Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Entity Information [Line Items] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | IONQ, INC. |
Entity Central Index Key | 0001824920 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 27,692,000 | $ 36,120,000 | $ 59,527,000 |
Accounts receivable | 420,000 | 390,000 | 100,000 |
Prepaid expenses and other current assets | 4,853,000 | 2,069,000 | 789,000 |
Total current assets | 32,965,000 | 38,579,000 | 60,416,000 |
Property and equipment, net | 15,558,000 | 11,988,000 | 3,011,000 |
Operating lease right-of-use assets | 4,164,000 | 4,296,000 | 636,000 |
Intangible assets, net | 5,110,000 | 2,687,000 | 1,276,000 |
Other noncurrent assets | 2,596,000 | 2,928,000 | 6,000 |
Total Assets | 60,393,000 | 60,478,000 | 65,345,000 |
Current liabilities: | |||
Accounts payable | 4,635,000 | 538,000 | 441,000 |
Accrued expenses | 1,688,000 | 608,000 | 234,000 |
Current portion of operating lease liabilities | 559,000 | 495,000 | 133,000 |
Unearned revenue | 100,000 | 240,000 | |
Current portion of stock option early exercise liabilities | 1,525,000 | ||
Total current liabilities | 8,507,000 | 1,881,000 | 808,000 |
Operating lease liabilities, net of current portion | 3,716,000 | 3,776,000 | 551,000 |
Unearned revenue, net of current portion | 1,533,000 | 1,118,000 | |
Stock option early exercise liabilities, net of current portion | 3,228,000 | ||
Total liabilities | 16,984,000 | 6,775,000 | 1,359,000 |
Commitments and Contingencies | |||
Convertible Redeemable Preferred Stock and Warrants: | |||
Convertible redeemable preferred stock | 61,867,000 | ||
Warrants for Series B-1 convertible redeemable preferred stock | 566,000 | 566,000 | |
Stockholders' Equity (Deficit): | |||
Common stock, value | 1,000 | 1,000 | 1,000 |
Additional paid-in capital | 14,865,000 | 7,838,000 | 3,263,000 |
Accumulated deficit | (56,926,000) | (39,605,000) | (24,181,000) |
Total stockholders' equity (deficit) | (42,060,000) | (31,766,000) | (20,917,000) |
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit | 60,393,000 | 60,478,000 | 65,345,000 |
dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Current assets: | |||
Cash | 170 | 1,569,739 | |
Prepaid assets | 711,544 | 770,285 | |
Cash and cash equivalents | 170 | 1,569,739 | |
Total current assets | 711,714 | 2,340,024 | |
Investments held in Trust Account | 300,083,934 | 300,030,565 | |
Total Assets | 300,795,648 | 302,370,589 | |
Current liabilities: | |||
Accounts payable | 313,509 | 850,442 | |
Accrued expenses | 3,550,285 | 512,509 | |
Franchise tax payable | 100,050 | 58,132 | |
Due to related parties/ Note payable to related parties | 156,366 | 31,366 | |
Total current liabilities | 4,120,210 | 1,452,449 | |
Deferred underwriting commissions in connection with the initial public offering | 10,500,000 | 10,500,000 | |
Derivative warrant liabilities | 40,600,000 | 34,885,000 | |
Total liabilities | 55,220,210 | 46,837,449 | |
Commitments and Contingencies | |||
Convertible Redeemable Preferred Stock and Warrants: | |||
Convertible redeemable preferred stock | 240,575,430 | 250,533,130 | |
Stockholders' Equity (Deficit): | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 31,170,964 | 21,213,363 | |
Accumulated deficit | (26,172,300) | (16,214,598) | |
Total stockholders' equity (deficit) | 5,000,008 | 5,000,010 | |
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit | 300,795,648 | 302,370,589 | |
Common Class A [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Stockholders' Equity (Deficit): | |||
Common stock, value | 594 | 495 | |
Common Class B [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Stockholders' Equity (Deficit): | |||
Common stock, value | 750 | 750 | |
Series A Convertible Redeemable Preferred Stock [Member] | |||
Convertible Redeemable Preferred Stock and Warrants: | |||
Convertible redeemable preferred stock | 1,925,000 | 1,925,000 | 1,925,000 |
Series B Convertible Redeemable Preferred Stock [Member] | |||
Convertible Redeemable Preferred Stock and Warrants: | |||
Convertible redeemable preferred stock | 21,111,000 | 21,111,000 | 21,111,000 |
Series B1 Convertible Redeemable Preferred Stock [Member] | |||
Convertible Redeemable Preferred Stock and Warrants: | |||
Convertible redeemable preferred stock | $ 61,867,000 | $ 61,867,000 | $ 61,867,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 39,600,000 | 39,600,000 | 39,600,000 |
Common stock, shares issued | 6,635,988 | 6,262,460 | 5,536,062 |
Common stock, shares outstanding | 6,635,988 | 6,262,460 | 5,536,062 |
Prepaid expenses and other assets related parties current | $ 769 | $ 1,013 | $ 0 |
Operating lease right of use assets related parties noncurrent | 4,164 | 4,296 | 636 |
Other noncurrent assets related parties | 2,105 | 2,365 | 0 |
Accounts payable related parties current | 1 | 5 | 0 |
Operating lease liabilities related parties current | 559 | 495 | 133 |
Operating lease liabilities related parties noncurrent | $ 3,716 | $ 3,776 | $ 551 |
dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Class A [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Authorized | 380,000,000 | 380,000,000 | |
Temporary Equity, Shares Outstanding | 24,057,543 | 25,053,313 | |
Temporary equity redemption price per share | $ 10 | $ 10 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 380,000,000 | 380,000,000 | |
Common stock, shares issued | 5,942,457 | 4,946,687 | |
Common stock, shares outstanding | 5,942,457 | 4,946,687 | |
Common Class B [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 7,500,000 | 7,500,000 | |
Common stock, shares outstanding | 7,500,000 | 7,500,000 | |
Series A Convertible Redeemable Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Temporary Equity, Shares Issued | 2,000,000 | 2,000,000 | 2,000,000 |
Temporary Equity, Shares Outstanding | 2,000,000 | 2,000,000 | 2,000,000 |
Temporary Equity, Liquidation Preference | $ 2,000 | $ 2,000 | $ 2,000 |
Series B Convertible Redeemable Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 9,753,798 | 9,753,798 | 9,753,798 |
Temporary Equity, Shares Issued | 9,753,798 | 9,753,798 | 9,753,798 |
Temporary Equity, Shares Outstanding | 9,753,798 | 9,753,798 | 9,753,798 |
Temporary Equity, Liquidation Preference | $ 20,483 | $ 20,483 | $ 20,483 |
Series B-1 Convertible Redeemable Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 13,217,404 | 13,217,404 | 13,217,404 |
Temporary Equity, Shares Issued | 11,166,941 | 11,166,941 | 11,166,941 |
Temporary Equity, Shares Outstanding | 11,166,941 | 11,166,941 | 11,166,941 |
Temporary Equity, Liquidation Preference | $ 61,867 | $ 61,867 | $ 61,867 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 93,000 | $ 218,000 | $ 200,000 | ||||
Costs and expenses: | |||||||
Cost of revenue (excluding depreciation and amortization) | 327,000 | 508,000 | 143,000 | 88,000 | |||
Research and development expense | 5,477,000 | $ 2,696,000 | 9,131,000 | $ 5,304,000 | 10,157,000 | 6,889,000 | |
Sales and marketing | 871,000 | 101,000 | 1,098,000 | 182,000 | 486,000 | 232,000 | |
General and administrative expenses | 2,904,000 | 609,000 | 5,860,000 | 1,113,000 | 3,547,000 | 1,843,000 | |
Depreciation and amortization | 502,000 | 340,000 | 947,000 | 623,000 | 1,400,000 | 403,000 | |
Total operating costs and expenses | 10,081,000 | 3,746,000 | 17,544,000 | 7,222,000 | 15,733,000 | 9,455,000 | |
Loss from operations | (9,988,000) | (3,746,000) | (17,326,000) | (7,222,000) | (15,733,000) | (9,255,000) | |
Other income (expenses): | |||||||
Other income | 2,000 | 79,000 | 5,000 | 294,000 | 309,000 | 329,000 | |
Loss before benefit for income taxes | (9,986,000) | (3,667,000) | (17,321,000) | (6,928,000) | (15,424,000) | (8,926,000) | |
Benefit for income taxes | 0 | 0 | 0 | 0 | 0 | 0 | |
Net loss and comprehensive loss | $ (9,986,000) | $ (3,667,000) | $ (17,321,000) | $ (6,928,000) | $ (15,424,000) | $ (8,926,000) | |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.53) | $ (0.68) | $ (2.68) | $ (1.31) | $ (2.81) | $ (2.24) | |
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted | 6,535,917 | 5,389,336 | 6,471,023 | 5,288,692 | 5,496,316 | 3,984,247 | |
dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Costs and expenses: | |||||||
General and administrative expenses | $ 376,809 | $ 601,705 | $ 4,194,577 | ||||
Franchise tax expense | 50,000 | 58,132 | 101,531 | ||||
Loss from operations | (426,809) | (659,837) | (4,296,108) | ||||
Other income (expenses): | |||||||
Interest income earned in operating account | 4 | 37 | |||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 6,545 | 30,565 | 53,369 | ||||
Offering costs associated with derivative warrant liabilities | (700,326) | ||||||
Loss upon issuance of private placement warrants | (7,360,000) | ||||||
Change in fair value of derivative warrant liabilities | (7,510,000) | (7,525,000) | (5,715,000) | $ (6,300,000) | |||
Total other income (expenses) | (15,554,761) | ||||||
Benefit for income taxes | 0 | ||||||
Net loss and comprehensive loss | (7,930,260) | $ (16,214,598) | (9,957,702) | ||||
Class A Shares [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Other income (expenses): | |||||||
Net loss and comprehensive loss | $ 0 | $ 0 | |||||
Net loss per share attributable to common stockholders—basic and diluted | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted | 30,000,000 | 30,000,000 | 30,000,000 | ||||
Class B Shares [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Costs and expenses: | |||||||
General and administrative expenses | $ 602,000 | ||||||
Other income (expenses): | |||||||
Net loss and comprehensive loss | $ 0 | $ 7,200,000 | $ 0 | ||||
Net loss per share attributable to common stockholders—basic and diluted | $ (1.06) | $ (1.24) | $ (1.33) | ||||
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted | 7,500,000 | 7,156,250 | 7,500,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit - USD ($) | Total | dMY TECHNOLOGY GROUP, INC. III [Member] | Duke [Member]Research And Development Services [Member]Amended Option Agreement [Member] | Common Stock [Member] | Common Stock [Member]Duke [Member]Research And Development Services [Member]Amended Option Agreement [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]dMY TECHNOLOGY GROUP, INC. III [Member] | Additional Paid-In Capital [Member]Duke [Member]Research And Development Services [Member]Amended Option Agreement [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]dMY TECHNOLOGY GROUP, INC. III [Member] | Class A Shares [Member]dMY TECHNOLOGY GROUP, INC. III [Member] | Class A Shares [Member]Common Stock [Member]dMY TECHNOLOGY GROUP, INC. III [Member] | Class B Shares [Member]dMY TECHNOLOGY GROUP, INC. III [Member] | Class B Shares [Member]Common Stock [Member]dMY TECHNOLOGY GROUP, INC. III [Member] | Series A Convertible Redeemable Preferred Stock [Member] | Series B Convertible Redeemable Preferred Stock [Member] | Series B Convertible Redeemable Preferred Stock [Member]University Of Maryland [Member]Additional Patents [Member] | Series B Convertible Redeemable Preferred Stock [Member]Common Stock [Member]University Of Maryland [Member]Additional Patents [Member] | Series B Convertible Redeemable Preferred Stock [Member]Additional Paid-In Capital [Member]University Of Maryland [Member]Additional Patents [Member] | Series B-1 Convertible Redeemable Preferred Stock [Member] | Series B-1 Warrants Relating To Redeemable Convertible Preferred Stock [Member] | |
Temporary Equity at Dec. 31, 2018 | $ 1,925,000 | $ 21,042,000 | ||||||||||||||||||||
Temporary Equity (in shares) at Dec. 31, 2018 | 2,000,000 | 9,725,227 | ||||||||||||||||||||
Balance at Dec. 31, 2018 | $ (13,216,000) | $ 2,039,000 | $ (15,255,000) | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 3,580,503 | |||||||||||||||||||||
Net loss | (8,926,000) | (8,926,000) | ||||||||||||||||||||
Stock Options Exercised | $ 296,000 | $ 1,000 | 295,000 | |||||||||||||||||||
Stock Options Exercised (in shares) | 736,294 | 736,294 | ||||||||||||||||||||
Vesting of Restricted Common Stock | $ 292,000 | 292,000 | ||||||||||||||||||||
Vesting of Restricted Common Stock (in shares) | 750,000 | |||||||||||||||||||||
Stock-based compensation | 594,000 | 594,000 | ||||||||||||||||||||
Issuance of Common Stock in consideration for Additional Patent | $ 52,000 | $ 52,000 | ||||||||||||||||||||
Issuance of Common Stock in consideration for Additional Patent (in shares) | 31,765 | |||||||||||||||||||||
Issuance of Convertible Redeemable Preferred Stock, net of stock issuance costs | (9,000) | (9,000) | $ 69,000 | $ 61,867,000 | ||||||||||||||||||
Issuance of Convertible Redeemable Preferred Stock, net of stock issuance costs (in shares) | 28,571 | 11,166,941 | ||||||||||||||||||||
Balance at Dec. 31, 2019 | (20,917,000) | $ 1,000 | 3,263,000 | (24,181,000) | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2019 | 5,098,562 | |||||||||||||||||||||
Temporary Equity at Dec. 31, 2019 | 61,867,000 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | ||||||||||||||||||
Temporary Equity (in shares) at Dec. 31, 2019 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||||
Net loss | (6,928,000) | (6,928,000) | ||||||||||||||||||||
Stock Options Exercised | $ 27,000 | 27,000 | ||||||||||||||||||||
Stock Options Exercised (in shares) | 54,187 | 54,187 | ||||||||||||||||||||
Vesting of Restricted Common Stock | $ 146,000 | 146,000 | ||||||||||||||||||||
Vesting of Restricted Common Stock (in shares) | 375,000 | |||||||||||||||||||||
Stock-based compensation | 385,000 | 385,000 | ||||||||||||||||||||
Balance at Jun. 30, 2020 | (27,287,000) | $ 1,000 | 3,821,000 | (31,109,000) | ||||||||||||||||||
Balance (in shares) at Jun. 30, 2020 | 5,527,749 | |||||||||||||||||||||
Temporary Equity at Jun. 30, 2020 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | |||||||||||||||||||
Temporary Equity (in shares) at Jun. 30, 2020 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||||
Temporary Equity at Dec. 31, 2019 | 61,867,000 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | ||||||||||||||||||
Temporary Equity (in shares) at Dec. 31, 2019 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||||
Balance at Dec. 31, 2019 | (20,917,000) | $ 1,000 | 3,263,000 | (24,181,000) | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2019 | 5,098,562 | |||||||||||||||||||||
Net loss | (15,424,000) | (15,424,000) | ||||||||||||||||||||
Stock Options Exercised | $ 293,000 | 293,000 | ||||||||||||||||||||
Stock Options Exercised (in shares) | 426,452 | 426,452 | ||||||||||||||||||||
Issuance of common stock for intellectual property and research and development arrangement | $ 2,903,000 | $ 2,900,000 | 2,903,000 | |||||||||||||||||||
Issuance of common stock for intellectual property and research and development arrangement (in shares) | 299,946 | 299,946 | ||||||||||||||||||||
Vesting of Restricted Common Stock | 170,000 | 170,000 | ||||||||||||||||||||
Vesting of Restricted Common Stock (in shares) | 437,500 | |||||||||||||||||||||
Stock-based compensation | $ 1,209,000 | 1,209,000 | ||||||||||||||||||||
Issuance of Convertible Redeemable Preferred Stock, net of stock issuance costs (in shares) | 0 | |||||||||||||||||||||
Vesting of warrant issued to a customer | $ 566,000 | |||||||||||||||||||||
Balance at Dec. 31, 2020 | $ (31,766,000) | $ 5,000,010 | $ 1,000 | 7,838,000 | $ 21,213,363 | (39,605,000) | $ (16,214,598) | $ 495 | $ 750 | |||||||||||||
Balance (in shares) at Dec. 31, 2020 | 6,262,460 | 4,946,687 | 7,500,000 | |||||||||||||||||||
Temporary Equity at Dec. 31, 2020 | 250,533,130 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | 566,000 | |||||||||||||||||
Temporary Equity (in shares) at Dec. 31, 2020 | 25,053,313 | 2,000,000 | 9,753,798 | 11,166,941 | ||||||||||||||||||
Temporary Equity at Mar. 31, 2020 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | |||||||||||||||||||
Temporary Equity (in shares) at Mar. 31, 2020 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||||
Balance at Mar. 31, 2020 | (23,915,000) | $ 1,000 | 3,526,000 | (27,442,000) | ||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 5,300,370 | |||||||||||||||||||||
Net loss | (3,667,000) | (3,667,000) | ||||||||||||||||||||
Stock Options Exercised | 20,000 | 20,000 | ||||||||||||||||||||
Stock Options Exercised (in shares) | 39,879 | |||||||||||||||||||||
Vesting of Restricted Common Stock | 73,000 | 73,000 | ||||||||||||||||||||
Vesting of Restricted Common Stock (in shares) | 187,500 | |||||||||||||||||||||
Stock-based compensation | 202,000 | 202,000 | ||||||||||||||||||||
Balance at Jun. 30, 2020 | (27,287,000) | $ 1,000 | 3,821,000 | (31,109,000) | ||||||||||||||||||
Balance (in shares) at Jun. 30, 2020 | 5,527,749 | |||||||||||||||||||||
Temporary Equity at Jun. 30, 2020 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | |||||||||||||||||||
Temporary Equity (in shares) at Jun. 30, 2020 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||||
Balance at Sep. 13, 2020 | ||||||||||||||||||||||
Balance (in shares) at Sep. 13, 2020 | ||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (1) | [1] | 25,000 | 24,209 | $ 791 | ||||||||||||||||||
Issuance of Class B common stock to Sponsor (1), (in shares) | [1] | 7,906,250 | ||||||||||||||||||||
Sale of units in initial public offering, less fair value of public warrants | 288,000,000 | 287,997,000 | $ 3,000 | |||||||||||||||||||
Sale of units in initial public offering, less fair value of public warrants (in shares) | 30,000,000 | |||||||||||||||||||||
Offering costs | (16,277,262) | (16,277,262) | ||||||||||||||||||||
Forfeiture of Class B common stock | [1] | 41 | $ (41) | |||||||||||||||||||
Forfeiture of Class B common stock (in shares) | [1] | (406,250) | ||||||||||||||||||||
Common stock subject to possible redemption | (250,533,130) | (250,530,625) | $ (2,505) | |||||||||||||||||||
Common stock subject to possible redemption (in shares) | (25,053,313) | |||||||||||||||||||||
Net loss | (16,214,598) | (16,214,598) | $ 7,200,000 | |||||||||||||||||||
Balance at Dec. 31, 2020 | (31,766,000) | 5,000,010 | $ 1,000 | 7,838,000 | 21,213,363 | (39,605,000) | (16,214,598) | $ 495 | $ 750 | |||||||||||||
Balance (in shares) at Dec. 31, 2020 | 6,262,460 | 4,946,687 | 7,500,000 | |||||||||||||||||||
Temporary Equity at Dec. 31, 2020 | 250,533,130 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | 566,000 | |||||||||||||||||
Temporary Equity (in shares) at Dec. 31, 2020 | 25,053,313 | 2,000,000 | 9,753,798 | 11,166,941 | ||||||||||||||||||
Common stock subject to possible redemption | 2,027,440 | 2,027,420 | $ 20 | |||||||||||||||||||
Common stock subject to possible redemption (in shares) | 202,744 | |||||||||||||||||||||
Net loss | (2,027,442) | (2,027,442) | ||||||||||||||||||||
Balance at Mar. 31, 2021 | (35,603,000) | 5,000,008 | $ 1,000 | 11,336,000 | 23,240,783 | (46,940,000) | (18,242,040) | $ 515 | $ 750 | |||||||||||||
Balance (in shares) at Mar. 31, 2021 | 6,479,892 | 5,149,431 | 7,500,000 | |||||||||||||||||||
Temporary Equity at Mar. 31, 2021 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | 566,000 | ||||||||||||||||||
Temporary Equity (in shares) at Mar. 31, 2021 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||||
Temporary Equity at Dec. 31, 2020 | 250,533,130 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | 566,000 | |||||||||||||||||
Temporary Equity (in shares) at Dec. 31, 2020 | 25,053,313 | 2,000,000 | 9,753,798 | 11,166,941 | ||||||||||||||||||
Balance at Dec. 31, 2020 | (31,766,000) | 5,000,010 | $ 1,000 | 7,838,000 | 21,213,363 | (39,605,000) | (16,214,598) | $ 495 | $ 750 | |||||||||||||
Balance (in shares) at Dec. 31, 2020 | 6,262,460 | 4,946,687 | 7,500,000 | |||||||||||||||||||
Net loss | (17,321,000) | (9,957,702) | (17,321,000) | $ 0 | 0 | |||||||||||||||||
Stock Options Exercised | $ 223,000 | 223,000 | ||||||||||||||||||||
Stock Options Exercised (in shares) | 800,092 | 223,432 | ||||||||||||||||||||
Issuance of common stock for intellectual property and research and development arrangement | $ 2,381,000 | $ 2,381,000 | ||||||||||||||||||||
Issuance of common stock for intellectual property and research and development arrangement (in shares) | 95,295 | |||||||||||||||||||||
Vesting of Restricted Common Stock | $ 416,000 | 416,000 | ||||||||||||||||||||
Vesting of Restricted Common Stock (in shares) | 54,801 | |||||||||||||||||||||
Stock-based compensation | 4,007,000 | 4,007,000 | ||||||||||||||||||||
Balance at Jun. 30, 2021 | (42,060,000) | 5,000,008 | $ 1,000 | 14,865,000 | 31,170,964 | (56,926,000) | (26,172,300) | $ 594 | $ 750 | |||||||||||||
Balance (in shares) at Jun. 30, 2021 | 6,635,988 | 5,942,457 | 7,500,000 | |||||||||||||||||||
Temporary Equity at Jun. 30, 2021 | 240,575,430 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | 566,000 | |||||||||||||||||
Temporary Equity (in shares) at Jun. 30, 2021 | 6,635,988 | 24,057,543 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||
Temporary Equity at Mar. 31, 2021 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | 566,000 | ||||||||||||||||||
Temporary Equity (in shares) at Mar. 31, 2021 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||||
Balance at Mar. 31, 2021 | (35,603,000) | 5,000,008 | $ 1,000 | 11,336,000 | 23,240,783 | (46,940,000) | (18,242,040) | $ 515 | $ 750 | |||||||||||||
Balance (in shares) at Mar. 31, 2021 | 6,479,892 | 5,149,431 | 7,500,000 | |||||||||||||||||||
Common stock subject to possible redemption (in shares) | 793,026 | |||||||||||||||||||||
Common stock subject to possible redemption | 7,930,260 | 7,930,181 | $ 79 | |||||||||||||||||||
Net loss | (9,986,000) | (7,930,260) | (9,986,000) | (7,930,260) | $ 0 | $ 0 | ||||||||||||||||
Stock Options Exercised | 29,000 | 29,000 | ||||||||||||||||||||
Stock Options Exercised (in shares) | 25,067 | |||||||||||||||||||||
Issuance of common stock for intellectual property and research and development arrangement | $ 737,000 | $ 737,000 | ||||||||||||||||||||
Issuance of common stock for intellectual property and research and development arrangement (in shares) | 95,295 | |||||||||||||||||||||
Vesting of Restricted Common Stock | 231,000 | 231,000 | ||||||||||||||||||||
Vesting of Restricted Common Stock (in shares) | 35,734 | |||||||||||||||||||||
Stock-based compensation | 2,532,000 | 2,532,000 | ||||||||||||||||||||
Balance at Jun. 30, 2021 | $ (42,060,000) | 5,000,008 | $ 1,000 | $ 14,865,000 | $ 31,170,964 | $ (56,926,000) | $ (26,172,300) | $ 594 | $ 750 | |||||||||||||
Balance (in shares) at Jun. 30, 2021 | 6,635,988 | 5,942,457 | 7,500,000 | |||||||||||||||||||
Temporary Equity at Jun. 30, 2021 | $ 240,575,430 | $ 1,925,000 | $ 21,111,000 | $ 61,867,000 | $ 566,000 | |||||||||||||||||
Temporary Equity (in shares) at Jun. 30, 2021 | 6,635,988 | 24,057,543 | 2,000,000 | 9,753,798 | 11,166,941 | |||||||||||||||||
[1] | This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. (see Note 4) |
Condensed Statements of Chang_2
Condensed Statements of Changes in Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit (Parenthetical) | Dec. 27, 2020shares |
Common Class B [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |
Common stock that were subject to forfeiture | 406,250 |
Common Class B [Member] | Underwriters Over Allotment [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |
Common stock shares subject to possible redemption | 406,250 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ (17,321,000) | $ (6,928,000) | $ (15,424,000) | $ (8,926,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 947,000 | 623,000 | 1,400,000 | 403,000 | |
Non-cash research and development arrangements | 1,001,000 | ||||
Amortization of warrant | 125,000 | 38,000 | |||
Stock-based compensation | 3,874,000 | 500,000 | 1,224,000 | 859,000 | |
Non-cash operating lease expense | 122,000 | 32,000 | 77,000 | 68,000 | |
Changes in operating assets and liabilities: | |||||
Accounts receivable | (30,000) | 92,000 | (290,000) | ||
Prepaid expenses and other current assets | (2,710,000) | (435,000) | (699,000) | (337,000) | |
Other noncurrent assets | (53,000) | (11,000) | (6,000) | ||
Accounts payable | 3,025,000 | (155,000) | 96,000 | 368,000 | |
Accrued expenses | 913,000 | (86,000) | 374,000 | (90,000) | |
Operating lease liabilities | 11,000 | 3,000 | (150,000) | (48,000) | |
Unearned revenue | 275,000 | 375,000 | 1,358,000 | ||
Other noncurrent liabilities | (12,000) | ||||
Net cash used in operating activities | (9,821,000) | (5,979,000) | (12,007,000) | (7,721,000) | |
Cash Flows from Investing Activities | |||||
Purchases of property and equipment | (2,997,000) | (6,126,000) | (10,032,000) | (2,418,000) | |
Capitalized software development costs | (764,000) | (526,000) | (1,131,000) | (400,000) | |
Intangible asset acquisition costs | (241,000) | (140,000) | (513,000) | (524,000) | |
Proceeds from disposal of assets | 3,000 | 1,000 | |||
Net cash used in investing activities | (3,999,000) | (6,791,000) | (11,676,000) | (3,342,000) | |
Cash Flows from Financing Activities: | |||||
Proceeds from stock options exercised | 5,392,000 | 15,000 | 276,000 | 296,000 | |
Net cash provided by financing activities | 5,392,000 | 15,000 | 276,000 | 62,223,000 | |
Net change in cash and cash equivalents | (8,428,000) | (12,755,000) | (23,407,000) | 51,160,000 | |
Cash and cash equivalents at the beginning of the period | 36,120,000 | 59,527,000 | 59,527,000 | 8,367,000 | |
Cash and cash equivalents at the end of the period | $ 36,120,000 | 27,692,000 | 46,772,000 | 36,120,000 | 59,527,000 |
Supplemental disclosure of noncash activities: | |||||
Issuance of common stock for intellectual property | 1,567,000 | ||||
Issuance of common stock for research and development arrangement | 815,000 | 2,903,000 | |||
Property and equipment purchases in accounts payable and accrued expenses | 1,121,000 | 994,000 | |||
Intangible asset purchases in accounts payable and accrued expenses | 121,000 | $ 73,000 | |||
Issuance of common stock for purchase of Additional Patents | 52,000 | ||||
Deemed dividend on Series B preferred stock | 9,000 | ||||
Vesting of warrants | 566,000 | ||||
Series B Convertible Redeemable Preferred Stock [Member] | |||||
Cash Flows from Financing Activities: | |||||
Proceeds from the issuance of Series convertible redeemable preferred stock | 60,000 | ||||
Series B-1 Convertible Redeemable Preferred Stock [Member] | |||||
Cash Flows from Financing Activities: | |||||
Proceeds from the issuance of Series convertible redeemable preferred stock | 61,867,000 | ||||
Offering costs paid | $ (396,000) | ||||
dMY TECHNOLOGY GROUP, INC. III [Member] | |||||
Cash Flows from Operating Activities: | |||||
Net loss | (16,214,598) | (9,957,702) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Offering costs associated with derivative warrant liabilities | 700,326 | ||||
Loss upon issuance of private placement warrants | 7,360,000 | ||||
Change in fair value of derivative warrant liabilities | 7,525,000 | 5,715,000 | 6,300,000 | ||
General and administrative expenses paid by related party under note payable | 27,228 | ||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | (30,565) | (53,369) | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (770,285) | 58,741 | |||
Accounts payable | 487,457 | (536,933) | |||
Accrued expenses | 512,509 | 3,037,776 | |||
Franchise tax payable | 58,132 | 41,918 | |||
Net cash used in operating activities | (344,796) | (1,694,569) | |||
Cash Flows from Investing Activities | |||||
Cash deposited in Trust Account | (300,000,000) | ||||
Net cash used in investing activities | (300,000,000) | ||||
Cash Flows from Financing Activities: | |||||
Proceeds from advances from related party | 125,000 | ||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||||
Proceeds received from initial public offering, gross | 300,000,000 | ||||
Proceeds received from private placement | 8,000,000 | ||||
Offering costs paid | (6,020,863) | ||||
Paydown of notes payable | (89,602) | ||||
Net cash provided by financing activities | 301,914,535 | 125,000 | |||
Net change in cash and cash equivalents | 1,569,739 | (1,569,569) | |||
Cash and cash equivalents at the beginning of the period | 1,569,739 | ||||
Cash and cash equivalents at the end of the period | 1,569,739 | 170 | $ 1,569,739 | ||
Supplemental disclosure of noncash activities: | |||||
Offering costs included in accounts payable | 362,985 | ||||
Offering costs funded with note payable | 93,740 | ||||
Deferred underwriting commissions in connection with the initial public offering | 10,500,000 | ||||
Initial value of Class A common stock subject to possible redemption | 285,615,070 | ||||
Change value of Class A common stock subject to possible redemption | $ (8,081,940) | $ 9,957,700 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Series B1 Convertible Redeemable Preferred Stock [Member] | |
