Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 22, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Registrant Name | Berkshire Grey, Inc. | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001824734 | ||
Document Transition Report | false | ||
Entity File Number | 001-39768 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2994421 | ||
Entity Address, Address Line One | 140 South Road | ||
Entity Address, City or Town | Bedford | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01730 | ||
City Area Code | 833 | ||
Local Phone Number | 848-9900 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 339 | ||
Entity Common Stock, Shares Outstanding | 242,423,413 | ||
Entity Ex Transition Period | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference in Part III of this Form 10-K. | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 248 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | BGRY | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | BGRYW | ||
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 64,322 | $ 171,089 |
Accounts receivable | 5,006 | 13,291 |
Inventories, net | 8,090 | 2,641 |
Deferred fulfillment costs | 3,971 | 7,689 |
Prepaid expenses | 4,293 | 5,138 |
Contract asset Beginning balance | 7,333 | 4,257 |
Other current assets | 1,254 | 821 |
Total current assets | 94,269 | 204,926 |
Property and equipment – net | 10,810 | 10,874 |
Operating lease right-of-use assets | 7,485 | 0 |
Restricted cash | 1,254 | 862 |
Other non-current assets | 23 | 22 |
Total assets | 113,841 | 216,684 |
Current liabilities: | ||
Accounts payable | 5,290 | 6,766 |
Accrued expenses | 10,698 | 15,659 |
Contract liabilities | 15,923 | 19,216 |
Other current liabilities | 1,039 | 146 |
Total current liabilities | 32,950 | 41,787 |
Share-based compensation liability | 1,089 | 15,435 |
Warrant liability | 885 | 13,277 |
Operating lease liabilities, noncurrent | 8,590 | 0 |
Other non-current liabilities | 0 | 1,954 |
Total liabilities | 43,514 | 72,453 |
Stockholders' equity (deficit): | ||
Sale of Common Stock Shares | 25 | 24 |
Additional paid-in capital | 478,219 | 449,307 |
Accumulated deficit | (407,878) | (305,084) |
Accumulated other comprehensive (loss) income | (39) | (16) |
Total stockholders' equity (deficit) | 70,327 | 144,231 |
Total liabilities, mezzanine equity, and stockholders' equity (deficit) | $ 113,841 | $ 216,684 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 385,000,000 | 385,000,000 |
Common stock, shares issued | 234,844,952 | 225,428,187 |
Common stock, shares outstanding | 234,844,952 | 225,428,187 |
Class C Common Stock [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (see Note 8 for related party transactions) | $ 65,850 | $ 50,852 |
Cost of revenue (see Note 8 for related party transactions) | 71,118 | 59,099 |
Gross loss | (5,268) | (8,247) |
Operating expenses: | ||
General and administrative expense | 22,491 | 40,313 |
Sales and marketing expense | 13,503 | 51,960 |
Research and development expense | 72,580 | 63,819 |
Total operating expenses | 108,574 | 156,092 |
Loss from operations | (113,842) | (164,339) |
Other income (expense) | ||
Interest income | 163 | 32 |
Change in fair value of warrant liabilities | 12,391 | 11,061 |
Other (expense) | (1,398) | (76) |
Net loss before income taxes | (102,686) | (153,322) |
Income tax | 108 | 58 |
Net loss | (102,794) | (153,380) |
Other comprehensive (loss): | ||
Net foreign currency translation adjustments | (23) | (17) |
Total comprehensive loss | $ (102,817) | $ (153,397) |
Weighted Average Number of Shares Outstanding, Basic | 234,675,258 | 115,301,526 |
Weighted Average Number of Shares Outstanding, Diluted | 234,675,258 | 115,301,526 |
Common Class A and C [Member] | ||
Other comprehensive (loss): | ||
Earnings Per Share, Diluted | $ (0.44) | $ (1.33) |
Earnings Per Share, Basic | $ (0.44) | $ (1.33) |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Mezzanine Equity [Member] | Class A Common Stock [Member] | Class C Common Stock | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class C Common Stock | Previously Reported [Member] | Previously Reported [Member] Mezzanine Equity [Member] | Previously Reported [Member] Class A Common Stock [Member] | Previously Reported [Member] Class C Common Stock | Mezzanine Equity Previously Reported [Member] Mezzanine Equity [Member] | Retroactive Application Of Recapitalization [Member] | Retroactive Application Of Recapitalization [Member] Mezzanine Equity [Member] | Retroactive Application Of Recapitalization [Member] Class A Common Stock [Member] | Retroactive Application Of Recapitalization [Member] Class C Common Stock | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] Retroactive Application Of Recapitalization [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Previously Reported [Member] | Accumulated Deficit [Member] Retroactive Application Of Recapitalization [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] Previously Reported [Member] | Accumulated Other Comprehensive Income (Loss) [Member] Retroactive Application Of Recapitalization [Member] |
Mezzanine equity at Dec. 31, 2020 | $ 223,442 | $ 223,442 | ||||||||||||||||||||||
Mezzanine equity (in Shares) at Dec. 31, 2020 | 28,207,674 | 137,536,388 | 165,744,062 | |||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (134,122) | $ 3 | $ 0 | $ (134,122) | $ 3 | $ 0 | $ 17,578 | $ 17,578 | $ (151,704) | $ (151,704) | $ 1 | $ 1 | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 17,665,736 | 3,623,109 | 0 | 21,288,845 | 0 | |||||||||||||||||||
Issuance of common shares upon merger | $ 2,754 | $ 2 | $ 2,752 | |||||||||||||||||||||
Issuance of common shares upon merger (in Shares) | 15,312,113 | 5,750,000 | ||||||||||||||||||||||
Issuance of common stock via PIPE | 165,000 | $ 1 | 164,999 | |||||||||||||||||||||
Issuance of common stock via PIPE (in Shares) | 16,500,000 | |||||||||||||||||||||||
Mezzanine equity conversion | 223,442 | $ (223,442) | $ 16 | 223,426 | ||||||||||||||||||||
Mezzanine equity conversion (in Shares) | (165,744,062) | 165,744,062 | ||||||||||||||||||||||
Proceeds from exercise of stock options | 3,105 | $ 2 | 3,103 | |||||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 6,583,167 | |||||||||||||||||||||||
Reclassification of restricted stock to equity | 12,001 | 12,001 | ||||||||||||||||||||||
Stock-based compensation | 25,448 | 25,448 | ||||||||||||||||||||||
Other comprehensive income | (17) | $ (17) | ||||||||||||||||||||||
Net loss | (153,380) | $ (149,960) | $ (3,437) | $ (153,380) | ||||||||||||||||||||
Mezzanine equity at Dec. 31, 2021 | $ 0 | |||||||||||||||||||||||
Mezzanine equity (in Shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||||
Balance at Dec. 31, 2021 | 144,231 | $ 24 | $ 0 | 449,307 | (305,084) | (16) | ||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 225,428,187 | 5,750,000 | ||||||||||||||||||||||
Proceeds from exercise of stock options | 3,512 | 3,511 | ||||||||||||||||||||||
Proceeds from exercise of stock options (in Shares) | 5,350,503 | |||||||||||||||||||||||
Reclassification of restricted stock to equity | 3,457 | 3,457 | ||||||||||||||||||||||
Stock-based compensation | 12,325 | 12,325 | ||||||||||||||||||||||
FedEx warrant provision | 4,133 | 4,133 | ||||||||||||||||||||||
Other comprehensive income | (23) | (23) | ||||||||||||||||||||||
Issuance of common stock | 4,066,262 | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 5,486 | 5,486 | ||||||||||||||||||||||
Net loss | (102,794) | $ (100,298) | $ (2,519) | (102,794) | ||||||||||||||||||||
Mezzanine equity at Dec. 31, 2022 | $ 0 | |||||||||||||||||||||||
Mezzanine equity (in Shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 70,327 | $ 25 | $ 0 | $ 478,219 | $ (407,878) | $ (39) | ||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 234,844,952 | 5,750,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (102,794) | $ (153,380) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,385 | 2,745 |
Loss on disposal of fixed assets | 29 | 18 |
Gain on change in fair value of warrants | (12,391) | (11,061) |
Gain on foreign currency transactions | 79 | 73 |
Stock-based compensation | 1,434 | 49,843 |
FedEx warrant provision | 3,574 | 0 |
Other expense related to equity purchase agreement | 1,262 | 0 |
Change in operating assets and liabilities | ||
Accounts receivable | 8,285 | 3,461 |
Inventories | (5,449) | (1,883) |
Deferred fulfillment costs | 3,718 | (4,228) |
Contract assets | (3,076) | (4,257) |
Prepaid expenses and other assets | 1,082 | (4,944) |
Accounts payable | (1,560) | 4,952 |
Accrued expenses | (5,208) | 7,856 |
Contract liabilities | (3,293) | (3,115) |
Other liabilities | (3) | (138) |
Net cash used in operating activities | (110,926) | (114,058) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (3,132) | (4,069) |
Net cash used in investing activities | (3,132) | (4,069) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options | 3,511 | 3,103 |
Proceeds from issuance of common stock pursuant to equity purchase agreement | 4,223 | 0 |
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | 0 | 192,088 |
Net cash provided by financing activities | 7,734 | 195,191 |
Effect of exchange rate on cash | (51) | (91) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (106,375) | 76,973 |
Cash, cash equivalents, and restricted cash at beginning of period | 171,951 | 94,978 |
Cash, cash equivalents, and restricted cash at end of period | 65,576 | 171,951 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Assumption of merger warrants liability | 0 | 24,338 |
Conversion of redeemable convertible preferred stock to common stock | 0 | (223,442) |
Right of use asset | (7,485) | 0 |
Lease liability | 9,618 | 0 |
Settlement of promissory note through repurchase of shares | 0 | 10,238 |
Purchase of property and equipment included in accounts payable and accrued expenses | 331 | 165 |
RECONCILIATION OF CASH AND RESTRICTED CASH WITHIN THE CONSOLIDATED BALANCE SHEETS TO THE AMOUNTS SHOWN IN THE CONSOLIDATED STATEMENTS OF CASH FLOWS ABOVE | ||
Cash and cash equivalents | 64,322 | 171,089 |
Restricted cash | 1,254 | 862 |
Total cash, cash equivalents, and restricted cash | $ 65,576 | $ 171,951 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flow (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Cash Flows [Abstract] | ||
Market funds and cash equivalents | $ 53,830 | $ 162,164 |
Nature of the Business, Basis o
Nature of the Business, Basis of Presentation, And Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business, Basis of Presentation, And Going Concern | 1. NATURE OF THE BUSINESS, BASIS OF PRESENTATION, and going concern Nature of Business Berkshire Grey, Inc. (“Berkshire Grey,” “we,” “us,” “our,” or the “Company”) is an Intelligent Enterprise Robotics (“IER”) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers and businesses, filling orders to resupply retail and grocery stores, and handling packages shipped to fill those orders. The Company was incorporated in 2013 and is based in Bedford, MA. The Company has approximately 280 employees. The Company's IER capabilities are grounded in patented and proprietary technologies for robotic picking (each picking or unit handling), robotic movement and mobility (movement and storage of orders and goods), and system orchestration (which enables various intelligent subsystems to work together so that the right work is being done at the right time to meet our customer’s needs). On July, 21, 2021, (the “Closing Date”) the Company consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated February 23, 2021, by and among Berkshire Grey Operating Company, Inc. (f/k/a Berkshire Grey, Inc.) (“Legacy Berkshire Grey"), the Company, (f/k/a Revolution Acceleration Acquisition Corp. (“RAAC”)), and Pickup Merger Corp, a Delaware corporation and a direct, wholly owned subsidiary of RAAC (“Merger Sub”). On the Closing Date, pursuant to the terms of the Merger Agreement, a business combination (the "Business Combination") between RAAC and Legacy Berkshire Grey was affected through the merger of Merger Sub with and into Legacy Berkshire Grey, with Legacy Berkshire Grey surviving the merger as a wholly owned subsidiary of RAAC (the "Merger"). RAAC amended and restated its second amended and restated certificate of incorporation and its bylaws such that RAAC changed its name to “Berkshire Grey, Inc.”. Unless the context otherwise requires, references to “Legacy Berkshire Grey” refer to Berkshire Grey, Inc. (currently known as Berkshire Grey Operating Company, Inc.), a Delaware corporation, prior to the effective time of the Merger Agreement. The Business Combination is accounted for as a reverse recapitalization with Legacy Berkshire Grey, Inc. being the accounting acquirer and RAAC as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represent the accounts of Legacy Berkshire Grey and its wholly owned subsidiaries. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (each outstanding share of Legacy Berkshire Grey, Inc. Class A common stock and Legacy Berkshire Grey preferred stock was exchanged for 5.87585 shares (the “Exchange Ratio”) of the Company’s Class A common stock). Prior to the Merger, RAAC’s units, public shares, and public warrants were listed on The NASDAQ Stock Market LLC (“NASDAQ”) under the symbols “RAACU,” “RAAC,” and “RAACW,” respectively. On July 22, 2021, the Company's Class A common stock and public warrants began trading on the Nasdaq, under the symbols “BGRY” and “BGRYW,” respectively. See Note 3, " Merger " for further details. Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). All significant intercompany accounts and transactions have been eliminated in consolidation. For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars at period-end foreign exchange rates. Revenues and expenses are translated into U.S. dollars at the average foreign exchange rates for the period. Translation adjustments are excluded from the determination of net income and are recorded in accumulated other comprehensive income (loss), a separate component of stockholders’ equity (deficit). Going Concern and Liquidity The Company has incurred net losses and negative cash flows from operations since inception and relied upon financing activities to fund operations through the issuance of common and preferred stock. As of December 31, 2022, the Company had an accumulated deficit of $ 407.9 million and has generated net losses in each year. As of December 31, 2022, the Company's liquidity sources included cash and cash equivalents of $ 64.3 million. Based on our current operating plan, we believe that our current cash and cash equivalents will need to be supplemented to allow us to meet our liquidity requirements through the end of the fourth quarter of 2023. To meet our future funding requirements, we are evaluating several alternatives to secure additional capital sufficient to fund our operating plan in addition to any potential use of our facility with Lincoln Park Capital. If we are unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on our financial condition. As a result of these conditions, management has concluded that there is substantial doubt about our ability to continue as a going concern. The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, provisions for contract losses, variable consideration, impact of the FedEx warrant, and other obligations such as product returns), realizability of deferred fulfillment costs, inventory, warranty cost, accounting for stock-based compensation (including performance-based assessments), and accounting for income taxes and related valuation allowances. Actual results may differ from estimates. Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of money market funds. Restricted cash represents cash on deposit with a financial institution as collateral for the Company’s corporate credit cards and an irrevocable standby letter of credit as security for the Company’s obligations under the lease for its headquarters in Massachusetts. The Company has included restricted cash as a non-current asset for the years ended December 31, 2022 and 2021. Revenue Recognition See Note 7, " Revenue ", for our revenue recognition policy. Concentration of Credit Risk and Significant Customers Financial instruments which potentially expose the Company to concentrations of credit risk consist of accounts receivable and cash and cash equivalents. At December 31, 2022 and 2021, four customers and two customers accounted for approximately 92 % and 100 % of the Company’s accounts receivable balance, respectively. For the year ended December 31, 2022, the Company generated approximately 88 % of revenues from six significant customers. For the year ended December 31, 2021, the Company generated approximately 85 % of revenues from four significant customers. The Company believes that credit risks associated with these contracts are not significant due to the customers’ financial strength. The Company places cash and cash equivalents with high-quality financial institutions. The Company is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the consolidated balance sheets exceeds federally insured limits. Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 16, “ Common Stock and Warrants ” as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities within other (expense) income, net within the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. FedEx Warrant The FedEx Warrant (defined in Note 16, " Common Stock and Warrants ") is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation . This instrument is classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers . For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price. To determine the fair value of the FedEx Warrant in accordance with ASC 718, the Company used the Black-Scholes option pricing model which is based in part on assumptions that require management to use judgment. Based on the fair value of the award, the Company determined the amount of non-cash stock-based sales incentive charges on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction of revenue in the consolidated statements of operations. See Note 16 for additional information . Fair Value Measurements The Company’s fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and may affect the valuation of the assets and liabilities and their placement within the hierarchy level. The three levels of inputs that may be used to measure fair value are defined as: Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets. Level 2 — Observable inputs other than Level 1 that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities inactive markets, or other observable inputs that can be corroborated by observable market data. Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Accounts Receivable The Company evaluates the collectability of outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables amounted to approximately $ 5.0 million and $ 13.3 million as of December 31, 2022 and 2021, respectively. The Company believes that credit risks associated with these contracts are not significant. To date, the Company has not experienced any losses associated with accounts receivable and does not maintain an allowance for doubtful accounts. Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by use of the average cost method. The Company maintains an inventory reserve for the estimated amount of excess or obsolete inventory. Contract Assets and Contract Liabilities Contract assets represent the sale of goods or services to a customer before the Company has the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract liabilities represent an obligation to transfer goods or services to a customer for which the Company received advanced consideration. Contract liabilities will be recognized as revenue when the contracted deliverables are provided to our customers. See Note 7, " Revenue " for additional information. Deferred Fulfillment Costs The Company incurs costs to fulfill obligations under a contract once it is obtained, but before transferring goods or services to the customer. The Company capitalizes deferred fulfillment costs if they are directly related to a specific customer contract, generate or enhance assets used to satisfy the customer contract performance obligations in the future, and are recoverable. The Company’s deferred fulfillment costs include direct labor related to manufacturing, installation, software services, and direct materials. Property and Equipment Property and equipment, including significant betterments to existing facilities, are recorded at cost, less accumulated depreciation. Upon retirement or disposal, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The Company reviews property and equipment for impairment upon a triggering event. If a review indicates that an impairment occurred, the Company writes down the carrying value of the assets to their fair value. Fair value is determined based on comparable market values, when available, or discounted cash flows. The Company concluded there were no triggering events for the years ended December 31, 2022 and 2021. Depreciation and Amortization Depreciation is recorded using the straight-line method over the shorter of the useful life or lease term, when applicable. The Company generally uses estimated useful lives of three years for machinery, furniture, equipment, and software. For leasehold improvements the Company records depreciation over the remaining lease term. Deferred Rent and Rental Expense Minimum rent expense is recorded using the straight-line method over the related lease term. The differences between payments required and rental expense are reflected as current and non-current liabilities rent in the consolidated balance sheets. Stock-Based Compensation Expense The Company issues stock-based awards to employees and nonemployees, generally in the form of stock options and restricted stock units ("RSUs"). Stock-based awards are accounted for in accordance with ASC 718. ASC 718 requires all stock-based payments, including grants of employee stock options and modifications to existing stock options, to be recognized in the statements of operations and comprehensive loss based on their fair values. Compensation expense of those awards is recognized over the requisite service period. The Company recognizes forfeitures at the time forfeitures occur. The Company issued restricted stock to an executive officer which was purchased with proceeds from a partial recourse promissory note. As the underlying restricted stock was not allocated to the recourse and non-recourse portions of the note, the entire note was treated as non-recourse and the shares were treated as stock options for accounting purposes. See Note 8, " Related Party Transactions " for additional information. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same way the payroll costs or service payments are classified for the related stock-based award recipient. Our stock-based awards are subject to service or performance-based vesting conditions. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards with pre-established performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The fair value of stock-based awards were estimated using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (i) the expected volatility of our stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the trading of our common stock prior to the Merger and a lack of company-specific historical and implied volatility, estimates of expected volatility are based on a weighted average of the historical volatility of a group of similar companies, the historical volatility of our common stock, and the implied volatility of our publicly traded warrants. Expected life of our stock options are estimated using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option were based on the U.S. Treasury yield curve in effect during the period the options were granted. The fair value of RSUs are determined based on the closing quoted price of the Company’s common stock on the date of the grant. See Note 10, " Stock-Based Compensation ”, for more information on the Company’s stock plans and share-based compensation expense. Research and Development Costs incurred in the research and development of the Company’s products are expensed as incurred. Warranty The Company accrues an estimate warranty expense based on expected warranty claims and costs to be incurred. Product warranty reserves are recorded in accrued expenses. Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax reporting basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the net deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2022 and 2021, the Company did not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. See Note 12, " Income Taxes " for additional information. Net Loss Per Common Share As a result of the Merger, the Company has retroactively restated the weighted average shares outstanding prior to July 21, 2021, to give effect to the Exchange Ratio. Basic earnings per share is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares of Class A common stock and Class C common stock outstanding (denominator) during the period. Diluted earnings per share is calculated using the Company's weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and warrants using the if-converted method. Diluted earnings per share excludes all dilutive potential shares if their effect is antidilutive. See Note 13, “ Net Loss Per Share Attributable to Common Shareholders ” for further details. Recently Adopted Accounting Standards Effective January 1, 2022, the Company adopted ASU No. 2016-02, ("ASU 2016-02"). ASU 2016-02 and its related amendments (collectively referred to as ASC 842) amends the guidance in former ASC Topic 840, Leases . The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for those leases classified as operating leases. To account for leases as a lessee, the Company adopted ASC 842 on January 1, 2022, using the modified retrospective method, whereby the new guidance is applied prospectively as of the date of adoption and prior periods are not to be restated. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. Additionally, the Company elected the following practical expedients: the Company has elected to not separate lease components from non-lease components in its lease contract; the Company will not apply the recognition requirements of ASC 842 to its leases with lease terms of 12 months or less but rather recognize the lease expense on a straight-line basis over the lease term. The adoption of the lease standard did not change the Company's previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. Adoption of the lease standard had a material impact on the Company's consolidated balance sheet (Note 15, " Commitments and Contingencies "). In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. This accounting update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company prospectively adopted the accounting update on January 1, 2022. The adoption did not have a material impact on the Company's consolidated financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . This ASU amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of this ASU to have a significant impact on its consolidated financial statements. |
Merger
Merger | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Merger | 3. Merger On the Closing Date, Berkshire Grey, Inc. received gross proceeds of $ 220.0 million, which included $ 55.0 million in proceeds from issuance of common stock upon the Merger and $ 165.0 million in proceeds from the PIPE Investment (as defined below). The Company recorded $ 27.9 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Merger. These costs were included in additional paid-in capital on the Company’s consolidated balance sheet. These deferred offering costs are offset against proceeds upon accounting for the consummation of the Merger. On the Closing Date each share of Legacy Berkshire Grey preferred stock, par value $ 0.001 per share, and each share of Legacy Berkshire Grey common stock, par value $ 0.001 per share, was converted into the right to receive 5.87585 shares of the Company's Class A common stock, par value $ 0.0001 per share. Subject to the terms and conditions of the Merger Agreement, the consideration paid in respect of each share of Legacy Berkshire Grey preferred and common stock issued and outstanding (other than (i) any such shares held in the treasury of the Company and (ii) any shares held by stockholders of the Company who had perfected and not withdrawn a demand for appraisal rights) immediately prior to the effective time of the Merger was the number of shares of newly issued Class A common stock of RAAC (with each share valued at $ 10.00 ), par value $ 0.0001 per share (“Class A Stock”), equal to (x) $ 2.25 billion divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). At the Closing, all equity awards of Legacy Berkshire Grey were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each outstanding stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 5.87585 . Each public and private warrant of RAAC that was unexercised at the time of the Merger was assumed by the Company and represents the right to purchase one share of the Company’s Class A common stock upon exercise of such warrant. Legacy Berkshire Grey was determined to be the accounting acquirer because Legacy Berkshire Grey shareholders prior to the Merger had the greatest voting interest in the combined entity, Legacy Berkshire Grey shareholders appointed the initial directors of the Company's board upon the closing of the Merger and control future appointments, Legacy Berkshire Grey comprises all of the Company's ongoing operations, and Legacy Berkshire Grey's senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Berkshire Grey. Subscription Agreements Concurrent with the execution of the Merger Agreement, RAAC entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors committed to purchase an aggregate amount of $ 165.0 million in shares of Class A Stock at a purchase price of $ 10.00 per share (the “PIPE Investment”). The PIPE Investment was consummated concurrent with the closing of the Merger. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES Inventories consist of the following: Years Ended December 31, 2022 2021 (in thousands) Work in progress $ — $ 538 Finished goods 8,090 2,103 Inventory, net $ 8,090 $ 2,641 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2022 2021 (in thousands) Leasehold improvements $ 6,402 $ 6,512 Machinery and equipment 898 922 Furniture and fixtures 983 983 Research and development equipment 6,126 4,712 Computer hardware and software 1,983 1,708 Construction in progress 1,157 382 Subtotal 17,549 15,219 Less: Accumulated depreciation 6,739 4,345 Property and equipment, net $ 10,810 $ 10,874 Depreciation expense for the years ended December 31, 2022 and 2021 was approximately $ 3.4 million and $ 2.7 million, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2022 2021 (in thousands) Accrued compensation $ 5,146 $ 8,562 Accrued sales taxes payable 192 372 Accrued professional services 813 1,742 Accrued materials 2,950 3,094 Accrued other 777 1,437 Accrued warranty 820 452 Accrued expenses $ 10,698 $ 15,659 Accrued Compensation Accrued compensation included estimated year-end employee bonuses and related employee costs of approximately $ 4.0 million and $ 5.4 million at December 31, 2022 and 2021, respectively. Accrued Warranty The Company provides a limited warranty generally for one year. Estimated warranty obligations are recorded as an expense upon customer acceptance of related products. Factors that affect the estimated warranty liability include number of products accepted, historical and anticipated rates of warranty claims, cost per claim, and vendor-supported warranty programs. The Company periodically assesses the adequacy of our recorded warranty liabilities and adjusts the amounts as necessary. The amount of liability recorded is equal to the estimated costs to repair or otherwise satisfy claims made by customers. Changes in our product warranty consist of the following: December 31, 2022 2021 (in thousands) Beginning balance $ 452 $ 41 Accrual (reversal) for warranty expense ( 427 ) ( 58 ) Warranty costs incurred during period 795 469 Ending balance $ 820 $ 452 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 7. REVENUE The Company primarily derives its revenue from selling robotic fulfillment systems, which consist of a network of automated machinery installed at the customer location and configured to meet specified performance requirements, such as accuracy, throughput, and up-time. Revenue is recognized when control of the promised products is transferred to the customer, or when services are satisfied under the contract, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The Company’s contracts typically have multiple promises that may include system delivery, installation, testing, and training. Judgment is required to determine whether the promises specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. The Company also provides assurance-based warranties that are not considered a distinct performance obligation. The Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses a cost-plus margin approach to determine the stand-alone selling price for separate performance obligations. Each customer contract is evaluated individually to determine the appropriate pattern of revenue recognition. Contracts that are recognized over time meet the criteria that the Company is creating or enhancing an asset that the customer controls. The system is delivered to the customer and control is transferred, after which point the Company performs installation and implementation services to fully integrate the system at the customer’s location. As such, revenue recognition generally begins upon delivery, continues throughout the installation and implementation period, and concludes upon customer acceptance. Revenue from customer contracts is generally expected to be recognized over a period of three to six months. There historically have been, and potentially will be in the future, customer contracts that contain obligations and timelines that result in revenue being recognized over extended periods, which may include periods greater than 12 months. For those performance obligations where revenue is recognized over time, the Company recognizes revenue as costs are incurred or as labor hours are incurred, depending on the type of contract (i.e., an input method). Installation and training services are evaluated together with the delivery of robotic fulfillment or material handling systems as a singular performance obligation. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The loss is computed on the basis of the total estimated costs to complete the contract, including the contract costs incurred to date plus the estimated cost to complete. A provision for the remaining losses on contracts of $ 2.7 million and $ 8.5 million is included within contract liabilities as of December 31, 2022, and December 31, 2021, respectively. Other performance obligations recognized at a point in time include the sale and delivery of spare parts and pilot agreements. Pilot agreements are typically short-term contracts designed to demonstrate the Company’s technology and ability to serve the customer. Due to the exploratory nature of pilot agreements, revenue is recognized at a point in time once the evaluation activities are complete. Other performance obligations recognized over time include, but are not limited to, maintenance, extended support, and research services. Maintenance and extended support services are recognized ratably on a straight-line-basis as the Company assumes an even distribution of performance over the service period. Research services are recognized based on the ratio of cost to date and the total estimated cost at the completion of the performance obligation. Shipping and handling activities that occur after control of a product has transferred to the customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by ASC 606. Shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is transferred to the customer. Incremental costs of obtaining a contract with a customer and other costs to fulfill a contract are required to be capitalized unless the Company elects to expense contract costs with periods less than a year. The Company has elected to expense these costs of obtaining a contract as incurred when the related contract period is less than one year. The Company does not pay upfront sales commissions on contracts when the related contract period is greater than one year, thus has not capitalized any amounts as of December 31, 2022. Non-cash stock-based sales incentive contra-revenue charges (“FedEx Warrant Charges”) associated with the FedEx Warrant are recognized as the customer makes qualified payments and vesting conditions become probable of being achieved, based on the grant date fair value of the FedEx Warrant. See note 16, " Common Stock and Warrants" for more information. The following table disaggregates revenue by timing of transfer of goods or services: Years Ended December 31, 2022 2021 (in thousands) Transferred over time $ 60,910 $ 49,610 Transferred at a point in time 4,940 1,242 Total Revenue $ 65,850 $ 50,852 Payment terms offered to customers are defined in contracts and do not include a significant financing component. Payment milestones typically exist throughout the course of a contract and generally occur upon signing of an agreement, delivery of a system, start and completion of installation and testing, and upon acceptance of the system. The nature of the Company’s contracts may give rise to variable consideration, typically related to fees charged for shipping and handling. The Company generally estimates such variable consideration at the most likely amount. In addition, the Company includes the estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. Provisions for contract losses are recorded as liabilities when it becomes evident that a liability has occurred and the amount of the loss is reasonably estimable. These estimates are based on historical experience and the Company’s best judgment at the time. To the extent there is certainty in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations. Contract losses are reported as cost of revenue during the period in which the loss becomes evident. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effects of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, are recognized as an adjustment to revenue on a cumulative catch-up basis. Measure of Progress The Company periodically reviews the measure of progress used to faithfully depict the transfer of control of goods and services to customers. This review indicated the circumstances of the Company's systems delivery and installation for certain sales have changed over time and that the transfer of control to customers would be more faithfully depicted over time as cost is incurred, beginning upon delivery, and continuing through the installation process (“cost-to-cost method”) rather than based on the ratio of labor hours incurred to total estimated labor hours at the completion of the performance obligation. The Company’s assessment of control transfer considered when legal title to machinery passes to the customer, when the customer first gains beneficial use, and other indicators control has transferred. As a result, effective January 1, 2022, the Company began using a cost-to-cost methodology for some projects that commenced during the current fiscal year. Under both the cost-to-cost and labor hours input methods the Company expects revenue to be recognized over a period of three to six months . Deferred Fulfillment Costs and Contract Balances As of December 31, 2022 and 2021, the Company incurred $ 4.0 million and $ 7.7 million of net deferred fulfillment costs, respectively. Changes in the contract liability balance during the year ended December 31, 2022, were due to the Company receiving additional advanced cash payments from customer contracts and the Company recognizing revenue as performance obligations were met. The following table summarizes changes in contract liabilities during the year ended December 31, 2022: Contract 2022 2021 (in thousands) Beginning contract liabilities $ 19,216 $ 22,331 Additions to contract liabilities during the period 62,105 35,760 Change in provision for contract losses ( 5,753 ) 8,465 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period ( 8,166 ) ( 21,957 ) Amounts added to contract liabilities during the period ( 51,479 ) ( 25,383 ) Contract liabilities at year end $ 15,923 $ 19,216 Contract Assets 2022 2021 (in thousands) Beginning contract assets $ 4,257 $ — Additions to contract assets during the period 3,076 4,257 Contract assets at year end $ 7,333 $ 4,257 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS In June 2019, the Company entered into two customer contracts with an affiliate of one of its primary investors. Related to these contracts, as of December 31, 2022, and December 31, 2021, the Company recorded no net deferred fulfilment costs and less than $ 0.1 million in net deferred fulfillment costs, respectively. For the year ended December 31, 2022, the Company recognized $ 0.7 million in revenue and less than $ 0.1 million in cost of revenue. For the year ended December 31, 2021, the Company recognized approximately $ 5.1 million in revenue and approximately $ 2.1 million in cost of revenue related to these customer contracts, respectively. In October 2019, the Company issued a Partial Recourse Secured Promissory Note (the “Promissory Note”) to an executive officer for approximately $ 9.9 million with an interest rate of 1.86 % per annum compounded annually. Under the terms of the Promissory Note, the officer was be personally liable for 51 % of the unpaid balance of the principal and any accrued interest. The entire principal amount was used to purchase 7,003,261 shares (as converted for the effect of the Merger) of restricted stock. The Promissory Note was collateralized by the restricted common stock. The Company determined that the entire Promissory Note must be treated as non-recourse; as such, the balance of the note and related accrued interest were not presented on the consolidated balance sheet. Refer to Note 10, " Stock-Based Compensation ", for further information on the treatment of stock-based compensation related to these purchased shares. On February 23, 2021, the Company entered into an agreement with the executive officer, in which the Company’s Board of Directors authorized the repurchase of a sufficient number of vested shares of common stock from the executive officer, at an aggregate price sufficient to repay the Promissory Note (the "Stock Repurchase Agreement"). At the Closing Date on July 21, 2021, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired. |
Convertible Preferred Stock And
Convertible Preferred Stock And Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock And Stockholders' Equity | 9. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock The Company has cumulatively raised $ 227.3 million, net of issuance costs, in venture financing through the sale and issuance of Preferred Stock and warrants. Immediately prior to the closing of the Merger, all outstanding shares of each series of Legacy Berkshire Grey preferred stock were converted into shares of Legacy Berkshire Grey common stock. Warrants to purchase preferred stock (Series B-3) were cancelled pursuant to a warrant termination agreement with the warrant holder. At the closing of the Merger, each share of Legacy Berkshire Grey common stock was converted into the right to receive 5.87585 shares of the Company’s Class A common stock. Equity Purchase Agreement On October 5, 2022, the Company, entered into a purchase agreement (the "Purchase Agreement") with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $ 75 million of shares (the “Purchase Shares”) of its Class A common stock, par value $ 0.0001 per share (the “Common Stock”) over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the Purchase Agreement (the “Registration Rights Agreement”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, on any business day selected by the Company (the “Purchase Date”), to require Lincoln Park to purchase up to 200,000 shares of Common Stock (the “Regular Purchase Amount”) per purchase notice (each such purchase, a “Regular Purchase”). The Regular Purchase Amount may be increased to up to (i) 250,000 shares if the closing price of the Common Stock is not below $ 2.00 , (ii) 300,000 shares if the closing price of the Common Stock is not below $ 3.00 and (iii) 400,000 shares if the closing price of the Common Stock is not below $ 4.00 . Lincoln Park’s committed obligation under a Regular Purchase shall not exceed $ 2.0 million, provided that the parties may mutually agree at any time to increase the Regular Purchase Amount on any Purchase Date, above and beyond the foregoing amounts that Lincoln Park is committed to purchase. The purchase price per share for each Regular Purchase will be based on prevailing market prices of the Common Stock immediately preceding the time of sale as computed in accordance with the terms set forth in the Purchase Agreement. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. The aggregate number of shares that the Company can sell to Lincoln Park under the Purchase Agreement may in no case exceed 47,099,574 shares (subject to adjustment) of Common Stock (which is equal to approximately 19.99 % of the shares of Common Stock and Class C common stock, par value $ 0.0001 per share, combined, outstanding prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue Purchase Shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement equals or exceeds the “minimum price”, determined in accordance with applicable Nasdaq Listing Rules, as adjusted as set forth in the Purchase Agreement, such that the Exchange Cap will not apply to issuances and sales of Common Stock under the Purchase Agreement. In all instances, the Company may not sell shares of its Common Stock to Lincoln Park and its affiliates under the Purchase Agreement if it would result in Lincoln Park beneficially owning more than 9.99 % of the outstanding shares of Common Stock. The Company issued 701,262 shares of Common Stock to Lincoln Park as consideration for its commitment to purchase shares of Common Stock at the Company’s direction from time to time under the Purchase Agreement (the “Commitment Shares,” and, together with the Purchase Shares, the “Shares”). The Purchase Agreement contains customary representations, warranties, covenants, closing conditions, indemnification and termination provisions. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company’s ability to conduct or enter into an agreement to issue any Common Stock involving an equity line of credit or substantially similar transaction, excluding certain transactions including an at-the-market transaction exclusively with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Company may deliver purchase notices under the Purchase Agreement, subject to market conditions, and in light of its capital needs, from time to time and under the limitations contained in the Purchase Agreement. Any proceeds that the Company receives under the Purchase Agreement are expected to be used for general corporate purposes, which may include investments and strategic transactions. As of December 31, 2022, the Company has sold approximately 3.4 million shares of Common Stock under the Purchase Agreement, for net proceeds of approximately $ 4.2 million. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. STOCK-BASED COMPENSATION In 2013, the Company adopted the Berkshire Grey, Inc. 2013 Stock Option and Stock Purchase Plan (the “2013 Plan”) under which the Company may grant incentive stock options, nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, performance awards, or other awards that are convertible into or based on company stock. The maximum number of shares that may be issued under the Plan was 58,863,225 (as converted for the effect of the Merger) shares as of December 31, 2022 and December 31, 2021. On July 20, 2021, at a special general meeting of the shareholders of RAAC, the 2021 Stock Option and Incentive Plan for Berkshire Grey, Inc. (the “2021 Plan”) was approved reserving an initial limit of 19,887,747 of the Company’s Class A common stock for issuance under the 2021 Plan. All equity awards of Legacy Berkshire Grey that were issued under the 2013 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. Each stock option granted under the 2013 Plan was converted into an option to purchase the Company’s Class A common stock based on an exchange ratio of 5.87585 . Following effective date of the 2021 Plan, no additional awards shall be issued under the 2013 Plan. Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2022 2021 (in thousands) Cost of sales $ 1,446 $ 557 General and administrative 1,143 19,353 Sales and marketing ( 7,982 ) 27,278 Research and development 6,827 2,655 Total $ 1,434 $ 49,843 Stock Options The Company issued grants of 1,202,098 and 2,270,858 stock options during the years ended December 31, 2022 and 2021, respectively. The following table summarizes stock option activity under the 2013 Plan and 2021 Plan since December 31, 2022: Options Weighted-Average Weighted-Average Outstanding at December 31, 2021 29,435,319 $ 1.40 7.5 Granted 1,202,098 2.79 — Exercised ( 4,033,298 ) 0.71 — Cancelled ( 3,371,520 ) 3.53 — Forfeited ( 519,037 ) 5.05 — Outstanding at December 31, 2022 22,713,562 $ 1.20 6.6 Exercisable at December 31, 2022 15,485,784 $ 0.90 5.9 Vested or expected to vest at December 31, 2022 22,713,562 $ 1.20 6.6 In determining the estimated fair value of the stock option awards, the Company uses the Black-Scholes option pricing model. The fair value of share option awards was estimated with the following assumptions: As of December 31, 2022 2021 Expected volatility 32 % - 56 % 32 % - 34 % Expected term (in years) 6.1 - 6.1 6.1 - 6.1 Risk-free interest rate 1.5 % - 3.6 % . 99 % - 1.2 % Expected dividend rate 0 % 0 % As of December 31, 2022, 2,938,257 of the options outstanding are subject to performance-based vesting criteria described below. The total intrinsic value of options exercised in the year December 31, 2022, was approximately $ 7.7 million. The Company recognized approximately $ 2.2 million and $ 22.0 million in stock-based compensation expense related to stock options during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was approximately $ 6.6 million of total unrecognized compensation cost related to non-vested stock options. The total unrecognized compensation cost will be adjusted for future forfeitures as they occur. As of December 31, 2022, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 2.8 years. Restricted Stock Sold Through Issuance of Promissory Note In conjunction with a Partial Recourse Promissory Note issued in October 2019 (See Note 8, " Related Party Transactions "), the Company also entered into a Restricted Stock Award Agreement with an executive officer (the “RSA Agreement”). Pursuant to the RSA Agreement, the Company granted 7,003,261 shares of common stock (the “Restricted Stock”) at a purchase price of $ 1.42 per share. The Restricted Stock was purchased by the executive officer with the proceeds from the Promissory Note. As the underlying Restricted Shares are not allocated to the recourse and non-recourse portions of the Promissory Note, the entire note was treated as non-recourse and the shares are treated as options for accounting purposes. On February 23, 2021, the Company entered into a Stock Repurchase Agreement with the aforementioned executive officer. In the Stock Repurchase Agreement, the Company's Board of Directors authorized the repurchase of 1,023,825 vested shares of common stock from the executive officer which will repay, in full, all the outstanding principal and accrued interest under the Promissory Note. At the Closing Date, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired. The RSA Agreement contains a Repurchase Option, which causes the shares to be classified as a liability. The Repurchase Option expires six months after the shares’ respective vesting date, at which point the shares will be reclassified as equity at the fair value on such date and no further compensation cost is recognized. A portion of the awards are subject to performance-based vesting conditions based primarily on financial performance of the Company and a portion are only subject to time and service-based vesting conditions over a four-year period. The Company will remeasure the fair value of the award using the exchange traded price of Class A common stock at each reporting period until settlement. The Company recognizes compensation cost over the requisite service period with an offsetting credit to a share-based liability. The underlying shares of Restricted Stock are not considered outstanding until the vesting conditions have been achieved. As of December 31, 2022, 3,939,423 shares of Restricted Stock have vested, and no ne were forfeited. The Company recognized a reduction of stock-based compensation expense of $ 10.9 million and an expense of $ 24.4 million related to the Restricted Stock during the years ended December 31, 2022 and 2021, respectively. The expense is presented in the Company’s consolidated statements of operations and comprehensive loss as sales and marketing expense and general and administrative expense, respectively. As of December 31, 2022, there was approximately $ 1.0 million of total unrecognized compensation cost related to the Restricted Stock. Restricted Stock Units ("RSUs") Under the 2021 Plan, RSUs may be granted to employees, non-employees, and consultants. The RSUs vest ratably over a period ranging from one to four years and are subject to the participant’s continuing service to the Company over that period. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding. The following table summarizes the RSU activity under the equity incentive plan: RSUs RSU Activity Weighted-Average Grant Date Fair Value Per Share Balance as of December 31, 2021 4,924,243 $ 6.30 Granted 12,692,419 2.80 Vested ( 1,302,603 ) 6.67 Forfeited ( 2,373,371 ) 4.94 Outstanding at December 31, 2022 13,940,688 $ 3.31 Expected to vest at December 31, 2022 13,940,688 $ 3.31 The Company recognized approximately $ 10.1 million and $ 3.5 million in stock-based compensation expense related to RSUs during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was approximately $ 41.7 million of total unrecognized compensation cost related to non-vested RSUs. As of December 31, 2022, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 3.3 years. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 11. FAIR VALUE OF FINANCIAL INSTRUMENTS Recurring Fair Value Measurements The following table summarizes information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values: December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash $ 53,830 $ — $ — $ 53,830 Total Assets $ 53,830 $ — $ — $ 53,830 Liabilities: Public Warrants $ 575 $ — $ — $ 575 Private Placement Warrants $ — $ 310 $ — $ 310 Total Liabilities $ 575 $ 310 $ — $ 885 December 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash $ 162,164 $ — $ — $ 162,164 Total Assets $ 162,164 $ — $ — $ 162,164 Liabilities: Public Warrants $ 8,626 $ — $ — $ 8,626 Private Placement Warrants $ — $ 4,651 $ — $ 4,651 Total Liabilities $ 8,626 $ 4,651 $ — $ 13,277 Money market funds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 1 measurement within the fair value hierarchy. As of December 31, 2022, the Company has Private Placement Warrants and Public Warrants ("Warrants") defined and discussed in Note 16, " Common Stock and Warrants ". The Warrants are measured at fair value on a recurring basis. The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of Private Placement Warrants to anyone outside of the initial purchasers would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments. The Public and Private Warrants were valued as of December 31, 2022 using the listed trading price of $ 0.06 per Public Warrant. During the years ended December 31, 2022, and December 31,2021, there were no transfers between Level 1, Level 2, and Level 3. The change in fair value of warrant liabilities is as follows: Warrant Liabilities (in thousands) Balance at December 31, 2021 $ 13,277 Private placement warrants and public warrants — Exercised warrants — Change in fair value ( 12,392 ) Balance at December 31, 2022 $ 885 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES During the years ended December 31, 2022 and 2021, the Company recorded no income tax benefits due to the losses incurred and the uncertainty of future taxable income. For financial reporting purposes, net loss before income taxes, includes the following components: Years Ended December 31, 2022 2021 (in thousands) Domestic $ ( 102,835 ) $ ( 153,426 ) Foreign 149 104 Total $ ( 102,686 ) $ ( 153,322 ) A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2022 2021 Federal statutory rate% 21.0 % 21.0 % State rate, net of federal benefit% 2.1 % 7.5 % Change in valuation allowance% ( 28.6 )% ( 28.0 )% Tax credits generated% 3.0 % 3.3 % Stock-based compensation% 1.0 % ( 2.6 )% Warrant revaluation% 2.5 % 1.5 % Permanent differences% ( 0.8 )% ( 2.5 )% Other Items ( 0.1 )% ( 0.3 )% Effective tax rate% 0.1 % - 0.1 % Deferred tax assets and liabilities consist of the following: Years Ended December 31, 2022 2021 (in thousands) Federal and state net operating carryforwards $ 86,745 $ 70,569 Research and development and other credits 17,903 13,046 Stock-based compensation 1,674 1,742 Capitalized R&D 10,487 — Lease Liabilities 2,245 — Other 1,707 4,359 Gross deferred tax assets 120,761 89,716 Valuation allowance ( 118,971 ) ( 89,633 ) Right of use asset ( 1,743 ) — Net deferred tax assets $ 47 $ 83 Realization of deferred tax assets is dependent upon the generation of future taxable income. As required by ASC 740, the Company evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2022 and 2021. As the Company has incurred tax losses from inception, the Company determined that it was more likely than not that the Company would not realize the benefits of federal and state net deferred tax assets. Accordingly, a full valuation allowance was established against the net deferred tax assets as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of $ 331.9 million and $ 256.6 million, respectively, which may be available to reduce future taxable income. The carryforwards generated in 2017 and prior expire at various dates through 2037 . The $ 315.0 million in carryforwards generated from 2018 onwards do not expire. As of December 31, 2022 and 2021, the Company had state net operating loss carryforwards of $ 256.7 million and $ 263.2 million, respectively, which may be available to reduce future taxable income. These carryforwards expire at various dates through 2042 . In addition, the Company had federal and state research and development tax credit carryforwards of $ 11.7 million available to reduce future tax liabilities, which will expire at various dates through 2042 . Utilization of the Company’s net operating loss (“NOL”) carryforwards and research and development (“R&D”) tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“Section 382”) as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D tax credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership changes as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 % over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to significant complexity with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the NOL carryforwards or R&D tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL carryforwards or R&D tax credit carryforwards before utilization. The Company operates within multiple taxing jurisdictions and is required to file tax returns in those jurisdictions. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state, and local income tax authorities for all tax years in which a loss carryforward is available. The Company is currently not under examination by the Internal Revenue Service or any other jurisdiction for any tax years. The Company has not recorded any interest or penalties on any unrecognized tax benefits since inception. The Company does not believe material uncertain tax positions have arisen to date. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Shareholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Shareholders | 13. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Through the Merger, the Company added Class C stock to its capital structure. Class A and Class C common stock have identical rights, including liquidation and dividend rights, except the Company’s Class C common stock is convertible into Class A common stock, and is automatically converted into Class A common stock on a one-for-one basis if the Company meets certain stock price performance thresholds following the completion of the Merger. The net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A and Class C common stock under the two-class method. The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the years ended December 31, 2022 or 2021. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period. The Company’s stock options are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Net loss attributable to common stockholders is equivalent to net loss for all periods presented. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: For the Twelve Months Ended December 31, 2022 2021 Class A Class C Class A Class C Numerator: Net loss attributable to common stockholders (in thousands) $ ( 100,298 ) $ ( 2,519 ) $ ( 149,960 ) $ ( 3,437 ) Denominator: Weighted-average shares used in computing net loss per attributable to common stockholders, basic and diluted 228,925,258 5,750,000 112,717,964 2,583,562 Net loss per share Net loss per share attributable to common shareholders, basic and diluted $ ( 0.44 ) $ ( 0.44 ) $ ( 1.33 ) $ ( 1.33 ) For the year ended December 31, 2022, warrants, options, restricted stock units, and restricted stock awards, representing approximately 40.0 million, 22.7 million, 13.9 million, and 3.1 million shares of common stock, respectively, were excluded from the computation of diluted earnings per share as their effect would have been antidilutive. For the year ended December 31, 2021, options, warrants, restricted stock units, and restricted stock awards, representing approximately 29.4 million, 14.8 million, 4.9 million, and 3.9 million shares of common stock, respectively, were excluded from the computation of diluted earnings per share as their effect would have been antidilutive. Accordingly, basic and diluted net loss per share are the same for both periods. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment information In its operation of the business, management, including our chief operating decision maker, who is also our Chief Executive Officer, reviews the business as one segment. The Company currently ships its products to markets in the United States and Japan. Product sales attributed to a country are based on the location of the customer to whom the products are being sold. Long-lived assets are primarily held in the United States. Product sales by country are as follows: Years Ended December 31, 2022 2021 (in thousands) North America $ 65,170 $ 45,781 Japan 680 5,071 Total Revenue $ 65,850 $ 50,852 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Commercial real estate leases The Company’s portfolio of commercial real estate leases consists of office space for its corporate headquarters in Bedford, Massachusetts and office and research space in Sharpsburg, Pennsylvania, both of which are accounted for as operating leases. Our corporate headquarters consists of an approximately 70,000 square foot facility. The lease expires in 2031 and we have the option to extend for two additional five-year periods. Our lease in Sharpsburg, Pennsylvania is for an approximately 20,500 square foot facility. The remaining contractual periods for our corporate headquarters and the Sharpsburg facility are 8.2 years and 2.8 years, respectively, and include escalating payments. Operating lease right-of-use assets (ROU) and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The current and long term balances of lease liabilities at December 31, 2022, were $ 1.0 million and $ 8.6 million, respectively, and were classified within other liabilities, and operating lease liabilities, respectively. Operating lease expense was $ 1.3 million for the year ended December 31, 2022. Rent expense recognized under legacy GAAP for the Company’s operating leases was $ 1.1 million for the year ended December 31, 2021. As of December 31, 2022, future minimum rental commitments for operating leases with non-cancellable terms in excess of one year were as follows: Operating Years Ending December 31, (in thousands) 2023 $ 1,462 2024 1,504 2025 1,473 2026 1,287 2027 1,326 Thereafter 4,465 Total future operating lease payments $ 11,517 Less: imputed interest ( 1,878 ) Total operating lease liabilities $ 9,639 |
