Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39757 | ||
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 | $ 116.2 | ||
Entity Common Stock, Shares Outstanding | 192,393,999 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2023 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 | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001825079 | ||
Document Information [Line Items] | |||
Current Fiscal Year End Date | --12-31 | ||
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 $11.50 per share | ||
Trading Symbol | VLD WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Jose, California |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 31,983,000 | $ 207,602,000 |
Short-term investments | 48,214,000 | 15,483,000 |
Accounts receivable, net | 9,185,000 | 12,778,000 |
Inventories | 71,202,000 | 22,479,000 |
Contract assets | 6,805,000 | 274,000 |
Prepaid expenses and other current assets | 5,533,000 | 9,458,000 |
Total current assets | 172,922,000 | 268,074,000 |
Property and equipment, net | 19,812,000 | 10,046,000 |
Equipment on lease, net | 9,070,000 | 8,366,000 |
Other assets | 23,310,000 | 16,231,000 |
Total assets | 225,114,000 | 302,717,000 |
Current liabilities: | ||
Accounts payable | 12,207,000 | 9,882,000 |
Accrued expenses and other current liabilities | 15,877,000 | 9,414,000 |
Debt – current portion | 2,775,000 | 5,114,000 |
Contract liabilities | 15,194,000 | 22,252,000 |
Total current liabilities | 46,053,000 | 46,662,000 |
Long-term debt – less current portion | 5,422,000 | 2,956,000 |
Contingent earnout liabilities (Note 12) | 17,414,000 | 111,487,000 |
Warrant liabilities (Note 12) | 2,745,000 | 21,705,000 |
Other noncurrent liabilities | 12,634,000 | 9,492,000 |
Total liabilities | 84,268,000 | 192,302,000 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.00001 par value – 500,000,000 shares authorized at December 31, 2022 and 2021, respectively, 187,561,368 and 183,232,494 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 2,000 | 2,000 |
Additional paid-in capital | 361,528,000 | 340,294,000 |
Accumulated other comprehensive loss | (837,000) | (14,000) |
Accumulated deficit | (219,847,000) | (229,867,000) |
Total stockholders’ equity | 140,846,000 | 110,415,000 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 225,114,000 | $ 302,717,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | |
Common stock, shares issued | 187,561,368 | 183,232,494 |
Common stock, shares outstanding | 187,561,368 | 183,232,494 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Recurring payment | $ 4,161 | $ 1,589 |
Total Revenue | 80,757 | 27,439 |
Total cost of revenue | 77,863 | 22,481 |
Gross profit | 2,894 | 4,958 |
Operating expenses | ||
Research and development | 46,266 | 27,002 |
Selling and marketing | 23,907 | 12,363 |
General and administrative | 36,982 | 23,352 |
Total operating expenses | 107,155 | 62,717 |
Loss from operations | (104,261) | (57,759) |
Interest expense | (372) | (2,740) |
Loss on the convertible note modification | 0 | (50,577) |
Gain (loss) on fair value of warrants | 19,129 | (5,202) |
Gain on fair value of contingent earnout liabilities | 94,073 | 9,275 |
Other income (expense), net | 1,451 | (88) |
Gain (loss) before provision for income taxes | 10,020 | (107,091) |
Provision for income taxes | 0 | 0 |
Net income (loss) | $ 10,020 | $ (107,091) |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.05 | $ (1.82) |
Diluted (in dollars per share) | $ 0.05 | $ (1.82) |
Denominator: | ||
Basic weighted average shares outstanding | 185,079,101 | 58,688,496 |
Diluted weighted average shares outstanding | 202,174,903 | 58,688,496 |
Net income (loss) | $ 10,020 | $ (107,091) |
Net unrealized holding losses on available-for-sale investments | (823) | (14) |
Total comprehensive income (loss) | 9,197 | (107,105) |
3D Printer | ||
Revenue from contract with customer | 71,346 | 23,015 |
Total cost of revenue | 68,253 | 17,560 |
Recurring payment | ||
Total cost of revenue | 2,612 | 1,112 |
Support services | ||
Revenue from contract with customer | 5,250 | 2,835 |
Total cost of revenue | $ 6,998 | $ 3,809 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ 10,020 | $ (107,091) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation and amortization | 5,290 | 3,007 |
Stock-based compensation | 20,148 | 4,368 |
Loss on convertible note modification | 0 | 50,577 |
Loss (gain) on fair value of warrants | (19,129) | 5,202 |
Gain on fair value of contingent earnout liabilities | (94,073) | (9,276) |
Bad debt provision | 387 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | 3,206 | (11,546) |
Inventories | (47,017) | (8,010) |
Contract assets | (6,531) | 2,759 |
Prepaid expenses and other current assets | 6,142 | (7,628) |
Other assets | (1,241) | (14,499) |
Accounts payable | 2,341 | 1,876 |
Accrued expenses and other liabilities | 6,362 | 6,878 |
Contract liabilities | (7,058) | 17,550 |
Other noncurrent liabilities | (2,809) | 9,429 |
Net cash used in operating activities | (123,962) | (56,404) |
Cash flows from investing activities | ||
Purchase of property and equipment | (13,822) | (9,619) |
Production of equipment for lease to customers | (5,595) | (8,480) |
Purchases of available-for-sale investments | (87,655) | (15,491) |
Proceeds from maturity of available for sale investments | 54,050 | 0 |
Net cash used in investing activities | (53,022) | (33,590) |
Cash flows from financing activities | ||
Proceeds from Merger, net of transaction costs | 0 | 123,270 |
Proceeds from PIPE financing | 0 | 155,000 |
Proceeds from term loan | 0 | 19,339 |
Proceeds from loan refinance, net of issuance costs | 6,664 | 0 |
Repayment of loans in connection with loan refinance | (8,089) | 0 |
Repayment of term loan | 0 | (25,283) |
Repayment of property and equipment loan | (889) | (833) |
Proceeds from term loan revolver facility | 0 | 3,000 |
Proceeds from equipment loans | 2,400 | 5,419 |
Repayment of equipment loans | 0 | (2,411) |
Proceeds from convertible notes | 0 | 5,000 |
Issuance of common stock upon exercise of stock options | 1,256 | 385 |
Net cash provided by financing activities | 1,342 | 282,886 |
Effect of exchange rate on cash and cash equivalents | 23 | (7) |
Net change in cash and cash equivalents | (175,619) | 192,885 |
Cash and cash equivalents and restricted cash at beginning of period | 208,402 | 15,517 |
Cash and cash equivalents and restricted cash at end of period | 32,783 | 208,402 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 372 | 1,417 |
Supplemental disclosure of non-cash information | ||
Conversion of convertible notes to Series D redeemable convertible preferred stock | 0 | 5,000 |
Unpaid liabilities related to property and equipment | 0 | 1,271 |
Conversion of warrants into redeemable convertible preferred stock, net settlement | 0 | 899 |
Conversion of redeemable convertible preferred stock into common stock | 0 | 180,180 |
Conversion of warrants into common stock, net settlement | 0 | 3,635 |
Reclassification of warrants liability upon the reverse recapitalization | 0 | 21,051 |
Reclassification of contingent earnout liability upon the reverse recapitalization | 0 | 120,763 |
Issuance of warrants | 170 | 316 |
Cash and Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 31,983 | 207,602 |
Restricted cash | 800 | 800 |
Total cash and cash equivalents, and restricted cash | $ 32,783 | $ 208,402 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance as of the end of period | $ 123,704,000 | ||||
Balance as of beginning of period (in shares) at Dec. 31, 2020 | 117,734,383 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 126,802 | ||||
Issuance of redeemable convertible preferred stock and common stock, net of issuance costs | $ 899,000 | ||||
Exchange of convertible notes and accrued interest for Series D redeemable convertible preferred stock (in shares) | 6,820,022 | ||||
Conversion of convertible notes into preferred stock | $ 55,577,000 | ||||
Extinguishment of redeemable convertible preferred stock (in shares) | (124,681,207) | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | $ (180,180,000) | ||||
Balance as of end of period (in shares) at Dec. 31, 2021 | 0 | ||||
Balance as of beginning of period (in shares) at Dec. 31, 2020 | 16,003,558 | ||||
Balance as of beginning of period at Dec. 31, 2020 | $ (107,821,000) | $ 1,000 | $ 14,954,000 | $ 0 | $ (122,776,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of preferred stock into common stock | $ 180,180,000 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 269,000 | 269,112 | |||
Issuance of common stock upon exercise of stock options | $ 385,000 | 385,000 | |||
Issuance of common stock warrants | 316,000 | 316,000 | |||
Extinguishment of redeemable convertible preferred stock (in shares) | 126,310,700 | ||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 180,180,000 | ||||
Conversion of warrants into common stock, net settlement (in shares) | 239,992 | ||||
Conversion of warrants into common stock, net settlement | 3,635,000 | 3,635,000 | |||
Issuance of contingent earnout liability upon the reverse recapitalization | 120,763,000 | 120,763,000 | |||
Issuance of warrants upon the reverse recapitalization | 21,051,000 | 21,051,000 | |||
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 | 278,271,000 | $ 1,000 | 278,270,000 | ||
Stock-based compensation | 4,368,000 | 4,368,000 | |||
Net income (loss) | (107,091,000) | (107,091,000) | |||
Other comprehensive loss | (14,000) | (14,000) | |||
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 | 110,415,000 | $ 2,000 | 340,294,000 | (14,000) | (229,867,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance as of the end of period | $ 0 | ||||
Balance as of end of period (in shares) at Dec. 31, 2022 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 2,981,000 | 2,980,626 | |||
Issuance of common stock upon exercise of stock options | 1,256,000 | ||||
Issuance of common stock warrants | $ 170,000 | 170,000 | |||
Stock-based compensation | 20,148,000 | $ 1,348,248 | 20,148,000 | ||
Net income (loss) | 10,020,000 | 10,020,000 | |||
Other comprehensive loss | (823,000) | (823,000) | |||
Balance as of end of period (in shares) at Dec. 31, 2022 | 187,561,368 | ||||