Payment of stock issuance cost | $ 396 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations | 1. DESCRIPTION OF BUSINESS IonQ, Inc. (“IonQ” or “the Company”) was incorporated in the state of Delaware in September 2015 and is headquartered in College Park, Maryland. The Company is engaged in quantum computing and develops general-purpose quantum computing systems. On March 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. III (“dMY”) and Ion Trap Acquisition Inc. (“Merger Sub”), a Delaware corporation and a direct, wholly owned subsidiary of dMY. Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving entity in the Merger and, after giving effect to the Merger, becoming a wholly owned subsidiary of dMY. dMY will be renamed IonQ, Inc. Concurrently with the execution of the Merger Agreement, dMY entered into subscription agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 35.0 million shares of common stock for an aggregate purchase price equal to $350.0 million (the “PIPE Investment”). The Merger closed and the PIPE Investment was consummated on September 30, 2021 as more fully described in Note 9 - Subsequent Events. Prior to 2019, the Company built certain quantum computing systems solely for research & development purposes. To operate the quantum computing systems, the Company has developed custom hardware, custom firmware, and an operating system to orchestrate the quantum computers. During 2019, the Company began to commercialize its quantum computing systems and entered into its first significant customer agreements. Through these agreements, the Company permits customers to use the quantum computing systems through a quantum-computing-as-a-service Segment Reporting The Company operates as one operating segment as its chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | 1. DESCRIPTION OF BUSINESS IonQ, Inc. (“IonQ” or “the Company”) was incorporated in the state of Delaware in September 2015 and is headquartered in College Park, Maryland. The Company is engaged in quantum computing and develops general-purpose quantum computing systems. Prior to 2019, the Company built certain quantum computing systems solely for research and development purposes. In order to operate the quantum computing systems, the Company has developed custom hardware, custom firmware, and an operating system to orchestrate the quantum computers. During 2019, the Company began to commercialize its quantum computing systems and entered into its first significant customer agreements. Through these agreements, the Company permits customers to use the quantum computing systems through a quantum-computing-as-a-service Segment Reporting The Company operates as one operating segment as its chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. | |
dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations dMY Technology Group, Inc. III (the “Company”) is a blank check company incorporated in Delaware on September 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 14, 2020 (inception) to December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is dMY Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the 2,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option (“the Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.0 million, inclusive of $10.50 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants at a price of $2.00 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of $8.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 10.00 Liquidity and Capital Resources The accompanying 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. As of December 31, 2020, the Company had approximately $1.6 million in its operating bank account, approximately $31,000 of interest income available in the Trust Account to pay for taxes and working capital of approximately $888,000. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $121,000 (see Note 4). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. To date, the Note remains outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from | Note 1—Description of Organization and Business Operations dMY Technology Group, Inc. III (the “Company”) is a blank check company incorporated in Delaware on September 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from September 14, 2020 (inception) to June 30, 2021 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is dMY Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2020. On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the 2,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option (“the Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.0 million, inclusive of $10.5 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants at a price of $2.00 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of $8.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share The Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On March 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ion Trap Acquisition Inc., a Delaware corporation and a direct, newly formed wholly owned subsidiary of the Company (“Merger Sub”) and IonQ, Inc., a Delaware corporation (“IonQ”). Pursuant to the Merger Agreement, at the Effective Time, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into IonQ (the “Merger”), with IonQ continuing as the surviving entity in the Merger and, after giving effect to the Merger, becoming a wholly owned subsidiary of the Company. See the Current Report on Form 8-K, On March 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 35,000,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $350,000,000. See the Current Report on Form 8-K, Going Concern Consideration As of June 30, 2021, the Company had approximately $200 in its operating bank account, approximately $84,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $3.3 million. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $121,000 (see Note 4). On December 21, 2020, the Company repaid approximately $90,000 of the outstanding Note balance. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account, and advances from an officer of $125,000. As of June 30, 2021 and December 31, 2020 the amount due under the Note and advances was approximately $156,000 and $31,000, respectively. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management determines that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. The accompanying unaudited condensed consolidated 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 Company plans to satisfy its working capital needs through the consummation of the initial Business Combination. However, there is no guarantee that the Company will complete its Business Combination within the Combination Period. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”). Unaudited Interim Financial Information The interim condensed financial statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a quarterly report and are adequate to make the information presented not misleading. The interim condensed financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim condensed financial statements should be read in conjunction with the financial statements for the year ended December 31, 2020 and notes thereto included elsewhere in this registration statement. The Condensed Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2021 or thereafter. All references to June 30, 2021 and 2020 in the notes to the condensed financial statements are unaudited. Emerging Growth Company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company is in the process of merging with a publicly traded Special Purpose Acquisition Company (a “SPAC”), which will be accounted for as a reverse recapitalization (the “Transaction”) in accordance with U.S. GAAP. Refer to Note 1 for more information regarding the Transaction. If the Transaction were to be consummated, the surviving company will remain an emerging growth company until the earliest of (i) the last day of the Company’s first fiscal year following the fifth anniversary of the completion of the SPAC’s initial public offering, (ii) the last day of the fiscal year in which the Company has total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates non-convertible Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in these condensed financial statements and accompanying notes. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to revenue recognition, capitalization of internally developed software and quantum computing costs, useful lives of long-lived assets, commitments and contingencies, forecasts and assumptions used in determining the fair value of common stock and warrants for preferred stock. Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ and be affected by changes in those estimates. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest June 30, 2021 December 31, Billed Accounts Receivable $ 405 $ 390 Unbilled Accounts Receivable 15 — Total Accounts Receivable $ 420 $ 390 On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off. This assessment is based on management’s evaluation of past due receivables, collectability of specific accounts, historical loss experience and overall economic conditions. The Company did not have any allowance for doubtful accounts as of June 30, 2021 and December 31, 2020. Revenue Recognition The Company derives revenue from providing access to its QCaaS and professional services related to co-developing For contracts with a fixed transaction price, the fixed fee is recognized as QCaaS subscription-based revenues on a straight-line basis over the access period. Any variable fees for usage over the contractual minimums are estimated at contract inception and recognized ratably over the access period unless such variable usage fees are probable of reversal in future periods. In those instances, variable usage fees are included in the determination of the transaction consideration once known. For contracts without fixed fees, variable usage fees are billed and recognized during the period of such usage. As of June 30, 2021, approximately $3.6 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable Early Exercise of Stock Options Stock options granted under the 2015 Equity Incentive Plan provide employee option holders, if approved by the Board, the right to exercise unvested options in exchange for restricted common stock, which is subject to a repurchase right held by the Company at the lower of (i) the fair market value of its common stock on the date of repurchase or (ii) the original purchase price. Early exercises of options are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises are recorded as a liability. As of June 30, 2021, and December 31, 2020, there were 521,859 and no shares, respectively, subject to repurchase related to stock options early exercised and unvested. These amounts are reclassified to common stock and additional paid-in Intangible Assets, Net The Company’s intangible assets include website domain costs, patents, intellectual property, and trademarks. Intangible assets with identifiable useful lives such as patents and intellectual property are initially valued at acquisition cost and are amortized over their estimated useful lives, which is generally 20 years, using the straight-line method. With respect to patents, acquisition costs include external legal and patent application costs. Intangible assets with indefinite useful lives are assessed for impairment at least annually. During the three months ended June 30, 2021 and 2020, the Company capitalized $0.3 million and $0.1 million, respectively, of intangible assets primarily related to intellectual property, and during the six months ended June 30, 2021 and 2020, the Company capitalized $1.9 million and $0.2 million, respectively. Capitalized Internally Developed Software Capitalized internally developed software, which is included in intangible assets, net, consists of costs to purchase and develop internal-use internal-use internal-use Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. These deposits are typically in excess of insured limits. The Company’s accounts receivable are derived from revenue earned from customers primarily located in the U.S. The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable and maintains an allowance for doubtful accounts. Credit losses historically have not been material. Significant customers are those which represent more than 10% of the Company’s total revenue at each balance sheet date. The Company’s revenue from significant customers was from three customers for the three months ended June 30, 2021 and from two customers for the six months ended June 30, 2021. The Company did not have any revenue for the three and six month periods ended June 30, 2020. Loss Per Share The Company accounts for its convertible redeemable preferred stock and certain awards granted in share-based transactions that have a non-forfeitable two-class Earnings Per Share two-class Basic net loss per common share excludes dilution for potential common stock equivalents and is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, Numerator: 2021 2020 2021 2020 Net loss available to common stockholders $ (9,986 ) $ (3,667 ) $ (17,321 ) $ (6,928 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted 6,535,917 5,389,336 6,471,023 5,288,692 Net loss per share attributable to common stockholders – basic and diluted $ (1.53 ) $ (0.68 ) $ (2.68 ) $ (1.31 ) In periods with a reported net loss, the effects of anti-dilutive convertible preferred stock, stock options, unvested common stock (including unvested restricted common stock) and warrants are excluded and diluted loss per share is equal to basic loss per share. The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Convertible preferred stock, all series 22,920,739 22,920,739 22,920,739 22,920,739 Common stock options outstanding 6,146,550 4,034,607 6,020,942 3,910,415 Warrants to purchase Series B-1 2,050,463 2,050,463 2,050,463 2,050,463 Unvested common stock 536,184 175,272 377,371 298,146 Total 31,653,936 29,181,081 31,369,515 29,179,763 | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”). Emerging Growth Company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company is in the process of merging with a publicly traded Special Purpose Acquisition Company (a “SPAC”), which will be accounted for as a reverse recapitalization (the “Transaction”) in accordance with U.S. GAAP. Refer to Note 15 for more information regarding the Transaction. If the Transaction were to be consummated, the surviving company will remain an emerging growth company until the earliest of (i) the last day of the Company’s first fiscal year following the fifth anniversary of the completion of the SPAC’s initial public offering, (ii) the last day of the fiscal year in which the Company has total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates non-convertible Use of Estimates The preparation of financial statements in conformity with U.S. GAAP and regulations of the U.S. Securities and Exchange Commission requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition, capitalization of internally developed software and quantum computing costs, useful lives of long-lived assets, commitments and contingencies, forecasts and assumptions used in determining the fair value of stock-based compensation, derivatives, and warrants for preferred stock. Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ and be affected by changes in those estimates. Fair Value Measurements The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier GAAP fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1—observable inputs such as quoted prices in active markets; • Level 2—inputs other than the quoted prices in active markets that are observable either directly or indirectly; • Level 3—unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. Assets and liabilities that are measured at fair value on a non-recurring Fair Value of Financial Instruments Due to their short-term nature, the carrying amounts reported in the Company’s financial statements approximates the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, checking deposits and money market funds. The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest 2020 2019 Billed Accounts Receivable $ 390 $ — Unbilled Accounts Receivable — 100 Total $ 390 $ 100 On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off. This assessment is based on management’s evaluation of the past due receivables, collectability of specific accounts, historical loss experience and overall economic conditions. The Company did not have any allowance for doubtful accounts as of December 31, 2020 and 2019. Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation. Historical cost of fixed assets is the cost as of the date acquired. Prior to 2019, the Company built certain quantum computing systems solely for research and development purposes and these quantum computing systems were deemed to have no alternative future use. In 2019, the Company began to commercialize its quantum computing systems via the offering of QCaaS and quantum computing systems built thereafter were determined to provide a probable future economic benefit. As a result, hardware and labor costs associated with the building of such quantum computing systems were capitalized. Costs to maintain quantum computing systems are expensed as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Useful lives are as follows: Computer Equipment and Acquired Computer Software 3 – 5 years Machinery, Equipment, Furniture and Fixtures 5 – 7 years Quantum Computing Systems 2 years Leasehold Improvements Shorter of the lease-term or the estimated useful life of Intangible Assets, Net The Company’s intangible assets include website domain costs, patents, intellectual property and trademarks. Intangible assets with identifiable useful lives such as patents and intellectual property are initially valued at acquisition cost and are amortized over their estimated useful lives using the straight-line method, which is generally 20 years. With respect to patents, acquisition costs include external legal and patent application costs. Intangible assets with indefinite useful lives are assessed for impairment at least annually. Capitalized Internally Developed Software Capitalized internally developed software, which is included in intangible assets, net, consists of costs to purchase and develop internal-use internal-use internal-use Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2020 or 2019. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use In accordance with ASC 842, Leases, The Company has opted to elect the package of practical expedients that permits it to not reassess under the new lease accounting standard, its prior conclusions for any expired or existing contracts at the application date of ASC 842, about lease identification, lease classification, and initial direct costs. The Company chose not to elect the use-of-hindsight non-lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Operating lease ROU assets also include the impact of any lease incentives. Amendments to a lease are assessed to determine if it represents a lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the modification using an incremental borrowing rate based on the information available at the commencement date. For modified leases the Company also reassesses the lease classification as of the effective date of the modification. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company used an incremental borrowing rate of 12.2% at the date of adoption. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company’s operations to determine the lease term. The Company generally uses the base, non-cancelable, Revenue Recognition The Company derives revenue from providing access to its QCaaS and professional services related to co-developing mark-up The Company applies the provisions of the FASB Accounting Standards Update (“ASU”), Revenue from Contracts with Customers To support this core principle, the Company applies the following five step approach: 1. Identify the contract with the customer 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when (or as) the entity satisfies a performance obligation The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems together with related maintenance and support. The transaction price generally includes a variable fee based on usage of its quantum computing systems and may include a fixed fee for a minimum volume of usage to be made available over a defined period of access. Fixed fee arrangements may also include a variable component whereby customers pay an amount for usage over contractual minimums contained in the contracts. For contracts with a fixed transaction price, the fixed fee is recognized as QCaaS subscription-based revenues on a straight-line basis over the access period. Any variable fees for usage over the contractual minimums are estimated at contract inception and recognized ratably over the access period, unless such variable usage fees are probable of reversal in future periods. In those instances, variable usage fees are included in the determination of the transaction consideration once known. For contracts without fixed fees, variable usage fees are billed and recognized during the period of such usage. As of December 31, 2020 and 2019, all of the revenue recognized by the Company was recognized based on transfer of service over time. There were no revenues recognized at a point in time. The Company may enter into multiple contracts with a single counterparty at or near the same time. The Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective; (ii) consideration to be paid in one contract depends on the price or performance of the other contract; and (iii) goods or services promised are a single performance obligation. The Company has entered into one revenue arrangement in which it granted warrants to the counterparty. Refer to Note 9— Warrant Transaction Agreement Billed and unbilled accounts receivable relate to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. The variable fees associated with the QCaaS are generally billed a month in arrears. Customers also have the ability to make advance payments. If a contract exists under ASC 606, advance payments are recorded as a contract liability until services are delivered or obligations are met and revenue is earned. Contract liabilities to be recognized in the succeeding 12-month non-current As of December 31, 2020, approximately $3.7 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable For contractual arrangements where consideration is paid up-front, up-front Cost to Obtain a Contract Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is one year or less. The Company does not pay commissions on sales to customers. Cost of Revenue Cost of revenue primarily consists of expenses related to delivering the Company’s services, including direct labor costs, direct service costs and allocated facility costs. Cost of revenue excludes depreciation and amortization related to the Company’s quantum computing systems and related software. Research and Development Research and development expenses consist of personnel costs, including stock-based compensation expense, and allocated facility costs for the Company’s hardware, software and engineering personnel who design and develop the Company’s quantum computing systems and research new quantum computing technologies. Unlike a standard computer, design and development efforts continue throughout the useful life of the Company’s quantum computing systems to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs related to quantum computing systems constructed for research purposes that are not probable of providing future economic benefit and have no alternate future use. In December 2020, the Company amended its option agreement with Duke University (“Duke”), and under this amendment, the Company issued 299,946 Note 5 — Agreements with UMD and Duke Advertising Costs Advertising costs are expensed as incurred and are included in general and administrative expenses and selling and marketing expenses in the statements of operations. These costs were $426 thousand and $224 thousand for the years ended December 31, 2020 and 2019, respectively. Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards and the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of share-based awards, including the fair value of the Company’s common stock, the option’s expected term, the price volatility of the underlying common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company obtained third-party valuations to estimate the fair value of its common stock for purposes of measuring stock-based compensation expense. The third-party valuations were prepared using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants (“AICPA”) Accounting & Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation On January 1, 2019 the Company adopted the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718) Improvements to Nonemployee Share-based Payments On January 1, 2019 the Company adopted the FASB issued ASU 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not For certain tax positions, the Company uses a more-likely-than-not more-likely-than-not more-likely-than-not Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. These deposits are typically in excess of insured limits. The Company’s accounts receivable are derived from revenue earned from customers primarily located in the U.S. The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable, and maintains an allowance for doubtful accounts. Credit losses historically have not been material. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance at each balance sheet date. Accounts receivable consists of current trade receivables from two customers as of December 31, 2020, and all of the Company’s revenue was from a single customer for the year ended December 31, 2019. Loss Per Share The Company accounts for its convertible redeemable preferred stock and certain awards granted in share-based transactions that have a non-forfeitable two-class Earnings Per Share two-class Basic net loss per common share excludes dilution for potential common stock equivalents and is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, Numerator: 2020 2019 Net loss attributable to common stockholders $ (15,424 ) $ (8,926 ) Deemed dividend to preferred stockholders — (9 ) Net loss available to common stockholders $ (15,424 ) (8,935 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders—basic 5,496,316 3,984,247 Net loss per share attributable to common stockholders—basic $ (2.81 ) $ (2.24 ) In periods with a reported net loss, the effect of anti-dilutive convertible preferred stock, stock options, unvested common stock (including unvested restricted common stock) and warrants are excluded and diluted loss per share is equal to basic loss per share. The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Year Ended December 31, 2020 2019 Convertible preferred stock, all series 22,920,739 14,793,450 Common stock options outstanding 2,231,452 1,161,572 Warrants to purchase Series B-1 2,050,463 196,620 Unvested common stock 136,644 828,938 Total 27,339,298 16,980,580 Recently Issued Accounting Standards Not Yet Adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses 2016-13 In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use 350-40): 2018-15 internal-use 350-40 In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | |
DMY TECHNOLOGY GROUP, INC. III [Member] | |||
Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of November 17, 2020 included in its Current Report on Form 8-K, filed November 23, 2020. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial for the audited balance sheet included in its Current Report on Form 8-K. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $21.1 million increase to derivative liabilities and offsetting decrease to Class A common stock subject to possible redemption to the November 17, 2020 balance sheet. In connection with such analysis, as described below under “Restatement of Previously Issued Financial Statements”, the Company’s financial statements for the period from September 14, 2020 (inception) through December 31, 2020 (the “Affected Period”), was restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statement and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures that have been, and may in the future be, implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Restatement of Previously Issued Financial Statements In April 2021, the audit committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in November 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on November 17, 2020, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity 815-40). 815-40 Therefore, the Company, in consultation with its audit committee, concluded that its previously issued Financial Statements for the Affected Period should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 302,370,589 $ — $ 302,370,589 Liabilities and stockholders’ equity Total current liabilities $ 1,452,449 $ — $ 1,452,449 Deferred underwriting commissions 10,500,000 — 10,500,000 Derivative warrant liabilities — 34,885,000 34,885,000 Total liabilities 11,952,449 34,885,000 46,837,449 Class A common stock, $0.0001 par value; shares subject to possible redemption 285,418,130 (34,885,000 ) 250,533,130 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 146 349 495 Class B common stock - $0.0001 par value 750 — 750 Additional paid-in-capital 5,628,386 15,584,977 21,213,363 Accumulated deficit (629,272 ) (15,585,326 ) (16,214,598 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 302,370,589 $ — $ 302,370,589 For the Period from September 14, 2020 (inception) As Previously Restatement As Restated Statement of Operations Loss from operations $ (659,837 ) $ — $ (659,837 ) Other (expense) income: Gain on marketable securities (net), dividends and interest, held in Trust Account 30,565 30,565 Financing costs - derivative warrant liabilities — (700,326 ) (700,326 ) Loss upon issuance of private placement warrants — (7,360,000 ) (7,360,000 ) Change in fair value of derivative warrant liabilities — (7,525,000 ) (7,525,000 ) Total other (expense) income 30,565 (15,585,326 ) (15,554,761 ) Net loss $ (629,272 ) $ (15,585,326 ) $ (16,214,598 ) Basic and Diluted weighted-average Class A common shares outstanding 30,000,000 — 30,000,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 7,156,250 — 7,156,250 Basic and Diluted net loss per Class B common shares $ (0.09 ) — $ (1.24 ) For the Period from September 14, 2020 (inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (629,272 ) $ (15,585,326 ) $ (16,214,598 ) Adjustment to reconcile net loss to net cash used in operating activities (3,337 ) (15,585,326 ) (15,588,663 ) Changes in operating assets and liabilities 287,813 — 287,813 Net cash used in operating activities (344,796 ) — (344,796 ) Net cash used in investing activities (300,000,000 ) — (300,000,000 ) Net cash provided by financing activities 301,914,535 — 301,914,535 Net change in cash $ 1,569,739 $ — $ 1,569,739 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Warrant liabilities The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1 Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 25,053,313 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,500,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock for the period from September 14, 2020 (inception) through December 31, 2020 is calculated by dividing the general and administration expenses of approximately $602,000, offering costs associated with derivative warrant liabilities of approximately $700,000, loss upon issuance of private placement warrants of approximately $7.4 million, the change in fair value of derivative warrant liabilities of approximately $7.5 million and remaining franchise taxes of approximately $28,000, resulting in a net loss of approximately $7.2 million, by the weighted average number of Class B common stock outstanding for the period. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Amended Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 coverage limit, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 24,057,543 and 25,053,313 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets, respectively. Net Loss Per Share of Common Stock The Company’s condensed consolidated statements of operations include a presentation of net loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the periods and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months For the Six Months Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 6,545 $ 53,369 Less: Company’s portion available to be withdrawn to pay taxes (6,545 ) (53,369 ) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 30,000,000 30,000,000 Basic and diluted net income per share, Class A common stock $ — $ — Class B common stock Numerator: Net loss minus net income attributable to Class A common stock Net loss $ (7,930,260 ) $ (9,957,702 ) Net income attributable to Class A common stock — — Net loss attributable to Class B common stock $ (7,930,260 ) $ (9,957,702 ) Denominator: Weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 7,500,000 7,500,000 Basic and diluted net loss per share, Class B common stock $ (1.06 ) $ (1.33 ) Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Property And Equipment, Net
Property And Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property And Equipment, Net | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net is composed of the following (in thousands): June 30, 2021 December 31, Computer equipment and acquired computer software $ 558 $ 364 Machinery, equipment, furniture, and fixtures 3,717 2,974 Leasehold improvements 810 736 Quantum computing systems 12,815 9,617 Gross Property and Equipment 17,900 13,691 Less: accumulated depreciation (2,342 ) (1,703 ) Net Property and Equipment $ 15,558 $ 11,988 Depreciation expense for the three months ended June 30, 2021 and 2020 was $0.3 million and for the six months ended June 30, 2021 and 2020 was $0.6 million and $0.5 million, respectively. | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net as of December 31, 2020 and 2019, are composed of the following (in thousands): 2020 2019 Computer equipment and acquired computer software $ 364 $ 253 Machinery, equipment, furniture and fixtures 2,974 1,838 Leasehold improvements 736 535 Quantum computing systems 9,617 976 Gross Property and Equipment 13,691 3,602 Less: accumulated depreciation (1,703 ) (591 ) Net Property and Equipment $ 11,988 $ 3,011 Depreciation expense for the years ended December 31, 2020 and 2019 was $1.1 million and $354 thousand, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | 4. INTANGIBLE ASSETS, NET Intangible assets as of December 31, 2020 and 2019 are composed of the following (in thousands): December 31, 2020 Weighted (Years) Gross Accumulated Net Patents 20 $ 1,307 $ (10 ) $ 1,297 Trademark Indefinite 60 — 60 Website and other 10-20 51 (7 ) 44 Internally developed software 3 1,608 (322 ) 1,286 Total $ 3,026 $ (339 ) $ 2,687 December 31, 2019 Weighted (Years) Gross Accumulated Net Patents 20 $ 829 $ (4 ) $ 825 Trademark Indefinite 34 — 34 Website and other 10 41 (2 ) 39 Internally developed software 3 423 (45 ) 378 Total $ 1,327 $ (51 ) $ 1,276 Total amortization expense for intangible assets for the years ended December 31, 2020 and 2019 was $288 thousand and $49 thousand, respectively. As of December 31, 2020, the projected annual amortization expense for the Company’s intangible assets is as follows (in thousands): Year ending December 31, 2021 $ 550 2022 505 2023 273 2024 14 2025 14 Thereafter 1,271 Total $ 2,627 |
Agreements With UMD And DUKE
Agreements With UMD And DUKE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Agreement Disclosure [Abstract] | ||
Agreements With UMD And DUKE | 4. AGREEMENTS WITH UMD AND DUKE Exclusive License Agreement The Company entered into an exclusive license agreement (“License Agreement”) in July 2016 with the University of Maryland (“UMD”) and Duke University (“Duke”). The License Agreement grants to the Company an exclusive, perpetual license (“Initial Patents”) to certain patents, know-how trapped-ion non-exclusive non-profit non-profit On February 1, 2021, the Company and UMD executed two amendments to the License Agreement granting exclusive rights to license additional intellectual property in exchange for a total of 63,530 common shares. The shares had not been issued at the time the amendments were executed. Management evaluated the amendments and concluded that the arrangements qualify as equity-classified instruments and recorded an intangible asset and additional paid in capital based on the fair value of the shares at the date the amendments were executed of $1.6 million. The shares for each executed amendment were issued during the three months ended June 30, 2021. Exclusive Option Agreements The Company also entered into an exclusive option agreement (“Option Agreement”) with each of UMD and Duke in 2016 whereby on the anniversary of the effective date of the License Agreement for a period of 5 years, the Company has the right to exclusively license additional intellectual property developed by UMD and Duke (the “Additional Patents” and together with the Initial Patents, the “Licensed Patents”) by exercising an annual option and issuing 31,765 common shares each to Duke and UMD in consideration for the Additional Patents. The amount to be issued to UMD and Duke pursuant to the option over the 5-year term The Company recognized $0.1 million and $0 of research and development expense related to the agreement with Duke during the three months ended June 30, 2021 and June 30, 2020, respectively and $0.3 million and $0 of research and development expense related to the agreement with Duke during the six months ended June 30, 2021 and June 30, 2020, respectively. On February 4, 2021, the Company and UMD amended the UMD Option Agreement to provide for the issuance of the remaining 31,765 shares of common stock to UMD as a nonrefundable upfront payment in exchange for research and development services by UMD whereby the Company will obtain rights to any potential future intellectual property developed through July 2021. The fair value of the shares to be issued to UMD at the date the amendment was executed was $0.8 million. The shares were issued to UMD during the three months ended June 30, 2021. The Company recognized $0.5 million and $0.7 million of research and development expense associated with the UMD Option Agreement amendment for the three and six months ended June 30, 2021, respectively. Additionally, under the terms of the License Agreement and Option Agreement, UMD was provided an exit guarantee if a sale or liquidation of the Company would occur that provides for the following: • acceleration of the issuance of common stock as if exercised through the License Agreement, • additional consideration equal to the consideration which a holder of one-half The exit guarantee was not modified as a result of the amendment to the Option Agreement. | 5. AGREEMENTS WITH UMD AND DUKE Exclusive License Agreement The Company entered into an exclusive license agreement (“License Agreement”) in 2016 with the University of Maryland (“UMD”) and Duke. The License Agreement grants to the Company an exclusive, perpetual license (“Initial Patents”) to certain patents, know-how trapped-ion non-exclusive non-profit non-profit Exclusive Option Agreements The Company also entered into an exclusive option agreement (“Option Agreement”) with each of UMD and Duke in 2016 whereby on the anniversary of the effective date of the License Agreement for a period of 5 years, the Company has the right to acquire additional intellectual property developed by UMD and Duke (the “Additional Patents” and together with the Initial Patents, the “Licensed Patents”) by exercising an annual option and issuing 31,765 common shares each to Duke and UMD in consideration for the Additional Patents. The amount to be issued to UMD and Duke pursuant to the option over the 5-year Since inception of the License Agreement and the Option Agreements and through December 31, 2019, the Company issued 81,177 common shares to UMD and 81,177 common shares to Duke for the acquisition of intellectual property. Additionally, under the terms of the License Agreement and Option Agreement, UMD and Duke were provided an exit guarantee if a sale or liquidation of the Company would occur that provides for the following: • acceleration of the issuance of common stock as if exercised through the License Agreement, • additional consideration equal to the consideration which a holder of one-half Management evaluated this exit guarantee and determined that it represented an embedded derivative that must be bifurcated and accounted for separately. The exit guarantee derivative was estimated to be immaterial as of December 31, 2020 and 2019 as the probability of a sale or liquidation of the Company was remote. As of December 31, 2020, UMD is entitled to 111,002 shares if a change of control were to occur resulting from a sale or liquidation of the Company. In December 2020, the Company and Duke amended the Duke Option Agreement to remove the exit guarantee, extend the term of the Option Agreement through July 15, 2026, and to provide for the issuance of 299,946 shares of common stock to Duke in consideration for research and development services through July 15, 2026. Under the terms of the amended Option Agreement, the issuance of shares is a nonrefundable upfront payment in exchange for research and development services by Duke whereby the Company will obtain rights to any potential future intellectual property developed during the term. As such, the fair value of the shares of common stock issued to Duke of $2.9 million was recorded as a prepaid expense and is being amortized over the term of the arrangement as services are received. For the year ended December 31, 2020, the Company recognized $19 thousand of research and development expense associated with this arrangement. The useful life of the Licensed Patents derived from the License Agreement and the Option Agreement is the remaining legal life at the time of acquisition. The value of the Licensed Patents is based on the fair value of the common stock given as consideration on the effective date of each agreement and exercise of option. The asset is amortized over the useful life of the Licensed Patents. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 6. ACCRUED EXPENSES Accrued expenses as of December 31, 2020 and 2019 are composed of the following (in thousands): 2020 2019 Accrued salaries and other liabilities $ 46 $ 40 Accrued expenses- other 562 194 Total accrued expenses $ 608 $ 234 |
Initial Public Offering
Initial Public Offering | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||
Initial Public Offering | Note 3 — Initial Public Offering On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 Units, including the 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $ 300.0 Each Unit consists of one share of Class A common stock, and one-fourth of | Note 3 — Initial Public Offering On November 17, 2020, the Company consummated its Initial Public Offering of 30,000,000 Units, including the 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.0 million, inclusive of $10.5 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-fourth |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES Warranties and Indemnification The Company’s commercial services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe third-party intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the accompanying condensed financial statements. | 7. COMMITMENTS AND CONTINGENCIES Warranties and Indemnification The Company’s commercial services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe third-party intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the accompanying financial statements. | |
DMY TECHNOLOGY GROUP, INC. III [Member] | |||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.00 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.50 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Litigation On January 12, 2021, the Company, the Sponsor accepted service of a lawsuit where they are named as Counterclaim Defendants in an underlying action by and between GTY Technology Holdings, Inc. (“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor II, LLC, dMY Technology Group Inc. II, the Company and the Sponsor (collectively “dMY”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”). The Underlying Lawsuit seeks a declaratory judgment that Glatt and Captains Neck are not entitled to Class Y Units of dMY Sponsor LLC and contains claims arising from Glatt’s termination of employment from GTY on or about April 3, 2020 including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion. Glatt has, among other things, responded to the Underlying Lawsuit by adding members of the Sponsor and officers of the Company as Counterclaim Defendants and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company as a Counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment. The Company has never employed Glatt and has no business agreements with him. The Company has denied the claims against them and management intends to vigorously defend the Company. | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to underwriting commissions of $0.20 per unit, or $6.00 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Litigation On January 12, 2021, the Company, the Sponsor accepted service of a lawsuit where they are named as Counterclaim Defendants in an underlying action by and between GTY Technology Holdings, Inc. (“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor II, LLC, dMY Technology Group Inc. II, the Company and the Sponsor (collectively “dMY”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”). The Underlying Lawsuit seeks a declaratory judgment that Glatt and Captains Neck are not entitled to Class Y Units of dMY Sponsor LLC and contains claims arising from Glatt’s termination of employment from GTY on or about April 3, 2020 including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion. Glatt has, among other things, responded to the Underlying Lawsuit by adding members of the Sponsor and officers of the Company as Counterclaim Defendants and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company as a Counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment. The Company has never employed Glatt and has no business agreements with him. The Company has denied the claims against them and management intends to vigorously defend the Company. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 |
Convertible Redeemable Preferre
Convertible Redeemable Preferred Stock And Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Redeemable Preferred Stock And Stockholders' Deficit [Abstract] | |
Convertible Redeemable Preferred Stock And Stockholders' Deficit | 8. CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Preferred Stock Convertible Redeemable Preferred Stock is recorded at their initial fair value, equal to the original issuance price, net of issuance costs and discounts. In 2016 through 2020, the Company issued Series A, Series B and Series B-1 “Series B-1,” • In 2016, the Company issued 2,000,000 shares of Series A at $1.00 per share for $ 1.9 • In 2017, the Company issued 6,794,278 shares of Series B at $2.10 per share for $14.2 million, net of issuance cost of $99 thousand. • In 2018, the Company issued 2,930,949 shares of Series B at $2.10 per share for $6.1 million, net of issuance cost of $22 thousand. This is further adjusted for the fair value of the contingent forward contract liability of $679 thousand on settlement date (See “Milestone Closing” below). • In January 2019, the Company issued 28,571 shares of Series B at $2.10 per share for $60 thousand with no issuance cost. • Between August 2019 and November 2019, the Company issued 11,166,941 shares of Series B-1 • No shares were issued during the year ended December 31, 2020. The Company’s Convertible Redeemable Preferred Stock contains the following rights: Liquidation Rights winding-up Series B-1, B-1, pari passu Upon completion of the full distribution required above, the remaining assets of the Company available for distribution to members shall be distributed pari passu among the holders of common stock pro rata based on the number of the common stock held by each member. Conversion Provision: B-1 as-converted B-1 B-1 Dividends non-cumulative B-1, as-if-converted Voting Rights as-converted Antidilution Adjustment Classification In addition to the rights described above, the Series B convertible redeemable preferred stock contained the following additional closing rights: Milestone Closing – The Milestone Closing provision represented a contingent forward contract that had been determined to be a freestanding financial instrument. The contingent forward contract qualified for liability classification and was initially measured at fair value, with subsequent changes in fair value recorded in earnings. The contingent forward option was settled in October 2018. Sale of Additional Shares – convertible redeemable preferred stock at the transaction date and the price paid is recorded as a deemed dividend. During the year ended December 31, 2019, Company recorded deemed dividends of $9 thousand. Such deemed dividend is included in the carrying value of the Series B convertible redeemable preferred stock and recorded through additional paid in capital. Common Stock No dividends shall be paid on any common stock, unless and until the Preferred Dividends are paid on each outstanding share of Convertible Redeemable Preferred Stock; provided, that after the payment of the Preferred Dividends, any additional dividends shall be distributed among the holders of common stock and Convertible Redeemable Preferred Stock in proportion to the number of shares of common stock that would be held such holders on an as-converted In August 2019, the Company issued 31,765 shares of common stock to UMD in consideration for Additional Patents. These shares were recorded at fair value of $52 thousand, based on the fair value of common stock given as consideration on the exercise of the option. In December 2020, the Company issued 299,946 shares of common stock to Duke. These shares were recorded at fair value of $2.9 million based on the fair value of common stock given as consideration. See Note 5 — Agreements with UMD and Duke Upon incorporation of the Company, the founders of the Company (the “Founders”) purchased an aggregate 4.0 million shares of common stock at a purchase price $0.0025 per share. Subsequently, on July 25, 2016, upon the introduction of a new third party investor, the Company imposed a share restriction on an aggregate of 3.0 million of the Founders’ shares (the “Restricted Shares”). If the Founders terminate their relationship with the Company for any reason, the Company will have the right to repurchase such shares for the initial purchase price and the repurchase period will begin from such termination date until 120 days after the termination date; provided, however that if the Founders terminate their relationship with the Company or are otherwise terminated for good cause (each, a “Release Event”), in each case, within 12 months of a deemed liquidation event, the Company may not repurchase the shares. Payment for the Restricted Shares will be made in cash if the Company exercises its option to repurchase the Founder’s shares. Of the 3.0 million Restricted Shares subject to the repurchase option, 1/48 th Note 10 — Share Based Compensation Common Stock Reserved for Issuance The Company’s common stock reserved for future issuances are as follows: As of December 31, 2020 2019 Series A 2,000,000 2,000,000 Series B 9,753,798 9,753,798 Series B-1 11,166,941 11,166,941 Stock options outstanding 5,400,426 3,441,798 Preferred stock warrants 2,050,463 2,050,463 Shares available for future grant 1,801,680 4,186,760 Total common stock reserved 32,173,308 32,599,760 |
Warrant Transaction Agreement
Warrant Transaction Agreement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrant Transaction Agreement [Abstract] | ||
Warrant Transaction Agreement | 6. WARRANT TRANSACTION AGREEMENT In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue to a customer, warrants to acquire up to 2,050,463 shares of Series B-1 Under the terms of the warrant agreement, 6.5% of the Warrant Shares will vest and be immediately exercisable on the date of the public announcement of the availability of the Company’s hardware on the cloud provider’s platform. The Warrant Shares have an exercise price of $5.58 per share and are exercisable through November 2029. The fair value of the Warrant Shares at the date of issuance was determined to be $8.7 million. As of June 30, 2021, Warrant Shares with a fair value of $0.6 million were vested. The fair value of the unamortized warrants as of June 30, 2021 is $0.4 million and is recorded within other noncurrent assets and will be amortized over time as the related customer revenue is earned. | 9. WARRANT TRANSACTION AGREEMENT In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue to a customer a warrant to acquire up to 2,050,463 shares of Series B-1 Approximately 6.5% of the Warrant Shares vested and became immediately exercisable in August 2020. The remaining Warrant Shares will vest and become exercisable upon satisfaction of certain milestones based on revenue generated under the commercial agreement with the customer, to the extent certain prepayments are made by the customer. The exercise price for the Warrant Shares is $5.58 per share and the warrant is exercisable through November 2029. The fair value of the Warrant Shares at the date of issuance was determined to be $8.7 million. At December 31, 2019, no Warrant Shares were vested or probable of vesting. As of December 31, 2020, Warrant Shares with a fair value of $566 thousand were vested. This fair value is recorded within other noncurrent assets and the Warrant Shares are amortized over time as the related customer revenue is earned. During the year ended December 31, 2020, $38 thousand of the warrant amortization was recorded as a reduction of the related customer revenue. The Company estimated the fair value of warrants on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each warrant. The estimated fair value of Series B-1 B-1 Share Based Compensation The Warrant Shares are presented outside of permanent equity in mezzanine equity on the balance sheets as the underlying shares are contingently redeemable, as discussed further in Note 8 – Convertible Redeemable Preferred Stock and Stockholders’ Deficit The assumptions used to estimate the fair value of the Warrant Shares granted during the year ended December 31, 2019 are as follows: At Grant Date Risk- Free Interest Rate 1.77% Expected Term (in years) 10 Expected Volatility 70% Dividend Yield — % |
Stockholders' Equity
Stockholders' Equity | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||
Stockholders' Equity | Note 6 — Stockholders’ Equity Class A Common Stock Class B Common Stock 7,906,250 Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, as-converted one-for-one Preferred Stock | Note 6 — Stockholders’ Equity Class A Common Stock Class B Common Stock outstanding common stock after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. As of June 30, 2021 and December 31, 2020, there were 7,500,000 shares of Class B common stock outstanding. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one Preferred Stock |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of December 31, 2020, the Company had 7,500,000 and 4,000,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding 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 determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 7 — Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company has 7,500,000 and 4,000,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding 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 determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
DMY TECHNOLOGY GROUP, INC. III [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Measurements | Note 8—Fair Value Measurements The Company follows the guidance in ASC Topic 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 300,029,996 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 34,885,000 (1) Excludes $569 of cash balance held within the Trust Account Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2020. Level 1 instruments include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently, are based on the listed market price of such warrants, a Level 1 measurement, as of December 31, 2020. The fair value of the Private Placement Warrants were estimated using Black-Scholes model. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $6.3 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical and implied volatilities of select peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: At initial As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.60 $ 10.84 Volatility 22.4%/45.5% 22.7%/44.3% Term 6.55 6.42 Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period from September 14, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at September 14, 2020 (inception) $ — Issuance of Public and Private Warrants 27,360,000 Change in fair value of derivative warrant liabilities 7,525,000 Derivative warrant liabilities at December 31, 2020 $ 34,885,000 | Note 8 - Fair Value Measurements The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants since October 2020. For the three and six months ended June 30, 2021, the Company recognized a charge to the accompanying unaudited condensed consolidated statements of operations resulting from an increase of in the fair value of liabilities of approximately $7.5 million and approximately $5.7 million presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed consolidated statements of operations, respectively. The following table presents information about the Company’s consolidated financial assets that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: June 30, 2021 Description Quoted Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 300,083,544 $ — $ — Liabilities: Derivative warrant liabilities $ 24,000,000 $ — $ 16,600,000 (1) Excludes $390 of cash balance held within the Trust Account. December 31, 2020 Description Quoted in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 300,029,996 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 34,885,000 (1) Excludes $569 of cash balance held within the Trust Account. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed and traded. As of June 30, 2021, the Public Warrants were publicly traded at $3.20 per warrant. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 31, 2020 As of June 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.84 $ 10.69 Volatility 22.7% / 40.5% / Term 6.42 5.25 Risk-free rate 0.57 % 0.91 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period ended June 30, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ 34,885,000 Transfer to Level 1 (16,725,000 ) Change in fair value of derivative warrant liabilities (1,560,000 ) Level 3 - Derivative warrant liabilities at June 30, 2021 $ 16,600,000 |
