Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39757 | ||
Entity Registrant Name | Velo3D, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1556965 | ||
Entity Address, Address Line One | 511 Division Street, | ||
Entity Address, City or Town | Campbell, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95008 | ||
City Area Code | (408) | ||
Local Phone Number | 610-3915 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 131 | ||
Entity Common Stock, Shares Outstanding | 183,557,946 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001825079 | ||
Common stock, par value $0.00001 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.00001 per share | ||
Trading Symbol | VLD | ||
Security Exchange Name | NYSE | ||
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | ||
Trading Symbol | VLD WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Jose, California |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 207,602 | $ 15,517 |
Short-term investments | 15,483 | 0 |
Accounts receivable, net | 12,778 | 1,232 |
Inventories | 22,479 | 7,309 |
Contract assets | 274 | 3,033 |
Prepaid expenses and other current assets | 9,458 | 807 |
Total current assets | 268,074 | 27,898 |
Property and equipment, net | 10,046 | 1,006 |
Equipment on lease, net | 8,366 | 2,855 |
Other assets | 16,231 | 932 |
Total assets | 302,717 | 32,691 |
Current liabilities: | ||
Accounts payable | 9,882 | 1,226 |
Accrued expenses and other current liabilities | 9,414 | 2,512 |
Debt – current portion | 5,114 | 3,687 |
Contract liabilities | 22,252 | 4,702 |
Total current liabilities | 46,662 | 12,127 |
Long-term debt – less current portion | 2,956 | 4,316 |
Contingent earnout liabilities (Note 17) | 111,487 | 0 |
Warrant liabilities (Note 17) | 21,705 | 181 |
Other noncurrent liabilities | 9,492 | 184 |
Total liabilities | 192,302 | 16,808 |
Commitments and contingencies (Note 20) | ||
Redeemable convertible preferred stock, $0.00001 par value, 10,000,000 and 125,419,265 shares authorized as of December 31, 2021 and 2020, respectively; 0 and 117,734,383 shares issued and outstanding as of December 31, 2021 and 2020, respectively, liquidation preference of $0 and $133,762 as of December 31, 2021 and 2020, respectively | 0 | 123,704 |
Stockholders' equity (deficit): | ||
Common stock, $0.00001 par value – 500,000,000 and 176,025,618 shares authorized at December 31, 2021 and 2020, respectively, 183,232,494 and 16,003,558 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 2 | 1 |
Additional paid-in capital | 340,294 | 14,954 |
Accumulated other comprehensive income (loss) | (14) | 0 |
Accumulated deficit | (229,867) | (122,776) |
Total stockholders’ equity (deficit) | 110,415 | (107,821) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 302,717 | $ 32,691 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 10,000,000 | 125,419,265 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 117,734,383 |
Redeemable convertible preferred stock, shares oustanding (in shares) | 0 | 117,734,383 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 133,762 |
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 176,025,618 |
Common stock, shares issued | 183,232,494 | 16,003,558 |
Common stock, shares outstanding | 183,232,494 | 16,003,558 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Recurring payment | $ 1,589 | $ 350 |
Total Revenue | 27,439 | 18,975 |
Total cost of revenue | 22,481 | 12,608 |
Gross profit | 4,958 | 6,367 |
Operating expenses | ||
Research and development | 27,002 | 14,188 |
Selling and marketing | 12,363 | 7,004 |
General and administrative | 23,352 | 6,382 |
Total operating expenses | 62,717 | 27,574 |
Loss from operations | (57,759) | (21,207) |
Interest expense | (2,740) | (639) |
Loss on the convertible note modification | (50,577) | 0 |
(Loss)/gain on fair value of warrants | (5,202) | 4 |
Gain on fair value of contingent earnout liabilities | 9,275 | 0 |
Other income (expense), net | (88) | 35 |
Loss before provision for income taxes | (107,091) | (21,807) |
Provision for income taxes | 0 | 0 |
Net loss | (107,091) | (21,807) |
Extinguishment of redeemable convertible preferred stock | 0 | 13,051 |
Net loss attributable to common stockholders | $ (107,091) | $ (8,756) |
Net loss per share attributable to common stockholders, basic (in usd per share) | $ (1.82) | $ (0.56) |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (1.82) | $ (0.56) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 58,688,496 | 15,629,179 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 58,688,496 | 15,629,179 |
Net loss | $ (107,091) | $ (21,807) |
Net unrealized holding losses on available-for-sale investments | (14) | 0 |
Other comprehensive loss | (107,105) | (21,807) |
3D Printer | ||
Revenue from contract with customer | 23,015 | 16,965 |
Total cost of revenue | 17,560 | 10,605 |
Recurring payment | ||
Total cost of revenue | 1,112 | 245 |
Support services | ||
Revenue from contract with customer | 2,835 | 1,660 |
Total cost of revenue | $ 3,809 | $ 1,758 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (107,091) | $ (21,807) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 2,170 | 1,240 |
Amortization of deferred loan costs | 837 | 0 |
Stock-based compensation | 4,368 | 1,455 |
Loss on convertible note modification | 50,577 | 0 |
Loss/(gain) on fair value of warrants | 5,202 | (4) |
Gain on fair value of contingent earnout liabilities | (9,276) | 0 |
Changes in assets and liabilities | ||
Accounts receivable | (11,546) | 742 |
Inventories | (8,010) | (2,743) |
Contract assets | 2,759 | (2,493) |
Prepaid expenses and other current assets | (7,628) | 1,077 |
Other assets | (14,499) | 466 |
Accounts payable | 1,876 | (490) |
Accrued expenses and other liabilities | 6,878 | (1,024) |
Contract liabilities | 17,550 | (2,389) |
Other noncurrent liabilities | 9,429 | (476) |
Net cash used in operating activities | (56,404) | (26,446) |
Cash flows from investing activities | ||
Purchase of property and equipment | (9,619) | (401) |
Production of equipment for lease to customers | (8,480) | (3,028) |
Purchases of available-for-sale investments | (15,491) | 0 |
Net cash used in investing activities | (33,590) | (3,429) |
Cash flows from financing activities | ||
Proceeds from Merger, net of transaction costs | 123,270 | 0 |
Proceeds from PIPE financing | 155,000 | 0 |
Proceeds from term loan | 19,339 | 2,324 |
Repayment of term loan | (25,283) | (420) |
Repayment of property and equipment loan | (833) | 0 |
Proceeds from term loan revolver facility | 3,000 | 0 |
Proceeds from equipment loans | 5,419 | 0 |
Repayment of equipment loans | (2,411) | 0 |
Proceeds from convertible notes | 5,000 | 5,467 |
Issuance of common stock upon exercise of stock options | 385 | 53 |
Net cash provided by financing activities | 282,886 | 35,577 |
Effect of exchange rate on cash and cash equivalents | (7) | 0 |
Net change in cash and cash equivalents | 192,885 | 5,702 |
Cash and cash equivalents and restricted cash at beginning of period | 15,517 | 9,815 |
Cash and cash equivalents and restricted cash at end of period | 208,402 | 15,517 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,417 | 461 |
Supplemental disclosure of non-cash information | ||
Extinguishment of redeemable convertible preferred stock | 0 | 13,274 |
Conversion of convertible notes to Series D redeemable convertible preferred stock | 5,000 | 6,967 |
Issuance of warrants | 316 | 27 |
Unpaid liabilities related to property and equipment | 1,271 | 216 |
Transfer between inventories and property and equipment | 0 | 0 |
Conversion of warrants into redeemable convertible preferred stock, net settlement | 899 | 0 |
Conversion of redeemable convertible preferred stock into common stock | 180,180 | 0 |
Conversion of warrants into common stock, net settlement | 3,635 | 0 |
Reclassification of warrants liability upon the reverse recapitalization | 21,051 | 0 |
Reclassification of contingent earnout liability upon the reverse recapitalization | 120,763 | 0 |
Cash and Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 207,602 | 15,517 |
Restricted cash | 800 | 0 |
Total cash and cash equivalents, and restricted cash | 208,402 | 15,517 |
Series C | ||
Supplemental disclosure of non-cash information | ||
Issuance of warrants | 0 | 0 |
Series C | ||
Cash flows from financing activities | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 0 |
Supplemental disclosure of non-cash information | ||
Issuance of common stock upon conversion of redeemable convertible preferred stock | 0 | 0 |
Series A | ||
Supplemental disclosure of non-cash information | ||
Issuance of common stock upon conversion of redeemable convertible preferred stock | 0 | 0 |
Series D | ||
Cash flows from financing activities | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | $ 0 | $ 28,153 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Series C | Series D | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries D | Accumulated Other Comprehensive (Loss) | Accumulated Deficit |
Balance as of beginning of period (in shares) at Dec. 31, 2019 | 27,967,896 | |||||||
Balance as of beginning of period at Dec. 31, 2019 | $ 101,858 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 75,660,962 | |||||||
Issuance of redeemable convertible preferred stock and common stock, net of issuance costs | $ 28,153 | |||||||
Exchange of convertible notes and accrued interest for Series D redeemable convertible preferred stock (in shares) | 18,561,773 | |||||||
Exchange of convertible notes and accrued interest for Series D redeemable convertible preferred stock | $ 6,967 | |||||||
Extinguishment of redeemable convertible preferred stock (in shares) | (4,456,248) | |||||||
Extinguishment of redeemable convertible preferred stock | $ (13,274) | |||||||
Balance as of end of period (in shares) at Dec. 31, 2020 | 117,734,383 | 8,399,058 | 94,222,735 | |||||
Balance as of end of period at Dec. 31, 2020 | $ 123,704 | $ 39,378 | $ 35,120 | |||||
Balance as of beginning of period (in shares) at Dec. 31, 2019 | 14,721,523 | |||||||
Balance as of beginning of period at Dec. 31, 2019 | $ (100,823) | $ 1 | $ 13,196 | $ (114,020) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 55,000 | 71,522 | ||||||
Issuance of common stock upon exercise of stock options | $ 53 | 53 | ||||||
Issuance of common stock warrants | $ 27 | $ 27 | ||||||
Extinguishment of redeemable convertible preferred stock (in shares) | 1,210,513 | |||||||
Extinguishment of redeemable convertible preferred stock | 13,274 | 223 | 13,051 | |||||
Stock-based compensation | 1,455 | 1,455 | ||||||
Net loss | (21,807) | (21,807) | ||||||
Balance as of end of period (in shares) at Dec. 31, 2020 | 16,003,558 | |||||||
Balance as of end of period at Dec. 31, 2020 | $ (107,821) | $ 1 | 14,954 | (122,776) | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Conversion of preferred stock into common stock (in shares) | (124,681,207) | |||||||
Conversion of preferred stock into common stock | $ (180,180) | |||||||
Conversion of warrants into preferred stock, net settlement (in shares) | 126,802 | |||||||
Conversion of warrants into preferred stock, net settlement | $ 899 | |||||||
Conversion of convertible notes into preferred stock (in shares) | 6,820,022 | |||||||
Conversion of convertible notes into preferred stock | $ 55,577 | |||||||
Balance as of end of period (in shares) at Dec. 31, 2021 | 0 | |||||||
Balance as of end of period at Dec. 31, 2021 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of preferred stock into common stock (in shares) | 126,310,700 | |||||||
Conversion of preferred stock into common stock | $ 180,180 | 180,180 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 269,000 | 269,112 | ||||||
Issuance of common stock upon exercise of stock options | $ 385 | 385 | ||||||
Issuance of common stock warrants | 316 | 316 | ||||||
Conversion of warrants into common stock, net settlement (in shares) | 239,992 | |||||||
Conversion of warrants into common stock, net settlement | 3,635 | 3,635 | ||||||
Issuance of contingent earnout liability upon the reverse recapitalization | (120,763) | (120,763) | ||||||
Issuance of warrants upon the reverse recapitalization | (21,051) | (21,051) | ||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 40,409,132 | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 278,271 | $ 1 | 278,270 | |||||
Stock-based compensation | 4,368 | 4,368 | ||||||
Net loss | (107,091) | (107,091) | ||||||
Other comprehensive loss | (14) | $ (14) | ||||||
Balance as of end of period (in shares) at Dec. 31, 2021 | 183,232,494 | |||||||
Balance as of end of period at Dec. 31, 2021 | $ 110,415 | $ 2 | $ 340,294 | $ (14) | $ (229,867) |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Velo3D, Inc., a Delaware corporation (“Velo3D” ), formerly known as JAWS Spitfire Acquisition Corporation (“JAWS Spitfire”), produces metal additive three dimensional printers (“3D Printers”) which enable the production of components for space rockets, jet engines, fuel delivery systems and other high value metal parts, which it sells or leases to customers for use in their businesses. The Company also provides support services (“Support Services”) for an incremental fee. Velo3D’s subsidiary, Velo3D US, Inc., formerly known as Velo3D, Inc. (“Legacy Velo3D”), was founded in June 2014 as a Delaware corporation headquartered in Campbell, California. The first commercially developed 3D Printer was delivered in the fourth quarter of 2018. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to the “Company” refer to (i) Legacy Velo3D prior to the consummation of the Merger (as defined below); and (ii) Velo3D and its consolidated subsidiary following the consummation of the Merger. On September 29, 2021 (the “Closing Date” or the “Reverse Recapitalization Date”), JAWS Spitfire completed the previously announced merger with Legacy Velo3D, with Legacy Velo3D surviving as a wholly-owned subsidiary of JAWS Spitfire (the “Merger” or the “Reverse Recapitalization”). In connection with the Merger, JAWS Spitfire was renamed “Velo3D, Inc.”, and Legacy Velo3D was renamed “Velo3D US, Inc.” See Note 3, Reverse Recapitalization , for further details of the Merger. Accordingly, all historical financial information presented in the consolidated financial statements of Velo3D for periods prior to the closing date represent the accounts of Legacy Velo3D. The shares and Net loss per share attributable to common stockh olders, basic and diluted, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio (the “Exchange Ratio”) established in the Merger (0.8149 shares of Velo3D common stock for 1 share of Legacy Velo3D common stock, par value $0.00001 (the “Common Stock”). All fractional shares were rounded. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). Intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. Financial Condition and Liquidity and Capital Resources The consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets and satisfaction of liabilities in the ordinary course of business. On September 29, 2021, the Company consummated the Merger, which resulted in the Company receiving approximately $278.3 million in total net proceeds, includin g $155.0 million from the PIPE Financing (as defined in Note 3, Reverse Recapitalization ). Since inception, the Company has not achieved profitable operations or generated positive cash flows from operations. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of December 31, 2021, the Company had an accumulated deficit of $229.9 million . As of March 28, 2022, the issuance date of the consolidated financial statements, the Company believes that the cash and cash equivalents on hand and cash the Company obtained from the Merger and the PIPE Financing, together with cash the Company expects to generate from future operations, will be sufficient to meet the Company’s working capital and capital expenditure requirements for a period of at least twelve months from the date of issuance of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of the consolidated financial statements are set forth below. These policies have been consistently applied to all the periods presented, unless otherwise stated. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, standalone selling price for performance obligations in contracts with customers, the valuation of redeemable convertible preferred stock warrants and common stock warrants, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of contingent earnout liabilities, inventory reserves, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from these estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties The Company’s financial instruments that potentially expose the Company to concentration of credit risk consist mainly of cash and cash equivalents, short-term investments, and accounts receivable, net. The Company maintains its cash and cash equivalents in domestic cash accounts with large, creditworthy financial institutions and maintains its short-term investments with fixed income instruments denominated in U.S. dollars and at minimum A- credit rating. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. See Note 22, Revenue, for customer concentration of revenue and accounts receivable. The Company relies on four key suppliers for products and services. While alternative providers could be identified, the Company is subject to supply and pricing risks. Impact of COVID-19 The Company continues to operate its business through the COVID-19 pandemic and has taken additional precautions to ensure the safety of its employees, customers, and vendors with which it operates. The impact of COVID-19 on the Company’s operating results has added uncertainty in timing of customer orders creating longer lead times for sales and marketing. The Company continues to experience various supply chain constraints due to the pandemic, and thereby leading to delays in installation of its products at customers' facilities, which could lead to postponed customer acceptance of the transactions. Furthermore, if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures, remote working or other restrictions in connection with the COVID-19 pandemic, our operations will likely be adversely impacted. Fair Value Measurements T he Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. Assets and liabilities measured at fair value are classified into one of three levels in the fair value hierarchy based on the inputs used to measure fair value as follows: Level 1 — Quoted prices observed in active markets for identical assets or liabilities; Level 2 — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and Level 3 — Significant unobservable market inputs for the asset or liability. The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. The long-term debt (including convertible notes) with variable interest at market rates is carried at amortized cost, which approximates its fair value and was classified as Level 2. See Note 15, Long-Term Debt and Note 16, Convertible Notes Payable , for further information. Cash and Cash Equivalents and Restricted Cash All highly liquid investments with an original maturity of three months or less, when purchased, are classified as cash equivalents. Cash equivalents may be invested in money market funds and are carried at cost, which approximates their fair value. In June 2021, in conjunction with the new 80,000+ square foot facility to begin production of the Company’s Sapphire® XC 3D Printer in late 2021, the Company issued a one-year letter of credit for $0.8 million to the landlord to secure the agreement. The Company has restricted cash to secure the letter of credit and the agreement will allow for reductions to the letter of credit limit based on the Company’s revenue achievements. Revenue Recognition Revenue subject to ASC 606 consists of 3D Printer sales and Support Services (recognition of Recurring Payment consisting of payments from lessees of the Company’s equipment discussed below). The Company determines revenue recognition through the following five- step model for recognizing revenue: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies its performance obligation. A typical contract with customers for the 3D Printer and bundled software includes the Support Services. The Company provides one price for all deliverables including the 3D Printer and bundled software, and for the Support Services. Typically, the Company has one distinct obligation to transfer the 3D Printers and bundled software, and another distinct obligation to provide the Support Services. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives including risk adjusted gross profit margin for products and services, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. Significant judgment is used to identify and account for each of the two performance obligations. 3D Printer Sales The Company bills its customers beginning at the time of acceptance of the purchase order (which represents a deposit), with the second billing at the time of shipment and final billing upon site acceptance test completion. The timeframe from order to completion of the site acceptance test occurs typically over three The Company has elected not to recognize shipping to customers as a separate performance obligation. Revenue from shipping billed to customers for the years ended December 31, 2021 and 2020 was not material. Recurring Payment (operating lease revenue from customers) The Company enters into operating leases (“Recurring Payment”) for customers who do not purchase the 3D Printers (“equipment”). On January 1, 2019, the Company adopted ASC 842, “ Leases ,” and determined that arrangements providing for recurring payments from customers qualify as leases. The contracts explicitly specify the equipment which is a production system with defined components and services including the printer itself, services, and accessories. The asset is physically distinct, the supplier does not have substitution rights, and the customer holds the right to direct the use of and obtain substantially all of the economic benefits from the use of the identified asset. The initial lease terms are for 12 months and the Company has considered the possibility of renewals when determining the length of the contract and the expectation is that customers will not exercise any renewal or purchase options at the end of the lease. The arrangements provide for a base rent and usually provide for variable payments based on usage in excess of a defined threshold. Support Services are included during the lease term. Equipment under lease contracts is reclassified from inventory at its basis and depreciated over five years to a salvage value. Income from the lessee is recorded as revenue using the straight-line method over the term of the lease. Support services are a non-lease component. The practical expedient has been elected to include rents and this non-lease component as one revenue stream recognized over the lease term on a straight-line basis. Costs associated with this component are classified as cost of revenue and recognized as incurred. Costs for warranties for parts and services for equipment under lease are accrued separately at lease commencement and amortized to cost of revenue over the lease term to the extent the costs are probable and can be reasonably estimated since the related revenue is being recognized over the lease term. Warranty accruals were not material as of December 31, 2021 or December 31, 2020. Equipment leased to customers are considered long-lived assets and are tested for impairment as described below under the heading “Impairment of Long-lived Assets. ” Support Services Support Services are field service engineering, phone and email support, preventative maintenance, and limited on and off-site consulting support. A subsequent Extended Support Agreement ("ESA") is available for renewal after the initial period based on the then fair value of the service. Support Services revenue are recognized evenly over the contract period beginning with customer performance test acceptance. Other Revenue Revenue is recognized for parts sold to customers independent of the 3D Printer sales or Support Services contract is included with 3D Printer sales. Such revenue is recognized upon transfer of control to the customer. Revenue from parts was not material for the years ended December 31, 2021 and 2020. Contracts Assets and Contract Liabilities Contract assets consist of unbilled receivables and are recorded when revenue is recognized in advance of scheduled billings to the Company’s customers. A contract asset is recognized when products or services are transferred to a customer and the right to consideration is conditional on something other than the passage of time. Contract liabilities include amounts billed or collected which is related to remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods Cost of Revenue Cost of 3D Printers includes the manufacturing cost of the components and subassemblies purchased from vendors for the assembly, as well as raw materials and assemblies, shipping costs, and other directly associated costs. Cost of 3D Printers also includes allocated overhead costs from headcount related costs, such as salaries and stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs. Cost of Recurring Payment includes depreciation of the equipment on lease over the useful life of five years less the residual value, and an allocated portion of Cost of Support Services. Cost of Support Services includes the cost of spare or replacement parts for preventive maintenance, installation costs, allocated headcount related costs, such as salaries, stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs. The headcount related costs are directly associated with the engineers dedicated to remote and on-site support, training, travel costs, and other services costs. Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts to ensure trade receivables are not overstated due to uncollectability. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Property and Equipment, Net and Equipment on Lease, Net Property and equipment and equipment on lease are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Estimated useful life Equipment on lease.......................................................................... 5 years Computers and software.................................................................. 3 years R&D lab equipment.......................................................................... 5 years Furniture and fixtures........................................................................ 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 5 years Expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Expenditures for non-major repairs and maintenance are charged to expense as incurred. The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of December 31, 2021 and 2020 , capitalized costs were not material. Investments The Company's available-for-sale ("AFS") investments primarily consist of U.S. Treasury securities and corporate debt and are reported at fair value on the balance sheet. Unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive income ("AOCI"), net of tax. These available-for-sale investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the adjusted cost basis of AFS investments sold. The Company's AFS investments are classified as current based on the intent of management, the nature of the investments and their availability for use in current operations. Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting of property and equipment, equipment on lease, net, and right-of use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the estimated undiscounted future cash flows generated by these assets were less than the carrying amounts, an impairment charge is recognized. Management evaluates its long-lived assets, on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Accounting Standards Codification (“ASC”), ASC Topic 360, Property, Plant and Equipment. Deferred Transaction Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to a planned equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred transaction costs are immediately written off to operating expenses. Information by Segment and Geography The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors, and reports its financial results as a single reportable segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the entity- wide level. Assets Under Lease Agreements (as Lessee) The carrying value of right of use (“ROU”) assets and lease liabilities are based on the present value of future minimum lease payments for leases with original terms in excess of one year. The sum of future minimum lease payments, as adjusted for any initial direct costs, are recognized over the lease term on the straight-line method. The rate implicit in the lease is not readily determinable in most of the Company’s leases, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The Company has operating leases for office space, warehouse, research and development facilities, and manufacturing facilities. The carrying value of right of use (“ROU”) assets and lease liabilities are based on the present value of future minimum lease payments, as adjusted for any initial direct costs, and are recognized over the lease term on the straight-line method. The Company has elected the short-term lease exemption for all leases with a term of 12 months or less for both existing and ongoing operating leases. The Company elected the practical expedient to capitalize the total lease payment rather than separate lease and non-lease components and only capitalize the lease component. The rate implicit in the lease is not readily determinable in the Company’s leases, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Warrants for Redeemable Convertible Preferred Stock Warrants to purchase shares of redeemable convertible preferred stock are classified as liabilities because the warrants are freestanding financial instruments that may require the Company to transfer assets upon exercise. Warrants for redeemable convertible preferred stock are recorded within other noncurrent liabilities on the balance sheets. The warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the warrants for redeemable convertible preferred stock are recorded in the Statements of Operations and Comprehensive Loss in (Loss)/gain on fair value of warrants. The liability was adjusted for changes in fair value until the warrants were exercised as part of the Merger. Common Stock Warrants Prior to the Merger, warrants to purchase shares of common stock were classified as equity and recognized within additional paid-in capital with no subsequent remeasurement. The amount recognized within additional paid-in capital was determined by allocating the proceeds received and issuance costs incurred between the instruments issued based on their relative fair value. All Common Stock Warrants outstanding prior to the Merger were converted into common stock as part of the Merger. Following the Merger, 8,625,000 publicly-traded warrants (the “Public Warrants”) and 4,450,000 private placement warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Spitfire Sponsor, LLC (the “Sponsor”), all of which were issued in connection with JAWS Spitfire’s initial public offering (“IPO”), became exercisable for one share of the Company’s Common Stock at an exercise price of $11.50 per share. During the year ended December 31, 2021, there were no Public Warrants or Private Placement Warrants exercised. The Public Warrants are publicly traded and are exercisable for cash, unless certain conditions occur, such as redemption by the Company under certain circumstances, at which time the Public Warrants may be exercised on a cashless basis. The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The warrant agreement governing the Common Stock Warrants includes a provision, the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Common Stock, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the warrant agreement includes a provision that provides that in the event of a tender or exchange offer accepted by holders of more than 50.0% of the outstanding shares of the Common Stock, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Common Stock may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. The Company classifies its Public Warrants and Private Placement Warrants as liabilities in accordance with ASC Topic 815 “Derivatives and Hedging–Contracts in Entity’s Own Equity”. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants within Warrant liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Business Combination Agreement, eligible former Legacy Velo3D equity holders are entitled to receive additional shares of Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Business Combination Agreement) (the “Earnout Shares”). The Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability at the Reverse Recapitalization Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of gain on fair value of contingent earnout liabilities in the consolidated statements of operations and comprehensive loss. The estimated fair value of the contingent earnout liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 17, Equity Instruments ) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see “Fair Value Measurements” as described above) because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Contingent earnout liabilities involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Stock-based Compensation Stock-based compensation cost for awards is measured as of the grant date based on its fair value, and the amount is expensed ratably over the service period which is typically the vesting period. We have elected to account for forfeitures when they occur, and any compensation expense previously recognized on unvested shares will be reversed. We estimate the fair value of stock option awards subject to only a service condition on the date of grant using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions, including the option’s expected term, price volatility of the underlying stock, risk-free interest rate, and the expected dividend yield of the underlying common stock, as well as an estimate of the fair value of the common stock underlying the award. We estimate the fair value of restricted share unit awards using the value of the Company’s common stock on the date of grant. We estimate the fair value of Earnout Shares awards underlying stock options to employees, which is considered a compensatory award and accounted for under ASC 718, Share-Based Compensation , using the Monte-Carlo simulation model . The Monte-Carlo simulation model was selected as the valuation methodology for the Earnout Shares due to the path-dependent nature of triggering events. Under ASC 718, the award is measured at fair value at the grant date and expense is recognized over the time-based vesting period (the triggering event is a market condition and does not impact expense recognition). The Monte-Carlo model requires the use of highly subjective and complex assumptions, including the current stock price, volatility of the underlying stock, expected term, and the risk-free interest rate. Application of these approaches involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding our risk-free interest rates, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock. An increase of 100-basis points in interest rates would not have a material impact on our stock-based compensation. Operating Expenses Research and development expenses consist primarily of salary and related expenses, including stock- based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, and allocated overhead. Research and development costs are expensed as incurred. Selling and marketing expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the sales and marketing efforts to expand the Company’s brand and market share. Also, selling and marketing expenses includes third-party consulting fees, advertising, and allocated overhead. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended December 31, 2021 and 2020 were not material. General and administrative expenses consist primarily of salaries, occupancy costs including rent and utilities, and depreciation; information technology used in the business; professional services costs including legal, accounting, and consulting; and other. Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated 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 income taxes of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary, to reduce deferred tax assets where it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more-likely-than-not to be realized. The Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2021 and 2020 . A tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination by the taxing authorities, including resolutions of |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On September 29, 2021, Merger Sub merged with Legacy Velo3D, with Legacy Velo3D surviving as a wholly-owned subsidiary of Velo3D. Immediately prior to the closing of the Merger: • all issued and outstanding 6,738,651 shares of Legacy Velo3D outstanding Series A redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:2.178 basis: • all issued and outstanding 8,386,456 shares of Legacy Velo3D outstanding Series B redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:2.273 basis: • all issued and outstanding 8,513,343 shares of Legacy Velo3D outstanding Series C redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:2.372 basis: • all issued and outstanding 101,042,757 shares of Legacy Velo3D outstanding Series D redeemable convertible preferred stock was converted into an equivalent number of shares of Legacy Velo3D common stock on a 1:1.000 basis: In connection with the Merger, shares of Legacy Velo3D redeemable convertible preferred stock were converted into an equivalent number of shares of Legacy Velo3D common stock at their respective conversion ratios and concurrently recast into 126,310,700 shares of Common Stock. As of September 29, 2021 and after giving effect to the Exchange Ratio, there were 183,163,826 shares of Common Stock outstanding, comprised of the 126,310,700 shares of Common Stock issued in respect of the Legacy Velo3D redeemable convertible preferred stock, 16,443,994 shares of Common Stock issued in respect of Legacy Velo3D common stock, and 40,409,132 shares of Common Stock issued to public shareholders of JAWS Spitfire, the JAWS Spitfire initial shareholders, and third-party PIPE Investors (as defined below). At the Merger, eligible former Legacy Velo3D equity holders received or had the right to receive shares of Common Stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio of 0.8149 as defined in the Merger Agreement. Accordingly, immediately following the consummation of the Merger, Legacy Velo3D common stock exchanged into 142,754,694 shares of Common Stock, 66,830,878 shares of Common Stock were reserved for the issuance of Common Stock upon the potential future exercise of Legacy Velo3D stock options, common stock warrants, and shares of Common Stock issuable under the Company’s employee stock purchase plan. In connection with the execution of the Merger Agreement, JAWS Spitfire entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and JAWS Spitfire agreed to sell to the PIPE Investors, an aggregate of 15,500,000 shares of Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $155.0 million, in a private placement pursuant to the Subscription Agreements (the “PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Merger. In connection with the Merger, 8,625,000 of JAWS Spitfire Class B ordinary shares originally purchased by the Sponsor were exchanged for shares of Common Stock prior to the Closing (the “Founder Shares”). Pursuant to JAWS Spitfire’s Articles of Association, JAWS Spitfire’s public shareholders were entitled to elect to redeem their public shares for cash even if they had approved the Merger. As of September 24, 2021, the final day of the redemption period, public shareholders had redeemed 18,215,868 Class A ordinary shares of JAWS Spitfire for cash at the redemption price of $10.00 per share, based on funds held in the trust account for an aggregate payment of $182.2 million (the “Redemptions”). The number of shares of Common Stock issued immediately following the consummation of the Merger was: Shares Public shares, outstanding prior to Merger 34,500,000 Less redemption of public shares (18,215,868) Public shares following redemptions 16,284,132 Shares issued in PIPE Financing 15,500,000 Public shares and PIPE Financing Shares 31,784,132 Founder Shares 8,625,000 Legacy Velo3D shares (1) 142,754,694 Total shares of Common Stock immediately after Merger 183,163,826 (1) Upon consummation of the Merger, 175,173,445 Legacy Velo3D shares were exchanged at the Exchange Ratio and fractional shares were rounded to whole shares. The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, JAWS Spitfire was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of Velo3D are represented as a continuation of the consolidated financial statements of Legacy Velo3D, with the Merger being treated as the equivalent of Legacy Velo3D issuing stock for the net assets of JAWS Spitfire, accompanied by a recapitalization. The net assets of JAWS Spitfire are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy Velo3D in future reports. Legacy Velo3D has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances as of the Closing: (1) Legacy Velo3D’s stockholders have a majority of the voting power of Velo3D; (2) the board of directors of Velo3D initially has twelve members, and Legacy Velo3D has the ability to nominate the majority of the initial members of the board of directors; (3) Legacy Velo3D’s senior management is the senior management of Velo3D and is responsible for day-to-day operations; (4) Velo3D has assumed the Velo3D name; and; (5) the current strategy and operations of Velo3D continue to be Legacy Velo3D’s strategy and operations to develop the next generation of AM printers. In connection with the Merger and the PIPE Financing, the Company received $298.2 million of gross proceeds including the contribution of $345.0 million of cash held in JAWS Spitfire’s trust account from its IPO, redemptions of JAWS Spitfire public shareholders of $182.2 million, and $155.0 million of cash in connection with the PIPE Financing. The gross proceeds were net of $19.6 million of costs incurred by JAWS Spitfire prior to the Closing. The Company incurred $19.9 million of transaction costs, consisting of banking, legal, and other professional fees, of which $19.1 million was recorded as a reduction to additional paid-in capital of proceeds (“APIC”), and the remaining $0.8 million was expensed in the consolidated statements of operations. The total net cash proceeds to the Company were $278.3 million. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share to common stockholders: December 31, 2021 2020 (In thousands, except share per share data) Numerator: Net loss $ (107,091) $ (21,807) Extinguishment of redeemable convertible preferred stock — 13,051 Net loss attributable to common stockholders $ (107,091) $ (8,756) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 58,688,496 15,629,179 Net loss per share – basic and diluted. $ (1.82) $ (0.56) The following potentially dilutive shares of common stock equivalents “on an as-converted basis” were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect: December 31, 2021 2020 (per share data) Redeemable convertible preferred stock — 147,876,672 Convertible promissory note — — Redeemable convertible preferred stock warrants — 408,729 Common stock warrants 13,075,000 214,033 Restricted stock units issued and outstanding 4,041,346 — Stock options issued and outstanding 21,191,226 21,471,321 Total potentially dilutive common share equivalents 38,307,572 169,970,755 Total potentially dilutive common share equivalents for the year ended December 31, 2021, excludes 21,758,148 shares related to the earnout liability as these shares are contingently issuable upon meeting certain triggering events. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 207,471 $ — $ — $ 207,471 U.S. Treasury securities (ii) 8,141 — — 8,141 Corporate bonds (ii) — 7,342 — 7,342 Total financial assets $ 215,612 $ 7,342 $ — $ 222,954 Liabilities Common stock warrant liabilities (Public) (iii) $ 14,318 $ — $ — $ 14,318 Common stock warrant liabilities (Private Placement) (iii) — — 7,387 7,387 Contingent earnout liabilities — — 111,487 111,487 Total financial liabilities $ 14,318 $ — $ 118,874 $ 133,192 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 15,517 $ — $ — $ 15,517 Total financial assets $ 15,517 $ — $ — $ 15,517 Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 181 $ 181 Total financial liabilities $ — $ — $ 181 $ 181 (i) Included in cash and cash equivalents on the consolidated balance sheets. (ii) Included in short-term investments on the consolidated balance sheets. (iii) Included in warrant liabilities on the consolidated balance sheets. The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of December 31, 2021 and 2020. Realized gains and losses, net of tax, were not material for any of the periods presented. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable convertible preferred stock warrant liabilities Private placement warrant liabilities Contingent earnout liabilities (In thousands) Fair value as of January 1, 2021 $ 181 $ — $ — Private placement warrant liabilities acquired as part of the reverse recapitalization — 7,164 — Contingent earnout liabilities recognized upon the closing of the reverse recapitalization — — 120,763 Change in fair value 718 223 (9,276) Exercise of warrants (899) — — Fair value as of December 31, 2021 $ — $ 7,387 $ 111,487 Redeemable convertible preferred stock warrant liabilities Private placement warrant liabilities Contingent earnout liabilities (In thousands) Fair value as of January 1, 2020 $ 185 $ — $ — Change in fair value (4) — — Fair value as of December 31, 2020 $ 181 $ — $ — The fair value of the private placement warrant liability, redeemable convertible preferred stock warrant liability and contingent earnout liability are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the private placement warrant liability, the Company used the Binomial-Lattice Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 17, Equity Instruments ). In determining the fair value of the contingent earnout liability, the Company used the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available (see Note 17, Equity Instruments ). |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale Investments The following table summarizes our available-for-sale investments as of December 31, 2021. These are classified as "Short-term investments" on the consolidated balance sheets. There were no AFS investments as of December 31, 2020. December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 8,154 $ — $ (13) $ 8,141 Corporate bonds 7,343 1 (2) 7,342 Total available-for-sale investments $ 15,497 $ 1 $ (15) $ 15,483 The following table presents the breakdown of the available-for-sale investments in an unrealized loss position as of December 31, 2021. December 31, 2021 Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ 8,141 $ 13 Total $ 8,141 $ 13 Corporate bonds Less than 12 months $ 5,640 $ 2 Total $ 5,640 $ 2 The Company does not believe these investments to be other-than-temporarily impaired as of December 31, 2021. All remaining contractual maturities of AFS investments held at December 31, 2021 are greater than one year. Actual maturities may differ from the contractual maturities because the Company may sell these securities prematurely. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net consisted of the following: December 31, 2021 2020 (In thousands) Trade Receivables $ 12,845 $ 1,299 Less: Allowances for Doubtful Accounts (67) (67) Total $ 12,778 $ 1,232 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: December 31, 2021 2020 (In thousands) Raw materials $ 16,594 $ 4,980 Work-in-progress 5,885 2,329 Total $ 22,479 $ 7,309 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 (In thousands) Prepaid insurance and other $ 5,326 $ 525 Vendor prepayments 4,132 282 Total $ 9,458 $ 807 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2021 2020 (In thousands) Computers and software $ 1,397 $ 510 R&D lab equipment 2,283 469 Furniture and fixtures 88 40 Leasehold improvements 2,771 1,828 Construction in progress 6,273 — Total property, plant and equipment 12,812 2,847 Less accumulated depreciation and amortization (2,766) (1,841) Property, plant and equipment, net $ 10,046 $ 1,006 Depreciation expense for the years ended December 31, 2021 and 2020 was $1.2 million and $1.2 million, respectively. |
Equipment on Lease, Net