Balance as of end of period at Dec. 31, 2022 | 140,846,000 | $ 2,000 | $ 361,528,000 | $ (837,000) | $ (219,847,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | 1,256,000 | ||||
Balance as of the end of period | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
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 subsidiaries are Velo3D US, Inc., (formerly known as Velo3D, Inc. (“ Legacy Velo3D ”), was founded in June 2014 as a Delaware corporation headquartered in Campbell, California), Velo3D, B.V., (a sales and marketing office located in the Netherlands) and Velo3D, GmbH, (a sales and marketing office located in Germany). 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 subsidiaries 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 losses from operations through the years ended December 31, 2022 and 2021, respectively, and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of December 31, 2022, the Company had an accumulated deficit of $219.8 million . As of March 20, 2023, the issuance date of the consolidated financial statements, the Company believes that the cash and cash equivalents on hand, 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. On February 6, 2023, the Company entered into a sales agreement (the “ ATM Sales Agreement ”) with Needham & Company, LLC (“ Needham ”), as agent, pursuant to which the Company may offer and sell, from time to time through Needham, shares of its common stock, par value $0.00001 per share. See Note 18. Subsequent Events , for further information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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, variable consideration for sale and utilization fee 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 17, Revenue, for customer concentration of revenue and accounts receivable. The Company relies on several key suppliers for products and services. While alternative providers have and 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 lingering effects of 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. While the COVID-19 pandemic has tapered, 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 10, Long-Term Debt and Note 11, 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, which automatically renews for another annual period. 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 Revenue - Variable Consideration - The sales of 3D Printer systems under certain contracts may include variable consideration such that the Company is entitled to a rate per print hour used on the 3D Printer systems. The Company makes certain estimates in calculating the variable consideration, including amount of hours, the estimated life of the equipment and the discount rate. Although estimates may be made on a contract-by-contract basis, whenever possible, the Company uses all available information including historical customer usage and collection patterns to estimate variable consideration. Management reassesses the estimated variable consideration quarterly. The Company estimates its variable consideration on a quarterly basis based on the latest data available, and adjust the transaction price accordingly by recording an adjustment to net revenue and contract assets. The Company has recognized the estimate of variable consideration to the extent that it is probable that a significant reversal will not occur as a result from a change in estimation. Sales with variable consideration represented 18% of revenue during the year ended December 31, 2022 and none of our revenue during year ended December 31, 2021. 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, 2022 and 2021 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 ”). 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 Company has evaluated our customer history on renewals, returns and purchase options and have determined the operating lease period of 12 months is appropriate and will continue to monitor our customer expectations. 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, 2022 or December 31, 2021. 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, 2022 and 2021. 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.......................................................................... 3 - 5 years Computers and software.................................................................. 1 - 3 years R&D lab equipment.......................................................................... 3 - 5 years Furniture and fixtures........................................................................ 3 - 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 10 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, 2022 and 2021 , 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. 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. 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 Income (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 ”), 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, 2022, 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. In conjunction with the joinder and fourth loan modification agreement on July 25, 2022, we issued to Silicon Valley Bank warrants to purchase up to 70,000 shares of the Company’s common stock at an exercise price of $2.56 per warrant share (the “ 2022 Private Warrant ” and together with the Public Warrants and the Private Placement Warrants, the “ Common Stock Warrants ”). The 2022 Private Warrant is exercisable until July 24, 2034 and allow cashless exercise in whole or part. The Company evaluated the Common Stock Warrants, and concluded that they all do not meet the criteria to be classified within stockholders’ equity. The warrant agreement governing the Public Warrants and Private Placement 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 Public Warrants and the Private Placement Warrants would be entitled to receive cash for all of their Public Warrants and Private Placement Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Public Warrant and Private Placement 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 us from classifying the Public Warrants and Private Placement Warrants in stockholders’ equity. The 2022 Private Warrants also contain similar provisions on the treatment in the event of a qualifying cash tender offer that preclude us from classifying the 2022 Public Warrants in stockholders' equity. The Company classifies the Common Stock 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 12, 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, 2022 and 2021 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 c |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
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 Business Combination 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, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Income (Loss) per Share The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share to common stockholders: December 31, 2022 2021 (In thousands, except share per share data) Numerator: Net income (loss) $ 10,020 $ (107,091) Denominator: Basic weighted average shares outstanding 185,079,101 58,688,496 Effect of dilutive securities: Common stock warrants 7,999 — Restricted stock units 345,714 — Common stock options 16,742,089 — Diluted weighted average shares outstanding 202,174,903 58,688,496 Net income (loss) per share Basic $ 0.05 $ (1.82) Diluted $ 0.05 $ (1.82) 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, 2022 2021 (per share data) Common stock warrants 13,075,000 13,075,000 Restricted stock units issued and outstanding 3,819,727 4,041,346 Common stock options issued and outstanding 725,711 21,191,226 Total potentially dilutive common share equivalents 17,620,438 38,307,572 Total potentially dilutive common share equivalents for the years ended December 31, 2022 and 2021, exclude 21,758,149 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, 2022 | |
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, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 31,728 $ — $ — $ 31,728 U.S. Treasury securities (ii) 24,701 — — 24,701 Corporate bonds (ii) — 23,513 — 23,513 Total financial assets $ 56,429 $ 23,513 $ — $ 79,942 Liabilities Common stock warrant liabilities (Public) (iii) $ 1,748 $ — $ — $ 1,748 Common stock warrant liabilities (Private Placement) (iii) — — 888 888 Common stock warrant liabilities (2022 Private Warrant) (iii) — — 109 109 Contingent earnout liabilities — — 17,414 17,414 Total financial liabilities $ 1,748 $ — $ 18,411 $ 20,159 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 (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, 2022 and 2021. 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 2022 Private Warrant Contingent earnout liabilities (In thousands) Fair value as of January 1, 2022 $ — $ 7,387 $ — $ 111,487 Issuance of warrants — — 170 — Change in fair value — (6,499) (61) (94,073) Fair value as of December 31, 2022 $ — $ 888 $ 109 $ 17,414 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 The fair value of the private placement warrant liability, the 2022 Private Warrant (see Note 12, Equity Instruments ), 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 the Monte Carlo Simulation 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 12, Equity Instruments ). In determining the fair value of the 2022 Private Warrant, 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 12, 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 weekly basis over the applicable earnout period using the most reliable information available (see Note 12, Equity Instruments ). |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale Investments The Company began investing in available-for-sale (“ AFS ”) investments in the fourth quarter of 2021. The following table summarizes our AFS investments. These are classified as "Short-term investments" on the consolidated balance sheets. December 31, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 25,124 $ — $ (423) $ 24,701 Corporate bonds 23,927 — (414) 23,513 Total available-for-sale investments $ 49,051 $ — $ (837) $ 48,214 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, 2022 and December 31, 2021, respectively. December 31, 2022 December 31, 2021 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ 16,702 $ (365) $ 8,141 $ (13) Greater than 12 months $ 7,999 $ (58) $ — $ — Total $ 24,701 $ (423) $ 8,141 $ (13) Corporate bonds Less than 12 months $ 18,951 $ (387) $ 5,640 $ (2) Greater than 12 months $ 1,478 $ (27) $ — $ — Total $ 20,429 $ (414) $ 5,640 $ (2) The Company does not believe these investments to be other-than-temporarily impaired as of December 31, 2022 and December 31, 2021. There were no material realized gains or losses on AFS investments for the years ended December 31, 2022 and December 31, 2021. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, Net Accounts receivable, net consisted of the following: December 31, 2022 2021 (In thousands) Trade Receivables $ 9,639 $ 12,845 Less: Allowances for Doubtful Accounts (454) (67) Total $ 9,185 $ 12,778 Inventories Inventories consisted of the following: December 31, 2022 2021 (In thousands) Raw materials $ 58,585 $ 16,594 Work-in-progress 12,617 5,885 Total $ 71,202 $ 22,479 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 (In thousands) Prepaid insurance and other $ 3,316 $ 5,326 Vendor prepayments 2,217 4,132 Total $ 5,533 $ 9,458 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2022 2021 (In thousands) Computers and software $ 2,222 $ 1,397 R&D lab equipment 7,379 2,283 Furniture and fixtures 181 88 Leasehold improvements 16,273 2,771 Construction in progress — 6,273 Total property, plant and equipment 26,055 12,812 Less accumulated depreciation and amortization (6,243) (2,766) Property, plant and equipment, net $ 19,812 $ 10,046 Depreciation expense for the years ended December 31, 2022 and 2021 was $3.6 million and $1.2 million, respectively. Other Assets Other assets consisted of the following: December 31, 2022 2021 (In thousands) Right of use assets $ 13,545 $ 11,073 Net investment in sales-type lease 6,554 $ 2,500 Non-current prepaid expenses and other assets 3,211 $ 2,658 Total Other assets $ 23,310 $ 16,231 Accrued Expenses & Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 (In thousands) Accrued expenses $ 8,602 $ 3,015 Accrued salaries and benefits 4,830 4,143 Lease liability – current portion 2,445 2,256 Total Accrued expenses and other current liabilities $ 15,877 $ 9,414 Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following: December 31, 2022 2021 (In thousands) Lease liabilities - noncurrent portion 12,206 9,184 Other noncurrent liabilities 428 308 Total other noncurrent liabilities $ 12,634 $ 9,492 See Note 12, Equity Instruments, for further details of the contingent earnout liability and warrant liabilities. |
Equipment on Lease, Net
Equipment on Lease, Net | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Equipment on Lease, Net | Equipment on Lease, Net The equipment leased to customers had a cost basis of $10.6 million and accumulated depreciation of $1.5 million as of December 31, 2022 . The total depreciation expense was $1.7 million and included in cost of revenue for the year ended December 31, 2022 . 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. The total depreciation expense was $0.7 million and included in cost of revenue for the year ended December 31, 2021. The equipment on lease initial lease terms are generally 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 Company has evaluated our customer history on renewals, returns and purchase options and have determined the operating lease period of 12 months is appropriate. As noted above, we are unsure of when the customer will return or renew leased equipment. Additionally, lessees do not provide residual value guarantees on equipment on lease. The future lease payments expected in 2023 are $1.9 million. Lease payments consisted of the following: December 31, 2022 2021 (In thousands) Equipment on lease payments 3,483 1,556 Equipment on lease variable payments 678 33 Total lease payments $ 4,161 $ 1,589 The Company entered into debt secured by certain leased equipment to customers. See Note 10, Long-term Debt, for a description of these financing arrangements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases its office and manufacturing facilities under five non-cancellable operating leases, including options to extend, which expire in 2023 to 2032. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease. During the year ended December 31, 2022 the manufacturing facility operating lease was re-measured in accordance with ASC 842, Leases , as management's intent is to exercise the renewal option at the end of the lease term due to the significant leasehold improvement investments made to the facility. The manufacturing facility operating lease at Campbell (McGlincy) expired on January 31, 2023, and was renewed on a month-to-month lease terminating on March 31, 2023. Total ROU assets and lease liabilities are as follows: December 31, 2022 2021 (In thousands) Right-of-use assets: Net book value (Other assets) $ 13,545 $ 11,073 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,411 $ 2,222 Noncurrent (Other noncurrent liabilities) 12,201 9,143 14,612 11,365 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 35 $ 33 Noncurrent (Other noncurrent liabilities) 5 41 $ 40 $ 74 Total lease liabilities $ 14,652 $ 11,439 There were no impairments recorded related to these assets as of December 31, 2022 and 2021. Information about lease-related balances were as follows: December 31, 2022 2021 (In thousands, except years and percentages) Operating lease expense $ 2,956 $ 1,058 Financing lease expense 36 31 Short-term lease expense 351 186 Total lease expense $ 3,343 $ 1,275 Cash paid for leases $ 2,360 $ 1,018 Weighted – average remaining lease term – operating leases (years) 4.1 4.9 Weighted – average discount rate – operating leases 8.7% 4.4% Maturity of operating lease liabilities as of December 31, 2022 are as follows: (In thousands) 2023 $ 2,786 2024 2,730 2025 2,266 2026 2,313 Thereafter 13,670 Total operating lease payments $ 23,765 Less portion representing imputed interest (9,153) Total operating lease liabilities $ 14,612 Less current portion 2,411 Long-term portion $ 12,201 |
Leases | Leases The Company leases its office and manufacturing facilities under five non-cancellable operating leases, including options to extend, which expire in 2023 to 2032. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease. During the year ended December 31, 2022 the manufacturing facility operating lease was re-measured in accordance with ASC 842, Leases , as management's intent is to exercise the renewal option at the end of the lease term due to the significant leasehold improvement investments made to the facility. The manufacturing facility operating lease at Campbell (McGlincy) expired on January 31, 2023, and was renewed on a month-to-month lease terminating on March 31, 2023. Total ROU assets and lease liabilities are as follows: December 31, 2022 2021 (In thousands) Right-of-use assets: Net book value (Other assets) $ 13,545 $ 11,073 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,411 $ 2,222 Noncurrent (Other noncurrent liabilities) 12,201 9,143 14,612 11,365 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 35 $ 33 Noncurrent (Other noncurrent liabilities) 5 41 $ 40 $ 74 Total lease liabilities $ 14,652 $ 11,439 There were no impairments recorded related to these assets as of December 31, 2022 and 2021. Information about lease-related balances were as follows: December 31, 2022 2021 (In thousands, except years and percentages) Operating lease expense $ 2,956 $ 1,058 Financing lease expense 36 31 Short-term lease expense 351 186 Total lease expense $ 3,343 $ 1,275 Cash paid for leases $ 2,360 $ 1,018 Weighted – average remaining lease term – operating leases (years) 4.1 4.9 Weighted – average discount rate – operating leases 8.7% 4.4% Maturity of operating lease liabilities as of December 31, 2022 are as follows: (In thousands) 2023 $ 2,786 2024 2,730 2025 2,266 2026 2,313 Thereafter 13,670 Total operating lease payments $ 23,765 Less portion representing imputed interest (9,153) Total operating lease liabilities $ 14,612 Less current portion 2,411 Long-term portion $ 12,201 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: December 31, 2022 2021 (In thousands) Revolving credit line $ 3,000 $ 3,000 Equipment loan 5,356 5,089 Deferred financing costs (159) (19) Total $ 8,197 $ 8,070 Debt – current portion 2,775 5,114 Long-term debt – less current portion $ 5,422 $ 2,956 The Company ’s banking arrangements include three facilities and a revolving credit line with its primary bank. 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 financial statements, a yearly budget, timely files taxes, maintains good standing and government compliance, maintains liability and other insurance and furnishes audited financial statements no later than the date of delivery to the Board of Directors. As of December 31, 2022, the Company was in compliance with our reporting covenants. The Company amortizes deferred financing costs over the life of the borrowing. As of December 31, 2022 and 2021, the remaining unamortized balance of deferred financing costs was $0.2 million and less than $0.1 million, respectively and was included in Debt — current portion on the balance sheets. Revolving Credit Line — In May 2021, the Company executed the third amended and restated loan and security agreement and a mezzanine loan and security agreement with Silicon Valley Bank, the Company’s primary lender, which included a $10.0 million revolving credit line and an $8.5 million secured equipment loan facility (see below). In August 2021, t he Company drew $3.0 million on the 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 effective interest rate was 5.7% and 4.7%, respectively, for the year ended December 31, 2022 and 2021. The deferred loan fees were less than $0.2 million as of December 31, 2022. On May 13, 2022, the Company entered into a first loan modification agreement that made certain modifications to the third amended and restated loan and security agreement. The first loan modification agreement, among other things, extended the maturity date of the revolving line of credit from May 14, 2022 to June 13, 2022, and included a limited waiver of a default related to the Company’s failure to maintain revenue of at least $25 million for the six month period ending March 31, 2022. On June 13, 2022, the Company entered into a second loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The second loan modification agreement, among other things, extended the maturity date of the revolving line of credit from June 13, 2022 to July 14, 2022. On July 11, 2022, the Company entered into a third loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The third loan modification agreement, among other things, extended the maturity date of the Company’s revolving line of credit to September 11, 2022. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, as amended. The joinder and fourth loan modification agreement, among other things, amended the third amended and restated loan and security agreement to (i) increase the amount of the revolving credit line to $30.0 million, and (ii) extend the maturity date of the revolving credit line to December 31, 2024. The Company has $27.0 million of the revolving credit line undrawn as December 31, 2022. On February 3, 2023, the Company drew an additional $5.0 million on the revolving credit facility, with a variable interest rate of the greater of 5.75% or Prime plus 2.50% and a term of 22 months due on December 31, 2024. The Company has $22.0 million on the revolving credit line undrawn after the draw on February 3, 2023. Interest on the outstanding balance of the revolving credit line is payable monthly at an annual rate of the Wall Street Journal Prime Rate plus 0.25% when the Company’s Adjusted Quick Ratio (“ AQR ”) is less than or equal to 1.50, and plus 0.75% when the Company’s AQR is greater than 1.50. Equipment Loan — 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. The facility had a variable interest rate of the greater of Prime rate or 3.25%. 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. As of December 31, 2021, the outstanding balance was $5.1 million. For the year ended December 31, 2022, $2.1 million in principal payments were paid and the Company executed an additional $2.4 million of advances on the equipment loans. As of December 31, 2022, the outstanding balance was $5.4 million. As of December 31, 2022, the deferred loans fees associated with the equipment loans was $0.2 million. The effective interest rate was 3.4% and 5.9% for the years ended December 31, 2022 and 2021, respectively. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, including (iii) establishing a secured equipment loan facility of up to $15.0 million available through December 31, 2023. This increased the previous $8.5 million facility to $15.0 million, which has a variable interest rate of the greater of Prime rate or 3.25% and terms of three The future minimum aggregate payments for the above borrowings are as follows as of December 31, 2022: (In thousands) 2023 $ 2,934 2024 1,622 2025 3,800 $ 8,356 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 note payable as of December 31, 2022 and 2021. 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, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Long-Term Debt Long-term debt consisted of the following: December 31, 2022 2021 (In thousands) Revolving credit line $ 3,000 $ 3,000 Equipment loan 5,356 5,089 Deferred financing costs (159) (19) Total $ 8,197 $ 8,070 Debt – current portion 2,775 5,114 Long-term debt – less current portion $ 5,422 $ 2,956 The Company ’s banking arrangements include three facilities and a revolving credit line with its primary bank. 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 financial statements, a yearly budget, timely files taxes, maintains good standing and government compliance, maintains liability and other insurance and furnishes audited financial statements no later than the date of delivery to the Board of Directors. As of December 31, 2022, the Company was in compliance with our reporting covenants. The Company amortizes deferred financing costs over the life of the borrowing. As of December 31, 2022 and 2021, the remaining unamortized balance of deferred financing costs was $0.2 million and less than $0.1 million, respectively and was included in Debt — current portion on the balance sheets. Revolving Credit Line — In May 2021, the Company executed the third amended and restated loan and security agreement and a mezzanine loan and security agreement with Silicon Valley Bank, the Company’s primary lender, which included a $10.0 million revolving credit line and an $8.5 million secured equipment loan facility (see below). In August 2021, t he Company drew $3.0 million on the 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 effective interest rate was 5.7% and 4.7%, respectively, for the year ended December 31, 2022 and 2021. The deferred loan fees were less than $0.2 million as of December 31, 2022. On May 13, 2022, the Company entered into a first loan modification agreement that made certain modifications to the third amended and restated loan and security agreement. The first loan modification agreement, among other things, extended the maturity date of the revolving line of credit from May 14, 2022 to June 13, 2022, and included a limited waiver of a default related to the Company’s failure to maintain revenue of at least $25 million for the six month period ending March 31, 2022. On June 13, 2022, the Company entered into a second loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The second loan modification agreement, among other things, extended the maturity date of the revolving line of credit from June 13, 2022 to July 14, 2022. On July 11, 2022, the Company entered into a third loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The third loan modification agreement, among other things, extended the maturity date of the Company’s revolving line of credit to September 11, 2022. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, as amended. The joinder and fourth loan modification agreement, among other things, amended the third amended and restated loan and security agreement to (i) increase the amount of the revolving credit line to $30.0 million, and (ii) extend the maturity date of the revolving credit line to December 31, 2024. The Company has $27.0 million of the revolving credit line undrawn as December 31, 2022. On February 3, 2023, the Company drew an additional $5.0 million on the revolving credit facility, with a variable interest rate of the greater of 5.75% or Prime plus 2.50% and a term of 22 months due on December 31, 2024. The Company has $22.0 million on the revolving credit line undrawn after the draw on February 3, 2023. Interest on the outstanding balance of the revolving credit line is payable monthly at an annual rate of the Wall Street Journal Prime Rate plus 0.25% when the Company’s Adjusted Quick Ratio (“ AQR ”) is less than or equal to 1.50, and plus 0.75% when the Company’s AQR is greater than 1.50. Equipment Loan — 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. The facility had a variable interest rate of the greater of Prime rate or 3.25%. 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. As of December 31, 2021, the outstanding balance was $5.1 million. For the year ended December 31, 2022, $2.1 million in principal payments were paid and the Company executed an additional $2.4 million of advances on the equipment loans. As of December 31, 2022, the outstanding balance was $5.4 million. As of December 31, 2022, the deferred loans fees associated with the equipment loans was $0.2 million. The effective interest rate was 3.4% and 5.9% for the years ended December 31, 2022 and 2021, respectively. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, including (iii) establishing a secured equipment loan facility of up to $15.0 million available through December 31, 2023. This increased the previous $8.5 million facility to $15.0 million, which has a variable interest rate of the greater of Prime rate or 3.25% and terms of three The future minimum aggregate payments for the above borrowings are as follows as of December 31, 2022: (In thousands) 2023 $ 2,934 2024 1,622 2025 3,800 $ 8,356 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 note payable as of December 31, 2022 and 2021. 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, 2022 | |
Equity [Abstract] | |
Equity Instruments | Equity Instruments 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, 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, 2022 2021 (share data) Common stock warrants 13,145,000 13,075,000 Shares available for future grant under 2021 Equity Incentive Plan 20,861,294 17,533,471 Reserved for employee stock purchase plan 5,495,601 3,663,277 Total shares of common stock reserved 39,501,895 34,271,748 Warrant liabilities Warrants for common stock of 13,145,000 and 13,075,000 were exercisable 1-to-1 as of December 31, 2022 and 2021, respectively. Private Placement Warrants, the 2022 Private Warrant 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, 2022 Issue Date Expiration Date Number of Warrants Exercise Price per warrant Fair Value on Issue Date per warrant Fair Value on December 31, 2022 (In thousands) Private Placement Warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 $ 888 2022 Private Warrant - Common Stock 07/25/2022 07/24/2034 70,000 $2.56 $2.43 $ 109 Public Warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 $ 1,748 13,145,000 $ 2,745 December 31, 2021 Issue Date Expiration Number of Exercise 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 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 warrant. 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, 2022, the number of Private Placement Warrants issued was 4,450,000. 2022 Private Warrant - Common Stock In conjunction with the joinder and fourth loan modification agreement on July 25, 2022, the Company issued to Silicon Valley Bank warrants to purchase up to 70,000 shares of the Company’s common stock at an exercise price of $2.56 per warrant share . The 2022 Private Warrant is exercisable until July 24, 2034 and allows cashless exercise in whole or part. 