Share Based Compensation
Share Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share Based Compensation | 7. SHARE BASED COMPENSATION The Company has a 2015 Equity Incentive Plan (the “Plan”) which provides for the grant of share-based compensation in the form of awards of options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock units, to certain officers, directors, employees, consultants, and advisors to purchase shares of the Company’s common stock. The Company reserved 9,002,266 shares of common stock for awards granted under the Plan as of June 30, 2021. Vesting generally occurs over four to five years from the date of grant and all options granted have a contractual term of 10 years. Vested options held at the date of an employee’s termination may be exercised within three months. The board of directors may terminate the Plan at any time. The Company’s bylaws include a right of first refusal which states that if a stockholder desires to sell or otherwise transfer any shares of common stock, then the stockholder will first give written notice of such to the Company at which point the Company generally has 30 days to purchase all (but not less than all) of the shares specified in the notice at the price and upon the terms set forth in such notice. Under the Plan, the Company’s right of first refusal will expire upon the earlier of (i) the date securities of the Company are first offered to the public pursuant to an effective registration statement or (ii) September 28, 2025. The Company records forfeitures as they occur. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. Expected Volatility Expected Term The Company has estimated the expected term of its employee awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC, for calculating expected term as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term. Certain of the Company’s options began vesting prior to the grant date, in which case the Company uses the remaining vesting term at the grant date in the expected term calculation. Risk-Free Interest Rate non-inflation-indexed Dividend Yield Fair Value of Underlying Common Stock The assumptions used to estimate the fair value of stock options granted during the three and six months ended June 30, 2021 and 2020 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Risk- Free Interest Rate — % 0.48 % 0.96 % 1.30 % Expected Term (in years) — 6.69 6.26 6.18 Expected Volatility — % 72.74 % 77.04 % 70.83 % Dividend Yield — % — % — % — % A summary of the stock option activity is as follows: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2019 3,441,798 $ 0.53 8.80 $ 5.00 Granted 694,895 $ 1.88 Exercised (54,187 ) $ 0.50 Cancelled/ Forfeited (34,667 ) $ 0.49 Outstanding as of June 30, 2020 4,047,839 $ 0.76 8.54 $ 1.48 Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 5,400,426 $ 1.39 8.67 $ 44.80 Granted 1,603,709 $ 9.68 Exercised (800,092 ) $ 6.74 Cancelled/ Forfeited (84,524 ) $ 2.84 Outstanding as of June 30, 2021 6,119,519 $ 2.84 8.44 $ 204.88 Exercisable as of June 30, 2021 1,590,507 $ 0.89 7.62 $ 56.40 Exercisable and expected to vest at June 30, 2021 6,119,519 $ 2.84 8.44 $ 204.88 The total intrinsic value of options exercised was $0.9 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively and $23.7 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. The weighted-average grant date fair value per share for the stock options granted during the three months ended June 30, 2020 was $1.45 and no options were granted during the three months ended June 30, 2021. The weighted-average grant date fair value per share for the stock options granted during the six months ended June 30, 2021 and 2020 was $23.60 and $1.35, respectively. The aggregate grant-date fair value of options vested during the three months ended June 30, 2021 and 2020 was $1.2 million and $0.2 million, respectively and the aggregate grant-date fair value of options vested during the six months ended June 30, 2021 and 2020 was $1.9 million and $0.3 million, respectively. As of June 30, 2021, the total unrecognized compensation related to unvested stock option awards was $42.2 million, which the Company expects to recognize over a weighted-average period of approximately 2.24 Total stock-based compensation expense for both stock option awards and unvested restricted shares which is included in the condensed financial statements as follows (in thousands): Three Months June 30, Six Months June 30, 2021 2020 2021 2020 Cost of revenue $ 31 $ — $ 31 $ — Research and development 717 138 1,170 273 Sales and marketing 25 — 25 — General and administrative 1,670 117 2,648 227 Stock-based compensation, net of amounts capitalized 2,443 255 3,874 500 Capitalized stock-based compensation – Intangibles and fixed assets 89 20 133 31 Total stock-based compensation $ 2,532 $ 275 $ 4,007 $ 531 After the issuance of the interim financial statements for the three months ended March 31, 2021, we reassessed certain inputs utilized in determining the grant date fair of our stock-based awards that were granted in the period. This reassessment resulted in an increase of aggregate unrecognized stock-based compensation of approximately $4.5 million as of March 31, 2021. The incremental stock-based compensation expense related to the three months ended March 31, 2021 was $117,000 and was recognized in the three months ended June 30, 2021 as it was not material. | 10. STOCK-BASED COMPENSATION The Company has a 2015 Equity Incentive Plan (the “Plan”) which provides for the grant of share based compensation in the form of awards of options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock units, to certain officers, directors, employees, consultants and advisors to purchase shares of the Company’s common stock. The Company reserved 9,002,266 shares of common stock for awards granted under the Plan as of December 31, 2020. Vesting generally occurs over four to five years from the date of grant and all options granted have a contractual term of 10 years. Vested options held at the date of an employee’s termination may be exercised within three months. The board of directors may terminate the Plan at any time. The Company’s bylaws include a right of first refusal which states that if a stockholder desires to sell or otherwise transfer any shares of common stock, then the stockholder will first give written notice of such to the Company at which point the Company generally has 30 days to purchase all (but not less than all) of the shares specified in the notice at the price and upon the terms set forth in such notice. Under the Plan, the Company’s right of first refusal will expire upon the earlier of (i) the date securities of the Company are first offered to the public pursuant to an effective registration statement or (ii) September 28, 2025. The Company records forfeitures as they occur. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. Expected Volatility Expected Term The Company has estimated the expected term of its employee awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC, for calculating expected term as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term. Certain of the Company’s options began vesting prior to the grant date, in which case the Company uses the remaining vesting term at the grant date in the expected term calculation. Risk-Free Interest Rate non-inflation-indexed Dividend Yield Fair Value of Underlying Common Stock The assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Risk- Free Interest Rate 0.9 % 2.3 % Expected Term (in years) 6.46 6.34 Expected Volatility 72.5 % 66.1 % Dividend Yield — % — % A summary of the stock option activity is as follows: Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2018 2,348,196 $ 0.46 8.58 $ 1.4 Granted 2,549,791 0.56 Exercised (736,294 ) 0.40 Cancelled/ Forfeited (719,895 ) 0.54 Outstanding as of December 31, 2019 3,441,798 0.53 8.80 5.0 Granted 2,439,276 2.46 Exercised (426,452 ) 0.69 Cancelled/ Forfeited (54,196 ) 0.51 Outstanding as of December 31, 2020 5,400,426 1.39 8.67 44.8 Exercisable as of December 31, 2020 1,262,681 0.66 7.85 11.3 Exercisable and expected to vest at December 31, 2020 5,400,426 1.39 8.67 44.8 The total intrinsic value of options exercised was $3.8 million and $1.2 million for the years ended December 31, 2020 and 2019, respectively. The weighted-average grant date fair value per share for the stock options granted during the years ended December 31, 2020 and 2019 was $3.07 and $1.01, respectively. The aggregate grant-date fair value of options vested during the years ended December 31, 2020 and 2019 was $1.0 million and $625 thousand, respectively. As of December 31, 2020, the total unrecognized compensation related to unvested stock option awards was $8.7 million, which the Company expects to recognize over a weighted-average period of approximately 2.22 years. Unvested Restricted Shares The fair value of the restricted shares determined based on the fair market value of the Company’s common stock on July 25, 2016, the date the restriction was put into place, was $1.2 million. A summary of the unvested restricted shares activity is as follows: Number of Weighted-Average Unvested Balance as of December 31, 2018 1,187,500 $ 0.39 Vested (750,000 ) 0.39 Unvested Balance as of December 31, 2019 437,500 0.39 Vested (437,500 ) 0.39 Unvested Balance as of December 31, 2020 — $ — The aggregate grant-date fair value of restricted shares vested was $170 thousand and $292 thousand for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, there was no unrecognized compensation related to unvested restricted stock. Total stock-based compensation expense for both stock option awards and unvested restricted shares which is included in the financial statements as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 716 $ 582 General and administrative 508 277 Stock-based compensation, net of amounts capitalized 1,224 859 Capitalized stock-based compensation—Intangibles and fixed assets 110 27 Capitalized stock-based compensation—Other current assets 45 — Total stock-based compensation $ 1,379 $ 886 |
Income Taxes
Income Taxes | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Income Taxes | 11. INCOME TAXES The current and deferred components of the provision for income taxes for both Federal and State jurisdictions are zero as of December 31, 2020 and 2019, respectively. The Company’s provision for income taxes differs from the amount determined by applying the applicable federal statutory tax rate to the loss before income taxes due to the valuation allowance for the net deferred income tax assets. A reconciliation of the U.S. statutory tax rate to our effective tax rate is presented below: Years Ended December 31, 2020 2019 U.S. federal statutory income tax rate 21.00 % 21.00 % State and local income taxes 6.31 % 6.25 % R&D tax credits 7.18 % 3.89 % Stock- based compensation -0.73 % -0.68 % Valuation allowance -33.83 % -30.27 % Other 0.07 % -0.19 % Effective tax rate 0.00 % 0.00 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows: As of December 31, 2020 2019 Deferred tax assets: Non-qualified 124 35 Lease liabilities 1,176 188 Other 8 6 R&D credit carryforwards 1,733 625 Net operating loss carryforwards 13,516 6,758 Total deferred tax assets 16,557 7,612 Valuation allowance (11,747 ) (6,529 ) Total deferred tax assets net of valuation allowance 4,810 1,083 Deferred tax liabilities: Depreciation and amortization (173 ) (142 ) Right of use assets (1,135 ) (175 ) Capitalized patents (181 ) (102 ) Internally developed software (354 ) (104 ) Capitalized R&D expense (2,967 ) (560 ) Total deferred tax liabilities (4,810 ) (1,083 ) Net deferred tax assets (liabilities) — — The Company had U.S. federal and state net operating loss carryforwards of approximately $49.4 million and $24.7 million as of December 31, 2020 and 2019, respectively. The Company’s net operating loss carryforwards generated prior to January 1, 2018 will begin to expire, if not utilized, in 2036. The Company’s net operating loss carryforwards generated after December 31, 2017 will carry forward indefinitely. As of December 31, 2020 and 2019, the Company had U.S. federal and state tax credit carryforwards of $1.7 million and $625 thousand, respectively. The tax credit carryforwards will expire between 2025 and 2040. The deductibility of such credits and net operating losses (“NOL”) may be limited. Under Section 383 and 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which generally occurs if the percentage of the corporation’s stock owned by 5% stockholders increases by more than 50% over a three-year period, the corporation’s ability to use its pre-change, pre-change The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, including a three-year cumulative loss position as of December 31, 2020 and 2019, the Company has concluded that it is not more likely than not that its deferred income tax assets will be realized. Accordingly, the Company has provided a full valuation allowance, for the years ended December 31, 2020 and 2019. The net increase in the valuation allowance of $5.2 million is due to the current year operating losses. | |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||
Income Taxes | Note 10—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The income tax provision (benefit) consists of the following for the period from September 14, 2020 (inception) through December 31, 2020: Current Federal $ — State — Deferred Federal (3,405,066 ) State — Valuation allowance 3,405,066 Income tax provision $ — The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Net operating loss carryforwards $ 3,131,639 Start-up/organizational 273,426 Total deferred tax assets 3,405,066 Valuation allowance (3,405,066 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from September 14, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 % |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 12. LEASES The Company has one operating lease, as a sublessee of an unrelated third party, for real estate that was recorded upon adoption at January 1, 2019. The lease was amended in March 2020 to extend the terms of the agreement for the existing premise and lease additional expansion premise and in December 2020 to provide additional rent adjustments. The amended leases were entered into with UMD. Refer to Footnote 14 – Related Party Transactions The components of lease cost were as follows (in thousands): 2020 2019 Operating lease cost (1) Fixed lease cost $ 278 $ 155 Short-term lease cost 35 11 Total operating lease cost $ 313 $ 166 (1) The lease costs are reflected in the Statements of Operations and Comprehensive Loss as follows (in thousands): Year Ended December 31 2020 2019 Research and development 263 133 General and administrative 50 33 Total 313 166 Supplemental cash flow and other information related to operating leases was as follows (in thousands): Year Ended December 31 2020 2019 Cash payments included in the measurement of operating lease liabilities 178 146 Operating lease right-of-use 3,565 — As of December 31, 2020, maturities of operating lease liabilities are as follows (in thousands): Amount Year Ending December 31, 2021 561 2022 644 2023 671 2024 750 2025 772 Thereafter 4,146 Total lease payments 7,544 Less: imputed interest (3,273 ) Present value of operating lease liabilities 4,271 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 13. EMPLOYEE BENEFIT PLANS The Company has a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The Company made a matching contribution of $308 thousand and $185 thousand to the 401(k) Plan for the years ended December 31, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS Transactions with UMD and Duke As described in Note 4 – Agreements with UMD and Duke Co-founder Co-founder In addition, the Company entered into an amendment to its operating lease for office space with UMD. The lease was amended with UMD in March 2020 to extend the terms of the agreement for the existing premise and lease additional expansion premise and was amended in December 2020 to provide additional rent adjustments. Refer to Note 12 of the December 31, 2020 audited financial statements for additional information regarding the Company’s leases. The Company’s results from transactions with UMD and Duke, as reflected in the Statements of Operations and Comprehensive Loss are detailed below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 796 $ 61 $ 1,336 $ 110 General and administrative 61 9 130 16 The Company has the following balances related to transactions with UMD and Duke, as reflected in the Balance Sheets: June 30, December 31, Assets Prepaid expenses and other current assets 769 1,013 Operating lease right-of-use 4,164 4,296 Other noncurrent assets 2,105 2,365 Liabilities Accounts payable 1 5 Current operating lease liabilities 559 495 Non-current 3,716 3,776 | 14. RELATED PARTY TRANSACTIONS Transactions with UMD and Duke As described in Note 5 – Agreements with UMD and Duke Co-founder Co-founder In addition, the Company entered into an amendment to its operating lease for office space with the UMD. The lease was amended with UMD in March 2020 to extend the terms of the agreement for the existing premise and lease additional expansion premise and was amended in December 2020 to provide additional rent adjustments. Refer to Note 12 for additional information regarding the Company’s leases. The Company’s results from transactions with UMD and Duke, as reflected in the Statements of Operations and Comprehensive Loss are detailed below: Year Ended December 31, 2020 2019 Research and development 247 136 General and administrative 35 20 The Company has the following balances related to transactions with UMD and Duke, as reflected in the Balance Sheets: December 31, December 31, Assets Other noncurrent assets 2,365 — Prepaid expenses and other current assets 1,013 — Operating lease right-of-use 4,296 636 Liabilities Accounts payable 5 — Current operating lease liabilities 495 133 Non-current 3,776 551 | |
DMY TECHNOLOGY GROUP, INC. III [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On September 14, 2020, the Sponsor subscribed for 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for a total subscription price of $25,000, and fully paid for these on November 17, 2020. In October 2020, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the Company’s director nominees. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company pays the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket | Note 4 — Related Party Transactions Founder Shares On September 14, 2020, the Sponsor subscribed for 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for a total subscription price of $25,000, and fully paid for these on November 17, 2020. In October 2020, the Sponsor transferred 25,000 Founder Shares to each of Darla Anderson, Francesca Luthi and Charles E. Wert, the Company’s director nominees. On November 12, 2020, the Company effected a 1:1.1 stock split of the Class B common stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 30 150 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 Related Party Loans On September 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In April and June 2021, the Company received advances for an aggregate amount of $125,000 from an officer for working capital needs, which is included in due to related parties on the condensed consolidated balance sheets. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on New York Stock Exchange and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000, respectively, in connection with such services in the accompanying unaudited condensed consolidated statements of operations. The Company also recorded a prepaid amount of $160,000 and $0 in connection with such services in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Subsequent Events
Subsequent Events | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||
Subsequent Events | 9. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through September 30, 2021, the date the condensed financial statements were available to be issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the condensed financial statements and events which occurred but were not recognized in the condensed financial statements. The Company is not aware of any subsequent events that would require recognition or disclosure in the financial statements, other than as described below. On September 30, 2021, the Company consummated the Merger with dMY resulting in net proceeds of approximately $558.0 million, inclusive of $345.0 million in gross proceeds from the PIPE Investors. Upon the Closing, the stockholders of the Company, including the common and preferred shareholders, received approximately 121 million shares of common stock of the combined company, representing 63% ownership interest of the combined company. As a result, the Company expects that the Merger will be accounted for as a reverse recapitalization with IonQ being identified as the accounting acquirer. | 15. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through March 22, 2021, the date the financial statements were available to be issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. Agreement with UMD On February 4, 2021, the Company and UMD amended the UMD Option Agreement to provide for the issuance of the remaining shares under the Agreement of 31,765 shares of common stock to UMD as a nonrefundable upfront payment in exchange for research and development services by UMD whereby the Company will obtain rights to any potential future intellectual property developed during the term. The amendment further clarifies that the exit guarantee is not applicable in the event a merger occurs with a special purpose acquisition company. The Company has not finalized the valuation of the shares of common stock issued to UMD. Merger Agreement On March 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. III (“dMY”) and Ion Trap Acquisition Inc. (“Merger Sub”), a Delaware corporation and a direct, wholly owned subsidiary of dMY. Pursuant to the Merger Agreement, the Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving entity in the Merger and, after giving effect to the Merger, becoming a wholly owned subsidiary of dMY. dMY will be renamed IonQ, Inc. The consummation of the Merger is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement. The transaction is estimated to provide $650.0 million of gross proceeds, including $350.0 million fully committed private placement of common stock at $10.00 per share, as described below. Concurrently with the execution of the Merger Agreement, dMY entered into subscription agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 35.0 million shares of common stock for an aggregate purchase price equal to $350.0 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing, subject to the terms and conditions contemplated by the subscription agreements. | |
DMY TECHNOLOGY GROUP, INC. III [Member] | |||
Subsequent Event [Line Items] | |||
Subsequent Events | Note 9—Subsequent Events On December 21, 2020, the Company repaid approximately $90,000 of the outstanding Note balance. On January 12, 2021, the Company, the Sponsor accepted service of a lawsuit where they are named as Counterclaim Defendants in an underlying action by and between GTY Technology Holdings, Inc. (“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor II, LLC, dMY Technology Group Inc. II, the Company and the Sponsor (collectively “dMY”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”). The Underlying Lawsuit seeks a declaratory judgment that Glatt and Captains Neck are not entitled to Class Y Units of dMY Sponsor LLC and contains claims arising from Glatt’s termination of employment from GTY on or about April 3, 2020 including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion. Glatt has, among other things, responded to the Underlying Lawsuit by adding members of the Sponsor and officers of the Company as Counterclaim Defendants and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company as a Counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment. The Company has never employed Glatt and has no business agreements with him. The Company has denied the claims against them and management intends to vigorously defend the Company. On March 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ion Trap Acquisition Inc., a Delaware corporation and a direct, newly formed wholly owned subsidiary of the Company (“Merger Sub”) and IonQ, Inc., a Delaware corporation (“IonQ”). Pursuant to the Merger Agreement, at the Effective Time, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into IonQ (the “Merger”), with IonQ continuing as the surviving entity in the Merger and, after giving effect to the Merger, becoming a wholly owned subsidiary of the Company. See the Current Report on Form 8-K, filed with the SEC on March 7, 2021, for further information. On March 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 35,000,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $350,000,000. See the Current Report on Form 8-K, filed with the SEC on March 7, 2021, for further information. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after June 30, 2021 up to the date that the unaudited condensed consolidated financial statements were available to be issued, and determined that there have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Preparation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”). | Basis of Preparation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”). | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The interim condensed financial statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a quarterly report and are adequate to make the information presented not misleading. The interim condensed | ||
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company is in the process of merging with a publicly traded Special Purpose Acquisition Company (a “SPAC”), which will be accounted for as a reverse recapitalization (the “Transaction”) in accordance with U.S. GAAP. Refer to Note 1 for more information regarding the Transaction. If the Transaction were to be consummated, the surviving company will remain an emerging growth company until the earliest of (i) the last day of the Company’s first fiscal year following the fifth anniversary of the completion of the SPAC’s initial public offering, (ii) the last day of the fiscal year in which the Company has total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates non-convertible | Emerging Growth Company The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company is in the process of merging with a publicly traded Special Purpose Acquisition Company (a “SPAC”), which will be accounted for as a reverse recapitalization (the “Transaction”) in accordance with U.S. GAAP. Refer to Note 15 for more information regarding the Transaction. If the Transaction were to be consummated, the surviving company will remain an emerging growth company until the earliest of (i) the last day of the Company’s first fiscal year following the fifth anniversary of the completion of the SPAC’s initial public offering, (ii) the last day of the fiscal year in which the Company has total annual gross revenue of at least $1.07 billion, (iii) the last day of the fiscal year in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates non-convertible | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in these condensed financial statements and accompanying notes. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to revenue recognition, capitalization of internally developed software and quantum computing costs, useful lives of long-lived assets, commitments and contingencies, forecasts and assumptions used in determining the fair value of common stock and warrants for preferred stock. Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ and be affected by changes in those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP and regulations of the U.S. Securities and Exchange Commission requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition, capitalization of internally developed software and quantum computing costs, useful lives of long-lived assets, commitments and contingencies, forecasts and assumptions used in determining the fair value of stock-based compensation, derivatives, and warrants for preferred stock. Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ and be affected by changes in those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, checking deposits and money market funds. The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | ||
