 years | |
Volatility | 87.10% | |
Dividend yield | 0% |
Stock-Based Compensation_ - S_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Shares | ||
Beginning balance (in shares) | 3,174,114 | |
Exercised (in shares) | (253,290) | |
Expired/forfeited (in shares) | (5,086) | |
Ending balance (in shares) | 2,915,738 | 3,174,114 |
Exercisable (in shares) | 1,401,617 | |
Vested and expected to vest (in shares) | 2,915,738 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.12 | |
Exercise (in dollars per share) | 0.08 | |
Expired/forfeited (in dollars per share) | 0.15 | |
Ending balance (in dollars per share) | 0.12 | $ 0.12 |
Exercisable, Weighted average exercise price per share (in dollars per share) | 0.13 | |
Vested and expected to vest (in dollars per share) | $ 0.12 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life (in years) | 6 years 4 months 24 days | 6 years 8 months 12 days |
Exercisable, weighted average remaining contractual term (Years) | 6 years 6 months | |
Vested and expected, weighted average remaining contractual term (Years) | 6 years 4 months 24 days | |
Aggregate intrinsic value | $ 13.1 | $ 19.1 |
Exercised, aggregate intrinsic value | 1.2 | |
Exercisable as of March 31, 2024 | 6.3 | |
Vested and expected, aggregate intrinsic value | $ 13.1 |
Stock-Based Compensation_ - R_3
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | |
Sep. 16, 2021 | Mar. 31, 2024 | |
Number of Shares | ||
Beginning balance (in shares) | 31,522,483 | |
Granted (in shares) | 20,009,224 | 6,579,055 |
Vested (in shares) | (4,845,299) | |
Forfeited (in shares) | (115,296) | |
Ending balance (in shares) | 33,140,943 | |
Weighted Average Grant Fair Value | ||
Beginning balance (in dollars per share) | $ 4.99 | |
Granted (in dollars per share) | 4.85 | |
Vested (in dollars per share) | 4.23 | |
Forfeited (in dollars per share) | 4.42 | |
Ending balance (in dollars per share) | $ 5.08 |
Stock-Based Compensation_ - Sto
Stock-Based Compensation - Stock-based Compensation Expense Included in Respective Expense Category (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 40.7 | $ 25.7 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 12.4 | 6.7 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 28.3 | $ 19 |
Stock-Based Compensation_ - S_3
Stock-Based Compensation - Schedule of Share-based Compensation, Warrant Activity (Details) - Warrants - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Shares | ||
Beginning balance (in shares) | 20,788,247 | |
Ending balance (in shares) | 20,788,247 | 20,788,247 |
Vested and exercisable (in shares) | 7,839,893 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.01 | |
Ending balance (in dollars per share) | 0.01 | $ 0.01 |
Vested and exercisable (in dollars per share) | $ 0.01 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding (in years) | 4 years 2 months 12 days | 4 years 6 months |
Vested and exercisable (in years) | 3 years 1 month 6 days | |
Aggregate Intrinsic Value (In millions) | ||
Outstanding at period start | $ 127.4 | |
Outstanding at period end | 95.8 | $ 127.4 |
Vested and exercisable | $ 36.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0.2 | $ 0 |
Liability Classified Warrants (
Liability Classified Warrants (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant outstanding (in shares) | shares | 17,398,947 |
Exercisable term from closing of initial public offering | 12 months |
Warrants outstanding, term | 5 years |
Redemption price of warrants (in dollars per share) | $ / shares | $ 0.01 |
Redemption period | 30 days |
Warrant redemption condition minimum share price (in dollars per share) | $ / shares | $ 18 |
Threshold trading days | 20 days |
Threshold consecutive trading days | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days |
Number of securities called by each warrant or right (in shares) | shares | 1 |
Public Warrants | Class A | |
Class of Warrant or Right [Line Items] | |
Redemption price of warrants (in dollars per share) | $ / shares | $ 11.50 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant outstanding (in shares) | shares | 8,000,000 |
Exercisable term after business combination | 30 days |