Common Stock and Warrants
Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock and Warrants | 16. COMMON STOCK AND WARRANTS Prior to the Merger, RAAC had three classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock. At the time of the Merger Class B shares automatically converted to Class A shares on a one-for-one basis. The shares of Class C common stock will automatically convert into shares of Class A common stock if the Company meets certain stock price performance thresholds following the completion of the Merger, on a one-for-one basis. Merger Transaction At the time of the Merger (as discussed in Note 3, " Merger "), each share of Legacy Berkshire Grey common and preferred stock was converted into the right to receive 5.87585 shares of the Company’s Class A common stock. Class A Common Stock Warrants As the accounting acquirer, the Company is deemed to have assumed 5,166,667 warrants for Class A common stock that were sold in a private placement to RAAC Management, LLC at an exercise price of $ 11.50 (“Private Placement Warrants”) and 9,583,333 redeemable warrants for Class A common stock held by shareholders of RAAC at an exercise price of $ 11.50 (“Public Warrants”). The Public Warrants became exercisable 30 days after the consummation of the Merger and will expire five years from the consummation of the Merger or earlier upon redemption or liquidation. The Private Placement Warrants and Public Warrants for shares of Class A common stock meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. Therefore, these warrants are classified as liabilities on the consolidated balance sheet. As of December 31, 2022, no warrants have been exercised. As of December 31, 2022, the following Warrants were outstanding: Warrant Type Exercise Price Shares Public Warrants $ 11.50 9,583,333 Private Placement Warrants $ 11.50 5,166,667 Total Warrants Outstanding 14,750,000 Public Warrant Terms Once the price per share of Class A common stock equals or exceeds $ 18.00 the Company may redeem the outstanding Public Warrants: • 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 last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $ 18.00 per share (as adjusted). Once the price per share of Class A common stock equals or exceeds $ 10.00 the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of our Class A common stock; • if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted); and • if the Reference Value is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. Private Placement Warrants The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the Initial Public Offering, except that 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. FedEx Warrant On July 29, 2022, the Company and FCJI, Inc. (“FedEx Affiliate”), a wholly owned subsidiary of FedEx Corporation, entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which the Company agreed to issue to FedEx Affiliate a warrant (the “FedEx Warrant”) to acquire up to 25,250,616 shares (the “Warrant Shares”) of the Company’s Class A common stock, par value $ 0.0001 per share, subject to certain vesting events described below. Other affiliates of FedEx Corporation are current customers of the Company. The Company and FedEx Affiliate entered into the Transaction Agreement in connection with a master professional services agreement that the Company and FedEx Corporation entered into on July 29, 2022, with respect to which FedEx Corporation engaged the Company to provide broader AI robotic automation capabilities. The Company also expects to enter into a master system purchase agreement with FedEx Corporation during 2023 that will be leveraged to streamline and expedite the procurement process for expanding the supply of the Company’s AI robotic automation to FedEx Corporation and its affiliates. The vesting of the Warrant Shares, described in more detail below, is subject to certain milestones, including signing these commercial agreements as well as other commercial transactions between FedEx Corporation (and its affiliates) and the Company. The Warrant Shares will generally vest and become exercisable from time to time, incrementally, if and as FedEx Corporation and its affiliates, directly or indirectly through third parties, make a combination of binding orders and qualified payments of at least $ 20 million for goods and services associated with orders received after June 1, 2022, and fully vest and become exercisable when such binding orders and qualified payments reach at least $ 200 million. No vesting event will occur after December 31, 2025. FedEx Corporation and its affiliates are not currently required to place any orders or make any payments under the master system purchase agreement being negotiated. Subject to vesting and certain conditions set forth in the Transaction Agreement, the Warrant is exercisable, in whole or in part, and for cash or on a net exercise basis, at any time before July 29, 2032, at an exercise price of $ 1.67 per share, which was determined based on the 30-day volume-weighted average price for the Common Stock as of July 29, 2022. Both the exercise price and the number of Warrant Shares subject to purchase pursuant to the Warrant are subject to customary anti-dilution adjustments. FedEx Warrant Charges, which are non-cash stock-based sales incentive contra-revenue charges, associated with the FedEx Warrant are recognized as the customer makes qualified payments and vesting conditions become probable of being achieved, based on the grant date fair value of the FedEx Warrant. The fair values of the FedEx Warrant were determined as of the grant date in accordance with ASC 718, Compensation – Stock Compensation , using the Black-Scholes option pricing model and the following assumptions: July 29, 2022 Dividend yield — Expected volatility 52.0 % Risk-free interest rate 2.7 % Expected term 10 Years The volatility used was estimated based a weighting average of the Company's historical volatility, the implied volatility of the Company's exchange traded warrants, and the historical volatility of comparable companies over a period matching the assumed term of the FedEx Warrant, . The expected terms used were based on the term of the FedEx Warrant at the date of issuance. The risk-free interest rates used were based on the U.S. Treasury yield curve for the expected term of the FedEx Warrant at the date of issuance. The following table summarizes the FedEx Warrant activity for the twelve months ended December 31, 2022: Warrant Shares Outstanding at December 31, 2021 — Granted 25,250,616 Vested ( 1,262,531 ) Outstanding and unvested December 31, 2022 23,988,085 During the year ended December 31, 2022, FedEx Warrant Charges in the consolidated statements of operations were $ 3.6 million. Non-cash FedEx Warrant Charges during the year ended December 31, 2022, were $ 4.1 million, of which $ 0.6 million is classified in “Other current assets”, in the accompanying consolidated balance sheets related to the immediate vesting portion of the Warrant Shares upon entry into a master professional services agreement which will be recognized as the work is performed. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS Agreement and Plan of Merger On March 24, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with SoftBank , Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of SoftBank. At the Effective Time, each share of Company Common Stock (other than (i) shares held in the treasury of the Company or owned by Merger Sub, (ii) shares held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law, (iii) shares already issued pursuant to the exercise of an option to purchase Company Common Stock to the extent that such option is not vested as of the Effective Time and (iv) restricted shares that have not vested as of the Effective Time) will be converted automatically into and shall thereafter represent only the right to receive $ 1.40 in cash, without interest, subject to applicable withholding taxes. The Merger is conditioned upon, among other things, the approval of the Merger Agreement by the affirmative vote of holders of at least a majority of all outstanding shares of Company Common Stock, voting together as a single class, at a meeting of the Company’s stockholders held for such purpose, the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, certain other approvals, clearances or expirations of waiting periods under other antitrust laws and foreign investment screening laws, and other customary closing conditions. The Closing is not subject to a financing condition. Voting and Support Agreement In connection with the execution of the Merger Agreement, the Company and SoftBank entered into voting and support agreements (the “Voting Agreement”) with three of the Company’s largest stockholders (certain entities related to Vinod Khosla (Khosla Ventures Seed B LP, Khosla Ventures Seed B (CF), LP, Khosla Ventures V, LP), New Enterprise Associates 15, L.P., and Canaan X, L.P.) (the “Supporting Stockholders”) under which such stockholders agreed, among other things, to vote, or cause to be voted, all of the shares of Company Common Stock beneficially owned by such stockholders in favor of (i) the approval of the Merger and certain other related matters and (ii) the adoption of an amendment to the certificate of incorporation of the Company to increase the number of authorized shares of Class A Common Stock to 700,000,000 (the “Charter Amendment Approval”). Convertible Note Purchase Agreement Additionally, in connection with the execution of the Merger Agreement, the Company has entered into a convertible note purchase agreement (the “Note Purchase Agreement”) with Backgammon Investment Corp, a Delaware corporation and wholly owned subsidiary of SoftBank (“BIC”) under which the Company may issue to BIC up to $ 60 million of convertible senior unsecured notes (the “Notes”) in exchange for up to $ 60 million of cash, prior to the Closing and subject to certain conditions. The Note Purchase Agreement permits the Company to draw up to $ 12 million in any 30-day period, if the Company’s cash balance is below $ 30 million. The Notes will mature on the earlier of (i) six months following the termination of the Merger Agreement and (ii) June 30, 2024, unless earlier repurchased or converted. The conversion rate for the Notes will initially be 714.2857 shares of Class A Common Stock for each $ 1,000 principal amount of Notes (the “Conversion Rate”), which is equivalent to an initial conversion price of approximately $ 1.40 per share of Class A Common Stock. The Conversion Rate is subject to adjustment under certain circumstances in accordance with the terms of the Note Purchase Agreement. The Notes will bear interest at a rate of 20.00 % per year compounded semi-annually and will be payable in-kind semi-annually by increasing the principal amount of the Notes. In the event of payment defaults on interest or principal when due, the interest rate will be increased to 25.00 %. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition (including performance obligations, provisions for contract losses, variable consideration, impact of the FedEx warrant, and other obligations such as product returns), realizability of deferred fulfillment costs, inventory, warranty cost, accounting for stock-based compensation (including performance-based assessments), and accounting for income taxes and related valuation allowances. Actual results may differ from estimates. |
Basis of Presentation | Basis of Presentation Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). All significant intercompany accounts and transactions have been eliminated in consolidation. For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars at period-end foreign exchange rates. Revenues and expenses are translated into U.S. dollars at the average foreign exchange rates for the period. Translation adjustments are excluded from the determination of net income and are recorded in accumulated other comprehensive income (loss), a separate component of stockholders’ equity (deficit). |
Going Concern and Liquidity | Going Concern and Liquidity The Company has incurred net losses and negative cash flows from operations since inception and relied upon financing activities to fund operations through the issuance of common and preferred stock. As of December 31, 2022, the Company had an accumulated deficit of $ 407.9 million and has generated net losses in each year. As of December 31, 2022, the Company's liquidity sources included cash and cash equivalents of $ 64.3 million. Based on our current operating plan, we believe that our current cash and cash equivalents will need to be supplemented to allow us to meet our liquidity requirements through the end of the fourth quarter of 2023. To meet our future funding requirements, we are evaluating several alternatives to secure additional capital sufficient to fund our operating plan in addition to any potential use of our facility with Lincoln Park Capital. If we are unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on our financial condition. As a result of these conditions, management has concluded that there is substantial doubt about our ability to continue as a going concern. The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Cash Equivalents and Restricted Cash | Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company’s cash equivalents consist of money market funds. Restricted cash represents cash on deposit with a financial institution as collateral for the Company’s corporate credit cards and an irrevocable standby letter of credit as security for the Company’s obligations under the lease for its headquarters in Massachusetts. The Company has included restricted cash as a non-current asset for the years ended December 31, 2022 and 2021. |
Revenue Recognition | Revenue Recognition See Note 7, " Revenue ", for our revenue recognition policy. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments which potentially expose the Company to concentrations of credit risk consist of accounts receivable and cash and cash equivalents. At December 31, 2022 and 2021, four customers and two customers accounted for approximately 92 % and 100 % of the Company’s accounts receivable balance, respectively. For the year ended December 31, 2022, the Company generated approximately 88 % of revenues from six significant customers. For the year ended December 31, 2021, the Company generated approximately 85 % of revenues from four significant customers. The Company believes that credit risks associated with these contracts are not significant due to the customers’ financial strength. The Company places cash and cash equivalents with high-quality financial institutions. The Company is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the consolidated balance sheets exceeds federally insured limits. |