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. These deposits are typically in excess of insured limits. The Company’s accounts receivable are derived from revenue earned from customers primarily located in the U.S. The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable and maintains an allowance for doubtful accounts. Credit losses historically have not been material. Significant customers are those which represent more than 10% of the Company’s total revenue at each balance sheet date. The Company’s revenue from significant customers was from three customers for the three months ended June 30, 2021 and from two customers for the six months ended June 30, 2021. The Company did not have any revenue for the three and six month periods ended June 30, 2020. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. These deposits are typically in excess of insured limits. The Company’s accounts receivable are derived from revenue earned from customers primarily located in the U.S. The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable, and maintains an allowance for doubtful accounts. Credit losses historically have not been material. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance at each balance sheet date. Accounts receivable consists of current trade receivables from two customers as of December 31, 2020, and all of the Company’s revenue was from a single customer for the year ended December 31, 2019. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Due to their short-term nature, the carrying amounts reported in the Company’s financial statements approximates the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. | ||
Fair Value Measurements | Fair Value Measurements The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier GAAP fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1—observable inputs such as quoted prices in active markets; • Level 2—inputs other than the quoted prices in active markets that are observable either directly or indirectly; • Level 3—unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. Assets and liabilities that are measured at fair value on a non-recurring | ||
Net Loss Per Share of Common Stock | Loss Per Share The Company accounts for its convertible redeemable preferred stock and certain awards granted in share-based transactions that have a non-forfeitable two-class Earnings Per Share two-class Basic net loss per common share excludes dilution for potential common stock equivalents and is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, Numerator: 2021 2020 2021 2020 Net loss available to common stockholders $ (9,986 ) $ (3,667 ) $ (17,321 ) $ (6,928 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted 6,535,917 5,389,336 6,471,023 5,288,692 Net loss per share attributable to common stockholders – basic and diluted $ (1.53 ) $ (0.68 ) $ (2.68 ) $ (1.31 ) In periods with a reported net loss, the effects of anti-dilutive convertible preferred stock, stock options, unvested common stock (including unvested restricted common stock) and warrants are excluded and diluted loss per share is equal to basic loss per share. The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Convertible preferred stock, all series 22,920,739 22,920,739 22,920,739 22,920,739 Common stock options outstanding 6,146,550 4,034,607 6,020,942 3,910,415 Warrants to purchase Series B-1 2,050,463 2,050,463 2,050,463 2,050,463 Unvested common stock 536,184 175,272 377,371 298,146 Total 31,653,936 29,181,081 31,369,515 29,179,763 | Loss Per Share The Company accounts for its convertible redeemable preferred stock and certain awards granted in share-based transactions that have a non-forfeitable two-class Earnings Per Share two-class Basic net loss per common share excludes dilution for potential common stock equivalents and is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, Numerator: 2020 2019 Net loss attributable to common stockholders $ (15,424 ) $ (8,926 ) Deemed dividend to preferred stockholders — (9 ) Net loss available to common stockholders $ (15,424 ) (8,935 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders—basic 5,496,316 3,984,247 Net loss per share attributable to common stockholders—basic $ (2.81 ) $ (2.24 ) In periods with a reported net loss, the effect of anti-dilutive convertible preferred stock, stock options, unvested common stock (including unvested restricted common stock) and warrants are excluded and diluted loss per share is equal to basic loss per share. The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Year Ended December 31, 2020 2019 Convertible preferred stock, all series 22,920,739 14,793,450 Common stock options outstanding 2,231,452 1,161,572 Warrants to purchase Series B-1 2,050,463 196,620 Unvested common stock 136,644 828,938 Total 27,339,298 16,980,580 | |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not For certain tax positions, the Company uses a more-likely-than-not more-likely-than-not more-likely-than-not | ||
Recent Accounting Pronouncements | Recently Issued Accounting Standards Not Yet Adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses 2016-13 In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use 350-40): 2018-15 internal-use 350-40 In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest June 30, 2021 December 31, Billed Accounts Receivable $ 405 $ 390 Unbilled Accounts Receivable 15 — Total Accounts Receivable $ 420 $ 390 On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off. This assessment is based on management’s evaluation of past due receivables, collectability of specific accounts, historical loss experience and overall economic conditions. The Company did not have any allowance for doubtful accounts as of June 30, 2021 and December 31, 2020. | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest 2020 2019 Billed Accounts Receivable $ 390 $ — Unbilled Accounts Receivable — 100 Total $ 390 $ 100 On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off. This assessment is based on management’s evaluation of the past due receivables, collectability of specific accounts, historical loss experience and overall economic conditions. The Company did not have any allowance for doubtful accounts as of December 31, 2020 and 2019. | |
Intangible Asset, Net | Intangible Assets, Net The Company’s intangible assets include website domain costs, patents, intellectual property, and trademarks. Intangible assets with identifiable useful lives such as patents and intellectual property are initially valued at acquisition cost and are amortized over their estimated useful lives, which is generally 20 years, using the straight-line method. With respect to patents, acquisition costs include external legal and patent application costs. Intangible assets with indefinite useful lives are assessed for impairment at least annually. During the three months ended June 30, 2021 and 2020, the Company capitalized $0.3 million and $0.1 million, respectively, of intangible assets primarily related to intellectual property, and during the six months ended June 30, 2021 and 2020, the Company capitalized $1.9 million and $0.2 million, respectively. | Intangible Assets, Net The Company’s intangible assets include website domain costs, patents, intellectual property and trademarks. Intangible assets with identifiable useful lives such as patents and intellectual property are initially valued at acquisition cost and are amortized over their estimated useful lives using the straight-line method, which is generally 20 years. With respect to patents, acquisition costs include external legal and patent application costs. Intangible assets with indefinite useful lives are assessed for impairment at least annually. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation. Historical cost of fixed assets is the cost as of the date acquired. Prior to 2019, the Company built certain quantum computing systems solely for research and development purposes and these quantum computing systems were deemed to have no alternative future use. In 2019, the Company began to commercialize its quantum computing systems via the offering of QCaaS and quantum computing systems built thereafter were determined to provide a probable future economic benefit. As a result, hardware and labor costs associated with the building of such quantum computing systems were capitalized. Costs to maintain quantum computing systems are expensed as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Useful lives are as follows: Computer Equipment and Acquired Computer Software 3 – 5 years Machinery, Equipment, Furniture and Fixtures 5 – 7 years Quantum Computing Systems 2 years Leasehold Improvements Shorter of the lease-term or the estimated useful life of | ||
Capitalized Internally Developed Software | Capitalized Internally Developed Software Capitalized internally developed software, which is included in intangible assets, net, consists of costs to purchase and develop internal-use internal-use internal-use | Capitalized Internally Developed Software Capitalized internally developed software, which is included in intangible assets, net, consists of costs to purchase and develop internal-use internal-use internal-use | |
Impairment of LongLived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2020 or 2019. | ||
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use In accordance with ASC 842, Leases, The Company has opted to elect the package of practical expedients that permits it to not reassess under the new lease accounting standard, its prior conclusions for any expired or existing contracts at the application date of ASC 842, about lease identification, lease classification, and initial direct costs. The Company chose not to elect the use-of-hindsight non-lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Operating lease ROU assets also include the impact of any lease incentives. Amendments to a lease are assessed to determine if it represents a lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the modification using an incremental borrowing rate based on the information available at the commencement date. For modified leases the Company also reassesses the lease classification as of the effective date of the modification. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company used an incremental borrowing rate of 12.2% at the date of adoption. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company’s operations to determine the lease term. The Company generally uses the base, non-cancelable, | ||
Revenue Recognition | Revenue Recognition The Company derives revenue from providing access to its QCaaS and professional services related to co-developing For contracts with a fixed transaction price, the fixed fee is recognized as QCaaS subscription-based revenues on a straight-line basis over the access period. Any variable fees for usage over the contractual minimums are estimated at contract inception and recognized ratably over the access period unless such variable usage fees are probable of reversal in future periods. In those instances, variable usage fees are included in the determination of the transaction consideration once known. For contracts without fixed fees, variable usage fees are billed and recognized during the period of such usage. As of June 30, 2021, approximately $3.6 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable | Revenue Recognition The Company derives revenue from providing access to its QCaaS and professional services related to co-developing mark-up The Company applies the provisions of the FASB Accounting Standards Update (“ASU”), Revenue from Contracts with Customers To support this core principle, the Company applies the following five step approach: 1. Identify the contract with the customer 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when (or as) the entity satisfies a performance obligation The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems together with related maintenance and support. The transaction price generally includes a variable fee based on usage of its quantum computing systems and may include a fixed fee for a minimum volume of usage to be made available over a defined period of access. Fixed fee arrangements may also include a variable component whereby customers pay an amount for usage over contractual minimums contained in the contracts. For contracts with a fixed transaction price, the fixed fee is recognized as QCaaS subscription-based revenues on a straight-line basis over the access period. Any variable fees for usage over the contractual minimums are estimated at contract inception and recognized ratably over the access period, unless such variable usage fees are probable of reversal in future periods. In those instances, variable usage fees are included in the determination of the transaction consideration once known. For contracts without fixed fees, variable usage fees are billed and recognized during the period of such usage. As of December 31, 2020 and 2019, all of the revenue recognized by the Company was recognized based on transfer of service over time. There were no revenues recognized at a point in time. The Company may enter into multiple contracts with a single counterparty at or near the same time. The Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective; (ii) consideration to be paid in one contract depends on the price or performance of the other contract; and (iii) goods or services promised are a single performance obligation. The Company has entered into one revenue arrangement in which it granted warrants to the counterparty. Refer to Note 9— Warrant Transaction Agreement Billed and unbilled accounts receivable relate to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. The variable fees associated with the QCaaS are generally billed a month in arrears. Customers also have the ability to make advance payments. If a contract exists under ASC 606, advance payments are recorded as a contract liability until services are delivered or obligations are met and revenue is earned. Contract liabilities to be recognized in the succeeding 12-month non-current As of December 31, 2020, approximately $3.7 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable For contractual arrangements where consideration is paid up-front, up-front | |
Early Exercise of Stock Options | Early Exercise of Stock Options Stock options granted under the 2015 Equity Incentive Plan provide employee option holders, if approved by the Board, the right to exercise unvested options in exchange for restricted common stock, which is subject to a repurchase right held by the Company at the lower of (i) the fair market value of its common stock on the date of repurchase or (ii) the original purchase price. Early exercises of options are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises are recorded as a liability. As of June 30, 2021, and December 31, 2020, there were 521,859 and no shares, respectively, subject to repurchase related to stock options early exercised and unvested. These amounts are reclassified to common stock and additional paid-in | ||
Cost to Obtain a Contract | Cost to Obtain a Contract Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is one year or less. The Company does not pay commissions on sales to customers. | ||
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of expenses related to delivering the Company’s services, including direct labor costs, direct service costs and allocated facility costs. Cost of revenue excludes depreciation and amortization related to the Company’s quantum computing systems and related software. | ||
Research and Development | Research and Development Research and development expenses consist of personnel costs, including stock-based compensation expense, and allocated facility costs for the Company’s hardware, software and engineering personnel who design and develop the Company’s quantum computing systems and research new quantum computing technologies. Unlike a standard computer, design and development efforts continue throughout the useful life of the Company’s quantum computing systems to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs related to quantum computing systems constructed for research purposes that are not probable of providing future economic benefit and have no alternate future use. 299,946 Note 5 — Agreements with UMD and Duke | ||
Advertising costs | Advertising Costs Advertising costs are expensed as incurred and are included in general and administrative expenses and selling and marketing expenses in the statements of operations. These costs were $426 thousand and $224 thousand for the years ended December 31, 2020 and 2019, respectively. | ||
Concentrations of Credit Risk | Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock awards and the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of share-based awards, including the fair value of the Company’s common stock, the option’s expected term, the price volatility of the underlying common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company obtained third-party valuations to estimate the fair value of its common stock for purposes of measuring stock-based compensation expense. The third-party valuations were prepared using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants (“AICPA”) Accounting & Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation On January 1, 2019 the Company adopted the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718) Improvements to Nonemployee Share-based Payments On January 1, 2019 the Company adopted the FASB issued ASU 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). | ||
DMY TECHNOLOGY GROUP, INC. III [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of November 17, 2020 included in its Current Report on Form 8-K, filed November 23, 2020. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial for the audited balance sheet included in its Current Report on Form 8-K. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a $21.1 million increase to derivative liabilities and offsetting decrease to Class A common stock subject to possible redemption to the November 17, 2020 balance sheet. In connection with such analysis, as described below under “Restatement of Previously Issued Financial Statements”, the Company’s financial statements for the period from September 14, 2020 (inception) through December 31, 2020 (the “Affected Period”), was restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such period. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statement and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Amended Form 10-K/A | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Risk and Uncertainties | Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures that have been, and may in the future be, implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | ||
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements In April 2021, the audit committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase common stock that the Company issued in November 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on November 17, 2020, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity 815-40). 815-40 Therefore, the Company, in consultation with its audit committee, concluded that its previously issued Financial Statements for the Affected Period should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase common stock (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 302,370,589 $ — $ 302,370,589 Liabilities and stockholders’ equity Total current liabilities $ 1,452,449 $ — $ 1,452,449 Deferred underwriting commissions 10,500,000 — 10,500,000 Derivative warrant liabilities — 34,885,000 34,885,000 Total liabilities 11,952,449 34,885,000 46,837,449 Class A common stock, $0.0001 par value; shares subject to possible redemption 285,418,130 (34,885,000 ) 250,533,130 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 146 349 495 Class B common stock - $0.0001 par value 750 — 750 Additional paid-in-capital 5,628,386 15,584,977 21,213,363 Accumulated deficit (629,272 ) (15,585,326 ) (16,214,598 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 302,370,589 $ — $ 302,370,589 For the Period from September 14, 2020 (inception) As Previously Restatement As Restated Statement of Operations Loss from operations $ (659,837 ) $ — $ (659,837 ) Other (expense) income: Gain on marketable securities (net), dividends and interest, held in Trust Account 30,565 30,565 Financing costs - derivative warrant liabilities — (700,326 ) (700,326 ) Loss upon issuance of private placement warrants — (7,360,000 ) (7,360,000 ) Change in fair value of derivative warrant liabilities — (7,525,000 ) (7,525,000 ) Total other (expense) income 30,565 (15,585,326 ) (15,554,761 ) Net loss $ (629,272 ) $ (15,585,326 ) $ (16,214,598 ) Basic and Diluted weighted-average Class A common shares outstanding 30,000,000 — 30,000,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 7,156,250 — 7,156,250 Basic and Diluted net loss per Class B common shares $ (0.09 ) — $ (1.24 ) For the Period from September 14, 2020 (inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (629,272 ) $ (15,585,326 ) $ (16,214,598 ) Adjustment to reconcile net loss to net cash used in operating activities (3,337 ) (15,585,326 ) (15,588,663 ) Changes in operating assets and liabilities 287,813 — 287,813 Net cash used in operating activities (344,796 ) — (344,796 ) Net cash used in investing activities (300,000,000 ) — (300,000,000 ) Net cash provided by financing activities 301,914,535 — 301,914,535 Net change in cash $ 1,569,739 $ — $ 1,569,739 | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 coverage limit, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Investments Held in Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1 | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC Topic 340-10-S99-1 | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the condensed consolidated balance sheets. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses franchise tax payable, and note payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days. The fair value of investments held in Trust Account is determined using quoted prices in active markets. | |
Derivative Warrant liabilities | Derivative Warrant liabilities The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 25,053,313 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 24,057,543 and 25,053,313 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets, respectively. | |
Net Loss Per Share of Common Stock | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,500,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of | Net Loss Per Share of Common Stock The Company’s condensed consolidated statements of operations include a presentation of net loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the periods and therefore the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months For the Six Months Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 6,545 $ 53,369 Less: Company’s portion available to be withdrawn to pay taxes (6,545 ) (53,369 ) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 30,000,000 30,000,000 Basic and diluted net income per share, Class A common stock $ — $ — Class B common stock Numerator: Net loss minus net income attributable to Class A common stock Net loss $ (7,930,260 ) $ (9,957,702 ) Net income attributable to Class A common stock — — Net loss attributable to Class B common stock $ (7,930,260 ) $ (9,957,702 ) Denominator: Weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 7,500,000 7,500,000 Basic and diluted net loss per share, Class B common stock $ (1.06 ) $ (1.33 ) | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, Numerator: 2021 2020 2021 2020 Net loss available to common stockholders $ (9,986 ) $ (3,667 ) $ (17,321 ) $ (6,928 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted 6,535,917 5,389,336 6,471,023 5,288,692 Net loss per share attributable to common stockholders – basic and diluted $ (1.53 ) $ (0.68 ) $ (2.68 ) $ (1.31 ) | The following table sets forth the computation of basic loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, Numerator: 2020 2019 Net loss attributable to common stockholders $ (15,424 ) $ (8,926 ) Deemed dividend to preferred stockholders — (9 ) Net loss available to common stockholders $ (15,424 ) (8,935 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders—basic 5,496,316 3,984,247 Net loss per share attributable to common stockholders—basic $ (2.81 ) $ (2.24 ) | |
Summary of Loans and Financing Receivable | Accounts Receivable are composed of the following (in thousands): June 30, 2021 December 31, Billed Accounts Receivable $ 405 $ 390 Unbilled Accounts Receivable 15 — Total Accounts Receivable $ 420 $ 390 | Accounts receivable consists of the following at December 31, 2020 and 2019 (in thousands): 2020 2019 Billed Accounts Receivable $ 390 $ — Unbilled Accounts Receivable — 100 Total $ 390 $ 100 | |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Convertible preferred stock, all series 22,920,739 22,920,739 22,920,739 22,920,739 Common stock options outstanding 6,146,550 4,034,607 6,020,942 3,910,415 Warrants to purchase Series B-1 2,050,463 2,050,463 2,050,463 2,050,463 Unvested common stock 536,184 175,272 377,371 298,146 Total 31,653,936 29,181,081 31,369,515 29,179,763 | The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Year Ended December 31, 2020 2019 Convertible preferred stock, all series 22,920,739 14,793,450 Common stock options outstanding 2,231,452 1,161,572 Warrants to purchase Series B-1 2,050,463 196,620 Unvested common stock 136,644 828,938 Total 27,339,298 16,980,580 | |
Summary of Property Plant And Equipment Useful Life | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. Useful lives are as follows: Computer Equipment and Acquired Computer Software 3 – 5 years Machinery, Equipment, Furniture and Fixtures 5 – 7 years Quantum Computing Systems 2 years Leasehold Improvements Shorter of the lease-term or the estimated useful life of | ||
DMY TECHNOLOGY GROUP, INC. III [Member] | |||
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months For the Six Months Class A common stock Numerator: Income allocable to Class A common stock Income from investments held in Trust Account $ 6,545 $ 53,369 Less: Company’s portion available to be withdrawn to pay taxes (6,545 ) (53,369 ) Net income attributable to Class A common stock $ — $ — Denominator: Weighted average Class A common stock Basic and diluted weighted average shares outstanding, Class A common stock 30,000,000 30,000,000 Basic and diluted net income per share, Class A common stock $ — $ — Class B common stock Numerator: Net loss minus net income attributable to Class A common stock Net loss $ (7,930,260 ) $ (9,957,702 ) Net income attributable to Class A common stock — — Net loss attributable to Class B common stock $ (7,930,260 ) $ (9,957,702 ) Denominator: Weighted average Class B common stock Basic and diluted weighted average shares outstanding, Class B common stock 7,500,000 7,500,000 Basic and diluted net loss per share, Class B common stock $ (1.06 ) $ (1.33 ) | ||
Summary Of Restatement Of Balance Sheet | The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 302,370,589 $ — $ 302,370,589 Liabilities and stockholders’ equity Total current liabilities $ 1,452,449 $ — $ 1,452,449 Deferred underwriting commissions 10,500,000 — 10,500,000 Derivative warrant liabilities — 34,885,000 34,885,000 Total liabilities 11,952,449 34,885,000 46,837,449 Class A common stock, $0.0001 par value; shares subject to possible redemption 285,418,130 (34,885,000 ) 250,533,130 Stockholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 146 349 495 Class B common stock - $0.0001 par value 750 — 750 Additional paid-in-capital 5,628,386 15,584,977 21,213,363 Accumulated deficit (629,272 ) (15,585,326 ) (16,214,598 ) Total stockholders’ equity 5,000,010 — 5,000,010 Total liabilities and stockholders’ equity $ 302,370,589 $ — $ 302,370,589 | ||