Equipment on Lease, Net | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Equipment on Lease, Net | Equipment on Lease, Net As of December 31, 2021, there were seven 3D Printers (equipment) leased to customers . The equipment leased to customers had a cost basis of $9.3 million and accumulated depreciation of $0.9 million as of December 31, 2021 . Total lease revenue earned for the year ended December 31, 2021 was $1.6 million. The total depreciation expense was $0.7 million and included in cost of revenue for the year ended December 31, 2021 . As of December 31, 2020, there were four 3D Printers (equipment) leased to customers. The equipment leased to customers had a cost basis of $3.0 million and accumulated depreciation of $0.2 million as of December 31, 2020. The total lease revenue earned for the year ended December 31, 2020 was $0.4 million . The total depreciation expense was $0.2 million and included in cost of revenue for the year ended December 31, 2020. The Company entered into debt secured by certain leased equipment to customers. See Note 15, Long-term Debt, for a description of these financing arrangements. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses & Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 (In thousands) Accrued expenses $ 3,015 $ 787 Accrued salaries and benefits 4,143 1,231 Lease liability – current portion 2,256 494 Total Accrued expenses and other current liabilities $ 9,414 $ 2,512 |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following: December 31, 2021 2020 (In thousands) Lease liabilities - noncurrent portion 9,184 232 Other noncurrent liabilities 308 (48) Total other noncurrent liabilities $ 9,492 $ 184 See Note 17, Equity Instruments, |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases its office and manufacturing facilities under four non-cancellable operating leases which expire in 2023 to 2027 and one month to-month operating lease. During the year ended December 31, 2021 , the Company signed three operating leases: (1) office in Europe, (2) manufacturing facility and (3) a R&D facility. The contractual obligations for the manufacturing facility and R&D facility was $10.9 million and $0.5 million, respectively, in base rent and certain reimbursement of lessor’s operating expenses. The agreements include a provision for renewal at the then market rate for terms specified in each lease. During the year ended December 31, 2021, the Company also signed a finance lease for technology equipment. Total ROU assets and lease liabilities are as follows: December 31, 2021 2020 (In thousands) Right-of-use assets: Net book value (Other assets) $ 11,073 $ 633 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,222 $ 494 Noncurrent (Other noncurrent liabilities) 9,143 232 11,365 726 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 33 $ — Noncurrent (Other noncurrent liabilities) 41 — $ 74 $ — Total lease liabilities $ 11,439 $ 726 There were no impairments recorded related to these assets as of December 31, 2021 and 2020. Information about lease-related balances were as follows: December 31, 2021 2020 (In thousands, except years and percentages) Operating lease expense $ 1,058 $ 571 Financing lease expense 31 — Short-term lease expense 186 27 Total lease expense $ 1,275 $ 598 Cash paid for leases $ 1,018 $ 557 Weighted – average remaining lease term – operating leases (years) 4.9 1.6 Weighted – average discount rate – operating leases 4.4% 4.5% Maturity of operating lease liabilities as of December 31, 2021 are as follows: (In thousands) 2022 $ 2,306 2023 2,696 2024 2,670 2025 2,232 2026 2,315 Thereafter 599 Total operating lease payments $ 12,818 Less portion representing imputed interest (1,453) Total operating lease liabilities $ 11,365 Less current portion 2,222 Long-term portion $ 9,143 |
Leases | Leases The Company leases its office and manufacturing facilities under four non-cancellable operating leases which expire in 2023 to 2027 and one month to-month operating lease. During the year ended December 31, 2021 , the Company signed three operating leases: (1) office in Europe, (2) manufacturing facility and (3) a R&D facility. The contractual obligations for the manufacturing facility and R&D facility was $10.9 million and $0.5 million, respectively, in base rent and certain reimbursement of lessor’s operating expenses. The agreements include a provision for renewal at the then market rate for terms specified in each lease. During the year ended December 31, 2021, the Company also signed a finance lease for technology equipment. Total ROU assets and lease liabilities are as follows: December 31, 2021 2020 (In thousands) Right-of-use assets: Net book value (Other assets) $ 11,073 $ 633 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,222 $ 494 Noncurrent (Other noncurrent liabilities) 9,143 232 11,365 726 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 33 $ — Noncurrent (Other noncurrent liabilities) 41 — $ 74 $ — Total lease liabilities $ 11,439 $ 726 There were no impairments recorded related to these assets as of December 31, 2021 and 2020. Information about lease-related balances were as follows: December 31, 2021 2020 (In thousands, except years and percentages) Operating lease expense $ 1,058 $ 571 Financing lease expense 31 — Short-term lease expense 186 27 Total lease expense $ 1,275 $ 598 Cash paid for leases $ 1,018 $ 557 Weighted – average remaining lease term – operating leases (years) 4.9 1.6 Weighted – average discount rate – operating leases 4.4% 4.5% Maturity of operating lease liabilities as of December 31, 2021 are as follows: (In thousands) 2022 $ 2,306 2023 2,696 2024 2,670 2025 2,232 2026 2,315 Thereafter 599 Total operating lease payments $ 12,818 Less portion representing imputed interest (1,453) Total operating lease liabilities $ 11,365 Less current portion 2,222 Long-term portion $ 9,143 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: December 31, 2021 2020 (In thousands) Term loan $ — $ 5,150 Revolving credit line 3,000 — Property and equipment loan — 833 Equipment loan 5,089 2,081 Deferred financing costs (19) (61) Total $ 8,070 $ 8,003 Debt – current portion 5,114 3,687 Long-term debt – less current portion $ 2,956 $ 4,316 The Company’s banking arrangements include three facilities and a revolving credit line with its primary bank (noted below). These loans contain customary representations and warranties, reporting covenants, events of default, and termination provisions. The affirmative covenants include, among other things, that the Company furnish monthly consolidated financial statements, a yearly budget, timely files taxes, maintains good standing and government compliance, maintains liability and other insurance, and furnishes audited consolidated financial statements no later than the date of delivery to the Board of Directors. The Company amortizes deferred financing costs over the life of the borrowing. As of December 31, 2021 and 2020, the remaining unamortized balance of deferred financing costs was less than $0.1 million for both periods, respectively and was included in Debt — current portion on the balance sheets. Term Loan — On April 18, 2019, the Company executed a loan facility for $5.2 million with a variable interest rate of Prime plus 0.25% and a term of four years. On April 7, 2020, the Company executed a deferral of principal payments. On December 17, 2020, the Company e xecuted the second amended and restated loan and security agreement to extend the payment terms with a term of two years . As of December 31, 2020, the outstanding term loan balance was $5.2 million. There were zero principal payments paid during the year ended December 31, 2020. In May 2021, the Company e xecuted the third amended and restated loan and security agreement and a mezzanine loan and security agreement with its primary lender and another financing institution for a total of $53.5 million of debt facilities. These were comprised of a $35.0 million term loan, a $10.0 million revolving credit line (see below) and an $8.5 million secured equipment loan facility (see below) . Prior to May 2021, $0.9 million in principal payments were paid against the outstanding term loan balance under the second amended and restated loan and security agreement. The term loan ha d a variable interest rate of the greater of 9.00% or Prime plus 5.75% and a term of thirty months . The loan included a deferral of principal payments for the first five months . The refinancing was accounted for as a debt extinguishment under ASC Topic 470, Debt. The outstanding balance in May 2021 was $4.3 million and fully repaid using proceeds from the mezzanine loan and security agreement. The remaining deferred loan fees of $0.1 million were written off to interest expense. In May 2021, the Company borrowed $15.0 million from the term loan facility, and an additional $5.0 million in July 2021. On October 29, 2021, we repaid the $20.7 million outstanding balance, interest and fees of the term loan in full using proceeds from the Merger. The Company wrote off $0.6 million deferred loans fees with the repayment of the term loan. The term loan’s effective interest rate was 3.2% and 4.0% for the years ended December 31, 2021 and 2020, respectively. Revolving Credit Line — In May 2021, the Company e xecuted the third amended and restated loan and security agreement and a mezzanine loan and security agreement (see further discussion above). In August 2021, t he Company drew $3.0 million on the $10.0 million revolving credit facility, with a variable interest rate of the greater of 5.75% or Prime plus 2.50% and a term of 10 months. The Company has $7.0 million of the revolving credit line undrawn as December 31, 2021. The effective interest rate was 4.7% for the year ended December 31, 2021. The deferred loan fees were less than $0.1 million as of December 31, 2021. Property and Equipment Loan — On July 2, 2018, the Company executed a loan facility for $2.0 million. On September 26, 2018, $2.0 million was drawn down with a variable interest rate of Prime plus 1% and a term of three years. This facility was refinanced on December 17, 2020 with a new loan facility for $0.9 million with a variable interest rate of Prime plus 1% and a term of three years. As of December 31, 2020, the outstanding property and equipment loan was $0.8 million. The outstanding balance as of May 2021 was fully repaid using proceeds from the mezzanine loan and security agreement. The deferred loan fees of less than $0.1 million were written off to interest expense. For the year ended December 31, 2021, principal payments of $0.8 million were paid against the Property and Equipment Loan. The effective interest rates were 1.5% and 4.9% for the years ended December 31, 2021 and 2020, respectively. Equipment Loan — The equipment loan outstanding balance is comprised of two different equipment loan facilities. Equipment Loan First Facility: On December 17, 2020, the Company executed the second amended and restated loan and security agreement which included an equipment loan facility for up to $8.5 million secured by the equipment leased to customers. As of December 31, 2020, the equipment loan outstanding balance was $0.8 million. The facility had a variable interest rate of the greater of Prime rate or 3.25%. The effective interest rate was 2.7% for the year ended December 31, 2021. During the year ended December 31, 2021, the Company executed seven additional advances on the first facility for $5.6 million secured by equipment leased to customers. For the year ended December 31, 2021, $0.8 million in principal payments were paid. As of December 31, 2021, the outstanding balance for the first facility was $5.1 million. The Company has $3.4 million of the secured equipment loan facility undrawn as of December 31, 2021 . As of December 31, 2021, the deferred loans fees with the debt issuance was less than $0.1 million. Equipment Loan Second Facility: The equipment loan on the second facility was entered into in June 2020 with another third-party financing institution. The second facility was for $1.6 million with a fixed interest rate of 6.0%. All facilities had terms of three years. The effective interest rate was 5.9% and 8.0% for the years ended December 31, 2021 and 2020, respectively. There was $0.3 million in principal payments paid during the year ended December 31, 2020. As of December 31, 2020, the outstanding balance on the second facility was $1.3 million. In August 2021, the Company paid in full the outstanding balance on the second facility and sold the units to the lease customer when the customer exercised their purchase options. For the year ended December 31, 2021, principal payments of $1.3 million were paid against the outstanding balance on the second facility. As of December 31, 2021, there was no outstanding balance on the second facility. The deferred loan fees of less than $0.1 million were written off to interest expense with the repayment. The future minimum aggregate payments for the above borrowings are as follows as of December 31, 2021: (In thousands) 2022 $ 5,114 2023 2,133 2024 823 $ 8,070 Convertible Note Issued in 2019 On November 15, 2019, the Company issued a convertible note at a principal amount of $1.5 million with a maturity date of November 15, 2024. Interest accrued on the convertible note at 2.00% per annum. There was no purchase discount offered to the note holder. Upon the occurrence of (1) default in any payment on the convertible note when due, (2) the Company entering into bankruptcy, (3) any case, proceeding or other commenced against the Company, (4) materially breaches by the Company on any representation, warranty, covenant, or other obligation to the holder of the convertible note, and (5) certain distribution agreement expires or terminated, the outstanding principal amount of the convertible note and accrued but unpaid interest may be accelerated. The Company shall not prepay the convertible note without the consent of the holder. Upon the occurrence of the next financing of the Company’s preferred stock, the principal amount of the note and accrued but unpaid interest shall automatically be converted into the shares of the preferred stock issued in such financing at the lowest selling price of such round of financing. As of December 31, 2019, the carrying amount of the convertible note was $1.5 million and the effective interest rate (which equals the coupon interest rate) was 2.00% per annum. Convertible Note Issued in 2020 On April 17, 2020, concurrent with the Series D redeemable convertible preferred stock issuance, the Company issued another convertible note at a principal amount of $5.5 million with a maturity date of April 17, 2035. Interest accrued on the convertible note at 1.44% per annum. On the same day as the issuance, $1.1 million of principal amount of the convertible note was immediately converted into 2,895,934 shares of Series D redeemable convertible preferred stock. Subsequently, concurrent with the Series D redeemable convertible preferred stock issuance on June 11, 2020, the remaining principal amount of the convertible note and accrued interest of $4.4 million were converted into 11,636,645 shares of Series D redeemable convertible preferred stock. Convertible Note Issued in 2021 On January 4, 2021, concurrent with the Legacy Velo3D Series D redeemable convertible preferred stock issuance, the Company issued a convertible note at a principal amount of $5.0 million with a maturity date of January 3, 2023. Interest accrued on the convertible note at 1.28% per annum. In September 2021, the convertible promissory note agreement was amended to reflect an automatic conversion to Legacy Velo3D Series D redeemable convertible preferred stock upon a change in control. The modification was accounted for as a debt extinguishment per ASC 470-50 Debt and resulted in a $50.6 million fair value adjustment to the $5.0 million convertible promissory note. The convertible note converted automatically in connection with the Merger. There was no convertible notes payable as of December 31, 2021 and 2020. The note conversion price of $0.74 per share resulted in a conversion into 6,820,022 shares of Legacy Velo3D Series D redeemable convertible preferred stock immediately prior to Closing, which were subsequently converted from Legacy Velo3D Series D redeemable convertible preferred stock into Legacy Velo3D common stock and at the Exchange Ratio of 0.8149 for 5,557,864 shares of Common Stock at the Closing. There was no purchase discount offered to the note holder. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Long-Term Debt Long-term debt consisted of the following: December 31, 2021 2020 (In thousands) Term loan $ — $ 5,150 Revolving credit line 3,000 — Property and equipment loan — 833 Equipment loan 5,089 2,081 Deferred financing costs (19) (61) Total $ 8,070 $ 8,003 Debt – current portion 5,114 3,687 Long-term debt – less current portion $ 2,956 $ 4,316 The Company’s banking arrangements include three facilities and a revolving credit line with its primary bank (noted below). These loans contain customary representations and warranties, reporting covenants, events of default, and termination provisions. The affirmative covenants include, among other things, that the Company furnish monthly consolidated financial statements, a yearly budget, timely files taxes, maintains good standing and government compliance, maintains liability and other insurance, and furnishes audited consolidated financial statements no later than the date of delivery to the Board of Directors. The Company amortizes deferred financing costs over the life of the borrowing. As of December 31, 2021 and 2020, the remaining unamortized balance of deferred financing costs was less than $0.1 million for both periods, respectively and was included in Debt — current portion on the balance sheets. Term Loan — On April 18, 2019, the Company executed a loan facility for $5.2 million with a variable interest rate of Prime plus 0.25% and a term of four years. On April 7, 2020, the Company executed a deferral of principal payments. On December 17, 2020, the Company e xecuted the second amended and restated loan and security agreement to extend the payment terms with a term of two years . As of December 31, 2020, the outstanding term loan balance was $5.2 million. There were zero principal payments paid during the year ended December 31, 2020. In May 2021, the Company e xecuted the third amended and restated loan and security agreement and a mezzanine loan and security agreement with its primary lender and another financing institution for a total of $53.5 million of debt facilities. These were comprised of a $35.0 million term loan, a $10.0 million revolving credit line (see below) and an $8.5 million secured equipment loan facility (see below) . Prior to May 2021, $0.9 million in principal payments were paid against the outstanding term loan balance under the second amended and restated loan and security agreement. The term loan ha d a variable interest rate of the greater of 9.00% or Prime plus 5.75% and a term of thirty months . The loan included a deferral of principal payments for the first five months . The refinancing was accounted for as a debt extinguishment under ASC Topic 470, Debt. The outstanding balance in May 2021 was $4.3 million and fully repaid using proceeds from the mezzanine loan and security agreement. The remaining deferred loan fees of $0.1 million were written off to interest expense. In May 2021, the Company borrowed $15.0 million from the term loan facility, and an additional $5.0 million in July 2021. On October 29, 2021, we repaid the $20.7 million outstanding balance, interest and fees of the term loan in full using proceeds from the Merger. The Company wrote off $0.6 million deferred loans fees with the repayment of the term loan. The term loan’s effective interest rate was 3.2% and 4.0% for the years ended December 31, 2021 and 2020, respectively. Revolving Credit Line — In May 2021, the Company e xecuted the third amended and restated loan and security agreement and a mezzanine loan and security agreement (see further discussion above). In August 2021, t he Company drew $3.0 million on the $10.0 million revolving credit facility, with a variable interest rate of the greater of 5.75% or Prime plus 2.50% and a term of 10 months. The Company has $7.0 million of the revolving credit line undrawn as December 31, 2021. The effective interest rate was 4.7% for the year ended December 31, 2021. The deferred loan fees were less than $0.1 million as of December 31, 2021. Property and Equipment Loan — On July 2, 2018, the Company executed a loan facility for $2.0 million. On September 26, 2018, $2.0 million was drawn down with a variable interest rate of Prime plus 1% and a term of three years. This facility was refinanced on December 17, 2020 with a new loan facility for $0.9 million with a variable interest rate of Prime plus 1% and a term of three years. As of December 31, 2020, the outstanding property and equipment loan was $0.8 million. The outstanding balance as of May 2021 was fully repaid using proceeds from the mezzanine loan and security agreement. The deferred loan fees of less than $0.1 million were written off to interest expense. For the year ended December 31, 2021, principal payments of $0.8 million were paid against the Property and Equipment Loan. The effective interest rates were 1.5% and 4.9% for the years ended December 31, 2021 and 2020, respectively. Equipment Loan — The equipment loan outstanding balance is comprised of two different equipment loan facilities. Equipment Loan First Facility: On December 17, 2020, the Company executed the second amended and restated loan and security agreement which included an equipment loan facility for up to $8.5 million secured by the equipment leased to customers. As of December 31, 2020, the equipment loan outstanding balance was $0.8 million. The facility had a variable interest rate of the greater of Prime rate or 3.25%. The effective interest rate was 2.7% for the year ended December 31, 2021. During the year ended December 31, 2021, the Company executed seven additional advances on the first facility for $5.6 million secured by equipment leased to customers. For the year ended December 31, 2021, $0.8 million in principal payments were paid. As of December 31, 2021, the outstanding balance for the first facility was $5.1 million. The Company has $3.4 million of the secured equipment loan facility undrawn as of December 31, 2021 . As of December 31, 2021, the deferred loans fees with the debt issuance was less than $0.1 million. Equipment Loan Second Facility: The equipment loan on the second facility was entered into in June 2020 with another third-party financing institution. The second facility was for $1.6 million with a fixed interest rate of 6.0%. All facilities had terms of three years. The effective interest rate was 5.9% and 8.0% for the years ended December 31, 2021 and 2020, respectively. There was $0.3 million in principal payments paid during the year ended December 31, 2020. As of December 31, 2020, the outstanding balance on the second facility was $1.3 million. In August 2021, the Company paid in full the outstanding balance on the second facility and sold the units to the lease customer when the customer exercised their purchase options. For the year ended December 31, 2021, principal payments of $1.3 million were paid against the outstanding balance on the second facility. As of December 31, 2021, there was no outstanding balance on the second facility. The deferred loan fees of less than $0.1 million were written off to interest expense with the repayment. The future minimum aggregate payments for the above borrowings are as follows as of December 31, 2021: (In thousands) 2022 $ 5,114 2023 2,133 2024 823 $ 8,070 Convertible Note Issued in 2019 On November 15, 2019, the Company issued a convertible note at a principal amount of $1.5 million with a maturity date of November 15, 2024. Interest accrued on the convertible note at 2.00% per annum. There was no purchase discount offered to the note holder. Upon the occurrence of (1) default in any payment on the convertible note when due, (2) the Company entering into bankruptcy, (3) any case, proceeding or other commenced against the Company, (4) materially breaches by the Company on any representation, warranty, covenant, or other obligation to the holder of the convertible note, and (5) certain distribution agreement expires or terminated, the outstanding principal amount of the convertible note and accrued but unpaid interest may be accelerated. The Company shall not prepay the convertible note without the consent of the holder. Upon the occurrence of the next financing of the Company’s preferred stock, the principal amount of the note and accrued but unpaid interest shall automatically be converted into the shares of the preferred stock issued in such financing at the lowest selling price of such round of financing. As of December 31, 2019, the carrying amount of the convertible note was $1.5 million and the effective interest rate (which equals the coupon interest rate) was 2.00% per annum. Convertible Note Issued in 2020 On April 17, 2020, concurrent with the Series D redeemable convertible preferred stock issuance, the Company issued another convertible note at a principal amount of $5.5 million with a maturity date of April 17, 2035. Interest accrued on the convertible note at 1.44% per annum. On the same day as the issuance, $1.1 million of principal amount of the convertible note was immediately converted into 2,895,934 shares of Series D redeemable convertible preferred stock. Subsequently, concurrent with the Series D redeemable convertible preferred stock issuance on June 11, 2020, the remaining principal amount of the convertible note and accrued interest of $4.4 million were converted into 11,636,645 shares of Series D redeemable convertible preferred stock. Convertible Note Issued in 2021 On January 4, 2021, concurrent with the Legacy Velo3D Series D redeemable convertible preferred stock issuance, the Company issued a convertible note at a principal amount of $5.0 million with a maturity date of January 3, 2023. Interest accrued on the convertible note at 1.28% per annum. In September 2021, the convertible promissory note agreement was amended to reflect an automatic conversion to Legacy Velo3D Series D redeemable convertible preferred stock upon a change in control. The modification was accounted for as a debt extinguishment per ASC 470-50 Debt and resulted in a $50.6 million fair value adjustment to the $5.0 million convertible promissory note. The convertible note converted automatically in connection with the Merger. There was no convertible notes payable as of December 31, 2021 and 2020. The note conversion price of $0.74 per share resulted in a conversion into 6,820,022 shares of Legacy Velo3D Series D redeemable convertible preferred stock immediately prior to Closing, which were subsequently converted from Legacy Velo3D Series D redeemable convertible preferred stock into Legacy Velo3D common stock and at the Exchange Ratio of 0.8149 for 5,557,864 shares of Common Stock at the Closing. There was no purchase discount offered to the note holder. |