Warrant Liabilities | Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 16, “ Common Stock and Warrants ” as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities within other (expense) income, net within the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. |
FedEx Warrant | FedEx Warrant The FedEx Warrant (defined in Note 16, " Common Stock and Warrants ") is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation . This instrument is classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers . For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price. To determine the fair value of the FedEx Warrant in accordance with ASC 718, the Company used the Black-Scholes option pricing model which is based in part on assumptions that require management to use judgment. Based on the fair value of the award, the Company determined the amount of non-cash stock-based sales incentive charges on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction of revenue in the consolidated statements of operations. See Note 16 for additional information |
Fair Value Measurements | Fair Value Measurements The Company’s fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and may affect the valuation of the assets and liabilities and their placement within the hierarchy level. The three levels of inputs that may be used to measure fair value are defined as: Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets. Level 2 — Observable inputs other than Level 1 that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities inactive markets, or other observable inputs that can be corroborated by observable market data. Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Accounts Receivable | Accounts Receivable The Company evaluates the collectability of outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables amounted to approximately $ 5.0 million and $ 13.3 million as of December 31, 2022 and 2021, respectively. The Company believes that credit risks associated with these contracts are not significant. To date, the Company has not experienced any losses associated with accounts receivable and does not maintain an allowance for doubtful accounts. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by use of the average cost method. The Company maintains an inventory reserve for the estimated amount of excess or obsolete inventory. |
Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities Contract assets represent the sale of goods or services to a customer before the Company has the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract liabilities represent an obligation to transfer goods or services to a customer for which the Company received advanced consideration. Contract liabilities will be recognized as revenue when the contracted deliverables are provided to our customers. See Note 7, " Revenue " for additional information. |
Deferred Fulfillment Costs | Deferred Fulfillment Costs The Company incurs costs to fulfill obligations under a contract once it is obtained, but before transferring goods or services to the customer. The Company capitalizes deferred fulfillment costs if they are directly related to a specific customer contract, generate or enhance assets used to satisfy the customer contract performance obligations in the future, and are recoverable. The Company’s deferred fulfillment costs include direct labor related to manufacturing, installation, software services, and direct materials. |
Property and Equipment | Property and Equipment Property and equipment, including significant betterments to existing facilities, are recorded at cost, less accumulated depreciation. Upon retirement or disposal, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The Company reviews property and equipment for impairment upon a triggering event. If a review indicates that an impairment occurred, the Company writes down the carrying value of the assets to their fair value. Fair value is determined based on comparable market values, when available, or discounted cash flows. The Company concluded there were no triggering events for the years ended December 31, 2022 and 2021. |
Depreciation and Amortization | Depreciation and Amortization Depreciation is recorded using the straight-line method over the shorter of the useful life or lease term, when applicable. The Company generally uses estimated useful lives of three years for machinery, furniture, equipment, and software. For leasehold improvements the Company records depreciation over the remaining lease term. |
Deferred Rent and Rental Expense | Deferred Rent and Rental Expense Minimum rent expense is recorded using the straight-line method over the related lease term. The differences between payments required and rental expense are reflected as current and non-current liabilities rent in the consolidated balance sheets. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company issues stock-based awards to employees and nonemployees, generally in the form of stock options and restricted stock units ("RSUs"). Stock-based awards are accounted for in accordance with ASC 718. ASC 718 requires all stock-based payments, including grants of employee stock options and modifications to existing stock options, to be recognized in the statements of operations and comprehensive loss based on their fair values. Compensation expense of those awards is recognized over the requisite service period. The Company recognizes forfeitures at the time forfeitures occur. The Company issued restricted stock to an executive officer which was purchased with proceeds from a partial recourse promissory note. As the underlying restricted stock was not allocated to the recourse and non-recourse portions of the note, the entire note was treated as non-recourse and the shares were treated as stock options for accounting purposes. See Note 8, " Related Party Transactions " for additional information. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same way the payroll costs or service payments are classified for the related stock-based award recipient. Our stock-based awards are subject to service or performance-based vesting conditions. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards with pre-established performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The fair value of stock-based awards were estimated using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (i) the expected volatility of our stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the trading of our common stock prior to the Merger and a lack of company-specific historical and implied volatility, estimates of expected volatility are based on a weighted average of the historical volatility of a group of similar companies, the historical volatility of our common stock, and the implied volatility of our publicly traded warrants. Expected life of our stock options are estimated using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option were based on the U.S. Treasury yield curve in effect during the period the options were granted. The fair value of RSUs are determined based on the closing quoted price of the Company’s common stock on the date of the grant. See Note 10, " Stock-Based Compensation ”, for more information on the Company’s stock plans and share-based compensation expense. |
Research and Development | Research and Development Costs incurred in the research and development of the Company’s products are expensed as incurred. |
Warranty | Warranty The Company accrues an estimate warranty expense based on expected warranty claims and costs to be incurred. Product warranty reserves are recorded in accrued expenses. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax reporting basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the net deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2022 and 2021, the Company did not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. See Note 12, " Income Taxes " for additional information. |
Net Loss Per Common Share | Net Loss Per Common Share As a result of the Merger, the Company has retroactively restated the weighted average shares outstanding prior to July 21, 2021, to give effect to the Exchange Ratio. Basic earnings per share is computed by dividing the loss available to common shareholders (numerator) by the weighted average number of shares of Class A common stock and Class C common stock outstanding (denominator) during the period. Diluted earnings per share is calculated using the Company's weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method and warrants using the if-converted method. Diluted earnings per share excludes all dilutive potential shares if their effect is antidilutive. See Note 13, “ Net Loss Per Share Attributable to Common Shareholders ” for further details. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Effective January 1, 2022, the Company adopted ASU No. 2016-02, ("ASU 2016-02"). ASU 2016-02 and its related amendments (collectively referred to as ASC 842) amends the guidance in former ASC Topic 840, Leases . The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for those leases classified as operating leases. To account for leases as a lessee, the Company adopted ASC 842 on January 1, 2022, using the modified retrospective method, whereby the new guidance is applied prospectively as of the date of adoption and prior periods are not to be restated. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. Additionally, the Company elected the following practical expedients: the Company has elected to not separate lease components from non-lease components in its lease contract; the Company will not apply the recognition requirements of ASC 842 to its leases with lease terms of 12 months or less but rather recognize the lease expense on a straight-line basis over the lease term. The adoption of the lease standard did not change the Company's previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. Adoption of the lease standard had a material impact on the Company's consolidated balance sheet (Note 15, " Commitments and Contingencies "). In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. This accounting update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company prospectively adopted the accounting update on January 1, 2022. The adoption did not have a material impact on the Company's consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . This ASU amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of this ASU to have a significant impact on its consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following: Years Ended December 31, 2022 2021 (in thousands) Work in progress $ — $ 538 Finished goods 8,090 2,103 Inventory, net $ 8,090 $ 2,641 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, 2022 2021 (in thousands) Leasehold improvements $ 6,402 $ 6,512 Machinery and equipment 898 922 Furniture and fixtures 983 983 Research and development equipment 6,126 4,712 Computer hardware and software 1,983 1,708 Construction in progress 1,157 382 Subtotal 17,549 15,219 Less: Accumulated depreciation 6,739 4,345 Property and equipment, net $ 10,810 $ 10,874 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the following: December 31, 2022 2021 (in thousands) Accrued compensation $ 5,146 $ 8,562 Accrued sales taxes payable 192 372 Accrued professional services 813 1,742 Accrued materials 2,950 3,094 Accrued other 777 1,437 Accrued warranty 820 452 Accrued expenses $ 10,698 $ 15,659 |
Changes in our Product warranty | Changes in our product warranty consist of the following: December 31, 2022 2021 (in thousands) Beginning balance $ 452 $ 41 Accrual (reversal) for warranty expense ( 427 ) ( 58 ) Warranty costs incurred during period 795 469 Ending balance $ 820 $ 452 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregates Revenue by Timing of Goods and Services | The following table disaggregates revenue by timing of transfer of goods or services: Years Ended December 31, 2022 2021 (in thousands) Transferred over time $ 60,910 $ 49,610 Transferred at a point in time 4,940 1,242 Total Revenue $ 65,850 $ 50,852 |
Summary of Changes in Contract Liabilities | The following table summarizes changes in contract liabilities during the year ended December 31, 2022: Contract 2022 2021 (in thousands) Beginning contract liabilities $ 19,216 $ 22,331 Additions to contract liabilities during the period 62,105 35,760 Change in provision for contract losses ( 5,753 ) 8,465 Revenue recognized in the period from: Amounts included in contract liabilities at the beginning of the period ( 8,166 ) ( 21,957 ) Amounts added to contract liabilities during the period ( 51,479 ) ( 25,383 ) Contract liabilities at year end $ 15,923 $ 19,216 Contract Assets 2022 2021 (in thousands) Beginning contract assets $ 4,257 $ — Additions to contract assets during the period 3,076 4,257 Contract assets at year end $ 7,333 $ 4,257 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense Recognized for all Stock-based Awards | Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2022 2021 (in thousands) Cost of sales $ 1,446 $ 557 General and administrative 1,143 19,353 Sales and marketing ( 7,982 ) 27,278 Research and development 6,827 2,655 Total $ 1,434 $ 49,843 |
Summarizes Stock Option Activity | The following table summarizes stock option activity under the 2013 Plan and 2021 Plan since December 31, 2022: Options Weighted-Average Weighted-Average Outstanding at December 31, 2021 29,435,319 $ 1.40 7.5 Granted 1,202,098 2.79 — Exercised ( 4,033,298 ) 0.71 — Cancelled ( 3,371,520 ) 3.53 — Forfeited ( 519,037 ) 5.05 — Outstanding at December 31, 2022 22,713,562 $ 1.20 6.6 Exercisable at December 31, 2022 15,485,784 $ 0.90 5.9 Vested or expected to vest at December 31, 2022 22,713,562 $ 1.20 6.6 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In determining the estimated fair value of the stock option awards, the Company uses the Black-Scholes option pricing model. The fair value of share option awards was estimated with the following assumptions: As of December 31, 2022 2021 Expected volatility 32 % - 56 % 32 % - 34 % Expected term (in years) 6.1 - 6.1 6.1 - 6.1 Risk-free interest rate 1.5 % - 3.6 % . 99 % - 1.2 % Expected dividend rate 0 % 0 % |
Summary of Share-based Payment Arrangement, RSU, Activity | The following table summarizes the RSU activity under the equity incentive plan: RSUs RSU Activity Weighted-Average Grant Date Fair Value Per Share Balance as of December 31, 2021 4,924,243 $ 6.30 Granted 12,692,419 2.80 Vested ( 1,302,603 ) 6.67 Forfeited ( 2,373,371 ) 4.94 Outstanding at December 31, 2022 13,940,688 $ 3.31 Expected to vest at December 31, 2022 13,940,688 $ 3.31 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash $ 53,830 $ — $ — $ 53,830 Total Assets $ 53,830 $ — $ — $ 53,830 Liabilities: Public Warrants $ 575 $ — $ — $ 575 Private Placement Warrants $ — $ 310 $ — $ 310 Total Liabilities $ 575 $ 310 $ — $ 885 December 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Assets Money Market funds in Cash and Cash $ 162,164 $ — $ — $ 162,164 Total Assets $ 162,164 $ — $ — $ 162,164 Liabilities: Public Warrants $ 8,626 $ — $ — $ 8,626 Private Placement Warrants $ — $ 4,651 $ — $ 4,651 Total Liabilities $ 8,626 $ 4,651 $ — $ 13,277 |