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 shares of common stock at $11.50 per share. As of December 31, 2022, the number of Public Warrants issued was 8,625,000. The 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 the Merger or earlier upon redemption or liquidation. Common Stock Warrant Liabilities The issuance of the Private Placement Warrant and Public Warrant liabilities were accounted for upon the reverse recapitalization. See Note 3, Reverse Recapitalization . The 2022 Private Warrant was issued in connection with the joinder and fourth loan modification. See Note 10, Long-Term Debt . The liability for warrants on common stock carried at fair value was as follows: December 31, 2022 2021 (In thousands) Beginning Balance $ 21,705 $ — Issuance of warrants upon the reverse recapitalization — 21,051 Issuance of common stock warrant in connection with financing 170 — Gain (loss) on fair value of warrants (19,129) 654 Ending Balance $ 2,745 $ 21,705 The liabilities associated with the Private Placement Warrants and 2022 Private Warrant were subject to remeasurement at each balance sheet date using the Level 3 fair value inputs and the Public Warrants were subject to remeasurement at each balance sheet date using Level 1 fair value inputs for the years ended December 31, 2022 and 2021. Private Placement Warrant The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrant liability were as follows: As of December 31, 2022 As of December 31, 2021 Current stock price $1.79 $7.81 Expected volatility 68.0% 40.5% Risk-free interest rate 4.1% 1.2% Dividend yield —% —% Expected term (in years) 3.75 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 common stock warrants. 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 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. 2022 Private Warrant The fair value assumptions used in the Black-Scholes simulation model for the recurring valuation of the 2022 Private Warrant liability were as follows: As of December 31, 2022 Current stock price $1.79 Expected volatility 86.9% Risk-free interest rate 3.9% Dividend rate —% Expected Term (years) 11.57 Expected volatility: The expected volatility was derived from the implied volatility of Velo3D’s Public Warrants. The implied volatility is determined iteratively, such that the concluded value of the Public Warrant is equal to the traded price using a Monte Carlo Simulation. Additionally, the Company's common stock trading volatility was considered as of December 31, 2022. A blended weighting of the different volatility scenarios was utilized to arrive at the conclusion, where the Company utilized a 50% implied public warrant volatility and 50% Company common stock trading volatility weighting. The Company may reevaluate this volatility assumption in subsequent quarters. 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 common stock warrants. 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 warrant is 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 warrant. Redeemable Convertible Preferred Stock Warrants 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: December 31, 2021 (In thousands) Beginning Balance $ 181 Change in fair value (Other income (expense), net) 4,484 Exercise of warrants (Redeemable preferred convertible stock) (4,665) Ending Balance $ — 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 13, 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 and comprehensive income (loss). The rollforward for the contingent earnout liabilities was as follows: December 31, 2022 2021 (In thousands) Beginning Balance $ 111,487 $ — Issuance of contingent earnout liability upon the reverse capitalization — 120,763 Change in fair value of contingent earnout liabilities (94,073) (9,275) Ending Balance $ 17,414 $ 111,487 Assumptions used in the fair value of the contingent earnout liabilities are described below. As of December 31, 2022 As of December 31, 2021 Current stock price $1.79 $7.81 Expected volatility 89.9% 52.5% Risk-free interest rate 4.1% 1.2% Dividend yield —% —% Expected Term (years) 3.75 4.75 Expected volatility: The expected volatility was derived from the implied volatility of Velo3D’s Public Warrants. The implied volatility is determined iteratively, such that the concluded value of the Public Warrant is equal to the traded price using a Monte Carlo Simulation. Additionally, the Company's common stock trading volatility was considered as of December 31, 2022. A blended weighting of the different volatility scenarios was utilized to arrive at the conclusion, where the Company utilized a 50% implied public warrant volatility and 50% Company common stock trading volatility weighting. The Company may reevaluate this volatility assumption in subsequent quarters. 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 Earnout Shares. 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, 2022 | |
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. 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 2021 Plan (as defined below). In 2021, 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. The Company initially reserved 42,766,043 shares of its common stock for issuance under the 2021 EIP. In March 2022, pursuant to the evergreen provisions of the 2021 EIP, the Company registered an additional 9,161,624 shares of common stock for issuance under the 2021 EIP. As of December 31, 2022, the Company has an allocated reserve of 47,540,079 shares of its common stock for issuance under the 2021 EIP. In addition, the Company adopted its 2021 Employee Stock Purchase Plan (“ 2021 ESPP ”). The Company initially reserved 3,663,277 shares of its common stock for issuance under the 2021 ESPP. In March 2022, pursuant to the evergreen provisions of the 2021 ESPP, the Company registered an additional 1,832,324 shares of common stock for issuance under the 2021 ESPP. As of December 31, 2022, the Company has an allocated reserve of 5,495,601 shares of its common stock for issuance under the 2021 ESPP. As of December 31, 2022, the Company had not begun any offering periods for the 2021 ESPP. Awards granted under the 2021 EIP 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. 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, 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 Outstanding as of December 31, 2021 21,191 $0.58 8.2 Granted — $— Exercised (2,981) $0.41 Forfeited or expired (1,250) $1.60 Outstanding as of December 31, 2022 16,960 $0.54 7.3 Options vested and expected to vest as of December 31, 2022 16,960 $0.54 Vested and exercisable as of December 31, 2022 11,000 $0.65 The aggregate intrinsic value of options outstanding was $24.4 million and $153.2 million, as of December 31, 2022 and 2021, respectively. Intrinsic value of options exercised for the years ended December 31, 2022 and 2021 was $10.9 million and $1.0 million, respectively. The weighted-average grant date fair value of options granted in the year ended December 31, 2021 was $3.58 per share. The total grant date fair value of options vested was $1.9 million and $1.5 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, total unrecognized compensation cost related to options was $0.9 million and is expected to be recognized over a weighted-average period of 1.5 years. For the year ended December 31, 2021, the Company used 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 had historically been determined by the Legacy Velo3D board of directors, as there was no public market for Legacy Velo3D’s common stock prior to Merger closing. Therefore, the Legacy Velo3D board of directors had 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. For the year ended December 31, 2022 there were no options granted. The weighted-average assumptions in the Black-Scholes option-pricing model used to determine the fair value of stock options granted for the year ended December 31, 2021 were as follows: December 31, 2021 Expected volatility 59% Risk-free interest rate 0.9% - 1.0% Dividend yield —% Expected term (in years) 5.72 Discount for Lack of Marketability 9.2% Expected volatility: As Legacy Velo3D 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. 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 company granted 4,041,346 RSUs for the year ended December 31, 2021 at the weighted average grant date fair value of $7.26 per share and an aggregate intrinsic value of $29.5 million. The following table summarizes outstanding and expected to vest RSUs as of December 31, 2022 and their activity during the year ended December 31, 2022: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per Share Data) (In thousands) Balance as of December 31, 2021 4,041 $ 7.26 $ 29,476 Granted 7,996 3.57 28,338 Released (1,348) 6.26 4,472 Cancelled (971) 6.07 3,521 Balance as of December 31, 2022 9,718 $ 4.48 $ 17,396 Expected to vest as of December 31, 2022 9,718 $ 4.48 $ 17,396 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, 2022, there was $41.3 million of unrecognized compensation cost related to 9.7 million unvested RSUs, which is expected to be recognized over a weighted average period of approximately 3.3 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. 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, 2022 2021 (In thousands) Restricted stock units $ 10,723 $ 355 Stock options 1,690 2,453 Earnout shares - employees 7,737 1,560 $ 20,150 $ 4,368 The following sets forth the total stock-based compensation expense by operating expense category, of which we do not allocate to Cost of Revenue, included in the statements of operations: December 31, 2022 2021 (In thousands) Research and development $ 9,849 $ 1,851 Selling and marketing 4,554 816 General and administrative 5,747 1,701 $ 20,150 $ 4,368 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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 “Gain (loss) before provision for income taxes” for the years ended December 31, 2022 and 2021. The reconciliation of the provision computed at the federal statutory rate to the Company's provision (benefit) for income taxes as follows: December 31, 2022 2021 (In thousands, except percentages) Tax at federal statutory rate $ 2,104 (21.0) % $ (22,489) (21.0) % State, net of federal benefit (5,083) 50.7 % (3,100) (2.9) % Stock based compensation 766 (7.6) % 341 0.3 % Fair value adjustments (23,773) 237.3 % 9,766 9.1 % Research and development credits (1,358) 13.6 % (1,019) — % Transaction costs — — % (1,838) (1.7) % Other 170 (1.8) % 29 (0.9) % Change in valuation allowance 27,174 (271.2) % 18,310 17.1 % Total provision for income taxes $ — — % $ — — % The Company did not incur income tax expense or benefit for the years ending December 31, 2022 or December 31, 2021. 