Equity Instruments
Equity Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity Instruments | Equity Instruments Redeemable Convertible Preferred Stock Redeemable convertible preferred stock consisted of the following: As of December 31, 2021 Authorized Issued and Outstanding Original issue price per share Liquidation Preference Carrying value (In thousands, except share and per share data) Redeemable Convertible Preferred Stock 10,000,000 — $ — $ — $ — As of December 31, 2020 Redeemable Convertible Preferred Stock Authorized Issued and Original issue price per share Liquidation Preference Carrying value (In thousands, except share and per share data) Series A 8,906,694 6,726,134 $ 2.928 $ 19,696 $ 17,030 Series B 10,385,804 8,386,456 $ 3.851 32,300 32,176 Series C 8,848,760 8,399,058 $ 5.524 46,400 39,378 Series D 97,278,007 94,222,735 $ 0.375 35,366 35,120 125,419,265 117,734,383 $ 133,762 $ 123,704 As of December 31, 2021, there were no issued and outstanding redeemable convertible preferred stock. As of December 31, 2020, redeemable convertible preferred stock totaling 117,734,383 shares were convertible into 147,876,672 shares of common stock. Conversion of Redeemable Convertible Preferred Stock into Common Stock at a conversion ratio of 3:1 and Issuance of Series D Redeemable Convertible Preferred Stock In March and early April 2020, the Company notified the existing holders of the redeemable convertible preferred stock of (i) a planned initial closing of Legacy Velo3D Series D redeemable convertible preferred stock and (ii) the amount assigned to each of them based on their pro rata holdings in the Company’s outstanding equity on a fully diluted basis. In addition, these existing holders were notified that, as a condition of the Legacy Velo3D Series D redeemable convertible preferred stock financing, the Company would amend its articles to implement a special mandatory conversion provision if the holders failed to invest their pro rata amount in such initial financing of Legacy Velo3D Series D redeemable convertible preferred stock. On April 13, 2020, in connection with the Company’s issuance of Legacy Velo3D Series D redeemable convertible preferred stock, the Company amended its articles to implement the special mandatory conversion provision and, contemporaneously, certain existing holders of redeemable convertible preferred stock who failed to invest their full pro rata amount or did not participate in the financing were automatically converted into the Company’s common stock at a conversion ratio of three to one. The amendment and forced conversion were recognized as an extinguishment of the redeemable convertible preferred stock. As a result, 2,167,198 shares of Legacy Velo3D Series A redeemable convertible preferred stock, 1,999,348 shares of Legacy Velo3D Series B redeemable convertible preferred stock and 289,702 shares of Legacy Velo3D Series C redeemable convertible preferred stock were converted into 1,210,513 shares of Legacy Velo3D common stock. The carrying value of the converted shares of the redeemable convertible preferred stock is $13.3 million, whereas the fair value of the shares of common stock issued in the conversion was $0.2 million. Because the fair value of the consideration transferred (i.e., the fair value of the shares of common stock issued) was less than the carrying amount of the shares of the redeemable convertible preferred stock surrendered, the Company recognized an extinguishment of the redeemable convertible preferred stock converted in the amount of $13.1 million. The $13.1 million was a deemed capital contribution to the holders of the Company’s common stock that was a decrease to the net loss attributable to common stockholders and a decrease to accumulated deficit. Accordingly, the Company recorded a decrease of $13.3 million to redeemable convertible preferred stock, and a corresponding increase of $0.2 million in additional paid-in capital and a decrease of $13.1 million in accumulated deficit. In addition, on April 13, 2020, the Company issued 44,794,885 shares of Legacy Velo3D Series D redeemable convertible preferred stock at $0.37534 per share for gross proceeds of $16.8 million. Common stock The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders but are not entitled to cumulative voting rights, have the right to appoint two directors to the Company’s Board of Directors, are entitled to receive ratably such dividends as may be declared by the Company’s Board of Directors out of funds legally available therefor subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock in the event of the Company’s liquidation, dissolution, or winding up, have no preemptive rights and no right to convert their common stock into any other securities, and have no redemption or sinking fund provisions applicable to the common stock. Common Stock Reserved for Future Issuance Shares of common stock reserved for issuance on an “as if converted” basis were as follows: December 31, 2021 2020 (share data) Redeemable convertible preferred — 147,876,672 Redeemable convertible preferred stock warrants — 408,729 Common stock warrants 13,075,000 214,033 Restricted stock units issued and outstanding 4,041,346 — Stock options issued and outstanding 21,191,226 21,471,321 Shares available for future grant under 2014 Equity Incentive Plan — 5,887,008 Shares available for future grant under 2021 Equity Incentive Plan 17,533,471 — Reserved for employee stock purchase plan 3,663,277 — Total shares of common stock reserved 59,504,320 175,857,763 Shares available for future grant under the 2014 Equity Incentive Plan were cancelled and converted into the shares available for future grant under the 2021 Equity Incentive Plan upon consummation of the Merger. See Note 3, Reverse Recapitalization, for further discussion. The shares available for future grant under the 2021 Equity Incentive Plan include un-exercised stock options (vested and unvested) and unvested restricted share units (RSUs) as of December 31, 2021. Warrant liabilities Warrants for common stock of 13,075,000 and 214,033 were exercisable 1-to-1 as of December 31, 2021 and 2020, respectively. Warrants - Common Stock are equity classified and recorded at fair value on the issue date without further remeasurement. Private Placement Warrants and Public Warrants on common stock (as defined below) are liability classified and recorded at fair value on the issue date with periodic remeasurement. Warrants for shares of common stock consisted of the following: December 31, 2021 Issue Date Expiration Date Number of Warrants Exercise Price per warrant Fair Value on Issue Date per warrant Fair Value on December 31, 2021 (In thousands) Private Placement Warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 $ 7,387 Public Warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 $ 14,318 13,075,000 $ 21,705 December 31, 2020 Issue Date Expiration Number of Exercise Fair Value on Warrants - Common Stock 12/02/2015 12/02/2025 11,132 $0.87 $0.70 Warrants - Common Stock 07/02/2018 07/02/2028 40,715 $2.47 $2.00 Warrants - Common Stock 12/17/2020 12/17/2030 162,186 $0.18 $0.17 Total outstanding 214,033 (1) Legacy Velo3D Warrants - Common Stock: As of December 31, 2020, warrants on common stock are equity classified and recorded at fair value on the issue date without further remeasurement. Warrants - Common Stock As part of the Merger, all Legacy Velo3D common stock warrants were exercised for shares of common stock in accordance with their terms for the number of exercisable shares, each adjusted using the Exchange Ratio. At that time, the Legacy Velo3D common stock warrants were remeasured and reclassified to Legacy Velo3D additional paid-in capital. The level 3 fair value assumptions used in the Black-Scholes model to calculate fair value of the warrant for common stock granted during the year ended December 31, 2020 were as follows: volatility of 108.0%, term of 10 years, and risk-free interest rate of 0.9%. Private Placement Warrants - Common Stock Concurrently with JAWS Spitfire’s IPO, 4,450,000 Private Placement Warrants were issued to the Sponsor at $2.00 per unit. Each Private Placement Warrant is exercisable to purchase one share of Common Stock at a price of $11.50 per share. Subject to certain exceptions, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. As of December 31, 2021, the number of Private Placement Warrants issued was 4,450,000. Public Warrants - Common Stock In conjunction with the JAWS Spitfire IPO, 34,500,000 units were issued to public investors at $10.00 per unit. Each unit consisted of one JAWS Spitfire Class A ordinary share and one-fourth of one warrant. Each Public Warrant is exercisable to purchase share of Common Stock at $11.50 per share. As of December 31, 2021, the number of Public Warrants issued was 8,625,000. Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on December 7, 2021. The Public Warrants will expire 5 years after the completion of a Merger or earlier upon redemption or liquidation. Private Placement Warrant and Public Warrant Liabilities - Common Stock The issuance of the Private Placement Warrant and Public Warrant liabilities were accounted for upon the reverse recapitalization. See Note 3, Reverse Recapitalization, for further discussion. The liability for private placement and public warrants on common stock (carried at fair value) was as follows for the year ended December 31, 2021: December 31, 2021 (In thousands) Beginning Balance $ — Reclassification of warrants liability upon the reverse recapitalization 21,051 (Loss)/gain on fair value of warrants 654 Ending Balance $ 21,705 The liability associated with the Private Placement Warrants was subject to remeasurement at each balance sheet date using the Level 3 fair value inputs and the Public Warrants was subject to remeasured at each balance sheet date using Level 1 fair value inputs for the year ended December 31, 2021. As of December 31, 2021, the fair value of the common stock warrant liabilities were estimated using the Monte-Carlo simulation. The fair value of the common stock warrants takes into account the traded stock price as the valuation date used as the underlying stock input, the contract terms, as well as multiple unobservable inputs such as risk-free interest rates, and expected volatility. As of December 31, 2020, the fair value of the common stock warrants were equity classified. The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrants and public common stock warrant liability were as follows: Year ended December 31, 2021 Current stock price $7.81 Expected volatility 40.5% Risk-free interest rate 1.2% Dividend yield —% Expected term (in years) 4.75 Expected volatility: The volatility is determined iteratively, such that the concluded value of the public warrant is equal to the traded price. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The expected term represents the period that the Company’s common stock warrants are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the common stock warrants. Redeemable Convertible Preferred Stock Warrants For the year ended December 31, 2021, all warrants for redeemable preferred stock were converted prior to the Merger into 12,517 shares of Legacy Velo3D Series A redeemable convertible preferred stock and 114,285 shares of Legacy Velo3D Series C redeemable preferred stock. The shares of redeemable preferred stock were net settled and converted into Legacy Velo3D common stock for Series A on a 1:2.178 basis and Series C of 1:2.372 basis. As of December 31, 2020, warrants for redeemable convertible preferred stock w as 173,362. After the conversion to common stock and Exchange Ratio, the impact of dilution triggered by the warrants for redeemable convertible preferred stock if converted into common stock was 243,195 s hares of common stock. December 31, 2020 Issue Date Expiration Number of Exercise Price Fair Value on Series A redeemable convertible preferred stock 11/14/2014 11/13/2024 13,362 $1.12 $1.25 Series C redeemable convertible preferred stock 04/18/2019 04/18/2029 160,000 $5.52 $1.05 Total outstanding 173,362 Warrants on redeemable convertible preferred stock were issued to lenders in connection with borrowings. The fair value on the date of issue is recorded as a debt issue cost (contra-liability) and a liability because the warrant was liability classified. The fair value of the warrants are remeasured each reporting period using Level 3 inputs with the increase or decrease recorded in other income (expense), net in the statements of operations. The liability for warrants on redeemable convertible preferred stock (carried at fair value) was as follows for the years ended December 31, 2021 and 2020: December 31, 2021 2020 (In thousands) Beginning Balance $ 181 $ 185 Loss/(gain) on fair value of warrants 4,484 (4) Exercise of warrants (Redeemable preferred convertible stock) (4,665) — Ending Balance $ — $ 181 The warrants for shares of Legacy Velo3D Series A and Series C redeemable convertible preferred stock were converted to common stock warrants on September 29, 2021, immediately prior to the closing of the Merger. As of September 29, 2021 and December 31, 2020, the fair value of the redeemable convertible preferred stock warrant liability was estimated using an option pricing model that takes into account the contract terms as well as multiple unobservable inputs such as the aggregate equity value, risk-free interest rates, and expected volatility. The level 3 fair value assumptions used in the Black-Scholes model for the recurring valuation of the redeemable convertible preferred stock warrant liability were as follows: Year ended December 31, 2020 Expected volatility 35.0% - 45.0% Risk-free interest rate 0.1% - 0.8% Dividend yield — Expected volatility: As the Company was not publicly traded at the time the awards were granted, the expected volatility for the Company’s warrants was determined by using a review of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards and current market inputs. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The Company uses the simplified method available under U.S. GAAP to determine the expected term due to having insufficient history upon which to base an assumption about the term. Contingent Earnout Liabilities The contingent earnout liability is for Earnout Shares for pre-closing Legacy Velo3D equity holders (as defined in the Business Combination Agreement as holders of Legacy Velo3D shares, Legacy Velo3D warrants, Legacy Velo3D convertible notes and Legacy Velo3D options immediately prior to the closing date) (“Eligible Legacy Velo3D Equityholders”). The Eligible Legacy Velo3D Equityholders will be entitled to Earnout Shares, pursuant to which they will receive (i) 5.0% of the total number of shares of Common Stock outstanding at the Closing if the shares of Common Stock trade at or above $12.50 for 20 or more trading days in any 30 trading-day period, and (ii) an additional 5.0% of the total number of shares of Common Stock outstanding at the Closing if the shares of Common Stock trade at or above $15.00 for 20 or more trading days in any 30 trading-day period (the “Triggering Events”). The earnout is subject to a five-year earnout period and early trigger upon certain change of control events. During the time period between Closing and the five-year anniversary of the Closing Date, Eligible Legacy Velo3D Equityholders may receive up to 21,758,148 shares of additional Common Stock, which is based on two tranches or 10,879,074 per tranche as noted above. The Earnout Shares issuable to holders of employee stock options are accounted as stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions. See Note 18, Equity Incentive Plans & Stock Based Compensation , for further discussion. The estimated fair value of the contingent earnout liabilities at the Closing Date was $120.8 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. The change in fair value of contingent earnout liabilities are recognized in the consolidated statement of operations. The rollforward for the contingent earnout liabilities was as follows as of December 31, 2021: December 31, 2021 (In thousands) Beginning Balance $ — Reclassification of contingent earnout liability upon the reverse capitalization 120,763 Gain on fair value of contingent earnout liabilities (9,275) Ending Balance $ 111,487 Assumptions used in the fair value of the contingent earnout liabilities are described below. Year ended December 31, 2021 Closing Date September 29, 2021 Current stock price $7.81 $8.44 Expected volatility 52.5% 48.0% Risk-free interest rate 1.2% 1.0% Dividend yield —% —% Expected Term (years) 4.75 5.0 Expected volatility: The expected volatility was derived from the implied volatility of Velo3D’s publicly traded warrants. The implied volatility is determined iteratively, such that the concluded value of the publicly traded warrant is equal to the traded price using a Monte Carlo Simulation. Additionally, the historical traded prices of the Guideline Public Comparables (“GPC”) are relied upon to calculate an estimate of volatility for the Company. Volatility for each comparable is calculated as the annualized standard deviation of continuously compounded returns. The selected GPC have been identified as comparables as they operate in a similar industry to that of Velo3D. An average of the two different volatility conclusions is utilized to arrive at the conclusion. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the earnout shares. |
Equity Incentive Plans & Stock-
Equity Incentive Plans & Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans & Stock-Based Compensation | Plans & Stock-Based Compensation In 2014, the Company adopted its 2014 equity incentive plan (the “2014 Plan”) which provides for the granting of stock options, restricted stock awards and stock appreciation rights to employees, directors, and consultants of the Company. As of December 31, 2020, the Company had reserved 7,223,913 shares of its common stock for issuance under the 2014 Plan. Awards granted under the 2014 Plan generally expire 10 years from the date of grant, or earlier if services are terminated. The exercise price of stock options grants shall not be less than 110% of the estimated fair value of the shares on the date of grant, respectively, as determined by the Company’s Board of Directors. Awards generally vest based on continuous service over four years. Awards forfeited, cancelled, or repurchased generally are returned to the pool of shares of common stock available for issuance under the 2014 Plan. Upon the consummation of the Merger, the Company adopted its 2021 Equity Incentive Plan (the “2021 EIP”) which provides for the granting of stock options, restricted stock units (“RSUs”) and stock appreciation rights to employees, directors, and consultants of the Company. As of December 31, 2021, the Company has reserved 42,766,043 shares of its common stock for issuance under the 2021 EIP for stock options and restricted share units (RSUs). The awards granted under the 2014 Plan were cancelled and exchanged to equivalent awards using the Exchange Ratio pursuant to the Business Combination Agreement under the 2021 EIP. In addition, the Company adopted its 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of December 31, 2021, the Company has reserved 3,663,277 shares of its common stock for issuance under the 2021 ESPP. As of December 31, 2021 the Company had not begun any offering periods for the 2021 ESPP. Awards granted under both the 2021 EIP and the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) generally expire 10 years from the date of grant, or earlier if services are terminated. The exercise price of stock options grants shall not be less than 110% of the estimated fair value of the shares on the date of grant, respectively, as determined by the Company’s Board of Directors. Awards generally vest based on continuous service over 4 years. Awards forfeited, cancelled, or repurchased generally are returned to the pool of shares of common stock available for issuance under the 2021 Plan and 2014 Plan, respectively. Stock options Activity under the Company’s stock option plans is set forth below: Options Weighted-Average Weighted-Average (In thousands) (Per Share Data) (Years) Outstanding as of December 31, 2019 4,846 $1.51 8.1 Granted 20,923 $0.25 Exercised (55) $0.98 Forfeited or expired (4,243) $0.67 Outstanding as of December 31, 2020 21,471 $0.33 9.3 Options vested and expected to vest as of December 31, 2020 21,471 $0.33 Vested and exercisable as of December 31, 2020 2,697 $0.94 Outstanding as of December 31, 2020 21,471 $0.33 9.3 Granted 1,023 $6.69 Exercised (269) $1.35 Forfeited or expired (1,034) $1.09 Outstanding as of December 31, 2021 21,191 $0.58 8.2 Options vested and expected to vest as of December 31, 2021 21,191 $0.58 Vested and exercisable as of December 31, 2021 9,361 $0.56 The aggregate intrinsic value of options outstanding was $153.2 million and $3.9 million, respectively, as of December 31, 2021 and 2020. Intrinsic value of options exercised for the years ended December 31, 2021 and 2020 was $1.0 million and no intrinsic value, respectively. The weighted-average grant date fair value of options granted in the years ended December 31, 2021 and 2020 was $3.58 per share and $0.11 per share, respectively. The total grant date fair value of options vested was $1.5 million and $0.3 million for the years ended December 31, 2021 and 2020. As of December 31, 2021, total unrecognized compensation cost related to options was $3.4 million and is expected to be recognized over a weighted-average period of 2.3 years. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The fair value of each stock option grant is estimated on the date of the grant. The fair value of the Legacy Velo3D common stock underlying the stock options has historically been determined by the board of directors, as there was no public market for the Company’s common stock prior to Merger Closing. Therefore, the board of directors has determined the fair value of the common stock at the time of the stock option grant by considering a number of objective and subjective factors including independent third-party valuation reports, valuations of comparable companies, sales of convertible preferred stock and common stock to unrelated third parties, operating and financial performance, lack of liquidity of capital stock and general and industry-specific economic outlook, among other factors. The weighted-average assumptions in the Black-Scholes option-pricing model used to determine the fair value of stock options granted were as follows: December 31, 2021 2020 Expected volatility 59% 60% Risk-free interest rate 0.9% - 1.0% 0.4% - 0.5% Dividend yield —% —% Expected term (in years) 5.72 6.04 Discount for Lack of Marketability 9.2% 28.5% Expected volatility: As the Company was not publicly traded at the time the awards were granted, the expected volatility for the Company’s stock options was determined by using a review of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term: The Company uses the simplified method available under U.S. GAAP to determine the expected term due to having insufficient history upon which to base an assumption about the term. Discount for Lack of Marketability ("DLOM"): The DLOM did not apply post closing and is meant to account for the lack of marketability of stock that was not publicly traded. Restricted Stock Units The fair value of RSUs under the Company’s 2021 EIP is estimated using the value of the Company’s common stock on the date of grant. The following table summarizes outstanding and expected to vest RSUs as of December 31, 2021 and their activity during the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per Share Data) (In thousands) Balance as of December 31, 2020 — $ — $ — Granted 4,041 7.26 29,476 Released — — — Cancelled — — — Balance as of December 31, 2021 4,041 $ 7.26 $ 29,476 Expected to vest as of December 31, 2021 4,041 $ 7.26 $ 31,563 The aggregate intrinsic value of outstanding RSUs is calculated based on the closing price of the Company’s common stock as of the date outstanding. As of December 31, 2021, there was $29.0 million of unrecognized compensation cost related to 4.0 million unvested RSUs, which is expected to be recognized over a weighted average period of approximately 3.7 years. Earnout Shares - Employees The Earnout Shares issuable to holders of employee stock options are accounted as stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions. The estimated fair values of the Earnout Shares associated with vested stock options are recognized as an expense and determined by the Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the five-year earnout period. The portion of the Earnout Shares associated with unvested stock options are recognized as an expense and considers the vesting continuing employment requirements. The assumptions for the Monte-Carlo simulation model on the Closing Date, September 29, 2021, are defined in Note 17, Equity Instruments - Contingent Earnout Liabilities , which include the current stock price, expected volatility, risk-free interest rate, dividend yield, and expected term. Stock-based Compensation Expense The following sets forth the total stock-based compensation expense by type of award included in the statements of operations: December 31, 2021 2020 (In thousands) Restricted stock units $ 355 $ — Stock options 2,453 1,455 Earnout shares - employees 1,560 — $ 4,368 $ 1,455 The following sets forth the total stock-based compensation expense for the stock options included in the statements of operations: December 31, 2021 2020 (In thousands) Research and development $ 1,851 $ 728 Selling and marketing 816 373 General and administrative 1,701 354 $ 4,368 $ 1,455 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes differs from the amount which would result by applying the federal statutory income tax rate to “Loss before income taxes” for the years ended December 31, 2021 and 2020. The reconciliation of the provision computed at the federal statutory rate to the Company's provision (benefit) for income taxes as follows: December 31, 2021 2020 (In thousands, except percentages) Tax at federal statutory rate $ (22,489) (21.0) % $ (4,579) (21.0) % State, net of federal benefit (3,100) (2.9) % (922) (4.2) % Stock based compensation 341 0.3 % 234 1.1 % Fair value adjustments 9,766 9.1 % — — % Transaction costs (1,838) (1.7) % — — % Other (990) (0.9) % (527) (2.5) % Change in valuation allowance 18,310 17.1 % 5,794 26.6 % Total provision for income taxes $ — — % $ — — % The Company did not incur income tax expense or benefit for the years ending December 31, 2021 or December 31, 2020. Deferred income taxes reflect the 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. The components of deferred tax assets and liabilities are as follows: December 31, 2021 2020 (In thousands) Deferred tax assets Net operating loss carryforwards $ 51,036 $ 35,818 Research and development tax credits 7,018 5,286 Stock based compensation 1,250 594 Fixed assets and intangibles (342) 61 Lease liability 2,798 181 Other timing differences 1,622 565 Total deferred tax assets $ 63,382 $ 42,505 Valuation allowance $ (60,653) $ (42,342) Net deferred tax assets $ 2,729 $ 163 Deferred tax liabilities Right of use assets $ (2,729) $ (163) Total deferred tax liabilities $ (2,729) $ (163) Net deferred tax assets $ — $ — Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. The Company concluded that it was not more-likely-than-not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its deferred tax assets. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $18.3 million and $5.8 million for the years ended December 31, 2021 and 2020, respectively, due to stock based compensation, current and previous year losses and credits claimed. As of December 31, 2021, the Company had $193.2 million and $149.9 million federal and state net operating losses (“NOLs”), respectively, available to reduce future taxable income, which will begin to expire in 2034 and 2030 respectively for federal and for state tax purposes. The Company had $147.3 million of federal net operating loss included above and can be carried forward indefinitely. As of December 31, 2020, the Company had $131.2 million and $118.5 million of federal and state net operating losses available to reduce future taxable income. The Company also has federal research and developmental tax credit carryforwards of approximately $5.9 million which begin to expire in 2034, and state research and developmental tax credit carryforwards of $5.6 million as of December 31, 2021. The state credits have no expiration date. Federal and California tax laws impose substantial restrictions on the utilization of NOLs and credit carryforwards in the event of an "ownership change" for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company's ability to utilize these carryforwards may be limited as the result of such ownership change. Such a limitation could result in limitation in the use of the NOLs in future years and possibly a reduction of the NOLs available. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: December 31, 2021 2020 (In thousands) Balance at beginning of year $ 2,861 $ 2,430 Additions based on tax positions related to the current year 823 431 Balance at end of year $ 3,684 $ 2,861 For the years ended December 31, 2021 and 2020, the amount of unrecognized tax benefits increased $0.8 million and $0.4 million, respectively, due to additional research and development credits generated during the year. As of December 31, 2021 and 2020 the total amount of unrecognized tax benefits was $3.7 million and $2.9 million, respectively. The reversal of the uncertain tax benefits would not affect the Company's effective tax rate to the extent that it continues to maintain a full valuation allowance against its deferred tax assets. The Company is subject to U.S. federal income taxes and to income taxes in various states in the United States. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations, and require significant judgment to apply. The Company is subject to U.S federal, state and local examinations by tax authorities for all prior years since incorporation. The Company does not anticipate significant changes to its current uncertain tax positions within the next twelve months. The Company recognizes any interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2021, there were no accrued interest and penalties related to uncertain tax positions. As of December 31, 2021 and 2020, there were no foreign income taxes or liabilities. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. As of December 31, 2021 and 2020, the Company is not aware of any litigation, claim or assessment in which the outcome, individually or in the aggregate, would have a material adverse effect on its financial positions, results of operations, cash flows or future earnings. The Company’s purchase obligations per terms and conditions with suppliers and vendors are cancellable in whole or in part prior to shipment. If inventory is shipped, the Company will accrue a liability under accrued expenses. The Company has no other commitment and contingencies, except for the operating leases. See Note 14, Leases , for further discussion. |
Employee Defined - Contribution
Employee Defined - Contribution Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Defined - Contribution Plans | Employee Defined - Contribution Plans The Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. Accrued salaries and benefits included accruals related to the 401(k) plans the Company offers to its employees. In order to qualify for these plans, employees must meet the minimum age requirement (21 years) and begin participating on their entry date which is the first paycheck date in the month following the month of eligibility described above. Employee and employer contributions are immediately 100% fully vested. The plans offer employer contributions of 3.0% of an employee’s eligible compensation following safe-harbor rules. The Company’s contribution to the 401(k) plan was $0.6 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively. The Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. The Company has paid all matching contributions as of December 31, 2021. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Customer Concentration The customer concentration for balances greater than 10% of revenues and 10% of accounts receivables, net, respectively, are presented below: Total Revenue Accounts Receivable, Net Year ended December 31, Year ended December 31, 2021 2020 2021 2020 (as a percentage) Customer 1 27.8 % 41.1 % 71.2 % 85.6 % Customer 2 21.5 % <10 % <10 % <10 % Customer 3 12.8 % <10 % 16.0 % — % Customer 4 10.2 % — % <10 % — % Customer 5 <10 % 15.6 % — % — % Customer 6 <10 % 15.0 % <10 % <10 % Revenue by Geographic Area The Company currently sells its products in the United States and other locations. As of December 31, 2021, one equipment on lease (long-lived assets) is located outside the U.S. Revenue by geographic area based on the billing address of the customers were as follows: December 31, 2021 2020 (In thousands) United States $ 22,926 $ 13,046 Other 4,513 5,929 Total $ 27,439 $ 18,975 Contract Assets and Liabilities The amount of revenue recognized during the year ended December 31, 2021 included in contract liabilities as of December 31, 2020 was $1.0 million. The amount of revenue recognized during the year ended December 31, 2020 included in contract liabilities as of December 31, 2019 was $0.5 million. The change in contract assets reflects the difference in timing between our satisfaction of remaining performance obligations and our contractual right to bill our customers. The Company had no material asset impairment charges related to contract assets in the periods presented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, standalone selling price for performance obligations in contracts with customers, the valuation of redeemable convertible preferred stock warrants and common stock warrants, the fair value of common stock and other assumptions used to measure stock-based compensation, the fair value of contingent earnout liabilities, inventory reserves, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from these estimates and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company’s financial instruments that potentially expose the Company to concentration of credit risk consist mainly of cash and cash equivalents, short-term investments, and accounts receivable, net. The Company maintains its cash and cash equivalents in domestic cash accounts with large, creditworthy financial institutions and maintains its short-term investments with fixed income instruments denominated in U.S. dollars and at minimum A- credit rating. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. See Note 22, Revenue, for customer concentration of revenue and accounts receivable. The Company relies on four key suppliers for products and services. While alternative providers could be identified, the Company is subject to supply and pricing risks. |
Fair Value Measurements | Fair Value Measurements T he Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. Assets and liabilities measured at fair value are classified into one of three levels in the fair value hierarchy based on the inputs used to measure fair value as follows: Level 1 — Quoted prices observed in active markets for identical assets or liabilities; Level 2 — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. The long-term debt (including convertible notes) with variable interest at market rates is carried at amortized cost, which approximates its fair value and was classified as Level 2. See Note 15, Long-Term Debt and Note 16, Convertible Notes Payable |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash All highly liquid investments with an original maturity of three months or less, when purchased, are classified as cash equivalents. Cash equivalents may be invested in money market funds and are carried at cost, which approximates their fair value. In June 2021, in conjunction with the new 80,000+ square foot facility to begin production of the Company’s Sapphire® XC 3D Printer in late 2021, the Company issued a one-year letter of credit for $0.8 million to the landlord to secure the agreement. The Company has restricted cash to secure the letter of credit and the agreement will allow for reductions to the letter of credit limit based on the Company’s revenue achievements. |
Revenue Recognition | Revenue Recognition Revenue subject to ASC 606 consists of 3D Printer sales and Support Services (recognition of Recurring Payment consisting of payments from lessees of the Company’s equipment discussed below). The Company determines revenue recognition through the following five- step model for recognizing revenue: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies its performance obligation. A typical contract with customers for the 3D Printer and bundled software includes the Support Services. The Company provides one price for all deliverables including the 3D Printer and bundled software, and for the Support Services. Typically, the Company has one distinct obligation to transfer the 3D Printers and bundled software, and another distinct obligation to provide the Support Services. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives including risk adjusted gross profit margin for products and services, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. Significant judgment is used to identify and account for each of the two performance obligations. 3D Printer Sales The Company bills its customers beginning at the time of acceptance of the purchase order (which represents a deposit), with the second billing at the time of shipment and final billing upon site acceptance test completion. The timeframe from order to completion of the site acceptance test occurs typically over three The Company has elected not to recognize shipping to customers as a separate performance obligation. Revenue from shipping billed to customers for the years ended December 31, 2021 and 2020 was not material. Recurring Payment (operating lease revenue from customers) The Company enters into operating leases (“Recurring Payment”) for customers who do not purchase the 3D Printers (“equipment”). On January 1, 2019, the Company adopted ASC 842, “ Leases ,” and determined that arrangements providing for recurring payments from customers qualify as leases. The contracts explicitly specify the equipment which is a production system with defined components and services including the printer itself, services, and accessories. The asset is physically distinct, the supplier does not have substitution rights, and the customer holds the right to direct the use of and obtain substantially all of the economic benefits from the use of the identified asset. The initial lease terms are for 12 months and the Company has considered the possibility of renewals when determining the length of the contract and the expectation is that customers will not exercise any renewal or purchase options at the end of the lease. The arrangements provide for a base rent and usually provide for variable payments based on usage in excess of a defined threshold. Support Services are included during the lease term. Equipment under lease contracts is reclassified from inventory at its basis and depreciated over five years to a salvage value. Income from the lessee is recorded as revenue using the straight-line method over the term of the lease. Support services are a non-lease component. The practical expedient has been elected to include rents and this non-lease component as one revenue stream recognized over the lease term on a straight-line basis. Costs associated with this component are classified as cost of revenue and recognized as incurred. Costs for warranties for parts and services for equipment under lease are accrued separately at lease commencement and amortized to cost of revenue over the lease term to the extent the costs are probable and can be reasonably estimated since the related revenue is being recognized over the lease term. Warranty accruals were not material as of December 31, 2021 or December 31, 2020. Equipment leased to customers are considered long-lived assets and are tested for impairment as described below under the heading “Impairment of Long-lived Assets. ” Support Services Support Services are field service engineering, phone and email support, preventative maintenance, and limited on and off-site consulting support. A subsequent Extended Support Agreement ("ESA") is available for renewal after the initial period based on the then fair value of the service. Support Services revenue are recognized evenly over the contract period beginning with customer performance test acceptance. Other Revenue Revenue is recognized for parts sold to customers independent of the 3D Printer sales or Support Services contract is included with 3D Printer sales. Such revenue is recognized upon transfer of control to the customer. Revenue from parts was not material for the years ended December 31, 2021 and 2020. |
Contract Assets and Contract Liabilities | Contracts Assets and Contract Liabilities Contract assets consist of unbilled receivables and are recorded when revenue is recognized in advance of scheduled billings to the Company’s customers. A contract asset is recognized when products or services are transferred to a customer and the right to consideration is conditional on something other than the passage of time. Contract liabilities include amounts billed or collected which is related to remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods |
Cost of Revenue | Cost of Revenue Cost of 3D Printers includes the manufacturing cost of the components and subassemblies purchased from vendors for the assembly, as well as raw materials and assemblies, shipping costs, and other directly associated costs. Cost of 3D Printers also includes allocated overhead costs from headcount related costs, such as salaries and stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs. Cost of Recurring Payment includes depreciation of the equipment on lease over the useful life of five years less the residual value, and an allocated portion of Cost of Support Services. Cost of Support Services includes the cost of spare or replacement parts for preventive maintenance, installation costs, allocated headcount related costs, such as salaries, stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs. The headcount related costs are directly associated with the engineers dedicated to remote and on-site support, training, travel costs, and other services costs. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts to ensure trade receivables are not overstated due to uncollectability. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Property and Equipment, Net and Equipment on Lease, Net | Property and Equipment, Net and Equipment on Lease, Net Property and equipment and equipment on lease are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Estimated useful life Equipment on lease.......................................................................... 5 years Computers and software.................................................................. 3 years R&D lab equipment.......................................................................... 5 years Furniture and fixtures........................................................................ 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 5 years Expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Expenditures for non-major repairs and maintenance are charged to expense as incurred. |
Investments | Investments The Company's available-for-sale ("AFS") investments primarily consist of U.S. Treasury securities and corporate debt and are reported at fair value on the balance sheet. Unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive income ("AOCI"), net of tax. These available-for-sale investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the adjusted cost basis of AFS investments sold. The Company's AFS investments are classified as current based on the intent of management, the nature of the investments and their availability for use in current operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting of property and equipment, equipment on lease, net, and right-of use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the estimated undiscounted future cash flows generated by these assets were less than the carrying amounts, an impairment charge is recognized. Management evaluates its long-lived assets, on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Accounting Standards Codification (“ASC”), ASC Topic 360, Property, Plant and Equipment. |
Deferred Transaction Costs | Deferred Transaction Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to a planned equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred transaction costs are immediately written off to operating expenses. |
Information by Segment and Geography | Information by Segment and Geography The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors, and reports its financial results as a single reportable segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on an entity-wide basis for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the entity- wide level. |
Assets Under Lease Agreements (as Lessee) | Assets Under Lease Agreements (as Lessee) The carrying value of right of use (“ROU”) assets and lease liabilities are based on the present value of future minimum lease payments for leases with original terms in excess of one year. The sum of future minimum lease payments, as adjusted for any initial direct costs, are recognized over the lease term on the straight-line method. The rate implicit in the lease is not readily determinable in most of the Company’s leases, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The Company has operating leases for office space, warehouse, research and development facilities, and manufacturing facilities. The carrying value of right of use (“ROU”) assets and lease liabilities are based on the present value of future minimum lease payments, as adjusted for any initial direct costs, and are recognized over the lease term on the straight-line method. The Company has elected the short-term lease exemption for all leases with a term of 12 months or less for both existing and ongoing operating leases. The Company elected the practical expedient to capitalize the total lease payment rather than separate lease and non-lease components and only capitalize the lease component. The rate implicit in the lease is not readily determinable in the Company’s leases, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. |
Warrants for Redeemable Convertible Preferred Stock and Common Stock Warrants | Warrants for Redeemable Convertible Preferred Stock Warrants to purchase shares of redeemable convertible preferred stock are classified as liabilities because the warrants are freestanding financial instruments that may require the Company to transfer assets upon exercise. Warrants for redeemable convertible preferred stock are recorded within other noncurrent liabilities on the balance sheets. The warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date. Changes in fair value of the warrants for redeemable convertible preferred stock are recorded in the Statements of Operations and Comprehensive Loss in (Loss)/gain on fair value of warrants. The liability was adjusted for changes in fair value until the warrants were exercised as part of the Merger. Common Stock Warrants Prior to the Merger, warrants to purchase shares of common stock were classified as equity and recognized within additional paid-in capital with no subsequent remeasurement. The amount recognized within additional paid-in capital was determined by allocating the proceeds received and issuance costs incurred between the instruments issued based on their relative fair value. All Common Stock Warrants outstanding prior to the Merger were converted into common stock as part of the Merger. Following the Merger, 8,625,000 publicly-traded warrants (the “Public Warrants”) and 4,450,000 private placement warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Spitfire Sponsor, LLC (the “Sponsor”), all of which were issued in connection with JAWS Spitfire’s initial public offering (“IPO”), became exercisable for one share of the Company’s Common Stock at an exercise price of $11.50 per share. During the year ended December 31, 2021, there were no Public Warrants or Private Placement Warrants exercised. The Public Warrants are publicly traded and are exercisable for cash, unless certain conditions occur, such as redemption by the Company under certain circumstances, at which time the Public Warrants may be exercised on a cashless basis. The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The warrant agreement governing the Common Stock Warrants includes a provision, the application of which could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Common Stock, the Private Placement Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the warrant agreement includes a provision that provides that in the event of a tender or exchange offer accepted by holders of more than 50.0% of the outstanding shares of the Common Stock, all holders of the Common Stock Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Common Stock may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. The Company classifies its Public Warrants and Private Placement Warrants as liabilities in accordance with ASC Topic 815 “Derivatives and Hedging–Contracts in Entity’s Own Equity”. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants within Warrant liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. |