Schedule of changes in fair value of warrant liabilities | The change in fair value of warrant liabilities is as follows: Warrant Liabilities (in thousands) Balance at December 31, 2021 $ 13,277 Private placement warrants and public warrants — Exercised warrants — Change in fair value ( 12,392 ) Balance at December 31, 2022 $ 885 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Benefits Due to the Losses Incurred | During the years ended December 31, 2022 and 2021, the Company recorded no income tax benefits due to the losses incurred and the uncertainty of future taxable income. For financial reporting purposes, net loss before income taxes, includes the following components: Years Ended December 31, 2022 2021 (in thousands) Domestic $ ( 102,835 ) $ ( 153,426 ) Foreign 149 104 Total $ ( 102,686 ) $ ( 153,322 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2022 2021 Federal statutory rate% 21.0 % 21.0 % State rate, net of federal benefit% 2.1 % 7.5 % Change in valuation allowance% ( 28.6 )% ( 28.0 )% Tax credits generated% 3.0 % 3.3 % Stock-based compensation% 1.0 % ( 2.6 )% Warrant revaluation% 2.5 % 1.5 % Permanent differences% ( 0.8 )% ( 2.5 )% Other Items ( 0.1 )% ( 0.3 )% Effective tax rate% 0.1 % - 0.1 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: Years Ended December 31, 2022 2021 (in thousands) Federal and state net operating carryforwards $ 86,745 $ 70,569 Research and development and other credits 17,903 13,046 Stock-based compensation 1,674 1,742 Capitalized R&D 10,487 — Lease Liabilities 2,245 — Other 1,707 4,359 Gross deferred tax assets 120,761 89,716 Valuation allowance ( 118,971 ) ( 89,633 ) Right of use asset ( 1,743 ) — Net deferred tax assets $ 47 $ 83 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: For the Twelve Months Ended December 31, 2022 2021 Class A Class C Class A Class C Numerator: Net loss attributable to common stockholders (in thousands) $ ( 100,298 ) $ ( 2,519 ) $ ( 149,960 ) $ ( 3,437 ) Denominator: Weighted-average shares used in computing net loss per attributable to common stockholders, basic and diluted 228,925,258 5,750,000 112,717,964 2,583,562 Net loss per share Net loss per share attributable to common shareholders, basic and diluted $ ( 0.44 ) $ ( 0.44 ) $ ( 1.33 ) $ ( 1.33 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of product by sales | Product sales by country are as follows: Years Ended December 31, 2022 2021 (in thousands) North America $ 65,170 $ 45,781 Japan 680 5,071 Total Revenue $ 65,850 $ 50,852 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2022, future minimum rental commitments for operating leases with non-cancellable terms in excess of one year were as follows: Operating Years Ending December 31, (in thousands) 2023 $ 1,462 2024 1,504 2025 1,473 2026 1,287 2027 1,326 Thereafter 4,465 Total future operating lease payments $ 11,517 Less: imputed interest ( 1,878 ) Total operating lease liabilities $ 9,639 |
COMMON STOCK AND WARRANTS (Tabl
COMMON STOCK AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Summary of Warrant Activity | As of December 31, 2022, the following Warrants were outstanding: Warrant Type Exercise Price Shares Public Warrants $ 11.50 9,583,333 Private Placement Warrants $ 11.50 5,166,667 Total Warrants Outstanding 14,750,000 |
Schedule of Stock Compensation, Using the Black-scholes Option Pricing Model | The fair values of the FedEx Warrant were determined as of the grant date in accordance with ASC 718, Compensation – Stock Compensation , using the Black-Scholes option pricing model and the following assumptions: July 29, 2022 Dividend yield — Expected volatility 52.0 % Risk-free interest rate 2.7 % Expected term 10 Years |
FedEx Warrants [Member] | |
Schedule of Summary of Warrant Activity | The following table summarizes the FedEx Warrant activity for the twelve months ended December 31, 2022: Warrant Shares Outstanding at December 31, 2021 — Granted 25,250,616 Vested ( 1,262,531 ) Outstanding and unvested December 31, 2022 23,988,085 |
Nature of the Business, Basis_2
Nature of the Business, Basis of Presentation, And Going Concern - Additional Information (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items] | ||
Accumulated deficit | $ (407,878) | $ (305,084) |
Cash And Cash Equivalents | $ 64,322 | $ 171,089 |
Legacy Berkshire Grey Inc | Class A Common Stock [Member] | Merger Agreement [Member] | Reverse Recapitalization [Member] | ||
Deferred Compensation Arrangement With Individual Excluding Share Based Payments And Postretirement Benefits [Line Items] | ||
Preferred Stock Exchange Ratio | 5.87585 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | |
Financing Receivable, Impaired [Line Items] | ||
Accounts receivable | $ | $ 5,006 | $ 13,291 |
Revenue Benchmark | Customer Concentration Risk | ||
Financing Receivable, Impaired [Line Items] | ||
Number of major customers | 6 | 4 |
Revenue Benchmark | Customer Concentration Risk | Percentage of Revenue from Customer Six [Member] | ||
Financing Receivable, Impaired [Line Items] | ||
Concentration Risk, Percentage | 88% | |
Revenue Benchmark | Customer Concentration Risk | Percentage of Revenue from Customer Four [Member] | ||
Financing Receivable, Impaired [Line Items] | ||
Concentration Risk, Percentage | 85% | |
Accounts Receivable | Customer Concentration Risk | Four Customer [Member] | ||
Financing Receivable, Impaired [Line Items] | ||
Number of customers | 4 | 4 |
Concentration Risk, Percentage | 92% | 92% |
Accounts Receivable | Customer Concentration Risk | Two Customer [Member] | ||
Financing Receivable, Impaired [Line Items] | ||
Number of customers | 2 | 2 |
Concentration Risk, Percentage | 100% | 100% |
Merger - Additional Information
Merger - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 22, 2021 | |
Business Acquisition [Line Items] | ||||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | $ 2,754 | |||
Share Price (in Dollars per share) | $ 10 | |||
PIPE Investment [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock exchange ratio | 5.87585% | |||
Class A Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | $ 2 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Share Price (in Dollars per share) | $ 10 | |||
RAAC [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from issuance or sale of common stock | $ 220,000 | |||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | $ 55,000 | |||
Business merger transaction cost | $ 27,900 | |||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | |||
Merger agreement description | Subject to the terms and conditions of the Merger Agreement, the consideration paid in respect of each share of Legacy Berkshire Grey preferred and common stock issued and outstanding (other than (i) any such shares held in the treasury of the Company and (ii) any shares held by stockholders of the Company who had perfected and not withdrawn a demand for appraisal rights) immediately prior to the effective time of the Merger was the number of shares of newly issued Class A common stock of RAAC (with each share valued at $10.00), par value $0.0001 per share (“Class A Stock”), equal to (x) $2.25 billion divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). | |||
RAAC [Member] | PIPE Investment [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period, value, acquisitions | $ 165,000 | |||
RAAC [Member] | Class A Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from issuance of common stock upon Merger, net of issuance costs paid | 165,000 | |||
Business merger transaction cost | $ 2,250,000 | |||
Common stock exchange ratio | 5.87585% | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Share Price (in Dollars per share) | $ 10 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Work in progress | $ 0 | $ 538 |
Finished goods | 8,090 | 2,103 |
Inventory, net | $ 8,090 | $ 2,641 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17,549 | $ 15,219 |
Less: Accumulated depreciation | 6,739 | 4,345 |
Property and equipment, net | 10,810 | 10,874 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,402 | 6,512 |
Machinery and equipment Member | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 898 | 922 |
Furniture and fixtures Member | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 983 | 983 |
Research and development equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,126 | 4,712 |
Computer hardware and software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,983 | 1,708 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,157 | $ 382 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation on property plant and equipment | $ 3.4 | $ 2.7 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued compensation | $ 5,146 | $ 8,562 | |
Accrued sales taxes payable | 192 | 372 | |
Accrued professional services | 813 | 1,742 | |
Accrued materials | 2,950 | 3,094 | |
Accrued other | 777 | 1,437 | |
Accrued warranty | 820 | 452 | $ 41 |
Accrued expenses | $ 10,698 | $ 15,659 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 4 | $ 5.4 |
Accrued Expenses - Summary of C
Accrued Expenses - Summary of Changes in our Product Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Beginning balance | $ 452 | $ 41 |
Accrual (reversal) for warranty expense | (427) | (58) |
Warranty costs incurred during period | 795 | 469 |
Ending balance | $ 820 | $ 452 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs | $ 4 | $ 7.7 |
Provision for contract losses | $ 2.7 | $ 8.5 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Disaggregates Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 65,850 | $ 50,852 |
Transferred over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 60,910 | 49,610 |
Transferred at Point in Time | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 4,940 | $ 1,242 |
Revenue - Summary of Changes in
Revenue - Summary of Changes in Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning contract liabilities | $ 19,216 | $ 22,331 |
Additions to contract liabilities during the period | 62,105 | 35,760 |
Change in provision for contract loss | (5,753) | 8,465 |
Revenue recognized in the period from: | ||
Amounts included in contract liabilities at the beginning of the period | (8,166) | (21,957) |
Amounts added to contract liabilities during the period | (51,479) | (25,383) |
Contract liabilities at year end | 15,923 | 19,216 |
Beginning contract assets | 4,257 | 0 |
Additions to contract assets during the period | 3,076 | 4,257 |
Contract assets at year end | $ 7,333 | $ 4,257 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Cost of revenue (see Note 8 for related party transactions) | $ 71,118 | $ 59,099 | |
Debt instrument face value | $ 9,900 | ||
Related party debt rate of interest percentage | 1.86% | ||
RelatedPartyTransactionLiablePercentage | 51% | ||
Stock Repurchase Description | On February 23, 2021, the Company entered into an agreement with the executive officer, in which the Company’s Board of Directors authorized the repurchase of a sufficient number of vested shares of common stock from the executive officer, at an aggregate price sufficient to repay the Promissory Note (the "Stock Repurchase Agreement"). At the Closing Date on July 21, 2021, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired. | ||
Class A Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Common and preferred stock converted to class A common stock | 7,003,261 | 5.87585 | |
Costumer Contracts [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred Costs | $ 0 | 100 | |
Contract with Customer, Liability, Revenue Recognized | 700 | 5,100 | |
Cost of revenue (see Note 8 for related party transactions) | $ 100 | $ 2,100 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Oct. 05, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Cumulative amount raised redeemable convertible preferred stock | $ 227.3 | ||
Conversion of Stock, Shares Issued | 5.87585 | ||
Class A Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Class C Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Description of regular purchase of common stock | The Regular Purchase Amount may be increased to up to (i) 250,000 shares if the closing price of the Common Stock is not below $2.00, (ii) 300,000 shares if the closing price of the Common Stock is not below $3.00 and (iii) 400,000 shares if the closing price of the Common Stock is not below $4.00. | ||
Lincoln Park Capital Fund, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Beneficially ownership percentage | 9.99% | ||
Lincoln Park Capital Fund, LLC [Member] | Class A Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Number of common stock shares exceeding regular purchase | 2,000,000 | ||
Lincoln Park Capital Fund, LLC [Member] | Class C Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Number of aggregate common stock purchase shares | 47,099,574 | ||
Percentage value of Common Stock Issued | 19.99% | ||
Lincoln Park Capital Fund, LLC [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Number of common stock shares in regular purchase | 200,000 | ||
Lincoln Park Capital Fund, LLC [Member] | Three Lakhs Share, Closing Price Below Three Point Zero Zero [Member] | |||
Related Party Transaction [Line Items] | |||
Number of common stock shares exceeding regular purchase | 300,000 | ||
Closing price of the Common Stock | $ 3 | ||
Lincoln Park Capital Fund, LLC [Member] | Four Lakhs Share, Closing Price Below Four Point Zero Zero[Member] | |||
Related Party Transaction [Line Items] | |||
Number of common stock shares exceeding regular purchase | 400,000 | ||
Closing price of the Common Stock | $ 4 | ||
Lincoln Park Capital Fund, LLC [Member] | Two Lakhs Fifty Thousand Shares Closing Price Below Two Point Zero Zero[Member] | |||
Related Party Transaction [Line Items] | |||
Number of common stock shares exceeding regular purchase | 250,000 | ||
Closing price of the Common Stock | $ 2 | ||
Purchase Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Number of share sold (in Shares) | 3,400,000 | ||
Term of Purchase Agreement | 36 months | ||
Proceeds from issuance or sale of common stock | $ 4.2 | ||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Class A Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Number of share sold (in Shares) | 75,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Purchase Commitment [Member] | Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Number of share sold (in Shares) | 701,262 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 20, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 23, 2021 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options outstanding | 2,938,257 | |||
Stock-based compensation expense | $ | $ 1,434 | $ 49,843 | ||
Number of shares authorized to be repurchased | 1,023,825 | |||
Vesting period | 4 years | |||
2013 Plan [Member] | Class A Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Conversion of stock option granted into an option to purchase common stock | 5.87585 | |||
2013 Employee Stock Option And Stock Purchase Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement number of shares authorized | 58,863,225 | 58,863,225 | ||
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options, granted | 1,202,098 | 2,270,858 | ||
Total intrinsic value of options exercised | $ | $ 7,700 | |||
Stock-based compensation expense | $ | 2,200 | $ 22,000 | ||
Total unrecognized compensation cost | $ | $ 6,600 | |||
Weighted average period | 2 years 9 months 18 days | |||
Stock Options [Member] | Class A Common Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement number of shares authorized | 19,887,747 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ | $ 10,100 | $ 3,500 | ||
Total unrecognized compensation cost | $ | $ 41,700 | |||
Weighted average period | 3 years 3 months 18 days | |||
RSUs Granted | 12,692,419 | |||
Purchase price per share | $ / shares | $ 3.31 | $ 6.30 | ||
RSUs Vested | 1,302,603 | |||
RSUs Forfeited | 2,373,371 | |||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | 2021 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | 2021 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Restricted Stock Award [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ | $ 10,900 | $ 24,400 | ||
Total unrecognized compensation cost | $ | $ 1,000 | |||
RSUs Granted | 7,003,261 | |||