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, 2022 2021 (In thousands) Deferred tax assets Net operating loss carryforwards $ 64,731 $ 51,036 Research and development tax credits 9,269 7,018 Stock based compensation 3,764 1,250 Fixed assets and intangibles (410) (342) Lease liability 3,694 2,798 Section 174 Research and development capitalization 7,345 — Other timing differences 3,093 1,622 Total deferred tax assets $ 91,486 $ 63,382 Valuation allowance $ (87,827) $ (60,653) Net deferred tax assets $ 3,659 $ 2,729 Deferred tax liabilities Right of use assets $ (3,659) $ (2,729) Total deferred tax liabilities $ (3,659) $ (2,729) 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 $27.2 million and $18.3 million for the years ended December 31, 2022 and 2021, respectively, due to stock based compensation, current and previous year losses and credits claimed. As of December 31, 2022, the Company had $243.4 million and $209.4 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 $197.5 million of federal net operating loss included above and can be carried forward indefinitely. As of December 31, 2021, the Company had $193.2 million and $149.9 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 $7.8 million which begin to expire in 2034, and state research and developmental tax credit carryforwards of $7.2 million as of December 31, 2022. The state credits have no expiration date. The provision for income taxes for the year ended December 31, 2022, reflected the impact of a change in U.S. tax law effective January 1, 2022, which requires the capitalization and amortization of research and experimental (“ R&E ”) expenditures incurred after December 31, 2021. 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, 2022 2021 (In thousands) Balance at beginning of year $ 3,684 $ 2,861 Additions based on tax positions related to the current year 1,066 823 Balance at end of year $ 4,750 $ 3,684 For the years ended December 31, 2022 and 2021, the amount of unrecognized tax benefits increased $1.1 million and $0.8 million, respectively, due to additional research and development credits generated during the year. As of December 31, 2022 and 2021 the total amount of unrecognized tax benefits was $4.8 million and $3.7 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, 2022, there were no accrued interest and penalties related to uncertain tax positions. As of December 31, 2022 and 2021, foreign income taxes or liabilities were immaterial. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021, 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. However, certain purchase obligations may be non-cancellable once the production has started or if the vendor has procured parts to begin the subassemblies. The Company has no other commitment and contingencies, except for the operating leases. See Note 9, Leases , for further discussion. |
Employee Defined - Contribution
Employee Defined - Contribution Plans | 12 Months Ended |
Dec. 31, 2022 | |
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 $1.1 million and $0.6 million for the years ended December 31, 2022 and 2021, respectively. The Company has paid all matching contributions as of December 31, 2022. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
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, December 31, 2022 2021 2022 2021 (as a percentage) Customer 1 28.4 % 27.8 % <10 % 71.2 % Customer 2 10.6 % — % <10 % — % Customer 3 <10 % 21.5 % — % <10 % Customer 4 <10 % 12.8 % <10 % 16.0 % Customer 5 <10 % 10.2 % <10 % <10 % Revenue by Geographic Area The Company currently sells its products in the United States (U.S.) and Canada and other locations as follows. December 31, 2022 2021 (In thousands) U.S. and Canada $ 80,121 $ 22,926 Other 636 4,513 Total $ 80,757 $ 27,439 Contract Assets and Liabilities The amount of revenue recognized during the year ended December 31, 2022 included in contract liabilities as of December 31, 2021 was $1.7 million. 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 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events At-the-Market Offering On February 6, 2023, the Company entered into a sales agreement (the " ATM Sales Agreement ") with Needham & Company, LLC (“ Needham ”), as agent, pursuant to which the Company may offer and sell, from time to time through Needham, shares of its common stock, par value $0.00001 per share . As of March 8, 2023, we have sold $11.0 million of shares. The offer and sale of the shares of common stock will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus. Pursuant to the prospectus supplement and the ATM Sales Agreement, the Company may offer and sell up to $4.0 million of shares of common stock. Sales of shares, if any, under the prospectus supplement and the accompanying prospectus may be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company will pay Needham commissions for its services in acting as agent in the sale of the shares pursuant to the ATM Sales Agreement. Needham will be entitled to compensation at a fixed commission rate equal to 3.0% of the aggregate gross proceeds from each sale of the shares pursuant to the ATM Sales Agreement. The Company has agreed to provide Needham with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse Needham for certain specified expenses in connection with entering into the ATM Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto. Silicon Valley Bank Closure On March 10, 2023, Silicon Valley Bank (“ SVB ”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“ FDIC ”) as receiver. SVB’s deposits are insured by the FDIC in amounts up to $250,000 for each deposit account. The Company held approximately $4 million in deposit accounts at SVB. This amount exceeded the FDIC deposit limit and the majority was not insured by the FDIC (the “uninsured amount”). The remainder of the Company's cash and cash equivalents was held at a third party custodian institution. On March 13, 2023, the FDIC announced that it had transferred all deposits – both insured and uninsured – and substantially all assets of the former SVB to a newly created, full-service FDIC-operated “bridge bank” called Silicon Valley Bridge Bank, N.A. (“ SVBB ”). Additionally, SVBB has announced that it will be fully honoring existing credit facilities. On March 13, 2023, the Company regained full access to all of its cash and cash equivalents and believes that the closure of SVB will not impact the availability of its line of credit with the bridge bank. The Company does not currently anticipate any material disruptions to its ongoing operations. The Company's third amended and restated loan and security agreement requires the Company to maintain at least 90% of the dollar value of all the Company's operating and depository accounts either in SVB accounts or in third party custodian accounts advised by SVB’s asset management affiliate (“ SAM accounts ”). In light of the status of SVB, following its closure, the Company established bank accounts and moved a portion of the Company's cash resources to another financial institution. The Company is now in discussions with SVBB regarding an amendment to the third amended and restated loan and security agreement to increase the percentage of cash that we can |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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, variable consideration for sale and utilization fee 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 17, Revenue, for customer concentration of revenue and accounts receivable. The Company relies on several key suppliers for products and services. While alternative providers have and could be identified, the Company is subject to supply and pricing risks. |
Impact of COVID-19 | Impact of COVID-19 The Company continues to operate its business through the lingering effects of 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. While the COVID-19 pandemic has tapered, 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 | 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 10, Long-Term Debt and Note 11, 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. |
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 Revenue - Variable Consideration - The sales of 3D Printer systems under certain contracts may include variable consideration such that the Company is entitled to a rate per print hour used on the 3D Printer systems. The Company makes certain estimates in calculating the variable consideration, including amount of hours, the estimated life of the equipment and the discount rate. Although estimates may be made on a contract-by-contract basis, whenever possible, the Company uses all available information including historical customer usage and collection patterns to estimate variable consideration. Management reassesses the estimated variable consideration quarterly. The Company estimates its variable consideration on a quarterly basis based on the latest data available, and adjust the transaction price accordingly by recording an adjustment to net revenue and contract assets. The Company has recognized the estimate of variable consideration to the extent that it is probable that a significant reversal will not occur as a result from a change in estimation. Sales with variable consideration represented 18% of revenue during the year ended December 31, 2022 and none of our revenue during year ended December 31, 2021. 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, 2022 and 2021 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 ”). 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 Company has evaluated our customer history on renewals, returns and purchase options and have determined the operating lease period of 12 months is appropriate and will continue to monitor our customer expectations. 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, 2022 or December 31, 2021. 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, 2022 and 2021. |