Contingent Earnout Liability | Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Business Combination Agreement, eligible former Legacy Velo3D equity holders are entitled to receive additional shares of Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Business Combination Agreement) (the “Earnout Shares”). The Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability at the Reverse Recapitalization Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of gain on fair value of contingent earnout liabilities in the consolidated statements of operations and comprehensive loss. The estimated fair value of the contingent earnout liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 17, Equity Instruments ) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see “Fair Value Measurements” as |
Stock-based Compensation | Stock-based Compensation Stock-based compensation cost for awards is measured as of the grant date based on its fair value, and the amount is expensed ratably over the service period which is typically the vesting period. We have elected to account for forfeitures when they occur, and any compensation expense previously recognized on unvested shares will be reversed. We estimate the fair value of stock option awards subject to only a service condition on the date of grant using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions, including the option’s expected term, price volatility of the underlying stock, risk-free interest rate, and the expected dividend yield of the underlying common stock, as well as an estimate of the fair value of the common stock underlying the award. We estimate the fair value of restricted share unit awards using the value of the Company’s common stock on the date of grant. We estimate the fair value of Earnout Shares awards underlying stock options to employees, which is considered a compensatory award and accounted for under ASC 718, Share-Based Compensation , using the Monte-Carlo simulation model . The Monte-Carlo simulation model was selected as the valuation methodology for the Earnout Shares due to the path-dependent nature of triggering events. Under ASC 718, the award is measured at fair value at the grant date and expense is recognized over the time-based vesting period (the triggering event is a market condition and does not impact expense recognition). The Monte-Carlo model requires the use of highly subjective and complex assumptions, including the current stock price, volatility of the underlying stock, expected term, and the risk-free interest rate. |
Operating Expenses | Operating Expenses Research and development expenses consist primarily of salary and related expenses, including stock- based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, and allocated overhead. Research and development costs are expensed as incurred. Selling and marketing expenses consist primarily of salary and related expenses, including stock-based compensation, for personnel related to the sales and marketing efforts to expand the Company’s brand and market share. Also, selling and marketing expenses includes third-party consulting fees, advertising, and allocated overhead. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended December 31, 2021 and 2020 were not material. General and administrative expenses consist primarily of salaries, occupancy costs including rent and utilities, and depreciation; information technology used in the business; professional services costs including legal, accounting, and consulting; and other. |
Income Taxes | Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated 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 income taxes of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary, to reduce deferred tax assets where it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more-likely-than-not to be realized. The Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2021 and 2020 . A tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its redeemable convertible preferred stock to be participating securities as such stockholders participate in undistributed earnings with common stockholders. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock do not have a contractual obligation to share in the losses. As such, any net losses are not allocated to these participating securities. Under the two-class method, basic net income or loss per share attributable to common stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of potentially dilutive securities. As the Company has reported losses for all periods presented, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because all potentially dilutive securities are antidilutive. |
Other Comprehensive Loss | Other Comprehensive Loss Other comprehensive loss represents all changes in stockholders’ equity except those resulting from distributions to stockholders. The Company’s unrealized gains and losses on short-term available-for-sale investment securities represent the components of other comprehensive loss that are excluded from the reported net loss and are presented in the consolidated statements of operations and comprehensive loss. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, (“Topic 820”)”, to modify the disclosure requirements on fair value measurements based on the concepts in the FASB Concepts Statements, including the consideration of costs and benefits. The amendments in the update are effective for fiscal years beginning after December 15, 2019. The adoption of the new guidance will require all entities to present, on a prospective basis, narrative information regarding the uncertainty of the fair value measurements from the use of unobservable inputs used in recurring fair value measurements categorized in Level 3 of the fair value hierarchy, to disclose the amount of gains and losses recognized in other comprehensive income (loss) for the period for financial instruments categorized within Level 3 of the fair value hierarchy, and quantitative information for the significant unobservable inputs used to develop the Level 3 fair value measurements. The adoption of the new guidance will also allow the Company to discontinue the presentation of information regarding transfers between Level 1 and Level 2 of the fair value hierarchy.The Company adopted this guidance on January 1, 2020 and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes (“Topic 740”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Accounting Standards Codification 740, Income Taxes. It also clarifies certain aspects of the existing guidance to promote more consistent application. This standard is effective for the Company for the year ended December 31, 2020, and early adoption is permitted. The Company adopted the new guidance effective January 1, 2020 and there was no material impact on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Topic 848”),” which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company adopted the new guidance effective January 1, 2021 and there was no material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more redeemable convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (“EPS”) calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company early adopted the new guidance effective January 1, 2021 using the modified retrospective method. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”)”, and has since released various amendments including ASU No. 2019-04. The guidance modifies the measurement of expected credit losses on certain financial instruments. This guidance is effective for the Company for the fiscal year beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Estimated useful life Equipment on lease.......................................................................... 5 years Computers and software.................................................................. 3 years R&D lab equipment.......................................................................... 5 years Furniture and fixtures........................................................................ 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 5 years Property and equipment, net consisted of the following: December 31, 2021 2020 (In thousands) Computers and software $ 1,397 $ 510 R&D lab equipment 2,283 469 Furniture and fixtures 88 40 Leasehold improvements 2,771 1,828 Construction in progress 6,273 — Total property, plant and equipment 12,812 2,847 Less accumulated depreciation and amortization (2,766) (1,841) Property, plant and equipment, net $ 10,046 $ 1,006 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Shares Issued in Merger | The number of shares of Common Stock issued immediately following the consummation of the Merger was: Shares Public shares, outstanding prior to Merger 34,500,000 Less redemption of public shares (18,215,868) Public shares following redemptions 16,284,132 Shares issued in PIPE Financing 15,500,000 Public shares and PIPE Financing Shares 31,784,132 Founder Shares 8,625,000 Legacy Velo3D shares (1) 142,754,694 Total shares of Common Stock immediately after Merger 183,163,826 (1) Upon consummation of the Merger, 175,173,445 Legacy Velo3D shares were exchanged at the Exchange Ratio and fractional shares were rounded to whole shares. |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share to common stockholders: December 31, 2021 2020 (In thousands, except share per share data) Numerator: Net loss $ (107,091) $ (21,807) Extinguishment of redeemable convertible preferred stock — 13,051 Net loss attributable to common stockholders $ (107,091) $ (8,756) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 58,688,496 15,629,179 Net loss per share – basic and diluted. $ (1.82) $ (0.56) |
Schedule of Potentially Dilutive Shares Excluded from Computation of Net Loss Per Share | The following potentially dilutive shares of common stock equivalents “on an as-converted basis” were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect: December 31, 2021 2020 (per share data) Redeemable convertible preferred stock — 147,876,672 Convertible promissory note — — Redeemable convertible preferred stock warrants — 408,729 Common stock warrants 13,075,000 214,033 Restricted stock units issued and outstanding 4,041,346 — Stock options issued and outstanding 21,191,226 21,471,321 Total potentially dilutive common share equivalents 38,307,572 169,970,755 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows: Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 207,471 $ — $ — $ 207,471 U.S. Treasury securities (ii) 8,141 — — 8,141 Corporate bonds (ii) — 7,342 — 7,342 Total financial assets $ 215,612 $ 7,342 $ — $ 222,954 Liabilities Common stock warrant liabilities (Public) (iii) $ 14,318 $ — $ — $ 14,318 Common stock warrant liabilities (Private Placement) (iii) — — 7,387 7,387 Contingent earnout liabilities — — 111,487 111,487 Total financial liabilities $ 14,318 $ — $ 118,874 $ 133,192 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 15,517 $ — $ — $ 15,517 Total financial assets $ 15,517 $ — $ — $ 15,517 Liabilities Redeemable convertible preferred stock warrant liability $ — $ — $ 181 $ 181 Total financial liabilities $ — $ — $ 181 $ 181 (i) Included in cash and cash equivalents on the consolidated balance sheets. (ii) Included in short-term investments on the consolidated balance sheets. (iii) Included in warrant liabilities on the consolidated balance sheets. |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: Redeemable convertible preferred stock warrant liabilities Private placement warrant liabilities Contingent earnout liabilities (In thousands) Fair value as of January 1, 2021 $ 181 $ — $ — Private placement warrant liabilities acquired as part of the reverse recapitalization — 7,164 — Contingent earnout liabilities recognized upon the closing of the reverse recapitalization — — 120,763 Change in fair value 718 223 (9,276) Exercise of warrants (899) — — Fair value as of December 31, 2021 $ — $ 7,387 $ 111,487 Redeemable convertible preferred stock warrant liabilities Private placement warrant liabilities Contingent earnout liabilities (In thousands) Fair value as of January 1, 2020 $ 185 $ — $ — Change in fair value (4) — — Fair value as of December 31, 2020 $ 181 $ — $ — |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Investments | The following table summarizes our available-for-sale investments as of December 31, 2021. These are classified as "Short-term investments" on the consolidated balance sheets. There were no AFS investments as of December 31, 2020. December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 8,154 $ — $ (13) $ 8,141 Corporate bonds 7,343 1 (2) 7,342 Total available-for-sale investments $ 15,497 $ 1 $ (15) $ 15,483 |
Breakdown of Available-for-sale, Unrealized Loss Position, Fair Value | The following table presents the breakdown of the available-for-sale investments in an unrealized loss position as of December 31, 2021. December 31, 2021 Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ 8,141 $ 13 Total $ 8,141 $ 13 Corporate bonds Less than 12 months $ 5,640 $ 2 Total $ 5,640 $ 2 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: December 31, 2021 2020 (In thousands) Trade Receivables $ 12,845 $ 1,299 Less: Allowances for Doubtful Accounts (67) (67) Total $ 12,778 $ 1,232 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: December 31, 2021 2020 (In thousands) Raw materials $ 16,594 $ 4,980 Work-in-progress 5,885 2,329 Total $ 22,479 $ 7,309 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 (In thousands) Prepaid insurance and other $ 5,326 $ 525 Vendor prepayments 4,132 282 Total $ 9,458 $ 807 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Estimated useful life Equipment on lease.......................................................................... 5 years Computers and software.................................................................. 3 years R&D lab equipment.......................................................................... 5 years Furniture and fixtures........................................................................ 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 5 years Property and equipment, net consisted of the following: December 31, 2021 2020 (In thousands) Computers and software $ 1,397 $ 510 R&D lab equipment 2,283 469 Furniture and fixtures 88 40 Leasehold improvements 2,771 1,828 Construction in progress 6,273 — Total property, plant and equipment 12,812 2,847 Less accumulated depreciation and amortization (2,766) (1,841) Property, plant and equipment, net $ 10,046 $ 1,006 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 (In thousands) Accrued expenses $ 3,015 $ 787 Accrued salaries and benefits 4,143 1,231 Lease liability – current portion 2,256 494 Total Accrued expenses and other current liabilities $ 9,414 $ 2,512 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following: December 31, 2021 2020 (In thousands) Lease liabilities - noncurrent portion 9,184 232 Other noncurrent liabilities 308 (48) Total other noncurrent liabilities $ 9,492 $ 184 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Assets and Liabilities | Total ROU assets and lease liabilities are as follows: December 31, 2021 2020 (In thousands) Right-of-use assets: Net book value (Other assets) $ 11,073 $ 633 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,222 $ 494 Noncurrent (Other noncurrent liabilities) 9,143 232 11,365 726 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 33 $ — Noncurrent (Other noncurrent liabilities) 41 — $ 74 $ — Total lease liabilities $ 11,439 $ 726 |
Lease-Related Balances | Information about lease-related balances were as follows: December 31, 2021 2020 (In thousands, except years and percentages) Operating lease expense $ 1,058 $ 571 Financing lease expense 31 — Short-term lease expense 186 27 Total lease expense $ 1,275 $ 598 Cash paid for leases $ 1,018 $ 557 Weighted – average remaining lease term – operating leases (years) 4.9 1.6 Weighted – average discount rate – operating leases 4.4% 4.5% |
Future Minimum Lease Payments | Maturity of operating lease liabilities as of December 31, 2021 are as follows: (In thousands) 2022 $ 2,306 2023 2,696 2024 2,670 2025 2,232 2026 2,315 Thereafter 599 Total operating lease payments $ 12,818 Less portion representing imputed interest (1,453) Total operating lease liabilities $ 11,365 Less current portion 2,222 Long-term portion $ 9,143 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: December 31, 2021 2020 (In thousands) Term loan $ — $ 5,150 Revolving credit line 3,000 — Property and equipment loan — 833 Equipment loan 5,089 2,081 Deferred financing costs (19) (61) Total $ 8,070 $ 8,003 Debt – current portion 5,114 3,687 Long-term debt – less current portion $ 2,956 $ 4,316 |
Future Minimum Aggregate Payments | The future minimum aggregate payments for the above borrowings are as follows as of December 31, 2021: (In thousands) 2022 $ 5,114 2023 2,133 2024 823 $ 8,070 |
Equity Instruments (Tables)
Equity Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock consisted of the following: As of December 31, 2021 Authorized Issued and Outstanding Original issue price per share Liquidation Preference Carrying value (In thousands, except share and per share data) Redeemable Convertible Preferred Stock 10,000,000 — $ — $ — $ — As of December 31, 2020 Redeemable Convertible Preferred Stock Authorized Issued and Original issue price per share Liquidation Preference Carrying value (In thousands, except share and per share data) Series A 8,906,694 6,726,134 $ 2.928 $ 19,696 $ 17,030 Series B 10,385,804 8,386,456 $ 3.851 32,300 32,176 Series C 8,848,760 8,399,058 $ 5.524 46,400 39,378 Series D 97,278,007 94,222,735 $ 0.375 35,366 35,120 125,419,265 117,734,383 $ 133,762 $ 123,704 |
Schedule of Shares of Common Stock Reserved for Issuance | Shares of common stock reserved for issuance on an “as if converted” basis were as follows: December 31, 2021 2020 (share data) Redeemable convertible preferred — 147,876,672 Redeemable convertible preferred stock warrants — 408,729 Common stock warrants 13,075,000 214,033 Restricted stock units issued and outstanding 4,041,346 — Stock options issued and outstanding 21,191,226 21,471,321 Shares available for future grant under 2014 Equity Incentive Plan — 5,887,008 Shares available for future grant under 2021 Equity Incentive Plan 17,533,471 — Reserved for employee stock purchase plan 3,663,277 — Total shares of common stock reserved 59,504,320 175,857,763 |
Schedule of Warrants for Shares of Stock | Warrants for shares of common stock consisted of the following: December 31, 2021 Issue Date Expiration Date Number of Warrants Exercise Price per warrant Fair Value on Issue Date per warrant Fair Value on December 31, 2021 (In thousands) Private Placement Warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 $ 7,387 Public Warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 $ 14,318 13,075,000 $ 21,705 December 31, 2020 Issue Date Expiration Number of Exercise Fair Value on Warrants - Common Stock 12/02/2015 12/02/2025 11,132 $0.87 $0.70 Warrants - Common Stock 07/02/2018 07/02/2028 40,715 $2.47 $2.00 Warrants - Common Stock 12/17/2020 12/17/2030 162,186 $0.18 $0.17 Total outstanding 214,033 (1) Legacy Velo3D Warrants - Common Stock: As of December 31, 2020, warrants on common stock are equity classified and recorded at fair value on the issue date without further remeasurement. December 31, 2020 Issue Date Expiration Number of Exercise Price Fair Value on Series A redeemable convertible preferred stock 11/14/2014 11/13/2024 13,362 $1.12 $1.25 Series C redeemable convertible preferred stock 04/18/2019 04/18/2029 160,000 $5.52 $1.05 Total outstanding 173,362 |
Warrant Liability Rollforward | The liability for private placement and public warrants on common stock (carried at fair value) was as follows for the year ended December 31, 2021: December 31, 2021 (In thousands) Beginning Balance $ — Reclassification of warrants liability upon the reverse recapitalization 21,051 (Loss)/gain on fair value of warrants 654 Ending Balance $ 21,705 The liability for warrants on redeemable convertible preferred stock (carried at fair value) was as follows for the years ended December 31, 2021 and 2020: December 31, 2021 2020 (In thousands) Beginning Balance $ 181 $ 185 Loss/(gain) on fair value of warrants 4,484 (4) Exercise of warrants (Redeemable preferred convertible stock) (4,665) — Ending Balance $ — $ 181 |
Fair Value Assumptions | The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrants and public common stock warrant liability were as follows: Year ended December 31, 2021 Current stock price $7.81 Expected volatility 40.5% Risk-free interest rate 1.2% Dividend yield —% Expected term (in years) 4.75 Year ended December 31, 2020 Expected volatility 35.0% - 45.0% Risk-free interest rate 0.1% - 0.8% Dividend yield — Assumptions used in the fair value of the contingent earnout liabilities are described below. Year ended December 31, 2021 Closing Date September 29, 2021 Current stock price $7.81 $8.44 Expected volatility 52.5% 48.0% Risk-free interest rate 1.2% 1.0% Dividend yield —% —% Expected Term (years) 4.75 5.0 |
Rollforward of Contingent Earnout Liabilities | The rollforward for the contingent earnout liabilities was as follows as of December 31, 2021: December 31, 2021 (In thousands) Beginning Balance $ — Reclassification of contingent earnout liability upon the reverse capitalization 120,763 Gain on fair value of contingent earnout liabilities (9,275) Ending Balance $ 111,487 |
Equity Incentive Plans & Stoc_2
Equity Incentive Plans & Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plan Activity | Activity under the Company’s stock option plans is set forth below: Options Weighted-Average Weighted-Average (In thousands) (Per Share Data) (Years) Outstanding as of December 31, 2019 4,846 $1.51 8.1 Granted 20,923 $0.25 Exercised (55) $0.98 Forfeited or expired (4,243) $0.67 Outstanding as of December 31, 2020 21,471 $0.33 9.3 Options vested and expected to vest as of December 31, 2020 21,471 $0.33 Vested and exercisable as of December 31, 2020 2,697 $0.94 Outstanding as of December 31, 2020 21,471 $0.33 9.3 Granted 1,023 $6.69 Exercised (269) $1.35 Forfeited or expired (1,034) $1.09 Outstanding as of December 31, 2021 21,191 $0.58 8.2 Options vested and expected to vest as of December 31, 2021 21,191 $0.58 Vested and exercisable as of December 31, 2021 9,361 $0.56 |
Weighted-Average Assumptions Used | The weighted-average assumptions in the Black-Scholes option-pricing model used to determine the fair value of stock options granted were as follows: December 31, 2021 2020 Expected volatility 59% 60% Risk-free interest rate 0.9% - 1.0% 0.4% - 0.5% Dividend yield —% —% Expected term (in years) 5.72 6.04 Discount for Lack of Marketability 9.2% 28.5% |
Schedule of Outstanding and Expected to Vest RSUs | The following table summarizes outstanding and expected to vest RSUs as of December 31, 2021 and their activity during the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per Share Data) (In thousands) Balance as of December 31, 2020 — $ — $ — Granted 4,041 7.26 29,476 Released — — — Cancelled — — — Balance as of December 31, 2021 4,041 $ 7.26 $ 29,476 Expected to vest as of December 31, 2021 4,041 $ 7.26 $ 31,563 |