Summary Of Restatement Of Statement Of Operations | For the Period from September 14, 2020 (inception) As Previously Restatement As Restated Statement of Operations Loss from operations $ (659,837 ) $ — $ (659,837 ) Other (expense) income: Gain on marketable securities (net), dividends and interest, held in Trust Account 30,565 30,565 Financing costs - derivative warrant liabilities — (700,326 ) (700,326 ) Loss upon issuance of private placement warrants — (7,360,000 ) (7,360,000 ) Change in fair value of derivative warrant liabilities — (7,525,000 ) (7,525,000 ) Total other (expense) income 30,565 (15,585,326 ) (15,554,761 ) Net loss $ (629,272 ) $ (15,585,326 ) $ (16,214,598 ) Basic and Diluted weighted-average Class A common shares outstanding 30,000,000 — 30,000,000 Basic and Diluted net income per Class A common shares $ — — $ — Basic and Diluted weighted-average Class B common shares outstanding 7,156,250 — 7,156,250 Basic and Diluted net loss per Class B common shares $ (0.09 ) — $ (1.24 ) | ||
Summary Of Restatement Of Statement Of Cash Flows | For the Period from September 14, 2020 (inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (629,272 ) $ (15,585,326 ) $ (16,214,598 ) Adjustment to reconcile net loss to net cash used in operating activities (3,337 ) (15,585,326 ) (15,588,663 ) Changes in operating assets and liabilities 287,813 — 287,813 Net cash used in operating activities (344,796 ) — (344,796 ) Net cash used in investing activities (300,000,000 ) — (300,000,000 ) Net cash provided by financing activities 301,914,535 — 301,914,535 Net change in cash $ 1,569,739 $ — $ 1,569,739 |
Property And Equipment, Net (Ta
Property And Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary Of Property And Equipment, Net | Property and equipment, net is composed of the following (in thousands): June 30, 2021 December 31, Computer equipment and acquired computer software $ 558 $ 364 Machinery, equipment, furniture, and fixtures 3,717 2,974 Leasehold improvements 810 736 Quantum computing systems 12,815 9,617 Gross Property and Equipment 17,900 13,691 Less: accumulated depreciation (2,342 ) (1,703 ) Net Property and Equipment $ 15,558 $ 11,988 | Property and equipment, net as of December 31, 2020 and 2019, are composed of the following (in thousands): 2020 2019 Computer equipment and acquired computer software $ 364 $ 253 Machinery, equipment, furniture and fixtures 2,974 1,838 Leasehold improvements 736 535 Quantum computing systems 9,617 976 Gross Property and Equipment 13,691 3,602 Less: accumulated depreciation (1,703 ) (591 ) Net Property and Equipment $ 11,988 $ 3,011 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible Assets | Intangible assets as of December 31, 2020 and 2019 are composed of the following (in thousands): December 31, 2020 Weighted (Years) Gross Accumulated Net Patents 20 $ 1,307 $ (10 ) $ 1,297 Trademark Indefinite 60 — 60 Website and other 10-20 51 (7 ) 44 Internally developed software 3 1,608 (322 ) 1,286 Total $ 3,026 $ (339 ) $ 2,687 December 31, 2019 Weighted (Years) Gross Accumulated Net Patents 20 $ 829 $ (4 ) $ 825 Trademark Indefinite 34 — 34 Website and other 10 41 (2 ) 39 Internally developed software 3 423 (45 ) 378 Total $ 1,327 $ (51 ) $ 1,276 |
Summary of the Projected Annual Amortization Expense for the Company's Intangible Assets | As of December 31, 2020, the projected annual amortization expense for the Company’s intangible assets is as follows (in thousands): Year ending December 31, 2021 $ 550 2022 505 2023 273 2024 14 2025 14 Thereafter 1,271 Total $ 2,627 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses as of December 31, 2020 and 2019 are composed of the following (in thousands): 2020 2019 Accrued salaries and other liabilities $ 46 $ 40 Accrued expenses- other 562 194 Total accrued expenses $ 608 $ 234 |
Convertible Redeemable Prefer_2
Convertible Redeemable Preferred Stock And Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Redeemable Preferred Stock And Stockholders' Deficit [Abstract] | |
Summary of Company's Common Stock Reserved for Future Issuance | The Company’s common stock reserved for future issuances are as follows: As of December 31, 2020 2019 Series A 2,000,000 2,000,000 Series B 9,753,798 9,753,798 Series B-1 11,166,941 11,166,941 Stock options outstanding 5,400,426 3,441,798 Preferred stock warrants 2,050,463 2,050,463 Shares available for future grant 1,801,680 4,186,760 Total common stock reserved 32,173,308 32,599,760 |
Warrant Transaction Agreement (
Warrant Transaction Agreement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrant Transaction Agreement [Abstract] | |
Summary of Assumptions Used to Estimate the Fair Value of the Warrant Shares | The assumptions used to estimate the fair value of the Warrant Shares granted during the year ended December 31, 2019 are as follows: At Grant Date Risk- Free Interest Rate 1.77% Expected Term (in years) 10 Expected Volatility 70% Dividend Yield — % |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of Share Based Payment Award Stock Options Valuation Assumptions | The assumptions used to estimate the fair value of stock options granted during the three and six months ended June 30, 2021 and 2020 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Risk- Free Interest Rate — % 0.48 % 0.96 % 1.30 % Expected Term (in years) — 6.69 6.26 6.18 Expected Volatility — % 72.74 % 77.04 % 70.83 % Dividend Yield — % — % — % — % | The assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Risk- Free Interest Rate 0.9 % 2.3 % Expected Term (in years) 6.46 6.34 Expected Volatility 72.5 % 66.1 % Dividend Yield — % — % |
Summary of the Stock Option Activity | A summary of the stock option activity is as follows: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2019 3,441,798 $ 0.53 8.80 $ 5.00 Granted 694,895 $ 1.88 Exercised (54,187 ) $ 0.50 Cancelled/ Forfeited (34,667 ) $ 0.49 Outstanding as of June 30, 2020 4,047,839 $ 0.76 8.54 $ 1.48 Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 5,400,426 $ 1.39 8.67 $ 44.80 Granted 1,603,709 $ 9.68 Exercised (800,092 ) $ 6.74 Cancelled/ Forfeited (84,524 ) $ 2.84 Outstanding as of June 30, 2021 6,119,519 $ 2.84 8.44 $ 204.88 Exercisable as of June 30, 2021 1,590,507 $ 0.89 7.62 $ 56.40 Exercisable and expected to vest at June 30, 2021 6,119,519 $ 2.84 8.44 $ 204.88 | A summary of the stock option activity is as follows: Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2018 2,348,196 $ 0.46 8.58 $ 1.4 Granted 2,549,791 0.56 Exercised (736,294 ) 0.40 Cancelled/ Forfeited (719,895 ) 0.54 Outstanding as of December 31, 2019 3,441,798 0.53 8.80 5.0 Granted 2,439,276 2.46 Exercised (426,452 ) 0.69 Cancelled/ Forfeited (54,196 ) 0.51 Outstanding as of December 31, 2020 5,400,426 1.39 8.67 44.8 Exercisable as of December 31, 2020 1,262,681 0.66 7.85 11.3 Exercisable and expected to vest at December 31, 2020 5,400,426 1.39 8.67 44.8 |
Summary of the Unvested Restricted Shares Activity | A summary of the unvested restricted shares activity is as follows: Number of Weighted-Average Unvested Balance as of December 31, 2018 1,187,500 $ 0.39 Vested (750,000 ) 0.39 Unvested Balance as of December 31, 2019 437,500 0.39 Vested (437,500 ) 0.39 Unvested Balance as of December 31, 2020 — $ — | |
Summary of Stock-based Compensation Expenses for Stock Options and Unvested Restricted Shares | Total stock-based compensation expense for both stock option awards and unvested restricted shares which is included in the condensed financial statements as follows (in thousands): Three Months June 30, Six Months June 30, 2021 2020 2021 2020 Cost of revenue $ 31 $ — $ 31 $ — Research and development 717 138 1,170 273 Sales and marketing 25 — 25 — General and administrative 1,670 117 2,648 227 Stock-based compensation, net of amounts capitalized 2,443 255 3,874 500 Capitalized stock-based compensation – Intangibles and fixed assets 89 20 133 31 Total stock-based compensation $ 2,532 $ 275 $ 4,007 $ 531 | Total stock-based compensation expense for both stock option awards and unvested restricted shares which is included in the financial statements as follows (in thousands): Years Ended December 31, 2020 2019 Research and development $ 716 $ 582 General and administrative 508 277 Stock-based compensation, net of amounts capitalized 1,224 859 Capitalized stock-based compensation—Intangibles and fixed assets 110 27 Capitalized stock-based compensation—Other current assets 45 — Total stock-based compensation $ 1,379 $ 886 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - dMY TECHNOLOGY GROUP, INC. III [Member] | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Summary of financial Asset measured at fair value on recurring basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 300,029,996 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 34,885,000 (1) Excludes $569 of cash balance held within the Trust Account | The following table presents information about the Company’s consolidated financial assets that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: June 30, 2021 Description Quoted Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 300,083,544 $ — $ — Liabilities: Derivative warrant liabilities $ 24,000,000 $ — $ 16,600,000 (1) Excludes $390 of cash balance held within the Trust Account. December 31, 2020 Description Quoted in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 300,029,996 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 34,885,000 (1) Excludes $569 of cash balance held within the Trust Account. |
Summary of fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: At initial As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.60 $ 10.84 Volatility 22.4%/45.5% 22.7%/44.3% Term 6.55 6.42 Dividend yield 0.0 % 0.0 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of December 31, 2020 As of June 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.84 $ 10.69 Volatility 22.7% / 40.5% / Term 6.42 5.25 Risk-free rate 0.57 % 0.91 % Dividend yield 0.0 % 0.0 % |
Summary of change in the fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities for the period from September 14, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at September 14, 2020 (inception) $ — Issuance of Public and Private Warrants 27,360,000 Change in fair value of derivative warrant liabilities 7,525,000 Derivative warrant liabilities at December 31, 2020 $ 34,885,000 | The change in the fair value of the derivative warrant liabilities for the period ended June 30, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ 34,885,000 Transfer to Level 1 (16,725,000 ) Change in fair value of derivative warrant liabilities (1,560,000 ) Level 3 - Derivative warrant liabilities at June 30, 2021 $ 16,600,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Summary of net deferred tax assets | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows: As of December 31, 2020 2019 Deferred tax assets: Non-qualified 124 35 Lease liabilities 1,176 188 Other 8 6 R&D credit carryforwards 1,733 625 Net operating loss carryforwards 13,516 6,758 Total deferred tax assets 16,557 7,612 Valuation allowance (11,747 ) (6,529 ) Total deferred tax assets net of valuation allowance 4,810 1,083 Deferred tax liabilities: Depreciation and amortization (173 ) (142 ) Right of use assets (1,135 ) (175 ) Capitalized patents (181 ) (102 ) Internally developed software (354 ) (104 ) Capitalized R&D expense (2,967 ) (560 ) Total deferred tax liabilities (4,810 ) (1,083 ) Net deferred tax assets (liabilities) — — | |
Summary of reconciliation of the statutory federal income tax rate (benefit) and effective tax rate (benefit) | The Company’s provision for income taxes differs from the amount determined by applying the applicable federal statutory tax rate to the loss before income taxes due to the valuation allowance for the net deferred income tax assets. A reconciliation of the U.S. statutory tax rate to our effective tax rate is presented below: Years Ended December 31, 2020 2019 U.S. federal statutory income tax rate 21.00 % 21.00 % State and local income taxes 6.31 % 6.25 % R&D tax credits 7.18 % 3.89 % Stock- based compensation -0.73 % -0.68 % Valuation allowance -33.83 % -30.27 % Other 0.07 % -0.19 % Effective tax rate 0.00 % 0.00 % | |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||
Summary of income tax provision (benefit) | The income tax provision (benefit) consists of the following for the period from September 14, 2020 (inception) through December 31, 2020: Current Federal $ — State — Deferred Federal (3,405,066 ) State — Valuation allowance 3,405,066 Income tax provision $ — | |
Summary of net deferred tax assets | The Company’s net deferred tax assets are as follows as of December 31, 2020: Deferred tax assets: Net operating loss carryforwards $ 3,131,639 Start-up/organizational 273,426 Total deferred tax assets 3,405,066 Valuation allowance (3,405,066 ) Deferred tax asset, net of allowance $ — | |
Summary of reconciliation of the statutory federal income tax rate (benefit) and effective tax rate (benefit) | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the period from September 14, 2020 (inception) through December 31, 2020: Statutory Federal income tax rate 21.0 % Change in Valuation Allowance (21.0 )% Income Taxes Benefit 0.0 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lease, Cost [Abstract] | |
Summary of Components of lease cost | The components of lease cost were as follows (in thousands): 2020 2019 Operating lease cost (1) Fixed lease cost $ 278 $ 155 Short-term lease cost 35 11 Total operating lease cost $ 313 $ 166 |
Summary of lease costs are reflected in the Statements of Operations and Comprehensive Loss | The lease costs are reflected in the Statements of Operations and Comprehensive Loss as follows (in thousands): Year Ended December 31 2020 2019 Research and development 263 133 General and administrative 50 33 Total 313 166 |
Summary of Supplemental cash flow and other information related to operating leases | Supplemental cash flow and other information related to operating leases was as follows (in thousands): Year Ended December 31 2020 2019 Cash payments included in the measurement of operating lease liabilities 178 146 Operating lease right-of-use 3,565 — |
Summary of maturities of operating lease liabilities | As of December 31, 2020, maturities of operating lease liabilities are as follows (in thousands): Amount Year Ending December 31, 2021 561 2022 644 2023 671 2024 750 2025 772 Thereafter 4,146 Total lease payments 7,544 Less: imputed interest (3,273 ) Present value of operating lease liabilities 4,271 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Schedule of Related Party Transactions | The Company’s results from transactions with UMD and Duke, as reflected in the Statements of Operations and Comprehensive Loss are detailed below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 796 $ 61 $ 1,336 $ 110 General and administrative 61 9 130 16 The Company has the following balances related to transactions with UMD and Duke, as reflected in the Balance Sheets: June 30, December 31, Assets Prepaid expenses and other current assets 769 1,013 Operating lease right-of-use 4,164 4,296 Other noncurrent assets 2,105 2,365 Liabilities Accounts payable 1 5 Current operating lease liabilities 559 495 Non-current 3,716 3,776 | The Company’s results from transactions with UMD and Duke, as reflected in the Statements of Operations and Comprehensive Loss are detailed below: Year Ended December 31, 2020 2019 Research and development 247 136 General and administrative 35 20 The Company has the following balances related to transactions with UMD and Duke, as reflected in the Balance Sheets: December 31, December 31, Assets Other noncurrent assets 2,365 — Prepaid expenses and other current assets 1,013 — Operating lease right-of-use 4,296 636 Liabilities Accounts payable 5 — Current operating lease liabilities 495 133 Non-current 3,776 551 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) | Mar. 07, 2021USD ($)shares | Dec. 21, 2020USD ($) | Nov. 17, 2020USD ($)$ / sharesshares | Sep. 14, 2020USD ($) | Nov. 17, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)segment$ / sharesshares | Dec. 31, 2020USD ($)segment$ / shares | Dec. 31, 2019$ / shares | |
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of operating segment | segment | 1 | 1 | ||||||||
DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Initial Public Offering, units | shares | 30,000,000 | |||||||||
Initial Public Offering, price per unit | $ / shares | $ 10 | $ 10 | ||||||||
Initial Public Offering, gross proceeds | $ 300,000,000 | $ 300,000,000 | ||||||||
Initial Public Offering, offering costs | 17,000,000 | |||||||||
Initial Public Offering, deferred underwriting commissions | $ 10,500,000 | $ 10,500,000 | ||||||||
Initial Public Offering, private placement gross proceeds | $ 8,000,000 | |||||||||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | |||||||||
Cash | $ 1,569,739 | $ 170 | $ 1,569,739 | |||||||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ / shares | $ 10 | $ 10 | ||||||||
Business Combination required completion period after Initial Public Offering | 24 months | 24 months | ||||||||
Contribution from the sponsor | $ 25,000 | |||||||||
Stock Issued During Period, Value, New Issues | [1] | 25,000 | ||||||||
Repayments of Notes Payable | $ 90,000 | |||||||||
Subscription Agreements [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Common stock, shares subscribed but unissued | shares | 35 | |||||||||
Common stock, value, subscriptions | $ 350,000,000 | |||||||||
Liquidity and Capital Resources [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Cash | 1,600,000 | 200 | $ 1,600,000 | |||||||
Net Working Capital | 888,000 | 3,300,000 | ||||||||
Interest income held in Trust account | $ 31,000 | $ 84,000 | ||||||||
Common Class A [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Initial Public Offering, price per unit | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, price per public share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||
Common Class A [Member] | Ion Trap Acquisition Inc [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Initial Public Offering, units | shares | 35,000,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 350,000,000 | |||||||||
Maximum [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | |||||||||
Public Shares redeemable amount limit of net tangible assets | 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||
Trust Account [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Initial Public Offering, price per unit | $ / shares | $ 10 | $ 10 | ||||||||
Initial Public Offering, gross proceeds | $ 300,000,000 | |||||||||
Underwriters Over Allotment [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Initial Public Offering, units | shares | 2,500,000 | |||||||||
Private Placement [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Initial Public Offering, units | shares | 4,000,000 | |||||||||
Initial Public Offering, price per unit | $ / shares | $ 2 | $ 2 | ||||||||
Initial Public Offering, private placement gross proceeds | $ 8,000,000 | |||||||||
Sponsor [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Contribution from the sponsor | 25,000 | |||||||||
Proceeds from notes payable to related party current | 121,000 | 125,000 | ||||||||
Repayments of Notes Payable | $ 90,000 | |||||||||
Due to Related Parties | 31,000 | $ 156,000 | $ 31,000 | |||||||
Sponsor [Member] | Maximum [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||||||
Proceeds from notes payable to related party current | $ 200,000 | $ 200,000 | ||||||||
[1] | This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. (see Note 4) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: Income allocable to common stock | ||||||||
Net loss | $ (17,321,000) | $ (6,928,000) | $ (15,424,000) | $ (8,926,000) | ||||
Net income (loss) attributable to common stock | $ (9,986,000) | $ (3,667,000) | (17,321,000) | (6,928,000) | (15,424,000) | (8,926,000) | ||
Deemed dividend to preferred stockholders | 0 | (9,000) | ||||||
Net loss available to common stockholders | $ (9,986,000) | $ (3,667,000) | $ (17,321,000) | $ (6,928,000) | $ (15,424,000) | $ (8,935,000) | ||
Denominator: Weighted average common stock | ||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,535,917 | 5,389,336 | 6,471,023 | 5,288,692 | 5,496,316 | 3,984,247 | ||
Basic and diluted net income per share, Class A common stock | $ (1.53) | $ (0.68) | $ (2.68) | $ (1.31) | $ (2.81) | $ (2.24) | ||
DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Numerator: Income allocable to common stock | ||||||||
Net loss | $ (16,214,598) | $ (9,957,702) | ||||||
Net income (loss) attributable to common stock | $ (7,930,260) | $ (2,027,442) | $ (16,214,598) | (9,957,702) | ||||
Common Class A [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Numerator: Income allocable to common stock | ||||||||
Income from investments held in Trust Account | 6,545 | 53,369 | ||||||
Less: Company's portion available to be withdrawn to pay taxes | (6,545) | (53,369) | ||||||
Net income (loss) attributable to common stock | $ 0 | $ 0 | ||||||
Denominator: Weighted average common stock | ||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 30,000,000 | 30,000,000 | 30,000,000 | |||||
Basic and diluted net income per share, Class A common stock | $ 0 | $ 0 | $ 0 | |||||
Common Class B [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Numerator: Income allocable to common stock | ||||||||
Net loss | $ (7,930,260) | $ (9,957,702) | ||||||
Net income (loss) attributable to common stock | 0 | $ 7,200,000 | 0 | |||||
Net loss available to common stockholders | $ (7,930,260) | $ (9,957,702) | ||||||
Denominator: Weighted average common stock | ||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 7,500,000 | 7,156,250 | 7,500,000 | |||||
Basic and diluted net income per share, Class A common stock | $ (1.06) | $ (1.24) | $ (1.33) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Balance Sheet (Parenthetical) (Detail) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Temporary Equity, Par or Stated Value Per Share | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||
Common Class A [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock, par value | 0.0001 | 0.0001 | ||||
Temporary Equity, Par or Stated Value Per Share | 0.0001 | 0.0001 | ||||
Common Class B [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Balance Sheet (Detail) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 13, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total Assets | $ 60,393,000 | $ 60,478,000 | $ 65,345,000 | |||||
Liabilities and stockholders' equity | ||||||||
Total current liabilities | 8,507,000 | 1,881,000 | 808,000 | |||||
Total liabilities | 16,984,000 | 6,775,000 | 1,359,000 | |||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 61,867,000 | |||||||
Stockholders' equity | ||||||||
Common stock, value | 1,000 | 1,000 | 1,000 | |||||
Additional paid-in-capital | 14,865,000 | 7,838,000 | 3,263,000 | |||||
Accumulated deficit | (56,926,000) | (39,605,000) | (24,181,000) | |||||
Total stockholders' equity (deficit) | (42,060,000) | $ (35,603,000) | (31,766,000) | $ (27,287,000) | $ (23,915,000) | (20,917,000) | $ (13,216,000) | |
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit | 60,393,000 | 60,478,000 | $ 65,345,000 | |||||
dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total Assets | 300,795,648 | 302,370,589 | ||||||
Liabilities and stockholders' equity | ||||||||
Total current liabilities | 4,120,210 | 1,452,449 | ||||||
Deferred underwriting commissions | 10,500,000 | 10,500,000 | ||||||
Derivative warrant liabilities | 40,600,000 | 34,885,000 | ||||||
Total liabilities | 55,220,210 | 46,837,449 | ||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 240,575,430 | 250,533,130 | ||||||
Stockholders' equity | ||||||||
Additional paid-in-capital | 31,170,964 | 21,213,363 | ||||||
Accumulated deficit | (26,172,300) | (16,214,598) | ||||||
Total stockholders' equity (deficit) | 5,000,008 | $ 5,000,008 | 5,000,010 | |||||
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit | 300,795,648 | 302,370,589 | ||||||
As Previously Reported | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total Assets | 302,370,589 | |||||||
Liabilities and stockholders' equity | ||||||||
Total current liabilities | 1,452,449 | |||||||
Deferred underwriting commissions | 10,500,000 | |||||||
Total liabilities | 11,952,449 | |||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 285,418,130 | |||||||
Stockholders' equity | ||||||||
Additional paid-in-capital | 5,628,386 | |||||||
Accumulated deficit | (629,272) | |||||||
Total stockholders' equity (deficit) | 5,000,010 | |||||||
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit | 302,370,589 | |||||||
Restatement Adjustment | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Liabilities and stockholders' equity | ||||||||
Derivative warrant liabilities | 34,885,000 | |||||||
Total liabilities | 34,885,000 | |||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | (34,885,000) | |||||||
Stockholders' equity | ||||||||
Additional paid-in-capital | 15,584,977 | |||||||
Accumulated deficit | (15,585,326) | |||||||
As Restated | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total Assets | 302,370,589 | |||||||
Liabilities and stockholders' equity | ||||||||
Total current liabilities | 1,452,449 | |||||||
Deferred underwriting commissions | 10,500,000 | |||||||
Derivative warrant liabilities | 34,885,000 | |||||||
Total liabilities | 46,837,449 | |||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 250,533,130 | |||||||
Stockholders' equity | ||||||||
Additional paid-in-capital | 21,213,363 | |||||||
Accumulated deficit | (16,214,598) | |||||||
Total stockholders' equity (deficit) | 5,000,010 | |||||||
Total Liabilities, Convertible Redeemable Preferred Stock, Warrants and Stockholders' Deficit | 302,370,589 | |||||||
Common Class A [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Stockholders' equity | ||||||||
Common stock, value | 594 | 495 | ||||||
Common Class A [Member] | As Previously Reported | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Stockholders' equity | ||||||||
Common stock, value | 146 | |||||||
Common Class A [Member] | Restatement Adjustment | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Stockholders' equity | ||||||||
Common stock, value | 349 | |||||||
Common Class A [Member] | As Restated | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Stockholders' equity | ||||||||
Common stock, value | 495 | |||||||
Common Class B [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Stockholders' equity | ||||||||
Common stock, value | $ 750 | 750 | ||||||
Common Class B [Member] | As Previously Reported | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Stockholders' equity | ||||||||
Common stock, value | 750 | |||||||
Common Class B [Member] | As Restated | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Stockholders' equity | ||||||||
Common stock, value | $ 750 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Statement Of Operations (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Prior Period Adjustment Of Income Statement [Line Items] | ||||||||
Loss from operations | $ (9,988,000) | $ (3,746,000) | $ (17,326,000) | $ (7,222,000) | $ (15,733,000) | $ (9,255,000) | ||
Other (expense) income: | ||||||||
Net loss | $ (9,986,000) | $ (3,667,000) | $ (17,321,000) | $ (6,928,000) | $ (15,424,000) | $ (8,926,000) | ||
Basic and diluted net loss per share | $ (1.53) | $ (0.68) | $ (2.68) | $ (1.31) | $ (2.81) | $ (2.24) | ||
Weighted average shares outstanding, basic and diluted | 6,535,917 | 5,389,336 | 6,471,023 | 5,288,692 | 5,496,316 | 3,984,247 | ||
dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Schedule Of Prior Period Adjustment Of Income Statement [Line Items] | ||||||||
Loss from operations | $ (426,809) | $ (659,837) | $ (4,296,108) | |||||
Other (expense) income: | ||||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 6,545 | 30,565 | 53,369 | |||||
Loss upon issuance of private placement warrants | (7,360,000) | |||||||
Change in fair value of derivative warrant liabilities | 7,510,000 | 7,525,000 | 5,715,000 | $ 6,300,000 | ||||
Total other income (expenses) | (15,554,761) | |||||||
Net loss | (7,930,260) | $ (2,027,442) | (16,214,598) | (9,957,702) | ||||
As Previously Reported | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Schedule Of Prior Period Adjustment Of Income Statement [Line Items] | ||||||||
Loss from operations | (659,837) | |||||||
Other (expense) income: | ||||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 30,565 | |||||||
Total other income (expenses) | 30,565 | |||||||
Net loss | (629,272) | |||||||
Restatement Adjustment | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Other (expense) income: | ||||||||
Financing costs - derivative warrant liabilities | (700,326) | |||||||