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. |
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.......................................................................... 3 - 5 years Computers and software.................................................................. 1 - 3 years R&D lab equipment.......................................................................... 3 - 5 years Furniture and fixtures........................................................................ 3 - 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 10 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, 2022 and 2021 , capitalized costs were not material. |
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 |
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 Income (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 ”), 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, 2022, 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. In conjunction with the joinder and fourth loan modification agreement on July 25, 2022, we issued to Silicon Valley Bank warrants to purchase up to 70,000 shares of the Company’s common stock at an exercise price of $2.56 per warrant share (the “ 2022 Private Warrant ” and together with the Public Warrants and the Private Placement Warrants, the “ Common Stock Warrants ”). The 2022 Private Warrant is exercisable until July 24, 2034 and allow cashless exercise in whole or part. The Company evaluated the Common Stock Warrants, and concluded that they all do not meet the criteria to be classified within stockholders’ equity. The warrant agreement governing the Public Warrants and Private Placement 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 Public Warrants and the Private Placement Warrants would be entitled to receive cash for all of their Public Warrants and Private Placement Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Public Warrant and Private Placement 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 us from classifying the Public Warrants and Private Placement Warrants in stockholders’ equity. The 2022 Private Warrants also contain similar provisions on the treatment in the event of a qualifying cash tender offer that preclude us from classifying the 2022 Public Warrants in stockholders' equity. The Company classifies the Common Stock 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 12, 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 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, 2022 and 2021 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, 2022 and 2021 . 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 Income (Loss) per Share Basic and diluted net income (loss) per share is presented in conformity with the two-class method required for participating securities. |
Other Comprehensive Loss | Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) plus 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 income (loss) and are presented in the consolidated statements of operations and comprehensive income (loss). |
JOBS Act Accounting Election | JOBS Act Accounting Election The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2021, the FASB issued ASU 2021-05, “Leases (“Topic 842”) Lessors — Certain Leases with Variable Lease Payments”, that amends the lessor’s lease classification for leases that include any amount of variable lease payments that are not variable lease payments that do not depend on an index or a rate as an operating lease at lease commencement if classifying the lease as a sales-type lease or a direct financing lease would result in the recognition of a selling loss. This guidance is effective for the Company for the fiscal year beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new guidance in the first quarter of fiscal year 2022. The effect on the consolidated financial statements and related disclosures was not material. 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, 2022 | |
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.......................................................................... 3 - 5 years Computers and software.................................................................. 1 - 3 years R&D lab equipment.......................................................................... 3 - 5 years Furniture and fixtures........................................................................ 3 - 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 10 years Property and equipment, net consisted of the following: December 31, 2022 2021 (In thousands) Computers and software $ 2,222 $ 1,397 R&D lab equipment 7,379 2,283 Furniture and fixtures 181 88 Leasehold improvements 16,273 2,771 Construction in progress — 6,273 Total property, plant and equipment 26,055 12,812 Less accumulated depreciation and amortization (6,243) (2,766) Property, plant and equipment, net $ 19,812 $ 10,046 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | |
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 income (loss) per share to common stockholders: December 31, 2022 2021 (In thousands, except share per share data) Numerator: Net income (loss) $ 10,020 $ (107,091) Denominator: Basic weighted average shares outstanding 185,079,101 58,688,496 Effect of dilutive securities: Common stock warrants 7,999 — Restricted stock units 345,714 — Common stock options 16,742,089 — Diluted weighted average shares outstanding 202,174,903 58,688,496 Net income (loss) per share Basic $ 0.05 $ (1.82) Diluted $ 0.05 $ (1.82) |
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, 2022 2021 (per share data) Common stock warrants 13,075,000 13,075,000 Restricted stock units issued and outstanding 3,819,727 4,041,346 Common stock options issued and outstanding 725,711 21,191,226 Total potentially dilutive common share equivalents 17,620,438 38,307,572 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 31,728 $ — $ — $ 31,728 U.S. Treasury securities (ii) 24,701 — — 24,701 Corporate bonds (ii) — 23,513 — 23,513 Total financial assets $ 56,429 $ 23,513 $ — $ 79,942 Liabilities Common stock warrant liabilities (Public) (iii) $ 1,748 $ — $ — $ 1,748 Common stock warrant liabilities (Private Placement) (iii) — — 888 888 Common stock warrant liabilities (2022 Private Warrant) (iii) — — 109 109 Contingent earnout liabilities — — 17,414 17,414 Total financial liabilities $ 1,748 $ — $ 18,411 $ 20,159 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 (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 2022 Private Warrant Contingent earnout liabilities (In thousands) Fair value as of January 1, 2022 $ — $ 7,387 $ — $ 111,487 Issuance of warrants — — 170 — Change in fair value — (6,499) (61) (94,073) Fair value as of December 31, 2022 $ — $ 888 $ 109 $ 17,414 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 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Investments | The Company began investing in available-for-sale (“ AFS ”) investments in the fourth quarter of 2021. The following table summarizes our AFS investments. These are classified as "Short-term investments" on the consolidated balance sheets. December 31, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 25,124 $ — $ (423) $ 24,701 Corporate bonds 23,927 — (414) 23,513 Total available-for-sale investments $ 49,051 $ — $ (837) $ 48,214 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, 2022 and December 31, 2021, respectively. December 31, 2022 December 31, 2021 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ 16,702 $ (365) $ 8,141 $ (13) Greater than 12 months $ 7,999 $ (58) $ — $ — Total $ 24,701 $ (423) $ 8,141 $ (13) Corporate bonds Less than 12 months $ 18,951 $ (387) $ 5,640 $ (2) Greater than 12 months $ 1,478 $ (27) $ — $ — Total $ 20,429 $ (414) $ 5,640 $ (2) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: December 31, 2022 2021 (In thousands) Trade Receivables $ 9,639 $ 12,845 Less: Allowances for Doubtful Accounts (454) (67) Total $ 9,185 $ 12,778 |
Schedule of Inventories | Inventories consisted of the following: December 31, 2022 2021 (In thousands) Raw materials $ 58,585 $ 16,594 Work-in-progress 12,617 5,885 Total $ 71,202 $ 22,479 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 (In thousands) Prepaid insurance and other $ 3,316 $ 5,326 Vendor prepayments 2,217 4,132 Total $ 5,533 $ 9,458 |
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.......................................................................... 3 - 5 years Computers and software.................................................................. 1 - 3 years R&D lab equipment.......................................................................... 3 - 5 years Furniture and fixtures........................................................................ 3 - 5 years Leasehold improvements.................................................................. Shorter of the remaining lease term or useful life of 10 years Property and equipment, net consisted of the following: December 31, 2022 2021 (In thousands) Computers and software $ 2,222 $ 1,397 R&D lab equipment 7,379 2,283 Furniture and fixtures 181 88 Leasehold improvements 16,273 2,771 Construction in progress — 6,273 Total property, plant and equipment 26,055 12,812 Less accumulated depreciation and amortization (6,243) (2,766) Property, plant and equipment, net $ 19,812 $ 10,046 |
Schedule of Other Assets | Other assets consisted of the following: December 31, 2022 2021 (In thousands) Right of use assets $ 13,545 $ 11,073 Net investment in sales-type lease 6,554 $ 2,500 Non-current prepaid expenses and other assets 3,211 $ 2,658 Total Other assets $ 23,310 $ 16,231 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 (In thousands) Accrued expenses $ 8,602 $ 3,015 Accrued salaries and benefits 4,830 4,143 Lease liability – current portion 2,445 2,256 Total Accrued expenses and other current liabilities $ 15,877 $ 9,414 |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following: December 31, 2022 2021 (In thousands) Lease liabilities - noncurrent portion 12,206 9,184 Other noncurrent liabilities 428 308 Total other noncurrent liabilities $ 12,634 $ 9,492 |