Schedule of Stock-Based Compensation Expense | The following sets forth the total stock-based compensation expense by type of award included in the statements of operations: December 31, 2021 2020 (In thousands) Restricted stock units $ 355 $ — Stock options 2,453 1,455 Earnout shares - employees 1,560 — $ 4,368 $ 1,455 The following sets forth the total stock-based compensation expense for the stock options included in the statements of operations: December 31, 2021 2020 (In thousands) Research and development $ 1,851 $ 728 Selling and marketing 816 373 General and administrative 1,701 354 $ 4,368 $ 1,455 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the provision computed at the federal statutory rate to the Company's provision (benefit) for income taxes as follows: December 31, 2021 2020 (In thousands, except percentages) Tax at federal statutory rate $ (22,489) (21.0) % $ (4,579) (21.0) % State, net of federal benefit (3,100) (2.9) % (922) (4.2) % Stock based compensation 341 0.3 % 234 1.1 % Fair value adjustments 9,766 9.1 % — — % Transaction costs (1,838) (1.7) % — — % Other (990) (0.9) % (527) (2.5) % Change in valuation allowance 18,310 17.1 % 5,794 26.6 % Total provision for income taxes $ — — % $ — — % |
Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: December 31, 2021 2020 (In thousands) Deferred tax assets Net operating loss carryforwards $ 51,036 $ 35,818 Research and development tax credits 7,018 5,286 Stock based compensation 1,250 594 Fixed assets and intangibles (342) 61 Lease liability 2,798 181 Other timing differences 1,622 565 Total deferred tax assets $ 63,382 $ 42,505 Valuation allowance $ (60,653) $ (42,342) Net deferred tax assets $ 2,729 $ 163 Deferred tax liabilities Right of use assets $ (2,729) $ (163) Total deferred tax liabilities $ (2,729) $ (163) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: December 31, 2021 2020 (In thousands) Balance at beginning of year $ 2,861 $ 2,430 Additions based on tax positions related to the current year 823 431 Balance at end of year $ 3,684 $ 2,861 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedules of Concentration of Risk | The customer concentration for balances greater than 10% of revenues and 10% of accounts receivables, net, respectively, are presented below: Total Revenue Accounts Receivable, Net Year ended December 31, Year ended December 31, 2021 2020 2021 2020 (as a percentage) Customer 1 27.8 % 41.1 % 71.2 % 85.6 % Customer 2 21.5 % <10 % <10 % <10 % Customer 3 12.8 % <10 % 16.0 % — % Customer 4 10.2 % — % <10 % — % Customer 5 <10 % 15.6 % — % — % Customer 6 <10 % 15.0 % <10 % <10 % |
Revenue by Geographic Area | As of December 31, 2021, one equipment on lease (long-lived assets) is located outside the U.S. Revenue by geographic area based on the billing address of the customers were as follows: December 31, 2021 2020 (In thousands) United States $ 22,926 $ 13,046 Other 4,513 5,929 Total $ 27,439 $ 18,975 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Sep. 29, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Exchange ratio | 0.8149 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Net poceeds from transactions | $ 278,300 | ||
Sale of stock, purchase price | $ 155,000 | ||
Accumulated deficit | $ 229,867 | $ 122,776 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Restricted Cash (Details) $ in Thousands | 1 Months Ended | ||
Jun. 30, 2021ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |||
Restricted cash | $ | $ 800 | $ 0 | |
Letter of Credit | |||
Property, Plant and Equipment [Line Items] | |||
Debt term | 1 year | ||
Facility | |||
Property, Plant and Equipment [Line Items] | |||
Area of property intended to be leased | ft² | 80,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment on lease | |
Disaggregation of Revenue [Line Items] | |
Useful life | 5 years |
Minimum | 3D Printers | |
Disaggregation of Revenue [Line Items] | |
Time acceptance test, period | 3 months |
Maximum | 3D Printers | |
Disaggregation of Revenue [Line Items] | |
Time acceptance test, period | 6 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cost of Revenue (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment on lease | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment, Net and Equipment on Lease, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment on lease | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computers and software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
R&D lab equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Common Stock Warrants (Details) - $ / shares | Dec. 31, 2021 | Dec. 02, 2020 |
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants (in usd per share) | $ 11.50 | |
Warrants, cash redemption, tender offer percent of outstanding shares threshold | 50.00% | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 8,625,000 | 34,500,000 |
Exercise price of warrants (in usd per share) | $ 11.50 | $ 11.50 |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 4,450,000 | |
Exercise price of warrants (in usd per share) | $ 11.50 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Millions | Sep. 29, 2021USD ($)$ / sharesshares | Sep. 24, 2021USD ($)$ / sharesshares | Dec. 31, 2021shares | Dec. 31, 2020shares | Dec. 02, 2020USD ($) |
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding | 183,163,826 | 183,232,494 | 16,003,558 | ||
Deemed value (in usd per share) | $ / shares | $ 10 | ||||
Exchange ratio | 0.8149 | ||||
Number of shares of common stock reserved for issuance | 66,830,878 | 59,504,320 | 175,857,763 | ||
Sale of stock (in shares) | 15,500,000 | ||||
Sale of stock, share price (in usd per share) | $ / shares | $ 10 | ||||
Sale of stock, purchase price | $ | $ 155 | ||||
Stock redeemed | $ | 182.2 | ||||
Gross proceeds from transactions | $ | 298.2 | ||||
Transaction costs | $ | 19.9 | ||||
Transaction costs recorded to additional paid-in capital | $ | 19.1 | ||||
Transaction costs expensed | $ | 0.8 | ||||
Net poceeds from transactions | $ | 278.3 | ||||
JAWS Spitfire | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock redeemed (in shares) | 18,215,868 | ||||
Stock redeemed, stock price (in usd per share) | $ / shares | $ 10 | ||||
Stock redeemed | $ | $ 182.2 | ||||
Contribution of cash held in trust account from IPO | $ | $ 345 | ||||
Transaction costs | $ | $ 19.6 | ||||
Legacy Velo3D | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 142,754,694 | ||||
JAWS Spitfire, JAWS Spitfire Sponsor and Third-party PIPE Investors | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Shares issued or converted during period | 40,409,132 | ||||
JAWS Spitfire | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 8,625,000 | ||||
Series A redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 6,738,651 | ||||
Conversion ratio | 0.4591 | ||||
Series B redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 8,386,456 | ||||
Conversion ratio | 0.4399 | ||||
Series C redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 8,513,343 | ||||
Conversion ratio | 0.4216 | ||||
Series D redeemable convertible preferred stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 101,042,757 | ||||
Conversion ratio | 1 | ||||
Redeemable Convertible Preferred Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Number of shares of common stock reserved for issuance | 0 | 147,876,672 | |||
Redeemable Convertible Preferred Stock | Legacy Velo3D | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 126,310,700 | ||||
Common Stock | Legacy Velo3D | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock converted (in shares) | 16,443,994 |
Reverse Recapitalization - Shar
Reverse Recapitalization - Shares Issued in Merger (Details) - shares | Sep. 29, 2021 | Dec. 31, 2021 | Sep. 28, 2021 | Dec. 31, 2020 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock outstanding (in shares) | 183,163,826 | 183,232,494 | 16,003,558 | |
Public | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock outstanding (in shares) | 34,500,000 | |||
Less redemption of shares (in shares) | (18,215,868) | |||
Common stock following redemption (in shares) | 16,284,132 | |||
Shares issued in PIPE (in shares) | 15,500,000 | |||
Shares and PIPE Financing Shares (in shares) | 31,784,132 | |||
Founder | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Stock converted (in shares) | 8,625,000 | |||
Legacy Velo3D | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Stock converted (in shares) | 142,754,694 | |||
Shares exchanged | 175,173,445 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (107,091) | $ (21,807) |
Extinguishment of redeemable convertible preferred stock | 0 | 13,051 |
Net loss attributable to common stockholders | $ (107,091) | $ (8,756) |
Denominator: | ||
Weighted-average shares used in computing net loss per share - basic (in shares) | 58,688,496 | 15,629,179 |
Weighted-average shares used in computing net loss per share - diluted (in shares) | 58,688,496 | 15,629,179 |
Net loss per share - basic (in usd per share) | $ (1.82) | $ (0.56) |
Net loss per share - diluted (in usd per share) | $ (1.82) | $ (0.56) |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Potentially Dilutive Securities Excluded from Computation (Details) - shares | Sep. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 38,307,572 | 169,970,755 | |
JAWS Spitfire | Eligible Velo3D Equityholders | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of shares that the holders may receive (in shares) | 10,879,074 | ||
Maximum | JAWS Spitfire | Eligible Velo3D Equityholders | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of shares that the holders may receive (in shares) | 21,758,148 | 21,758,148 | |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 0 | 147,876,672 | |
Convertible promissory note | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 0 | 0 | |
Redeemable convertible preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 0 | 408,729 | |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 13,075,000 | 214,033 | |
Stock options issued and outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 21,191,226 | 21,471,321 | |
Restricted stock units issued and outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 4,041,346 | 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Money market funds | $ 207,471 | $ 15,517 |
Debt securities | 15,483 | 0 |
Total financial assets | 222,954 | 15,517 |
Liabilities | ||
Contingent earnout liabilities | 111,487 | 0 |
Total financial liabilities | 133,192 | 181 |
U.S. Treasury securities | ||
Assets | ||
Debt securities | 8,141 | |
Corporate bonds | ||
Assets | ||
Debt securities | 7,342 | |
Public | ||
Liabilities | ||
Warrant liabilities | 14,318 | |
Private Placement | ||
Liabilities | ||
Warrant liabilities | 7,387 | |
Redeemable convertible preferred stock | ||
Liabilities | ||
Warrant liabilities | 181 | |
Level 1 | ||
Assets | ||
Money market funds | 207,471 | 15,517 |
Total financial assets | 215,612 | 15,517 |
Liabilities | ||
Contingent earnout liabilities | 0 | |
Total financial liabilities | 14,318 | 0 |
Level 1 | U.S. Treasury securities | ||
Assets | ||
Debt securities | 8,141 | |
Level 1 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | |
Level 1 | Public | ||
Liabilities | ||
Warrant liabilities | 14,318 | |
Level 1 | Private Placement | ||
Liabilities | ||
Warrant liabilities | 0 | |
Level 1 | Redeemable convertible preferred stock | ||
Liabilities | ||
Warrant liabilities | 0 | |
Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Total financial assets | 7,342 | 0 |
Liabilities | ||
Contingent earnout liabilities | 0 | |
Total financial liabilities | 0 | 0 |
Level 2 | U.S. Treasury securities | ||
Assets | ||
Debt securities | 0 | |
Level 2 | Corporate bonds | ||
Assets | ||
Debt securities | 7,342 | |
Level 2 | Public | ||
Liabilities | ||
Warrant liabilities | 0 | |
Level 2 | Private Placement | ||
Liabilities | ||
Warrant liabilities | 0 | |
Level 2 | Redeemable convertible preferred stock | ||
Liabilities | ||
Warrant liabilities | 0 | |
Level 3 | ||
Assets | ||
Money market funds | 0 | 0 |
Total financial assets | 0 | 0 |
Liabilities | ||
Contingent earnout liabilities | 111,487 | |
Total financial liabilities | 118,874 | 181 |
Level 3 | U.S. Treasury securities | ||
Assets | ||
Debt securities | 0 | |
Level 3 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | |
Level 3 | Public | ||
Liabilities | ||
Warrant liabilities | 0 | |
Level 3 | Private Placement | ||
Liabilities | ||
Warrant liabilities | $ 7,387 | |
Level 3 | Redeemable convertible preferred stock | ||
Liabilities | ||
Warrant liabilities | $ 181 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant liabilities | Redeemable convertible preferred stock warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning of period | $ 0 | $ 181 | $ 185 |
Change in fair value | 718 | (4) | |
Exercise of warrants | (899) | ||
Fair value as of end of period | 0 | 181 | |
Warrant liabilities | Private placement warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning of period | 7,387 | 0 | 0 |
Acquired/recognized | 7,164 | ||
Change in fair value | 223 | 0 | |
Exercise of warrants | 0 | ||
Fair value as of end of period | 7,387 | 0 | |
Contingent earnout liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning of period | 111,487 | 0 | $ 0 |
Acquired/recognized | 120,763 | ||
Change in fair value | (9,276) | 0 | |
Fair value as of end of period | $ 111,487 | $ 0 |
Investments - Summary (Details)
Investments - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 15,497 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | (15) | |
Fair Value | 15,483 | $ 0 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 8,154 | |
Gross Unrealized Gain | 0 | |
Gross Unrealized Loss | (13) | |
Fair Value | 8,141 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,343 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | (2) | |
Fair Value | $ 7,342 |
Investments - Breakdown of Inve
Investments - Breakdown of Investments in Unrealized Loss Position (Details) $ in Thousands | Dec. 31, 2021USD ($) |
U.S. Treasury securities | |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | |
Less than 12 months | $ 8,141 |
Total | 8,141 |
Gross Unrealized Loss | |
Less than 12 months | 13 |
Total | 13 |
Corporate bonds | |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | |
Less than 12 months | 5,640 |
Total | 5,640 |
Gross Unrealized Loss | |
Less than 12 months | 2 |
Total | $ 2 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Trade Receivables | $ 12,845 | $ 1,299 |
Less: Allowances for Doubtful Accounts | (67) | (67) |
Total | $ 12,778 | $ 1,232 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 16,594 | $ 4,980 |
Work-in-progress | 5,885 | 2,329 |
Total | $ 22,479 | $ 7,309 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance and other | $ 5,326 | $ 525 |
Vendor prepayments | 4,132 | 282 |
Total | $ 9,458 | $ 807 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 12,812 | $ 2,847 |
Less accumulated depreciation and amortization | (2,766) | (1,841) |
Property, plant and equipment, net | 10,046 | 1,006 |
Depreciation | 1,200 | 1,200 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,397 | 510 |
R&D lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,283 | 469 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 88 | 40 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,771 | 1,828 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 6,273 | $ 0 |
Equipment on Lease, Net (Detail
Equipment on Lease, Net (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)leased_asset | Dec. 31, 2020USD ($)leased_asset | |
Leases [Abstract] | ||
Number of assets leased to customers | leased_asset | 7 | 4 |
Equipment leased to customers, cost basis | $ 9.3 | $ 3 |
Equipment leased to customers, accumulated depreciation | 0.9 | 0.2 |
Lease revenue | 1.6 | 0.4 |
Deprecation expense | $ 0.7 | $ 0.2 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 3,015 | $ 787 |
Accrued salaries and benefits | 4,143 | 1,231 |
Lease liability – current portion | 2,256 | 494 |
Total Accrued expenses and other current liabilities | $ 9,414 | $ 2,512 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Lease liabilities - noncurrent portion | $ 9,184 | $ 232 |
Other noncurrent liabilities | 308 | (48) |
Total other noncurrent liabilities | $ 9,492 | $ 184 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)lease | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Contractual obligation | $ 12,818 | |
ROU assets impairment | $ 0 | $ 0 |
Office and Manufacturing Facilities | Operating Leases Expiring in 2023 to 2027 | ||
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | lease | 4 | |
Office and Manufacturing Facilities | Month-to-Month Operating Lease | ||
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | lease | 1 | |
Office, Manufacturing and R&D Facilities | ||
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | lease | 3 | |
R&D Facility | ||
Lessee, Lease, Description [Line Items] | ||
Contractual obligation | $ 500 | |
Manufacturing Facility | ||
Lessee, Lease, Description [Line Items] | ||
Contractual obligation | $ 10,900 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets | $ 11,073 | $ 633 |
Less current portion | 2,222 | 494 |
Operating lease liabilities, noncurrent | 9,143 | 232 |
Total operating lease liabilities | 11,365 | 726 |
Finance lease liabilities, current | 33 | 0 |
Finance lease liabilities, noncurrent | 41 | 0 |
Total finance lease liabilities | 74 | 0 |
Total operating lease liabilities | $ 11,439 | $ 726 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Other noncurrent liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Other noncurrent liabilities |
Leases - Lease-Related Balances
Leases - Lease-Related Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 1,058 | $ 571 |
Financing lease expense | 31 | 0 |
Short-term lease expense | 186 | 27 |
Total lease expense | 1,275 | 598 |
Cash paid for leases | $ 1,018 | $ 557 |
Weighted – average remaining lease term – operating leases (years) | 4 years 10 months 24 days | 1 year 7 months 6 days |
Weighted – average discount rate – operating leases (as a percent) | 4.40% | 4.50% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 2,306 | |
2023 | 2,696 | |
2024 | 2,670 | |
2025 | 2,232 | |
2026 | 2,315 | |
Thereafter | 599 | |
Total operating lease payments | 12,818 | |
Less portion representing imputed interest | (1,453) | |
Total operating lease liabilities | 11,365 | $ 726 |
Less current portion | 2,222 | 494 |
Long-term portion | $ 9,143 | $ 232 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ (19) | $ (61) |
Total | 8,070 | 8,003 |
Debt – current portion | 5,114 | 3,687 |
Long-term debt – less current portion | 2,956 | 4,316 |
Term loan | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 0 | 5,150 |
Revolving credit line | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 3,000 | 0 |
Property and equipment loan | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 0 | 833 |
Equipment loan | ||
Debt Instrument [Line Items] | ||
Outstanding debt | $ 5,089 | $ 2,081 |
Long-Term Debt - General (Detai
Long-Term Debt - General (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Deferred financing costs, current (less than) | $ 0.1 | $ 0.1 |
Long-Term Debt - Term Loan (Det
Long-Term Debt - Term Loan (Details) - USD ($) $ in Thousands | Oct. 29, 2021 | Dec. 17, 2020 | Apr. 18, 2019 | Aug. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2021 |
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 53,500 | |||||||||
Repayments of debt | $ 25,283 | $ 420 | ||||||||
Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 20,700 | |||||||||
Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 5,200 | $ 35,000 | ||||||||
Debt term | 2 years | 4 years | 30 months | |||||||
Outstanding debt | 0 | 5,150 | ||||||||
Principal payments | $ 0 | $ 900 | ||||||||
Variable rate (as a percent) | 9.00% | |||||||||
Deferral of principal payments, period | 5 months | |||||||||
Repayments of debt | $ 4,300 | |||||||||
Deferred loan fees written off | $ 600 | |||||||||
Borrowings | $ 5,000 | 15,000 | ||||||||
Effective interest rate during period (as a percent) | 3.20% | 4.00% | ||||||||
Term loan | Interest Expense | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred loan fees written off | $ 100 | |||||||||
Term loan | Prime | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 0.25% | 5.75% | ||||||||
Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt | $ 3,000 | $ 0 | ||||||||
Line of credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 10,000 | $ 10,000 | ||||||||
Debt term | 10 months | |||||||||
Outstanding debt | 7,000 | |||||||||
Variable rate (as a percent) | 5.75% | |||||||||
Line of credit | Prime | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 2.50% | |||||||||
Equipment loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 8,500 | $ 8,500 | ||||||||
Debt term | 3 years | |||||||||
Outstanding debt | $ 5,089 | $ 2,081 | ||||||||
Effective interest rate during period (as a percent) | 2.70% |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Line (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2021 | May 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Principal amount | $ 53,500 | |||
Line of credit | ||||
Debt Instrument [Line Items] | ||||
Outstanding debt | $ 3,000 | $ 0 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate (as a percent) | 4.70% | |||
Revolving Credit Facility | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Proceeds from credit facility | $ 3,000 | |||
Principal amount | $ 10,000 | $ 10,000 | ||
Variable rate (as a percent) | 5.75% | |||
Debt term | 10 months | |||
Outstanding debt | $ 7,000 | |||
Deferred financing costs (less than) | $ 100 | |||
Revolving Credit Facility | Line of credit | Prime | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.50% |
Long-Term Debt - Property and E
Long-Term Debt - Property and Equipment Loan (Details) - USD ($) $ in Thousands | Dec. 17, 2020 | Sep. 26, 2018 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Jul. 02, 2018 |
Debt Instrument [Line Items] | |||||||
Principal amount | $ 53,500 | ||||||
Property and equipment loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 900 | $ 2,000 | |||||
Borrowings | $ 2,000 | ||||||
Debt term | 3 years | 3 years | |||||
Outstanding debt | $ 0 | $ 833 | |||||
Principal payments | $ 800 | ||||||
Effective interest rate during period (as a percent) | 1.50% | 4.90% | |||||
Property and equipment loan | Interest Expense | |||||||
Debt Instrument [Line Items] | |||||||
Deferred loan fees written off to interest expense (less than) | $ 100 | ||||||
Property and equipment loan | Prime | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.00% | 1.00% |
Long-Term Debt - Equipment Loan
Long-Term Debt - Equipment Loan (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)advance | Dec. 31, 2020USD ($) | May 31, 2021USD ($) | Dec. 17, 2020USD ($) | |
Debt Instrument [Line Items] | |||||
Principal amount | $ 53,500 | ||||
Repayments of debt | $ 25,283 | $ 420 | |||
Facility Two | Equipment loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 1,300 | ||||
Equipment loan | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 8,500 | $ 8,500 | |||
Effective interest rate during period (as a percent) | 2.70% | ||||
Outstanding balance | $ 5,089 | 2,081 | |||
Debt term | 3 years | ||||
Equipment loan | Facility One | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 5,600 | $ 800 | |||
Variable rate (as a percent) | 3.25% | ||||
Principal payments | $ 800 | ||||
Number of advances | advance | 7 | ||||
Deferred financing costs | $ 100 | ||||
Equipment loan | Facility Two | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,600 | ||||
Effective interest rate during period (as a percent) | 5.90% | 8.00% | |||
Principal payments | $ 300 | ||||
Outstanding balance | $ 0 | $ 1,300 | |||
Interest rate (as a percent) | 6.00% | ||||
Equipment loan | Facility Two | Interest Expense | |||||
Debt Instrument [Line Items] | |||||
Deferred loan fees written off to interest expense (less than) | 100 | ||||
Secured equipment loan facility | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity | 3,400 | ||||
Secured equipment loan facility | Facility One | |||||
Debt Instrument [Line Items] | |||||
Outstanding balance | $ 5,100 |
Long-Term Debt - Future Minimum
Long-Term Debt - Future Minimum Aggregate Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 5,114 | |
2023 | 2,133 | |
2024 | 823 | |
Total | $ 8,070 | $ 8,003 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) $ / shares in Units, $ in Thousands | Sep. 29, 2021shares | Jan. 04, 2021USD ($)share | Jun. 11, 2020USD ($)shares | Apr. 17, 2020USD ($)shares | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | May 31, 2021USD ($) | Dec. 31, 2019USD ($) | Nov. 15, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 53,500 | |||||||||
Loss on convertible note modification | $ 50,577 | $ 0 | ||||||||
Exchange ratio | 0.8149 | |||||||||
Convertible Notes Due April 17, 2035 | Series D | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares issued upon conversion | shares | 11,636,645 | 2,895,934 | ||||||||
Convertible Notes Due January 3, 2023 | Convertible Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on convertible note modification | $ 50,600 | |||||||||
Convertible Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying amount of debt | $ 0 | $ 0 | ||||||||
Convertible Note | Convertible Notes Due November 15, 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,500 | |||||||||