Purchase price per share | $ / shares | $ 1.42 | |||
RSUs Vested | 3,939,423 | |||
RSUs Forfeited | 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of of Stock-based Compensation Expense Recognized for all Stock-based Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 1,434 | $ 49,843 |
Cost of sales [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | 1,446 | 557 |
General and administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | 1,143 | 19,353 |
Sales and marketing [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | (7,982) | 27,278 |
Research and development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 6,827 | $ 2,655 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options outstanding, Ending balance | 2,938,257 | |
2013 Plan and 2021 Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options outstanding, Beginning balance | 29,435,319 | |
Options, granted | 1,202,098 | |
Options , exercised | (4,033,298) | |
Options, Cancelled | (3,371,520) | |
Options, forfeited | (519,037) | |
Options outstanding, Ending balance | 22,713,562 | 29,435,319 |
Options, exercisable | 15,485,784 | |
Options, vested or expected to vest | 22,713,562 | |
Weighted-average exercise price outstanding, Beginning balance | $ 1.40 | |
Weighted-average exercise price, granted | 2.79 | |
Weighted-average exercise price, exercised | 0.71 | |
Weighted Average Exercise price, Cancelled | 3.53 | |
Weighted-average exercise price, forfeited | 5.05 | |
Weighted-average exercise price outstanding, Ending balance | 1.20 | $ 1.40 |
Weighted-average exercise price, exercisable | 0.90 | |
Weighted-average exercise price, vested or expected to vest | $ 1.20 | |
Weighted Average Remaining Contractual Term, Beginning balance | 6 years 7 months 6 days | 7 years 6 months |
Weighted-average remaining contractual term, exercisable | 5 years 10 months 24 days | |
Weighted-average remaining contractual term, vested or expected to vest | 6 years 7 months 6 days |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 1 Months Ended | 12 Months Ended | |
Jul. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 52% | ||
Expected term (in years) | 10 years | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rate | 2.70% | ||
Dividend yield | 0% | 0% | 0% |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 56% | 34% | |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | |
Risk-free interest rate | 3.60% | 1.20% | |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 32% | 32% | |
Risk-free interest rate | 1.50% | 99% |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of of Share-based Payment Arrangement, RSU, Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | shares | 4,924,243 |
RSUs Granted | shares | 12,692,419 |
RSUs Vested | shares | (1,302,603) |
RSUs Forfeited | shares | (2,373,371) |
Outstanding and unvested December 31, 2022 | shares | 13,940,688 |
Options, vested or expected to vest | shares | 13,940,688 |
Weighted-average grant date fair value per share, beginning balance | $ / shares | $ 6.30 |
Weighted-average grant date fair value per share, granted | $ / shares | 2.80 |
Weighted-average grant date fair value per share, vested | $ / shares | 6.67 |
Weighted-average grant date fair value per share, forfeited | $ / shares | 4.94 |
Weighted-average grant date fair value per share, ending balance | $ / shares | 3.31 |
Weighted-average grant date fair value per share, expected to vest | $ / shares | $ 3.31 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of assets measured at fair value on a recurring basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total Assets | $ 53,830 | $ 162,164 |
Liabilities: | ||
Total Liabilities | 885 | 13,277 |
Public Warrants [Member] | ||
Liabilities: | ||
Warrants | 575 | 8,626 |
Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrants | 310 | 4,651 |
Money Market Funds [Member] | ||
Assets | ||
Money Market funds in Cash and Cash Equivalents | 53,830 | 162,164 |
Level 1 [Member] | ||
Assets | ||
Total Assets | 53,830 | 162,164 |
Liabilities: | ||
Total Liabilities | 575 | 8,626 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants | 575 | 8,626 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets | ||
Money Market funds in Cash and Cash Equivalents | 53,830 | 162,164 |
Level 2 [Member] | ||
Liabilities: | ||
Total Liabilities | 310 | 4,651 |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrants | $ 310 | $ 4,651 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Public and private warrant trading price | $ 0.06 | |
Transfers between Level 1, Level 2, and Level 3. | $ 0 | $ 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of changes in fair value of warrant liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Unrealized Gain (Loss) on Derivatives |
Warrant Liabilities [Member] | |
Fair value at the beginning | $ 13,277 |
Change in fair value | (12,392) |
Fair value at the ending | $ 885 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefits Due to the Losses Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (102,835) | $ (153,426) |
Foreign | 149 | 104 |
Total | $ (102,686) | $ (153,322) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory rate% | 21% | 21% |
State rate, net of federal benefit% | 2.10% | 7.50% |
Change in valuation allowance% | (28.60%) | (28.00%) |
Tax credits generated% | 3% | 3.30% |
Stock-based compensation% | 1% | (2.60%) |
Warrant revaluation% | 2.50% | 1.50% |
Permanent differences% | (0.80%) | (2.50%) |
Other Items | (0.10%) | (0.30%) |
Effective tax rate% | 0.10% | 0.10% |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Federal and state net operating carryforwards | $ 86,745 | $ 70,569 |
Research and development and other credits | 17,903 | 13,046 |
Stock-based compensation | 1,674 | 1,742 |
Capitalized R&D | 10,487 | 0 |
Deferred Tax Liabilities, Leasing Arrangements | 2,245 | 0 |
Other | 1,707 | 4,359 |
Gross deferred tax assets | 120,761 | 89,716 |
Valuation allowance | (118,971) | (89,633) |
Right Of Use Asset | (1,743) | 0 |
Net deferred tax assets | $ 47 | $ 83 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Income Tax [Line Items] | |||
Percentage of increase the ownership of certain shareholders over the three year period | 50% | ||
Testing Period For Change In Owneship | 3 years | ||
Federal Tax Authority [Member] | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 331.9 | $ 256.6 | |
Operating loss carryforwards expiration year | 2037 | ||
State and Local Jurisdiction [Member] | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 256.7 | $ 263.2 | |
Operating loss carryforwards expiration year | 2042 | ||
Research Tax Credit Carryforward [Member] | |||
Income Tax [Line Items] | |||
Tax credit carryforward, amount | $ 11.7 | ||
Tax credit carryforward, expiration year | 2042 | ||
No Expiry Period [Member] | Federal Tax Authority [Member] | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 315 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Shareholders - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, conversion basis | one-for-one | |
Dividends declared or paid | $ 0 | $ 0 |
Warrant [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 22.7 | 14.8 |
Stock Option [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 40 | 29.4 |
Restricted Stock Award [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3.1 | 3.9 |
Restricted Stock Units (RSUs) [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 13.9 | 4.9 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Shareholders - Summary of Computation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (102,794) | $ (153,380) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Diluted | 234,675,258 | 115,301,526 |
Weighted Average Number of Shares Outstanding, Basic | 234,675,258 | 115,301,526 |
Class A Common Stock [Member] | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (100,298) | $ (149,960) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Diluted | 228,925,258 | 112,717,964 |
Weighted Average Number of Shares Outstanding, Basic | 228,925,258 | 112,717,964 |
Earnings Per Share, Basic | $ (0.44) | $ (1.33) |
Earnings Per Share, Diluted | $ (0.44) | $ (1.33) |
Class C Common Stock | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (2,519) | $ (3,437) |
Denominator: | ||
Weighted Average Number of Shares Outstanding, Diluted | 5,750,000 | 2,583,562 |
Weighted Average Number of Shares Outstanding, Basic | 5,750,000 | 2,583,562 |
Earnings Per Share, Basic | $ (0.44) | $ (1.33) |
Earnings Per Share, Diluted | $ (0.44) | $ (1.33) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of Business Segment | 1 |
Segment Information - Summary o
Segment Information - Summary of Product by Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 65,850 | $ 50,852 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenues | 65,170 | 45,781 |
Japan | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 680 | $ 5,071 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | ||
Operating lease, liability, current | $ 1,000 | |
Operating lease liabilities, noncurrent | 8,590 | $ 0 |
Operating lease expense | $ 1,300 | |
Operating leases, rent expense | $ 1,100 | |
Sharpsburg [Member] | ||
Other Commitments [Line Items] | ||
Lessee, Operating Lease, Remaining Lease Term | 2 years 9 months 18 days | |
Area of land | ft² | 20,500 | |
Bedford [Member] | ||
Other Commitments [Line Items] | ||
Lessee, operating lease, term of contract | 5 years | |
Lessee, operating lease, option to extend | Our corporate headquarters consists of an approximately 70,000 square foot facility. The lease expires in 2031 and we have the option to extend for two additional five-year periods. | |
Lessee, Operating Lease, Remaining Lease Term | 8 years 2 months 12 days |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 1,462 |
2024 | 1,504 |
2025 | 1,473 |
2026 | 1,287 |
2027 | 1,326 |
Thereafter | 4,465 |
Total future operating lease payments | 11,517 |
Less: imputed interest | (1,878) |
Total operating lease liabilities | $ 9,639 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total operating lease liabilities |
Common Stocks And Warrants - Su
Common Stocks And Warrants - Summery of Fair Value of Warrants As Per Black-Scholes Model (Details) | 1 Months Ended | 12 Months Ended | |
Jul. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility | 52% | ||
Risk-free interest rate | 2.70% | ||
Expected term (in years) | 10 years | 6 years 1 month 6 days | 6 years 1 month 6 days |
Common Stock and Warrants - Add
Common Stock and Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 29, 2022 | Oct. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||||
Purchase of warrants | 14,750,000 | |||
Share Price (in Dollars per share) | $ 10 | |||
Gain on change in fair value of warrants | $ (12,391) | $ (11,061) | ||
Other current assets | 1,254 | $ 821 | ||
FedEx Corporation [Member] | Transaction Agreement [Member] | ||||
Class Of Stock [Line Items] | ||||
Purchase of warrants | 25,250,616 | |||
Warrant [Member] | FedEx Corporation [Member] | Transaction Agreement [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price per share | $ 1.67 | |||
FedEx Warrants | ||||
Class Of Stock [Line Items] | ||||
Gain on change in fair value of warrants | 4,100 | |||
Other current assets | 600 | |||
FedEx Warrants | Warrant Charges [Member] | ||||
Class Of Stock [Line Items] | ||||
Gain on change in fair value of warrants | $ 3,600 | |||
Private Placement Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Purchase of warrants | 5,166,667 | |||
Warrant exercise price per share | $ 11.50 | |||
Share Price (in Dollars per share) | $ 18 | |||
Public Warrant [Member] | ||||
Class Of Stock [Line Items] | ||||
Purchase of warrants | 9,583,333 | |||
Warrant exercise price per share | $ 11.50 | |||
Public Warrant [Member] | Raac Management Llc [Member] | ||||
Class Of Stock [Line Items] | ||||
Business acquisition period results included in combined entity | 5 years | |||
Public Warrant [Member] | FedEx Corporation [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant Term Description | The Warrant Shares will generally vest and become exercisable from time to time, incrementally, if and as FedEx Corporation and its affiliates, directly or indirectly through third parties, make a combination of binding orders and qualified payments of at least $20 million for goods and services associated with orders received after June 1, 2022, and fully vest and become exercisable when such binding orders and qualified payments reach at least $200 million. | |||
Minimum [Member] | FedEx Corporation [Member] | ||||
Class Of Stock [Line Items] | ||||
Payment for binding orders | $ 20,000 | |||
Maximum [Member] | FedEx Corporation [Member] | ||||
Class Of Stock [Line Items] | ||||
Payment for binding orders | $ 200,000 | |||
Class A Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price per share | $ 0.10 | |||
Share Price (in Dollars per share) | 10 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common and preferred stock converted to class A common stock | 7,003,261 | 5.87585 | ||
Class A Common Stock [Member] | FedEx Corporation [Member] | Transaction Agreement [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Class A Common Stock [Member] | Private Placement Warrants [Member] | Raac Management Llc [Member] | ||||
Class Of Stock [Line Items] | ||||
Purchase of warrants | 5,166,667 | |||
Warrant exercise price per share | $ 11.50 | |||
Class A Common Stock [Member] | Public Warrant [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price per share | 0.01 | |||
Share Price (in Dollars per share) | $ 18 | |||
Class A Common Stock [Member] | Public Warrant [Member] | Raac Management Llc [Member] | ||||
Class Of Stock [Line Items] | ||||
Purchase of warrants | 9,583,333 | |||
Warrant exercise price per share | $ 11.50 |
Common Stocks And Warrants - _2
Common Stocks And Warrants - Summery Of FedEx Warrant activity (Details) - FedEx Warrants [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Outstanding at December 31, 2021 | 0 |
Granted | 25,250,616 |
RSUs Vested | (1,262,531) |
Outstanding and unvested December 31, 2022 | 23,988,085 |
Common Stock and Warrants - Sch
Common Stock and Warrants - Schedule of Warrants Outstanding (Details) | Dec. 31, 2022 $ / shares shares |
Class Of Warrant Or Right [Line Items] | |
Warrant shares outstanding | 14,750,000 |
Public Warrant [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrant exercise price per share | $ / shares | $ 11.50 |
Warrant shares outstanding | 9,583,333 |
Private Placement Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrant exercise price per share | $ / shares | $ 11.50 |
Warrant shares outstanding | 5,166,667 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) | Mar. 24, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 385,000,000 | 385,000,000 | |
Class C Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | Convertible Note Purchase Agreement [Member] | BIC [Member] | |||
Subsequent Event [Line Items] | |||
Cash, Balance | $ 30,000,000 | ||
Interst rate of convertible note | 20% | ||
Increased rate of interest om payment defaults | 25% | ||
Subsequent Event [Member] | Convertible Note Purchase Agreement [Member] | Maximum [Member] | BIC [Member] | |||
Subsequent Event [Line Items] | |||
Proceed from exchange of convertible senior unsecured note | $ 60,000,000 | ||
Proceed from convertible senior unsecured note | 60,000,000 | ||
Permit to cash withdraw | $ 12,000,000 | ||
Subsequent Event [Member] | Agreement and Plan of Merger [Member] | |||
Subsequent Event [Line Items] | |||
Conversion Rate | $ 1.40 | ||
Subsequent Event [Member] | Class A Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 700,000,000 | ||
Subsequent Event [Member] | Class A Common Stock [Member] | Convertible Note Purchase Agreement [Member] | BIC [Member] | |||
Subsequent Event [Line Items] | |||
Share price | $ 1.40 | ||
Principal Amounts of Notes | $ 1,000 | ||
Conversion Rate | $ 714.2857 |