Loss upon issuance of private placement warrants | (7,360,000) | |||||||
Change in fair value of derivative warrant liabilities | (7,525,000) | |||||||
Total other income (expenses) | (15,585,326) | |||||||
Net loss | (15,585,326) | |||||||
As Restated | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Schedule Of Prior Period Adjustment Of Income Statement [Line Items] | ||||||||
Loss from operations | (659,837) | |||||||
Other (expense) income: | ||||||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | 30,565 | |||||||
Financing costs - derivative warrant liabilities | (700,326) | |||||||
Loss upon issuance of private placement warrants | (7,360,000) | |||||||
Change in fair value of derivative warrant liabilities | (7,525,000) | |||||||
Total other income (expenses) | (15,554,761) | |||||||
Net loss | $ (16,214,598) | |||||||
Common Class A [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Other (expense) income: | ||||||||
Net loss | $ 0 | $ 0 | ||||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | |||||
Weighted average shares outstanding, basic and diluted | 30,000,000 | 30,000,000 | 30,000,000 | |||||
Common Class A [Member] | As Previously Reported | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Other (expense) income: | ||||||||
Weighted average shares outstanding, basic and diluted | 30,000,000 | |||||||
Common Class A [Member] | As Restated | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Other (expense) income: | ||||||||
Weighted average shares outstanding, basic and diluted | 30,000,000 | |||||||
Common Class B [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Other (expense) income: | ||||||||
Net loss | $ 0 | $ 7,200,000 | $ 0 | |||||
Basic and diluted net loss per share | $ (1.06) | $ (1.24) | $ (1.33) | |||||
Weighted average shares outstanding, basic and diluted | 7,500,000 | 7,156,250 | 7,500,000 | |||||
Common Class B [Member] | As Previously Reported | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Other (expense) income: | ||||||||
Basic and diluted net loss per share | $ (0.09) | |||||||
Weighted average shares outstanding, basic and diluted | 7,156,250 | |||||||
Common Class B [Member] | As Restated | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||
Other (expense) income: | ||||||||
Basic and diluted net loss per share | $ (1.24) | |||||||
Weighted average shares outstanding, basic and diluted | 7,156,250 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Summary Of Restatement Of Statement Of Cash Flow (Detail) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items] | |||||
Net loss | $ (17,321,000) | $ (6,928,000) | $ (15,424,000) | $ (8,926,000) | |
Net cash used in operating activities | (9,821,000) | (5,979,000) | (12,007,000) | (7,721,000) | |
Net cash used in investing activities | (3,999,000) | (6,791,000) | (11,676,000) | (3,342,000) | |
Net cash provided by financing activities | 5,392,000 | 15,000 | 276,000 | 62,223,000 | |
Net change in cash and cash equivalents | (8,428,000) | $ (12,755,000) | $ (23,407,000) | $ 51,160,000 | |
DMY TECHNOLOGY GROUP, INC. III [Member] | |||||
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items] | |||||
Net loss | $ (16,214,598) | (9,957,702) | |||
Net cash used in operating activities | (344,796) | (1,694,569) | |||
Net cash used in investing activities | (300,000,000) | ||||
Net cash provided by financing activities | 301,914,535 | 125,000 | |||
Net change in cash and cash equivalents | 1,569,739 | $ (1,569,569) | |||
As Previously Reported | DMY TECHNOLOGY GROUP, INC. III [Member] | |||||
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items] | |||||
Net loss | (629,272) | ||||
Adjustment to reconcile net loss to net cash used in operating activities | (3,337) | ||||
Changes in operating assets and liabilities | 287,813 | ||||
Net cash used in operating activities | (344,796) | ||||
Net cash used in investing activities | (300,000,000) | ||||
Net cash provided by financing activities | 301,914,535 | ||||
Net change in cash and cash equivalents | 1,569,739 | ||||
Restatement Adjustment | DMY TECHNOLOGY GROUP, INC. III [Member] | |||||
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items] | |||||
Net loss | (15,585,326) | ||||
Adjustment to reconcile net loss to net cash used in operating activities | (15,585,326) | ||||
As Restated | DMY TECHNOLOGY GROUP, INC. III [Member] | |||||
Schedule Of Prior Period Adjustment Of Cash Flow Statement [Line Items] | |||||
Net loss | (16,214,598) | ||||
Adjustment to reconcile net loss to net cash used in operating activities | (15,588,663) | ||||
Changes in operating assets and liabilities | 287,813 | ||||
Net cash used in operating activities | (344,796) | ||||
Net cash used in investing activities | (300,000,000) | ||||
Net cash provided by financing activities | 301,914,535 | ||||
Net change in cash and cash equivalents | $ 1,569,739 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Loans and Financing Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 420 | $ 390 | $ 100 |
Billed Accounts Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | 405 | 390 | 0 |
Unbilled Accounts Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 15 | $ 0 | $ 100 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 31,653,936 | 29,181,081 | 31,369,515 | 29,179,763 | 27,339,298 | 16,980,580 |
Convertible preferred stock, all series | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 22,920,739 | 22,920,739 | 22,920,739 | 22,920,739 | 22,920,739 | 14,793,450 |
Common stock options outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,146,550 | 4,034,607 | 6,020,942 | 3,910,415 | 2,231,452 | 1,161,572 |
Warrants to purchase Series B-1 convertible preferred stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,050,463 | 2,050,463 | 2,050,463 | 2,050,463 | 2,050,463 | 196,620 |
Unvested common stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 536,184 | 175,272 | 377,371 | 298,146 | 136,644 | 828,938 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Property Plant And Equipment Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery Equipment Furniture And Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery Equipment Furniture And Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Quantum Computing System [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of the lease-term or the estimated useful life of the related asset |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 17, 2020 | Jan. 01, 2019 | |
Significant Accounting Policies [Line Items] | ||||||||||||
Increase decrease in common stoc subject to possible redemption | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
General and administrative expenses | 2,904,000 | $ 609,000 | 5,860,000 | $ 1,113,000 | 3,547,000 | 1,843,000 | ||||||
Net loss available to common stockholders | (9,986,000) | (3,667,000) | (17,321,000) | (6,928,000) | (15,424,000) | (8,926,000) | ||||||
Total annual gross revenue | $ 1,070,000,000 | 1,070,000,000 | ||||||||||
Amortization of intangible assets | 288,000 | 49,000 | ||||||||||
Intangible asset capitalized during period | $ 1,200,000,000 | 423,000 | ||||||||||
Finite lived intangible asset, useful life | 20 years | 20 years | ||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 4,800,000 | $ 4,800,000 | ||||||||||
Stock subject to repurchase related to stock options early exercised and unvested | 521,859 | 0 | 521,859 | 0 | ||||||||
Revenue, remaining performance obligation, amount | $ 3,600,000 | $ 3,600,000 | $ 200,000 | $ 100,000 | ||||||||
Allowance for doubtful accounts | 0 | $ 0 | 0 | $ 0 | 0 | |||||||
Impairment of Long-Lived Assets to be Disposed of | 0 | 0 | ||||||||||
Finance Lease, Liability | 0 | 0 | 0 | |||||||||
Operating Lease, Right-of-Use Asset | 4,164,000 | 4,296,000 | 4,164,000 | 4,296,000 | 636,000 | $ 2,800,000 | ||||||
Operating Lease, Liability | $ 4,271,000 | $ 4,271,000 | 2,800,000 | |||||||||
Incremental borrowing rate | 12.20% | 12.20% | ||||||||||
Advertising Expense | $ 426,000 | 224,000 | ||||||||||
Accounting Standards Update 2019-01 [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Operating Lease, Right-of-Use Asset | 705,000 | |||||||||||
Operating Lease, Liability | $ 733,000 | |||||||||||
ASC 606 [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Revenue, remaining performance obligation, amount | $ 3,700,000 | 3,700,000 | $ 240,000 | $ 240,000 | ||||||||
Common Stock Subject to Mandatory Redemption [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Increase decrease in common stoc subject to possible redemption | $ 21,100,000 | |||||||||||
DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Federal depository insurance coverage limit | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||
Cash equivalents | 0 | $ 0 | $ 0 | 0 | ||||||||
Restricted investments maturity | 185 days | 185 days | ||||||||||
Offering cost | $ 16,277,262 | |||||||||||
General and administrative expenses | 376,809 | 601,705 | $ 4,194,577 | |||||||||
Loss upon issuance of private placement warrants | (7,360,000) | |||||||||||
Net loss available to common stockholders | (7,930,260) | $ (2,027,442) | (16,214,598) | (9,957,702) | ||||||||
Minimum [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Market value of the Company's common stock | $ 700,000,000 | $ 700,000,000 | ||||||||||
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Minimum [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 10.00% | 10.00% | ||||||||||
Intellectual Property [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Intangible asset capitalized during period | 300,000 | 100,000 | $ 1,900,000 | 200,000 | ||||||||
Software and Software Development Costs [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Amortization of intangible assets | 200,000 | 100,000 | 300,000 | 100,000 | $ 277,000 | $ 45,000 | ||||||
Intangible asset capitalized during period | 500,000 | $ 300,000 | $ 800,000 | $ 500,000 | ||||||||
Finite lived intangible asset, useful life | 3 years | 3 years | ||||||||||
Non Convertible Debt Securities [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Proceeds from Issuance of Debt | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||
Private Placement Warrants [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Loss upon issuance of private placement warrants | 7,400,000 | |||||||||||
IPO [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Financing cost attributable to derivative warrant liabilities | 700,000 | |||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | 16,300,000 | |||||||||||
Financing costs - derivative warrant liabilities | 700,000 | |||||||||||
Offering cost | 16,300,000 | |||||||||||
Class A Shares [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Temporary equity, accretion to redemption value | 25,053,313 | 24,057,543 | 25,053,313 | |||||||||
Increase decrease in common stoc subject to possible redemption | 594 | 495 | 594 | 495 | ||||||||
Dilutive securities | 11,500,000 | |||||||||||
Franchise Taxes | 31,000 | |||||||||||
Net loss available to common stockholders | 0 | 0 | ||||||||||
Class B Shares [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Increase decrease in common stoc subject to possible redemption | 750 | 750 | 750 | 750 | ||||||||
Temporary equity, net income | 31,000 | |||||||||||
Franchise Taxes | 28,000 | |||||||||||
General and administrative expenses | 602,000 | |||||||||||
Net loss available to common stockholders | $ 0 | 7,200,000 | $ 0 | |||||||||
Class B Shares [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | Warrant [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Derivative Liability | 700,000 | 700,000 | ||||||||||
Class B Shares [Member] | Private Placement Warrants [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Fair value of derivative warrant liabilities | $ 7,500,000 | $ 7,500,000 |
Property And Equipment, Net - S
Property And Equipment, Net - Summary Of Property And Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 17,900 | $ 13,691 | $ 3,602 |
Less: accumulated depreciation | (2,342) | (1,703) | (591) |
Net Property and Equipment | 15,558 | 11,988 | 3,011 |
Computer equipment and acquired computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 558 | 364 | 253 |
Machinery, equipment, furniture, and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,717 | 2,974 | 1,838 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 810 | 736 | 535 |
Quantum computing systems [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 12,815 | $ 9,617 | $ 976 |
Property And Equipment, Net - A
Property And Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 300 | $ 300 | $ 600 | $ 500 | $ 1,100 | $ 354 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Intangible Assets Finite And Indefinite Lived [Line Items] | |||
Weighted Average Useful Life (Years) | 20 years | 20 years | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (339) | $ (51) | |
Finite-Lived Intangible Assets, Net Amount | 2,627 | ||
Intangible Assets, Gross Carrying Amount | 3,026 | 1,327 | |
Intangible assets, Net Amount | $ 5,110 | $ 2,687 | $ 1,276 |
Patents [Member] | |||
Disclosure Of Intangible Assets Finite And Indefinite Lived [Line Items] | |||
Weighted Average Useful Life (Years) | 20 years | 20 years | |
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 1,307 | $ 829 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (10) | (4) | |
Finite-Lived Intangible Assets, Net Amount | 1,297 | 825 | |
Trade Names [Member] | |||
Disclosure Of Intangible Assets Finite And Indefinite Lived [Line Items] | |||
Indefinite-lived Intangible Assets | 60 | $ 34 | |
Website and Other [Member] | |||
Disclosure Of Intangible Assets Finite And Indefinite Lived [Line Items] | |||
Weighted Average Useful Life (Years) | 10 years | ||
Finite-Lived Intangible Assets, Gross Carrying Amount | 51 | $ 41 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (7) | (2) | |
Finite-Lived Intangible Assets, Net Amount | $ 44 | $ 39 | |
Website and Other [Member] | Minimum [Member] | |||
Disclosure Of Intangible Assets Finite And Indefinite Lived [Line Items] | |||
Weighted Average Useful Life (Years) | 10 years | ||
Website and Other [Member] | Maximum [Member] | |||
Disclosure Of Intangible Assets Finite And Indefinite Lived [Line Items] | |||
Weighted Average Useful Life (Years) | 20 years | ||
Software Development [Member] | |||
Disclosure Of Intangible Assets Finite And Indefinite Lived [Line Items] | |||
Weighted Average Useful Life (Years) | 3 years | 3 years | |
Finite-Lived Intangible Assets, Gross Carrying Amount | $ 1,608 | $ 423 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (322) | (45) | |
Finite-Lived Intangible Assets, Net Amount | $ 1,286 | $ 378 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Finite lived intangible assets amortization expense | $ 288 | $ 49 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of the Projected Annual Amortization Expense for the Company's Intangible Assets (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2021 | $ 550 |
2022 | 505 |
2023 | 273 |
2024 | 14 |
2025 | 14 |
Thereafter | 1,271 |
Total | $ 2,627 |
Agreements With UMD And DUKE -
Agreements With UMD And DUKE - Additional information (Detail) - USD ($) $ in Thousands | Feb. 04, 2021 | Feb. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Agreement Disclosure [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance | 32,173,308 | 32,599,760 | |||||||
Research and development expense | $ 5,477 | $ 2,696 | $ 9,131 | $ 5,304 | $ 10,157 | $ 6,889 | |||
Percentage of common stock holding | 0.50% | 0.50% | 0.50% | ||||||
Common stock, shares issued | 6,635,988 | 6,635,988 | 6,262,460 | 5,536,062 | |||||
Stock shares issued during the period for services, value | $ 2,903 | ||||||||
Common Stock [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Stock shares issued during the period for services, shares | 299,946 | ||||||||
University Of Maryland [Member] | Prospective Sale Or Liquidation Of The Company [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Common stock shares contingently issuable | 111,002 | ||||||||
Option Agreement [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Agreement, option to extend | extend another year | extend another year | |||||||
Option Agreement [Member] | University Of Maryland [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Agreement term | 5 years | 5 years | |||||||
Common stock, capital shares reserved for future issuance | 158,825 | 158,825 | 158,825 | ||||||
Option Agreement [Member] | University Of Maryland [Member] | Common Stock [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Stock issued during the period purchase of assets | 31,765 | 31,765 | |||||||
Option Agreement [Member] | Duke [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Agreement term | 5 years | ||||||||
Common stock, capital shares reserved for future issuance | 158,825 | ||||||||
Research and development expense | $ 100 | $ 0 | $ 300 | $ 0 | |||||
Option Agreement [Member] | Duke [Member] | Common Stock [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Stock issued during the period purchase of assets | 31,765 | ||||||||
Option Agreement [Member] | University Of Maryland And Duke [Member] | Patents [Member] | Initial Patents Received [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Stock issued during the period purchase of assets | 35,294 | ||||||||
Amended License Agreement [Member] | University Of Maryland [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Option agreement indexed to equity, shares available for issuance, fair value | $ 1,600 | ||||||||
Amended License Agreement [Member] | University Of Maryland [Member] | Common Stock [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Stock issued during the period purchase of assets | 63,530 | ||||||||
Amended Option Agreement [Member] | University Of Maryland [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Research and development expense | 500 | 700 | |||||||
Option agreement indexed to equity, shares available for issuance, fair value | $ 800 | ||||||||
Amended Option Agreement [Member] | University Of Maryland [Member] | Common Stock [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Option agreement, remaining number of shares available for issuance | 31,765 | ||||||||
Amended Option Agreement [Member] | Duke [Member] | Research And Development Services [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Research and development expense | $ 19 | ||||||||
Extended date of agreement | Jul. 15, 2026 | ||||||||
Stock shares issued during the period for services, shares | 299,946 | ||||||||
Stock shares issued during the period for services, value | $ 737 | $ 2,381 | $ 2,900 | ||||||
Prepaid expenses non current | $ 2,900 | ||||||||
Amended Option Agreement [Member] | Duke [Member] | Common Stock [Member] | Research And Development Services [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Stock shares issued during the period for services, shares | 95,295 | 95,295 | |||||||
License And Option Agreement [Member] | University Of Maryland [Member] | Intellectual Property [Member] | For The Acquisition Of Intellectual Property Rights [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Common stock, shares issued | 81,177 | ||||||||
License And Option Agreement [Member] | Duke [Member] | Intellectual Property [Member] | For The Acquisition Of Intellectual Property Rights [Member] | |||||||||
Agreement Disclosure [Line Items] | |||||||||
Common stock, shares issued | 81,177 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | |||
Accrued salaries and other liabilities | $ 46 | $ 40 | |
Accrued expenses- other | 562 | 194 | |
Total accrued expenses | $ 1,688 | $ 608 | $ 234 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - dMY TECHNOLOGY GROUP, INC. III [Member] - USD ($) | Nov. 17, 2020 | Dec. 31, 2020 |
Initial Public Offering [Line Items] | ||
Initial Public Offering, units | 30,000,000 | |
Initial Public Offering, price per unit | $ 10 | |
Initial Public Offering, gross proceeds | $ 300,000,000 | $ 300,000,000 |
Initial Public Offering, offering costs | 17,000,000 | |
Initial Public Offering, deferred underwriting commissions | $ 10,500,000 | |
Class A Shares [Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering, price per unit | $ 11.50 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering, units | 30,000,000 | |
Initial Public Offering, price per unit | $ 10 | |
Initial Public Offering, gross proceeds | $ 300,000,000 | |
Initial Public Offering, offering costs | 17,000,000 | |
Initial Public Offering, deferred underwriting commissions | $ 10,500,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering, units | 2,500,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - dMY TECHNOLOGY GROUP, INC. III [Member] - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Underwriting discount | $ 0.20 | $ 0.20 |
Underwriting discount aggregate amount | $ 6,000 | $ 6,000 |
Additional fee per unit | $ 0.35 | $ 0.35 |
Deferred underwriting commissions in connection with the initial public offering | $ 10,500 | $ 10,500 |
Convertible Redeemable Prefer_3
Convertible Redeemable Preferred Stock And Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2019 | Sep. 30, 2015 | Jun. 30, 2021 | Dec. 31, 2015 | Nov. 30, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Temporary equity stock issued during the period shares | 0 | ||||||||||
Percentage of equity holding transferred which triggers redemption of temporary equity | 50.00% | 50.00% | |||||||||
Stock shares issued during the period for services value | $ 2,903 | ||||||||||
Founder [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Shares issued price per share | $ 0.0025 | ||||||||||
Stock issued during period shares new issues | 4,000,000 | ||||||||||
Common stock shares subject to repurchase | 3,000,000 | ||||||||||
Number of days after which the repurchase period shall commence | 120 days | ||||||||||
Percentage of shares subject to restriction per month | 2.08% | ||||||||||
Duke [Member] | Amended Option Agreement [Member] | Research And Development Services [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Stock issued during period shares for services | 299,946 | ||||||||||
Stock shares issued during the period for services value | $ 737 | $ 2,381 | $ 2,900 | ||||||||
Condition For Conversion Of Temporary Equity Into Permanent Equity [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Shares issued price per share | $ 8.36355 | $ 8.36355 | |||||||||
Additional Patents [Member] | University Of Maryland [Member] | Option Agreement [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Stock issued during the period purchase of assets | 31,765 | ||||||||||
Additional Patents [Member] | University Of Maryland [Member] | Amended Option Agreement [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Stock issued during period value purchase of assets | $ 52 | ||||||||||
Forecast [Member] | Prospective Qualified Offering [Member] | Condition For Conversion Of Temporary Equity Into Permanent Equity [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 50,000 | $ 50,000 | |||||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Temporary equity par or stated value per share | $ 1 | ||||||||||
Temporary equity stock issued during the period shares | 2,000,000 | ||||||||||
Proceeds from redeemable convertible preferred stock net of issuance costs | $ 1,900 | ||||||||||
Adjustment to additional paid in capital stock issuance costs | $ 75 | ||||||||||
Temporary equity liquidation preference per share | $ 5.5757 | ||||||||||
Temporary equity conversion price per share | $ 1 | $ 1 | |||||||||
Percentage of temporary equity holdings by investors to approve conversion into permanent equity | 60.00% | 60.00% | |||||||||
Temporary equity dividend per share | $ 0.08 | $ 0.08 | |||||||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Temporary equity par or stated value per share | $ 2.10 | $ 2.10 | |||||||||
Temporary equity stock issued during the period shares | 28,571 | 6,794,278 | |||||||||
Proceeds from redeemable convertible preferred stock net of issuance costs | $ 60 | $ 14,200 | |||||||||
Adjustment to additional paid in capital stock issuance costs | $ 0 | $ 99 | |||||||||
Temporary equity liquidation preference per share | 2.10 | ||||||||||
Temporary equity conversion price per share | $ 2.10 | $ 2.10 | |||||||||
Percentage of temporary equity holdings by investors to approve conversion into permanent equity | 60.00% | 60.00% | |||||||||
Temporary equity dividend per share | $ 0.168 | $ 0.168 | |||||||||
Number of additional shares of temporary authorized which is eligible to be issued | 1,100,000 | ||||||||||
Temporary equity additional shares issued | 29,000 | ||||||||||
Temporary equity deemed dividends | $ 9 | ||||||||||
Series B Redeemable Convertible Preferred Stock [Member] | Technical Milestone [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Temporary equity par or stated value per share | $ 2.10 | ||||||||||
Temporary equity stock issued during the period shares | 2,930,949 | ||||||||||
Proceeds from redeemable convertible preferred stock net of issuance costs | $ 6,100 | ||||||||||
Adjustment to additional paid in capital stock issuance costs | 22 | ||||||||||
Fair value of contingent forward contract liability | $ 679 | ||||||||||
Series B-1 Redeemable Convertible Preferred Stock [Member] | |||||||||||
Convertible Redeemable Preferred Stock And Stockholders Equity [Line Items] | |||||||||||
Temporary equity par or stated value per share | $ 5.5757 | ||||||||||
Temporary equity stock issued during the period shares | 11,166,941 | ||||||||||
Proceeds from redeemable convertible preferred stock net of issuance costs | $ 61,900 | ||||||||||
Adjustment to additional paid in capital stock issuance costs | $ 396 | ||||||||||
Temporary equity liquidation preference per share | 1 | ||||||||||
Temporary equity conversion price per share | $ 5.58 | $ 5.58 | |||||||||
Percentage of temporary equity holdings by investors to approve conversion into permanent equity | 60.00% | 60.00% | |||||||||
Temporary equity dividend per share | $ 0.4461 | $ 0.4461 |
Convertible Redeemable Prefer_4
Convertible Redeemable Preferred Stock And Stockholders' Deficit - Summary of Company's Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 32,173,308 | 32,599,760 |
Series A [Member] | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 2,000,000 | 2,000,000 |
Series B [Member] | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 9,753,798 | 9,753,798 |
Series B-1 [Member] | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 11,166,941 | 11,166,941 |
Stock Options Outstanding [Member] | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 5,400,426 | 3,441,798 |
Preferred Stock Warrants [Member] | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 2,050,463 | 2,050,463 |
Shares Available for Future Grant [Member] | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 1,801,680 | 4,186,760 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Nov. 17, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 27, 2020 | Nov. 12, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 39,600,000 | 39,600,000 | 39,600,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 6,262,460 | 6,635,988 | 5,536,062 | ||||
Common stock, shares outstanding | 6,262,460 | 6,635,988 | 5,536,062 | ||||
dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock voting right | Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. | Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. | |||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Initial Public Offering, units | 30,000,000 | ||||||
Over-Allotment Option [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Class of Stock [Line Items] | |||||||
Initial Public Offering, units | 2,500,000 | ||||||
Class A Shares [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 4,946,687 | 5,942,457 | |||||
Shares issued in the IPO | 30,000,000 | 30,000,000 | |||||
Common stock, shares outstanding | 4,946,687 | 5,942,457 | |||||
Common stock shares issuable upon conversion | the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) | the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders) | |||||
Common stock subject to possible redemption | 25,053,313 | 24,057,543 | |||||
Class B Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Initial Public Offering, units | 2,500,000 | ||||||
Class B Shares [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 7,187,500 | 7,500,000 | 7,500,000 | ||||
Common stock, shares outstanding | 7,500,000 | 7,500,000 | 7,906,250 | ||||
Common stock shares issued including shares subject to forfeiture | 1,031,250 | 1,031,250 | |||||
Initial stockholders own Company's issued and outstanding common stock after the initial public offering | 20.00% | 20.00% | |||||
Reverse stock split description | one-for-one basis, subject to adjustment for stock splits | one-for-one basis, subject to adjustment for stock splits | |||||
Common stock shares no longer subject to forfeiture | 625,000 | ||||||