Effective interest rate (as a percent) | 2.00% | 2.00% | ||||||||
Carrying amount of debt | $ 1,500 | |||||||||
Convertible Note | Convertible Notes Due April 17, 2035 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 5,500 | |||||||||
Effective interest rate (as a percent) | 1.44% | |||||||||
Amount of debt converted | $ 4,400 | $ 1,100 | ||||||||
Convertible Note | Convertible Notes Due January 3, 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 5,000 | |||||||||
Effective interest rate (as a percent) | 1.28% | |||||||||
Conversion price (in usd per share) | $ / shares | $ 0.74 | |||||||||
Conversion of debt, shares issued (in shares) | shares | 6,820,022 | |||||||||
Number of shares the note is convertible into | share | 5,557,864 |
Equity Instruments - Redeemable
Equity Instruments - Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 13, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||
Authorized (in shares) | 10,000,000 | 125,419,265 | ||
Issued (in shares) | 0 | 117,734,383 | ||
Outstanding (in shares) | 0 | 117,734,383 | 27,967,896 | |
Original issue price per share (in usd per share) | $ 0 | $ 0.37534 | ||
Liquidation Preference | $ 0 | $ 133,762 | ||
Carrying value | $ 0 | $ 123,704 | $ 101,858 | |
Series A | ||||
Temporary Equity [Line Items] | ||||
Authorized (in shares) | 8,906,694 | |||
Issued (in shares) | 6,726,134 | |||
Outstanding (in shares) | 6,726,134 | |||
Original issue price per share (in usd per share) | $ 2.928 | |||
Liquidation Preference | $ 19,696 | |||
Carrying value | $ 17,030 | |||
Series B | ||||
Temporary Equity [Line Items] | ||||
Authorized (in shares) | 10,385,804 | |||
Issued (in shares) | 8,386,456 | |||
Outstanding (in shares) | 8,386,456 | |||
Original issue price per share (in usd per share) | $ 3.851 | |||
Liquidation Preference | $ 32,300 | |||
Carrying value | $ 32,176 | |||
Series C | ||||
Temporary Equity [Line Items] | ||||
Authorized (in shares) | 8,848,760 | |||
Issued (in shares) | 8,399,058 | |||
Outstanding (in shares) | 8,399,058 | |||
Original issue price per share (in usd per share) | $ 5.524 | |||
Liquidation Preference | $ 46,400 | |||
Carrying value | $ 39,378 | |||
Series D | ||||
Temporary Equity [Line Items] | ||||
Authorized (in shares) | 97,278,007 | |||
Issued (in shares) | 94,222,735 | |||
Outstanding (in shares) | 94,222,735 | |||
Original issue price per share (in usd per share) | $ 0.375 | |||
Liquidation Preference | $ 35,366 | |||
Carrying value | $ 35,120 |
Equity Instruments - Redeemab_2
Equity Instruments - Redeemable Convertible Preferred Stock, Narrative (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | |||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 117,734,383 | |
Redeemable convertible preferred stock, shares oustanding (in shares) | 0 | 117,734,383 | 27,967,896 |
Number of shares issuable | 147,876,672 |
Equity Instruments - Conversion
Equity Instruments - Conversion of Redeemable Convertible Preferred Stock into Common Stock at a conversion ratio of 3:1 and Issuance of Series D Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Apr. 13, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) |
Temporary Equity [Line Items] | ||||
Conversion ratio | 3 | |||
Number of shares converted | shares | 4,456,248 | |||
Carrying value | $ 0 | $ 123,704 | $ 101,858 | |
Common stock, fair value | $ 200 | |||
Extinguishment of redeemable convertible preferred stock | $ 13,100 | 13,274 | ||
Extinguishment of redeemable convertible preferred stock | $ (13,274) | |||
Number of shares issued | shares | 75,660,962 | |||
Original issue price per share (in usd per share) | $ / shares | $ 0.37534 | $ 0 | ||
Additional Paid-In Capital | ||||
Temporary Equity [Line Items] | ||||
Extinguishment of redeemable convertible preferred stock | $ 200 | $ 223 | ||
Accumulated Deficit | ||||
Temporary Equity [Line Items] | ||||
Extinguishment of redeemable convertible preferred stock | $ 13,100 | 13,051 | ||
Series A Redeemable Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Number of shares converted | shares | 2,167,198 | |||
Carrying value | $ 17,030 | |||
Original issue price per share (in usd per share) | $ / shares | $ 2.928 | |||
Series B Redeemable Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Number of shares converted | shares | 1,999,348 | |||
Carrying value | $ 32,176 | |||
Original issue price per share (in usd per share) | $ / shares | $ 3.851 | |||
Series C Redeemable Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Number of shares converted | shares | 289,702 | |||
Carrying value | $ 39,378 | |||
Original issue price per share (in usd per share) | $ / shares | $ 5.524 | |||
Proceeds from issuance of redeemable convertible preferred stock | $ 0 | $ 0 | ||
Common Stock | ||||
Temporary Equity [Line Items] | ||||
Number of shares to be converted into | shares | 1,210,513 | |||
Redeemable Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Carrying value | $ 13,300 | |||
Extinguishment of redeemable convertible preferred stock | $ 13,300 | |||
Series D Redeemable Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Carrying value | $ 35,120 | |||
Number of shares issued | shares | 44,794,885 | |||
Original issue price per share (in usd per share) | $ / shares | $ 0.375 | |||
Proceeds from issuance of redeemable convertible preferred stock | $ 16,800 | $ 0 | $ 28,153 |
Equity Instruments - Common Sto
Equity Instruments - Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2021 | Sep. 29, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 59,504,320 | 66,830,878 | 175,857,763 |
2014 Stock Option Plan | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 7,223,913 | ||
Redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 0 | 147,876,672 | |
Redeemable convertible preferred stock warrants | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 0 | 408,729 | |
Common stock warrants | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 13,075,000 | 214,033 | |
Restricted stock units issued and outstanding | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 4,041,346 | 0 | |
Stock options issued and outstanding | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 21,191,226 | 21,471,321 | |
Shares available for future grant under Equity Incentive Plan | 2014 Stock Option Plan | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 0 | 5,887,008 | |
Shares available for future grant under Equity Incentive Plan | 2021 Stock Option Plan | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 17,533,471 | 0 | |
Reserved for employee stock purchase plan | |||
Class of Stock [Line Items] | |||
Total shares of common stock reserved | 3,663,277 | 0 |
Equity Instruments - Warrant Li
Equity Instruments - Warrant Liabilities, Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021$ / shares$ / warrantshares | Dec. 31, 2020$ / shares$ / warrantshares | Dec. 02, 2020$ / shares$ / warrantshares | |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | ||
Common stock warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 13,075,000 | 214,033 | |
Warrants, exercise ratio | 1 | 1 | |
Private placement warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 4,450,000 | 4,450,000 | |
Fair value on issue date per warrant (in usd per warrant) | $ / warrant | 2 | ||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | ||
Public warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 8,625,000 | 34,500,000 | |
Warrants term | 5 years | ||
Fair value on issue date per warrant (in usd per warrant) | $ / warrant | 3.30 | 10 | |
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | |
Redeemable convertible preferred stock warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 173,362 | ||
Warrants term | 10 years | ||
Stock converted (in shares) | 243,195 | ||
Series A redeemable convertible preferred stock | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 13,362 | ||
Fair value on issue date per warrant (in usd per warrant) | $ / warrant | 1.25 | ||
Exercise price of warrants (in usd per share) | $ / shares | $ 1.12 | ||
Warrants, conversion ratio | 0.4591 | ||
Stock converted (in shares) | 12,517 | ||
Series C redeemable convertible preferred stock | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants (in shares) | 160,000 | ||
Fair value on issue date per warrant (in usd per warrant) | $ / warrant | 1.05 | ||
Exercise price of warrants (in usd per share) | $ / shares | $ 5.52 | ||
Warrants, conversion ratio | 0.4216 | ||
Stock converted (in shares) | 114,285 | ||
Expected volatility | Redeemable convertible preferred stock warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant, measurement input | 1.080 | ||
Risk-free interest rate | Redeemable convertible preferred stock warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant, measurement input | 0.009 |
Equity Instruments - Warrants f
Equity Instruments - Warrants for Shares of Stock (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($)$ / shares$ / warrantshares | Dec. 31, 2020USD ($)$ / shares$ / warrantshares | Dec. 02, 2020$ / shares$ / warrantshares |
Class of Warrant or Right [Line Items] | |||
Exercise Price per warrant (in usd per share) | $ / shares | $ 11.50 | ||
Fair Value | $ | $ 21,705 | $ 181 | |
Common stock warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 13,075,000 | 214,033 | |
Fair Value | $ | $ 21,705 | ||
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 4,450,000 | ||
Exercise Price per warrant (in usd per share) | $ / shares | $ 11.50 | ||
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 2 | ||
Fair Value | $ | $ 7,387 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 8,625,000 | 34,500,000 | |
Exercise Price per warrant (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | |
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 3.30 | 10 | |
Fair Value | $ | $ 14,318 | ||
Common stock warrants, due December 2, 2025 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 11,132 | ||
Exercise Price per warrant (in usd per share) | $ / shares | $ 0.87 | ||
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 0.70 | ||
Common stock warrants, due July 2, 2028 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 40,715 | ||
Exercise Price per warrant (in usd per share) | $ / shares | $ 2.47 | ||
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 2 | ||
Common stock warrants, due December 17, 2030 | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 162,186 | ||
Exercise Price per warrant (in usd per share) | $ / shares | $ 0.18 | ||
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 0.17 | ||
Redeemable convertible preferred stock | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 173,362 | ||
Series A redeemable convertible preferred stock | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 13,362 | ||
Exercise Price per warrant (in usd per share) | $ / shares | $ 1.12 | ||
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 1.25 | ||
Series C redeemable convertible preferred stock | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants (in shares) | 160,000 | ||
Exercise Price per warrant (in usd per share) | $ / shares | $ 5.52 | ||
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 1.05 |
Equity Instruments - Rollforwar
Equity Instruments - Rollforward of Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liability [Roll Forward] | ||
Beginning Balance | $ 181 | |
Loss/gain on fair value of warrants | 5,202 | $ (4) |
Ending Balance | 21,705 | 181 |
Redeemable convertible preferred stock warrants | ||
Warrant Liability [Roll Forward] | ||
Beginning Balance | 181 | 185 |
Loss/gain on fair value of warrants | 4,484 | (4) |
Exercise of warrants (Redeemable preferred convertible stock) | (4,665) | 0 |
Ending Balance | 0 | 181 |
Common stock warrants | ||
Warrant Liability [Roll Forward] | ||
Beginning Balance | 0 | |
Reclassification of warrants liability upon the reverse recapitalization | 21,051 | |
Loss/gain on fair value of warrants | (654) | |
Ending Balance | $ 21,705 | $ 0 |
Equity Instruments - Warrants,
Equity Instruments - Warrants, Fair Value Assumptions (Details) | Dec. 31, 2021alternative_energy_credit | Dec. 31, 2020 |
Redeemable convertible preferred stock warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 10 years | |
Redeemable convertible preferred stock warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 1.080 | |
Redeemable convertible preferred stock warrants | Expected volatility | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.350 | |
Redeemable convertible preferred stock warrants | Expected volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.450 | |
Redeemable convertible preferred stock warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.009 | |
Redeemable convertible preferred stock warrants | Risk-free interest rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.001 | |
Redeemable convertible preferred stock warrants | Risk-free interest rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.008 | |
Redeemable convertible preferred stock warrants | Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 | |
Common stock warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 4 years 9 months | |
Common stock warrants | Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 7.81 | |
Common stock warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.405 | |
Common stock warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.012 | |
Common stock warrants | Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 |
Equity Instruments - Contingent
Equity Instruments - Contingent Earnout Liabilities, Narrative (Details) $ / shares in Units, $ in Millions | Sep. 29, 2021USD ($)trancheleased_asset$ / sharesshares | Dec. 31, 2021shares |
JAWS Spitfire | ||
Class of Stock [Line Items] | ||
Fair value of total earnout shares | $ | $ 120.8 | |
Eligible Velo3D Equityholders | ||
Class of Stock [Line Items] | ||
Earnout period | 5 years | |
Number of tranches | tranche | 2 | |
Eligible Velo3D Equityholders | JAWS Spitfire | ||
Class of Stock [Line Items] | ||
Number of shares that the holders may receive (in shares) | shares | 10,879,074 | |
Eligible Velo3D Equityholders | JAWS Spitfire | Maximum | ||
Class of Stock [Line Items] | ||
Number of shares that the holders may receive (in shares) | shares | 21,758,148 | 21,758,148 |
Eligible Velo3D Equityholders | Contingent Earnout Liability, Scenario One | ||
Class of Stock [Line Items] | ||
Percentage of common stock outstanding | 5.00% | |
Share price trigger (in usd per share) | $ / shares | $ 12.50 | |
Threshold trading days | leased_asset | 20 | |
Threshold consecutive trading days | 30 days | |
Eligible Velo3D Equityholders | Contingent Earnout Liability, Scenario Two | ||
Class of Stock [Line Items] | ||
Percentage of common stock outstanding | 5.00% | |
Share price trigger (in usd per share) | $ / shares | $ 15 | |
Threshold trading days | leased_asset | 20 | |
Threshold consecutive trading days | 30 days |
Equity Instruments - Rollforw_2
Equity Instruments - Rollforward of Contingent Earnout Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent Earnout Liability [Roll Forward] | ||
Beginning Balance | $ 0 | |
Reclassification of contingent earnout liability upon the reverse capitalization | 120,763 | |
Gain on fair value of contingent earnout liabilities | (9,275) | $ 0 |
Ending Balance | $ 111,487 | $ 0 |
Equity Instruments - Continge_2
Equity Instruments - Contingent Earnout Liabilities, Fair Value Assumptions (Details) | Dec. 31, 2021$ / shares | Sep. 29, 2021$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected Term (years) | 4 years 9 months | 5 years |
Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 7.81 | 8.44 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0.525 | 0.480 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0.012 | 0.010 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0 | 0 |
Equity Incentive Plans & Stoc_3
Equity Incentive Plans & Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 29, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock reserved for issuance | 59,504,320 | 66,830,878 | 175,857,763 |
Award expiration period | 10 years | ||
Award vesting period | 4 years | ||
Unrecognized compensation cost | $ 29 | ||
Earnout period | 5 years | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 4 | ||
Unrecognized compensation cost, period for recognition | 3 years 8 months 12 days | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 3.4 | ||
Unrecognized compensation cost, period for recognition | 2 years 3 months 18 days | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price of stock options as percentage of fair value | 110.00% | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock reserved for issuance | 3,663,277 | 0 | |
2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock reserved for issuance | 7,223,913 | ||
Award expiration period | 10 years | ||
Exercise price of stock options as percentage of fair value | 110.00% | ||
Award vesting period | 4 years | ||
2021 EIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock reserved for issuance | 42,766,043 |
Equity Incentive Plans & Stoc_4
Equity Incentive Plans & Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | |||
Outstanding as of beginning of period (in shares) | 21,191 | 21,471 | 4,846 |
Granted (in shares) | 1,023 | 20,923 | |
Exercised (in shares) | (269) | (55) | |
Forfeited or expired (in shares) | (1,034) | (4,243) | |
Outstanding as of end of period (in shares) | 21,191 | 21,471 | 4,846 |
Options vested and expected to vest as of end of period (in shares) | 21,191 | 21,471 | |
Vested and exercisable as of end of period (in shares) | 9,361 | 2,697 | |
Weighted-Average Exercise Price | |||
Outstanding as of beginning of period (in usd per share) | $ 0.33 | $ 1.51 | |
Granted (in usd per share) | 6.69 | 0.25 | |
Exercised (in usd per share) | 1.35 | 0.98 | |
Forfeited or expired (in usd per share) | 1.09 | 0.67 | |
Outstanding as of end of period (in usd per share) | 0.58 | 0.33 | $ 1.51 |
Options vested and expected to vest as of end of period (in usd per share) | 0.58 | 0.33 | |
Vested and exercisable as of end of period (in usd per share) | $ 0.56 | $ 0.94 | |
Weighted-Average Remaining Contractual Term in years | 8 years 2 months 12 days | 9 years 3 months 18 days | 8 years 1 month 6 days |
Additional Disclosures | |||
Aggregate intrinsic value of options outstanding | $ 153.2 | $ 3.9 | |
Aggregate intrinsic value of options exercised | $ 1 | $ 0 | |
Weighted-average grant date fair value of options granted (in usd per share) | $ 3.58 | $ 0.11 | |
Grant date fair value of options vested | $ 1.5 | $ 0.3 |
Equity Incentive Plans & Stoc_5
Equity Incentive Plans & Stock-Based Compensation - Weighted-Average Assumptions (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (as a percent) | 59.00% | 60.00% |
Risk-free interest rate, minimum (as a percent) | 0.90% | 0.40% |
Risk-free interest rate, maximum (as a percent) | 1.00% | 0.50% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Expected term (in years) | 5 years 8 months 19 days | 6 years 14 days |
Discount for Lack of Marketability (as a percent) | 9.20% | 28.50% |
Equity Incentive Plans & Stoc_6
Equity Incentive Plans & Stock-Based Compensation - RSUs Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Balance as of beginning of period (in shares) | 0 | |
Granted (in shares) | 4,041 | |
Released (in shares) | 0 | |
Cancelled (in shares) | 0 | |
Balance as of end of period (in shares) | 4,041 | |
Expected to vest (in shares) | 4,041 | |
Weighted-Average Grant Date Fair Value | ||
Balance as of beginning of period (in usd per share) | $ 7.26 | $ 0 |
Granted (in usd per share) | 7.26 | |
Released (in usd per share) | 0 | |
Cancelled (in usd per share) | 0 | |
Balance as of end of period (in usd per share) | 7.26 | |
Expected to vest (in usd per share) | $ 7.26 | |
Aggregate Intrinsic Value | ||
Balance as of beginning of period | $ 0 | |
Granted | 29,476 | |
Released | 0 | |
Cancelled | 0 | |
Balance as of end of period | 29,476 | |
Expected to vest | $ 31,563 |
Equity Incentive Plans & Stoc_7
Equity Incentive Plans & Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 4,368 | $ 1,455 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,851 | 728 |
Selling and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 816 | 373 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,701 | 354 |
Restricted stock units | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 355 | 0 |
Stock options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 2,453 | 1,455 |
Earnout shares - employees | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 1,560 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | ||
Tax at federal statutory rate | $ (22,489) | $ (4,579) |
State, net of federal benefit | (3,100) | (922) |
Stock based compensation | 341 | 234 |
Fair value adjustments | 9,766 | 0 |
Transaction costs | (1,838) | 0 |
Other | (990) | (527) |
Change in valuation allowance | 18,310 | 5,794 |
Total provision for income taxes | $ 0 | $ 0 |
Percent | ||
Tax at federal statutory rate (as a percent) | (21.00%) | (21.00%) |
State, net of federal benefit (as a percent) | (2.90%) | (4.20%) |
Stock-based compensation (as a percent) | 0.30% | 1.10% |
Fair value adjustments (as a percent) | 9.10% | 0.00% |
Transaction costs (as a percent) | (1.70%) | 0.00% |
Other (as a percent) | (0.90%) | (2.50%) |
Change in valuation allowance (as a percent) | 17.10% | 26.60% |
Total provision for income taxes (as a percent) | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 51,036 | $ 35,818 |
Research and development tax credits | 7,018 | 5,286 |
Stock based compensation | 1,250 | 594 |
Fixed assets and intangibles | (342) | 61 |
Lease liability | 2,798 | 181 |
Other timing differences | 1,622 | 565 |
Total deferred tax assets | 63,382 | 42,505 |
Valuation allowance | (60,653) | (42,342) |
Net deferred tax assets | 2,729 | 163 |
Deferred tax liabilities | ||
Right of use assets | (2,729) | (163) |
Total deferred tax liabilities | (2,729) | (163) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Increase in valuation allowance | $ 18,300 | $ 5,800 | |
Uncertain tax benefits | 3,684 | 2,861 | $ 2,430 |
Accrued interest and penalties related to uncertain tax positions | 0 | ||
Operating Loss Carryforwards [Line Items] | |||
Increase in unrecognized tax benefits due to additional research and development credits | 823 | 431 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 193,200 | 131,200 | |
Net operating loss that can be carried forward indefinitely | 147,300 | ||
Federal | Research and Developmental | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 5,900 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 149,900 | 118,500 | |
State | Research and Developmental | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 5,600 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax liability | $ 0 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 2,861 | $ 2,430 |
Additions based on tax positions related to the current year | 823 | 431 |
Balance at end of year | $ 3,684 | $ 2,861 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 27.7 |
Employee Defined - Contributi_2
Employee Defined - Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Percentage of contributions that fully vest | 100.00% | |
Employer contribution, percentage of employee's eligible compensation | 3.00% | |
Contributions | $ 0.6 | $ 0.4 |
Revenue - Concentration of Cred
Revenue - Concentration of Credit Risk and Other Risks and Uncertainties (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total Revenue | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 27.80% | 41.10% |
Total Revenue | Customer 2 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.50% | |
Total Revenue | Customer 3 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.80% | |
Total Revenue | Customer 4 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.20% | 0.00% |
Total Revenue | Customer 5 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.60% | |
Total Revenue | Customer 6 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | |
Accounts Receivable, Net | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 71.20% | 85.60% |
Accounts Receivable, Net | Customer 3 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 16.00% | 0.00% |
Accounts Receivable, Net | Customer 4 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 0.00% | |
Accounts Receivable, Net | Customer 5 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 0.00% | 0.00% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Area (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)assets | Dec. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 27,439 | $ 18,975 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 22,926 | 13,046 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,513 | $ 5,929 |
Other | Equipment on lease | ||
Disaggregation of Revenue [Line Items] | ||
Number of long-lived assets | assets | 1 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized included in contract liabilities | $ 1 | $ 0.5 |