Common stock subject to possible redemption | 625,000 | ||||||
Initial Public Offering, units | 2,500,000 | ||||||
Class B Shares [Member] | Over-Allotment Option [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock shares no longer subject to forfeiture | 406,250 | ||||||
Initial Public Offering, units | 2,500,000 | ||||||
Common stock, shares subscribed but unissued | 2,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | Sep. 14, 2020 | Aug. 18, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Exercise price per warrant | $ 5.58 | $ 5.58 | ||
dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Public Warrants will become exercisable | on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering | on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering | ||
Public warrant for redemption price | at a price of $0.01 per warrant | at a price of $0.01 per warrant | ||
Public warrants expire date | upon a minimum of 30 days’ prior written notice of redemption | upon a minimum of 30 days’ prior written notice of redemption | ||
Common Stock Price Equals To Or Exceeds Ten Dollars [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Warrant redemption trigger price subject to adjustment | $ 10 | $ 10 | ||
Public Warrants [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Number of warrants or rights outstanding | 7,500,000 | 7,500,000 | ||
Exercise price per warrant | $ 3.20 | |||
Private Placement Warrants [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Number of warrants or rights outstanding | 4,000,000 | |||
Common Class A [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Exercise price per warrant | $ 11.50 | |||
Common Class A [Member] | Redemption Price One [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Number of days of notice to be given to warrant holders before redemption | 30 days | |||
Redemption price of warrants per unit | $ 0.01 | |||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | 20 days | ||
Number of trading days | 30 days | 30 days | ||
Number of days from consummation of business combination within which registration statement shall be issued | 30 days | |||
Common Class A [Member] | Redemption Price Two [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Number of days of notice to be given to warrant holders before redemption | 30 days | |||
Redemption price of warrants per unit | $ 0.10 | |||
Number of consecutive trading days for which the stock price is to be maintained | 20 days | 20 days | ||
Number of trading days | 30 days | 30 days | ||
Number of days from consummation of business combination within which registration statement shall be issued | 30 days | |||
Common Class A [Member] | Maximum [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Issue price at closing of its initial business combination | $ 9.20 | $ 9.20 | ||
Number of shares of common stock excercisable per warrant | 0.361 | 0.361 | ||
Common Class A [Member] | Minimum [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Warrant exercise price, description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | ||
The aggregate gross proceeds from such issuances | 60.00% | |||
Common Class A [Member] | Minimum [Member] | Redemption Price One [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Share price | $ 18 | |||
Common Class A [Member] | Minimum [Member] | Redemption Price Two [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Share price | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Detail) - dMY TECHNOLOGY GROUP, INC. III [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 24,000,000 | $ 0 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments held in Trust Account | 300,083,544 | 300,029,996 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | Fair Value, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments held in Trust Account | 300,029,996 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments held in Trust Account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 16,600,000 | 34,885,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 34,885,000 | |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments held in Trust Account | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Parenthetical) (Detail) - dMY TECHNOLOGY GROUP, INC. III [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash | $ 170 | $ 1,569,739 |
U.S. Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Cash | $ 390 | $ 569 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of fair value measurements inputs (Detail) | Jun. 30, 2021yr | Dec. 31, 2020yr | Sep. 14, 2020yr | Dec. 31, 2019 |
Measurement Input, Exercise Price [Member] | Fair Value, Inputs, Level 3 [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | 11.50 | |
Measurement Input, Share Price [Member] | Fair Value, Inputs, Level 3 [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 10.69 | 10.84 | 9.60 | |
Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 70 | |||
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 40.5 | 22.7 | 22.4 | |
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 45.2 | 44.3 | 45.5 | |
Measurement Input, Expected Term [Member] | Fair Value, Inputs, Level 3 [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 5.25 | 6.42 | 6.55 | |
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 1.77 | |||
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 3 [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.91 | 0.57 | ||
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||
Measurement Input, Expected Dividend Rate [Member] | Fair Value, Inputs, Level 3 [Member] | DMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
Fair Value Measurements -Summar
Fair Value Measurements -Summary of change in the fair value of the derivative warrant liabilities (Detail) - dMY TECHNOLOGY GROUP, INC. III [Member] - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||
Change in fair value of derivative warrant liabilities | $ 7,510,000 | $ 7,525,000 | $ 5,715,000 | $ 6,300,000 |
Level 3 | ||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||
Derivative warrant liabilities at December 31, 2020 | 0 | 34,885,000 | ||
Issuance of Public and Private Warrants | 27,360,000 | |||
Transfer to Level 1 | (16,725,000) | |||
Change in fair value of derivative warrant liabilities | 7,525,000 | (1,560,000) | ||
Derivative warrant liabilities at June 30, 2021 | $ 16,600,000 | $ 34,885,000 | $ 16,600,000 | $ 34,885,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||
Class of warrants, exercise price per share | $ 5.58 | $ 5.58 | $ 5.58 | $ 5.58 |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||
Change in fair value of derivative warrant liabilities | $ 7,510,000 | $ 7,525,000 | $ 5,715,000 | $ 6,300,000 |
Fair value transfers between the amount | $ 0 | |||
Public Warrants [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||
Class of warrants, exercise price per share | $ 3.20 | $ 3.20 |
Income Taxes - Summary of inco
Income Taxes - Summary of income tax provision (benefit) (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred | |||||||
Valuation allowance | $ 11,747,000 | $ 11,747,000 | $ 6,529,000 | ||||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | |
dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Current | |||||||
Federal | 0 | ||||||
State | 0 | ||||||
Deferred | |||||||
Federal | (3,405,066) | ||||||
State | 0 | ||||||
Valuation allowance | 3,405,066 | $ 3,405,066 | |||||
Income tax provision | $ 0 |
Income Taxes - Summary of net
Income Taxes - Summary of net deferred tax assets (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Non-qualified stock compensation | $ 124,000 | $ 35,000 |
Lease liabilities | 1,176,000 | 188,000 |
Other | 8,000 | 6,000 |
R&D credit carryforwards | 1,733,000 | 625,000 |
Net operating loss carryforwards | 13,516,000 | 6,758,000 |
Total deferred tax assets | 16,557,000 | 7,612,000 |
Valuation allowance | (11,747,000) | (6,529,000) |
Total deferred tax assets net of valuation allowance | 4,810,000 | 1,083,000 |
Deferred tax liabilities: | ||
Depreciation and amortization | (173,000) | (142,000) |
Right of use assets | (1,135,000) | (175,000) |
Capitalized patents | (181,000) | (102,000) |
Internally developed software | (354,000) | (104,000) |
Capitalized R&D expense | (2,967,000) | (560,000) |
Total deferred tax liabilities | (4,810,000) | (1,083,000) |
Net deferred tax assets (liabilities) | 0 | $ 0 |
dMY TECHNOLOGY GROUP, INC. III [Member] | ||
Deferred tax assets: | ||
Start-up/organizational costs | 273,426 | |
Net operating loss carryforwards | 3,131,639 | |
Total deferred tax assets | 3,405,066 | |
Valuation allowance | (3,405,066) | |
Total deferred tax assets net of valuation allowance | $ 0 |
Income Taxes - Summary of recon
Income Taxes - Summary of reconciliation of the statutory federal income tax rate (benefit) and effective tax rate (benefit) (Detail) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory Federal income tax rate | 21.00% | 21.00% | |
State and local income taxes | 6.31% | 6.25% | |
R&D tax credits | 7.18% | 3.89% | |
Stock- based compensation | (0.73%) | (0.68%) | |
Change in Valuation Allowance | (33.83%) | (30.27%) | |
Other | 0.07% | (0.19%) | |
Income Taxes Benefit | 0.00% | 0.00% | |
dMY TECHNOLOGY GROUP, INC. III [Member] | |||
Statutory Federal income tax rate | 21.00% | ||
Change in Valuation Allowance | (21.00%) | ||
Income Taxes Benefit | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||||||
Benefit for income taxes | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Net operating loss carryforwards | $ 49,400,000 | 49,400,000 | 24,700,000 | ||||
Tax credit carry forward | $ 1,700,000 | $ 1,700,000 | $ 625,000 | ||||
Tax Credit Carry forwards Expiration Start Year | 2025 | ||||||
Tax Credit Carry forwards Expiration End Year | 2040 | ||||||
Tax credit carryforward limitations on use | The tax credit carryforwards will expire between 2025 and 2040. | ||||||
Percentage of stock owned by shareholder | 5.00% | 5.00% | |||||
Percentage of increase of stock owned By shareholder | 50.00% | ||||||
Testing Period In which Shareholding Increase By Shareholder Considered | 3 years | ||||||
Valuation allowance deferred tax asset increase amount | $ 5,200,000 | ||||||
Income tax examination description | The current tax years that are subject for examination are tax years 2017 through 2019, although tax years dating back to 2015 remain open up to the tax attribute amounts carried forward for future use. | ||||||
Years of statute of limitations by major tax Jurisdictions | 3 years | ||||||
dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | |||||
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued | 0 | $ 0 | |||||
Benefit for income taxes | $ 0 | ||||||
Expirable [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating Loss Carry forwards Expiration Year | 2036 | ||||||
Operating loss carryforwards limitations on use | The Company’s net operating loss carryforwards generated prior to January 1, 2018 will begin to expire, if not utilized, in 2036 | ||||||
Non Expirable [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating loss carryforwards limitations on use | The Company’s net operating loss carryforwards generated after December 31, 2017 will carry forward indefinitely. |
Warrant Transaction Agreement -
Warrant Transaction Agreement - Summary of Assumptions Used to Estimate the Fair Value of the Warrant Shares (Detail) | Dec. 31, 2019 |
Risk- Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 1.77 |
Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, term | 10 years |
Expected Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 70 |
Dividend Yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0 |
Warrant Transaction Agreement_2
Warrant Transaction Agreement - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2020 | Nov. 30, 2019 | |
Warrant Transaction Agreement [Abstract] | |||||
Class of warrant or right, number of securities called by warrants or rights | 2,050,463 | ||||
Warrant amortization | $ 100,000 | $ 0 | $ 38,000 | ||
Percent of warrant shares will vest and be immediately exercisable | 6.50% | 6.50% | |||
Class of warrant or right, exercise price of warrants or rights | $ 5.58 | $ 5.58 | |||
Fair value of the warrant shares | $ 8,700,000 | $ 8,700,000 | |||
Fair value of warrants vested | 600,000 | $ 566,000 | |||
Fair value of the unamortized warrants | $ 400,000 |
Share Based Compensation - Summ
Share Based Compensation - Summary Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||||
Risk- Free Interest Rate | 0.00% | 0.48% | 0.96% | 1.30% | 0.90% | 2.30% |
Expected Term (in years) | 6 years 8 months 8 days | 6 years 3 months 3 days | 6 years 2 months 4 days | 6 years 5 months 15 days | 6 years 4 months 2 days | |
Expected Volatility | 0.00% | 72.74% | 77.04% | 70.83% | 72.50% | 66.10% |
Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Share Based Compensation - Su_2
Share Based Compensation - Summary of the Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Option Shares, Beginning Balance | 5,400,426 | 3,441,798 | 3,441,798 | 2,348,196 | |
Number of Option Shares, Granted | 1,603,709 | 694,895 | 2,439,276 | 2,549,791 | |
Number of Option Shares, Exercised | (800,092) | (54,187) | (426,452) | (736,294) | |
Number of Option Shares, Cancelled/ Forfeited | (84,524) | (34,667) | (54,196) | (719,895) | |
Number of Option Shares, Ending Balance | 6,119,519 | 4,047,839 | 5,400,426 | 3,441,798 | 2,348,196 |
Number of Option Shares, Exercisable | 1,590,507 | 1,262,681 | |||
Number of Option Shares, Exercisable and expected to vest | 6,119,519 | 5,400,426 | |||
Weighted Average Exercise Price, Beginning Balance | $ 1.39 | $ 0.53 | $ 0.53 | $ 0.46 | |
Weighted Average Exercise Price, Granted | 9.68 | 1.88 | 2.46 | 0.56 | |
Weighted Average Exercise Price, Exercised | 6.74 | 0.50 | 0.69 | 0.40 | |
Weighted Average Exercise Price, Cancelled/ Forfeited | 2.84 | 0.49 | 0.51 | 0.54 | |
Weighted Average Exercise Price, Ending Balance | 2.84 | $ 0.76 | 1.39 | $ 0.53 | $ 0.46 |
Weighted Average Exercise Price, Exercisable | 0.89 | 0.66 | |||
Weighted Average Exercise Price, Exercisable and expected to vest | $ 2.84 | $ 1.39 | |||
Weighted-average Remaining Contractual Term, Outstanding | 8 years 5 months 8 days | 8 years 6 months 14 days | 8 years 8 months 1 day | 8 years 9 months 18 days | 8 years 6 months 29 days |
Weighted-average Remaining Contractual Term, Exercisable | 7 years 7 months 13 days | 7 years 10 months 6 days | |||
Weighted-average Remaining Contractual Term, Exercisable and expected to vest | 8 years 5 months 8 days | 8 years 8 months 1 day | |||
Aggregate Intrinsic Value, Outstanding | $ 204,880 | $ 1,480 | $ 44,800 | $ 5,000 | $ 1,400 |
Aggregate Intrinsic Value, Exercisable | 56,400 | 11,300 | |||
Aggregate Intrinsic Value, Exercisable and expected to vest | $ 204,880 | $ 44,800 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 25, 2016 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Common shares reserved for future issuance | 32,173,308 | 32,599,760 | |||||||
Weighted-average remaining contractual term outstanding | 8 years 5 months 8 days | 8 years 6 months 14 days | 8 years 8 months 1 day | 8 years 9 months 18 days | 8 years 6 months 29 days | ||||
Intrinsic value of options exercised | $ 900 | $ 100 | $ 23,700 | $ 100 | $ 3,800 | $ 1,200 | |||
Weighted-average grant date fair value per share for the stock options granted | $ 0 | $ 1.45 | $ 23.60 | $ 1.35 | $ 3.07 | $ 1.01 | |||
Aggregate grant-date fair value of options vested | $ 1,200 | $ 200 | $ 1,900 | $ 300 | $ 1,000 | $ 625 | |||
Unrecognised share based compensation expense, stock options awards | $ 42,200 | $ 42,200 | $ 8,700 | ||||||
Unrecognised share based compensation expense, stock options awards, period | 2 years 2 months 26 days | 2 years 2 months 19 days | |||||||
Unrecognised share based compensation expense | $ 4,500 | ||||||||
Incremental stock-based compensation expense | $ 117 | ||||||||
Restricted Stock [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Unrecognised share based compensation expense, stock options awards | $ 0 | ||||||||
Restricted shares, fair value | $ 1,200 | ||||||||
Aggregate grant-date fair value of restricted shares vested | $ 170 | $ 292 | |||||||
2015 Equity Incentive Plan [Member] | |||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Common shares reserved for future issuance | 9,002,266 | 9,002,266 | 9,002,266 | ||||||
Weighted-average remaining contractual term outstanding | 10 years | 10 years | |||||||
Minimum notice period to be given to sell or transfer of shares | 30 days | 30 days | |||||||
Share-based payment award, expiration date | Sep. 28, 2025 | Sep. 28, 2025 |
Share Based Compensation - Su_3
Share Based Compensation - Summary of the Unvested Restricted Shares Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Unvested Restricted Shares, Beginning Balance | 437,500 | 1,187,500 |
Number of Unvested Restricted Shares, Vested | (437,500) | (750,000) |
Number of Unvested Restricted Shares, Ending Balance | 0 | 437,500 |
Weighted-Average Grant Date Fair Value per Share, Beginning Balance | $ 0.39 | $ 0.39 |
Weighted-Average Grant Date Fair Value per Share, Vested | 0.39 | 0.39 |
Weighted-Average Grant Date Fair Value per Share, Ending Balance | $ 0 | $ 0.39 |
Share Based Compensation - Su_4
Share Based Compensation - Summary of Stock-based Compensation Expenses for Stock Options and Unvested Restricted Shares (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 2,532 | $ 275 | $ 4,007 | $ 531 | $ 1,379 | $ 886 |
Cost of Sales [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 31 | 0 | 31 | 0 | ||
Research and Development Expense [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 717 | 138 | 1,170 | 273 | 716 | 582 |
Selling and Marketing Expense [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 25 | 0 | 25 | 0 | ||
General and Administrative Expense [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 1,670 | 117 | 2,648 | 227 | 508 | 277 |
Stock-based Compensation, Net Of Amounts Capitalized [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | 2,443 | 255 | 3,874 | 500 | 1,224 | 859 |
Capitalized Stock-based Compensation – Intangibles And Fixed Assets [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 89 | $ 20 | $ 133 | $ 31 | 110 | $ 27 |
Capitalized Stock-based Compensation—Other Current Assets [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock-based compensation expense | $ 45 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Research and development expense | $ 5,477 | $ 2,696 | $ 9,131 | $ 5,304 | $ 10,157 | $ 6,889 |
General and administrative | 2,904 | 609 | 5,860 | 1,113 | 3,547 | 1,843 |
Assets | ||||||
Prepaid expenses and other current assets | 769 | 769 | 1,013 | 0 | ||
Operating lease right-of-use assets | 4,164 | 4,164 | 4,296 | 636 | ||
Other noncurrent assets | 2,105 | 2,105 | 2,365 | 0 | ||
Liabilities | ||||||
Accounts payable | 1 | 1 | 5 | 0 | ||
Current portion of operating lease liabilities | 559 | 559 | 495 | 133 | ||
Non-current operating lease liabilities | 3,716 | 3,716 | 3,776 | 551 | ||
UMD and Duke [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development expense | 796 | 61 | 1,336 | 110 | 247 | 136 |
General and administrative | 61 | $ 9 | 130 | $ 16 | 35 | 20 |
Assets | ||||||
Prepaid expenses and other current assets | 769 | 769 | 1,013 | |||
Operating lease right-of-use assets | 4,164 | 4,164 | 4,296 | 636 | ||
Other noncurrent assets | 2,105 | 2,105 | 2,365 | |||
Liabilities | ||||||
Accounts payable | 1 | 1 | 5 | |||
Current portion of operating lease liabilities | 559 | 559 | 495 | 133 | ||
Non-current operating lease liabilities | $ 3,716 | $ 3,716 | $ 3,776 | $ 551 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 21, 2020 | Nov. 17, 2020 | Sep. 14, 2020 | Oct. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 27, 2020 | Nov. 12, 2020 | Aug. 18, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Warrants exercise price per share | $ 5.58 | $ 5.58 | $ 5.58 | |||||||||
Common stock, shares outstanding | 6,635,988 | 6,262,460 | 6,635,988 | 5,536,062 | ||||||||
dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Offering costs for an aggregate price | [1] | $ 25,000 | ||||||||||
Initial Public Offering, units | 30,000,000 | |||||||||||
Initial Public Offering, price per unit | $ 10 | |||||||||||
Initial Public Offering, gross proceeds | 8,000,000 | |||||||||||
Repayments of Notes Payable | $ 90,000 | |||||||||||
Notes payable related parties | $ 31,000 | $ 31,000 | $ 31,000 | |||||||||
Underwriters Over Allotment [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, units | 2,500,000 | |||||||||||
Founder Shares [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial stockholders agreed to forfeit | 1,031,250 | 1,031,250 | ||||||||||
Percentage of founder shares from related party | 20.00% | 20.00% | ||||||||||
Founder Shares [Member] | Darla Anderson [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares transferred during the period | 25,000 | |||||||||||
Founder Shares [Member] | Francesca Luthi [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares transferred during the period | 25,000 | |||||||||||
Founder Shares [Member] | Charles E Wert [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares transferred during the period | 25,000 | |||||||||||
Sponsor [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Repayments of Notes Payable | $ 90,000 | |||||||||||
Proceeds from notes payable to related party current | $ 121,000 | 125,000 | ||||||||||
Sponsor [Member] | Maximum [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from notes payable to related party current | $ 200,000 | 200,000 | ||||||||||
Related Party Loans [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible price warrants for post business combination entity | $ 2 | |||||||||||
Related Party Loans [Member] | Maximum [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from Promissory Note to related party | 121,000 | |||||||||||
Working Capital Loans | 1,500,000 | 1,500,000 | ||||||||||
Administrative Service Agreement [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Monthly charge for administrative services | 10,000 | 10,000 | ||||||||||
Related Party Transaction, Amounts of Transaction | 30,000 | 60,000 | ||||||||||
Prepaid Expense | 160,000 | $ 0 | $ 160,000 | |||||||||
Working Capital Loan [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from notes payable to related party current | $ 125,000 | |||||||||||
Private Placement Warrant [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, units | 4,000,000 | 4,000,000 | ||||||||||
Initial Public Offering, price per unit | $ 2 | $ 2 | $ 2 | |||||||||
Initial Public Offering, gross proceeds | $ 8,000,000 | $ 8,000,000 | ||||||||||
Common Class A [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, price per unit | $ 11.50 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Warrants exercise price per share | $ 11.50 | |||||||||||
Common stock, shares outstanding | 5,942,457 | 4,946,687 | 5,942,457 | |||||||||
Common Class A [Member] | Founder Shares [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Closing Share Threshold Price | $ 12 | |||||||||||
Common Class A [Member] | Private Placement Warrant [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||
Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, units | 2,500,000 | |||||||||||
Common Class B [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, units | 2,500,000 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 7,906,250 | ||||||||
Common stock that were subject to forfeiture | 625,000 | 1,031,250 | 406,250 | |||||||||
Common Class B [Member] | Underwriters Over Allotment [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock that were subject to forfeiture | 625,000 | |||||||||||
Common Class B [Member] | Underwriters Over Allotment [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, units | 2,500,000 | |||||||||||
Common Class B [Member] | Founder Shares [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Offering costs for an aggregate price | $ 25,000 | |||||||||||
Initial Public Offering, units | 7,187,500 | |||||||||||
Initial Public Offering, price per unit | $ 0.0001 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
[1] | This number included up to 1,031,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised their over-allotment option to purchase 2,500,000 units resulting in 625,000 shares of Class B common stock no longer being subject to forfeiture. The over-allotment option expired on December 27, 2020, resulting in 406,250 shares of Class B common stock being forfeited. (see Note 4) |
Leases - Summary Of Components
Leases - Summary Of Components Of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Fixed lease cost | $ 278 | $ 155 |
Short-term lease cost | 35 | 11 |
Total operating lease cost | $ 313 | $ 166 |
Leases - Summary Of Lease Costs
Leases - Summary Of Lease Costs Are Reflected In The Statements Of Operations And Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Lease Costs Are Reflected In The Statements Of Operations And Comprehensive Loss [Line Items] | ||
Lease, Cost | $ 313 | $ 166 |
Research and development | ||
Disclosure Of Lease Costs Are Reflected In The Statements Of Operations And Comprehensive Loss [Line Items] | ||
Lease, Cost | 263 | 133 |
General and administrative | ||
Disclosure Of Lease Costs Are Reflected In The Statements Of Operations And Comprehensive Loss [Line Items] | ||
Lease, Cost | $ 50 | $ 33 |
Leases - Summary Of Supplementa
Leases - Summary Of Supplemental Cash Flow And Other Information Related To Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash payments included in the measurement of operating lease liabilities | $ 178 | $ 146 |
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | $ 3,565 | $ 0 |
Leases - Summary Of Maturities
Leases - Summary Of Maturities Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2019 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 561 | |
2022 | 644 | |
2023 | 671 | |
2024 | 750 | |
2025 | 772 | |
Thereafter | 4,146 | |
Total lease payments | 7,544 | |
Less: imputed interest | (3,273) | |
Present value of operating lease liabilities | $ 4,271 | $ 2,800 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | |||||
Additional Operating lease Right of use asset | $ 613 | ||||
Additional Operating lease liability | $ 136 | ||||
Operating Lease, Right-of-Use Asset | $ 4,164 | $ 4,296 | $ 636 | $ 2,800 | |
Operating Lease, Liability | $ 4,271 | $ 2,800 | |||
weighted-average remaining lease term | 10 years | 6 years | |||
weighted-average discount rate | 11.90% | 12.20% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 308 | $ 185 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Mar. 07, 2021 | Feb. 04, 2021 | Dec. 21, 2020 | Nov. 17, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of notes payable | $ 90,000 | ||||||
Proceeds from private placement | $ 8,000,000 | ||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||
dMY TECHNOLOGY GROUP, INC. III [Member] | Private Placement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from private placement | $ 8,000,000 | ||||||
Amended Option Agreement [Member] | University Of Maryland [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Option agreement, remaining number of shares available for issuance | 31,765 | ||||||
Subscription Agreements [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares subscribed | 35 | ||||||
Value of shares subscribed | $ 350,000,000 | ||||||
Subsequent Event [Member] | Amended Option Agreement [Member] | University Of Maryland [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Option agreement, remaining number of shares available for issuance | 31,765 | ||||||
Subsequent Event [Member] | Subscription Agreements [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares subscribed | 35,000,000 | ||||||
Value of shares subscribed | $ 350,000,000 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from merger related transaction | 650,000,000 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from private placement | $ 350,000,000 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | Common Stock [Member] | Private Placement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of Stock, Price Per Share | $ 10 | ||||||
PIPE Investors [Member] | Subsequent Event [Member] | dMY TECHNOLOGY GROUP, INC. III [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares subscribed | 35,000,000 | ||||||
Value of shares subscribed | $ 350,000,000 | ||||||
ionq_Dmy Technology GroupInc.III [Member] | Subsequent Event [Member] | Merger Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds From Business Combination | $ 558,000,000 | ||||||
ionq_Dmy Technology GroupInc.III [Member] | Subsequent Event [Member] | Merger Agreement [Member] | PIPE Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 345,000,000 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 121,000,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 63.00% |