Equipment on Lease, (Tables)
Equipment on Lease, (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease-Related Balances | Information about lease-related balances were as follows: December 31, 2022 2021 (In thousands, except years and percentages) Operating lease expense $ 2,956 $ 1,058 Financing lease expense 36 31 Short-term lease expense 351 186 Total lease expense $ 3,343 $ 1,275 Cash paid for leases $ 2,360 $ 1,018 Weighted – average remaining lease term – operating leases (years) 4.1 4.9 Weighted – average discount rate – operating leases 8.7% 4.4% |
Equipment on Lease, Total Payments | Lease payments consisted of the following: December 31, 2022 2021 (In thousands) Equipment on lease payments 3,483 1,556 Equipment on lease variable payments 678 33 Total lease payments $ 4,161 $ 1,589 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities | Total ROU assets and lease liabilities are as follows: December 31, 2022 2021 (In thousands) Right-of-use assets: Net book value (Other assets) $ 13,545 $ 11,073 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,411 $ 2,222 Noncurrent (Other noncurrent liabilities) 12,201 9,143 14,612 11,365 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 35 $ 33 Noncurrent (Other noncurrent liabilities) 5 41 $ 40 $ 74 Total lease liabilities $ 14,652 $ 11,439 |
Lease-Related Balances | Information about lease-related balances were as follows: December 31, 2022 2021 (In thousands, except years and percentages) Operating lease expense $ 2,956 $ 1,058 Financing lease expense 36 31 Short-term lease expense 351 186 Total lease expense $ 3,343 $ 1,275 Cash paid for leases $ 2,360 $ 1,018 Weighted – average remaining lease term – operating leases (years) 4.1 4.9 Weighted – average discount rate – operating leases 8.7% 4.4% |
Future Minimum Lease Payments | Maturity of operating lease liabilities as of December 31, 2022 are as follows: (In thousands) 2023 $ 2,786 2024 2,730 2025 2,266 2026 2,313 Thereafter 13,670 Total operating lease payments $ 23,765 Less portion representing imputed interest (9,153) Total operating lease liabilities $ 14,612 Less current portion 2,411 Long-term portion $ 12,201 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: December 31, 2022 2021 (In thousands) Revolving credit line $ 3,000 $ 3,000 Equipment loan 5,356 5,089 Deferred financing costs (159) (19) Total $ 8,197 $ 8,070 Debt – current portion 2,775 5,114 Long-term debt – less current portion $ 5,422 $ 2,956 |
Future Minimum Aggregate Payments | The future minimum aggregate payments for the above borrowings are as follows as of December 31, 2022: (In thousands) 2023 $ 2,934 2024 1,622 2025 3,800 $ 8,356 |
Equity Instruments (Tables)
Equity Instruments (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
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, 2022 2021 (share data) Common stock warrants 13,145,000 13,075,000 Shares available for future grant under 2021 Equity Incentive Plan 20,861,294 17,533,471 Reserved for employee stock purchase plan 5,495,601 3,663,277 Total shares of common stock reserved 39,501,895 34,271,748 | |
Schedule of Warrants for Shares of Stock | Warrants for shares of common stock consisted of the following: December 31, 2022 Issue Date Expiration Date Number of Warrants Exercise Price per warrant Fair Value on Issue Date per warrant Fair Value on December 31, 2022 (In thousands) Private Placement Warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 $ 888 2022 Private Warrant - Common Stock 07/25/2022 07/24/2034 70,000 $2.56 $2.43 $ 109 Public Warrants - Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 $ 1,748 13,145,000 $ 2,745 December 31, 2021 Issue Date Expiration Number of Exercise 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 | |
Warrant Liability Rollforward | December 31, 2022 2021 (In thousands) Beginning Balance $ 21,705 $ — Issuance of warrants upon the reverse recapitalization — 21,051 Issuance of common stock warrant in connection with financing 170 — Gain (loss) on fair value of warrants (19,129) 654 Ending Balance $ 2,745 $ 21,705 | The liability for warrants on redeemable convertible preferred stock (carried at fair value) was as follows: December 31, 2021 (In thousands) Beginning Balance $ 181 Change in fair value (Other income (expense), net) 4,484 Exercise of warrants (Redeemable preferred convertible stock) (4,665) Ending Balance $ — |
Fair Value Assumptions | The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrant liability were as follows: As of December 31, 2022 As of December 31, 2021 Current stock price $1.79 $7.81 Expected volatility 68.0% 40.5% Risk-free interest rate 4.1% 1.2% Dividend yield —% —% Expected term (in years) 3.75 4.75 The fair value assumptions used in the Black-Scholes simulation model for the recurring valuation of the 2022 Private Warrant liability were as follows: As of December 31, 2022 Current stock price $1.79 Expected volatility 86.9% Risk-free interest rate 3.9% Dividend rate —% Expected Term (years) 11.57 Assumptions used in the fair value of the contingent earnout liabilities are described below. As of December 31, 2022 As of December 31, 2021 Current stock price $1.79 $7.81 Expected volatility 89.9% 52.5% Risk-free interest rate 4.1% 1.2% Dividend yield —% —% Expected Term (years) 3.75 4.75 | |
Rollforward of Contingent Earnout Liabilities | The rollforward for the contingent earnout liabilities was as follows: December 31, 2022 2021 (In thousands) Beginning Balance $ 111,487 $ — Issuance of contingent earnout liability upon the reverse capitalization — 120,763 Change in fair value of contingent earnout liabilities (94,073) (9,275) Ending Balance $ 17,414 $ 111,487 |
Equity Incentive Plans & Stoc_2
Equity Incentive Plans & Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 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 Outstanding as of December 31, 2021 21,191 $0.58 8.2 Granted — $— Exercised (2,981) $0.41 Forfeited or expired (1,250) $1.60 Outstanding as of December 31, 2022 16,960 $0.54 7.3 Options vested and expected to vest as of December 31, 2022 16,960 $0.54 Vested and exercisable as of December 31, 2022 11,000 $0.65 |
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 for the year ended December 31, 2021 were as follows: December 31, 2021 Expected volatility 59% Risk-free interest rate 0.9% - 1.0% Dividend yield —% Expected term (in years) 5.72 Discount for Lack of Marketability 9.2% |
Schedule of Outstanding and Expected to Vest RSUs | The following table summarizes outstanding and expected to vest RSUs as of December 31, 2022 and their activity during the year ended December 31, 2022: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per Share Data) (In thousands) Balance as of December 31, 2021 4,041 $ 7.26 $ 29,476 Granted 7,996 3.57 28,338 Released (1,348) 6.26 4,472 Cancelled (971) 6.07 3,521 Balance as of December 31, 2022 9,718 $ 4.48 $ 17,396 Expected to vest as of December 31, 2022 9,718 $ 4.48 $ 17,396 |
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, 2022 2021 (In thousands) Restricted stock units $ 10,723 $ 355 Stock options 1,690 2,453 Earnout shares - employees 7,737 1,560 $ 20,150 $ 4,368 The following sets forth the total stock-based compensation expense by operating expense category, of which we do not allocate to Cost of Revenue, included in the statements of operations: December 31, 2022 2021 (In thousands) Research and development $ 9,849 $ 1,851 Selling and marketing 4,554 816 General and administrative 5,747 1,701 $ 20,150 $ 4,368 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 (In thousands, except percentages) Tax at federal statutory rate $ 2,104 (21.0) % $ (22,489) (21.0) % State, net of federal benefit (5,083) 50.7 % (3,100) (2.9) % Stock based compensation 766 (7.6) % 341 0.3 % Fair value adjustments (23,773) 237.3 % 9,766 9.1 % Research and development credits (1,358) 13.6 % (1,019) — % Transaction costs — — % (1,838) (1.7) % Other 170 (1.8) % 29 (0.9) % Change in valuation allowance 27,174 (271.2) % 18,310 17.1 % 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, 2022 2021 (In thousands) Deferred tax assets Net operating loss carryforwards $ 64,731 $ 51,036 Research and development tax credits 9,269 7,018 Stock based compensation 3,764 1,250 Fixed assets and intangibles (410) (342) Lease liability 3,694 2,798 Section 174 Research and development capitalization 7,345 — Other timing differences 3,093 1,622 Total deferred tax assets $ 91,486 $ 63,382 Valuation allowance $ (87,827) $ (60,653) Net deferred tax assets $ 3,659 $ 2,729 Deferred tax liabilities Right of use assets $ (3,659) $ (2,729) Total deferred tax liabilities $ (3,659) $ (2,729) 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, 2022 2021 (In thousands) Balance at beginning of year $ 3,684 $ 2,861 Additions based on tax positions related to the current year 1,066 823 Balance at end of year $ 4,750 $ 3,684 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, December 31, 2022 2021 2022 2021 (as a percentage) Customer 1 28.4 % 27.8 % <10 % 71.2 % Customer 2 10.6 % — % <10 % — % Customer 3 <10 % 21.5 % — % <10 % Customer 4 <10 % 12.8 % <10 % 16.0 % Customer 5 <10 % 10.2 % <10 % <10 % |
Revenue by Geographic Area | December 31, 2022 2021 (In thousands) U.S. and Canada $ 80,121 $ 22,926 Other 636 4,513 Total $ 80,757 $ 27,439 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Sep. 29, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / 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 | $ 219,847 | $ 229,867 |
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, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||
Restricted cash | $ | $ 800 | $ 800 | $ 800 |
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, 2022 | |
Equipment on lease | |
Disaggregation of Revenue [Line Items] | |
Useful life | 5 years |
Minimum | Equipment on lease | |
Disaggregation of Revenue [Line Items] | |
Useful life | 3 years |
Minimum | 3D Printers | |
Disaggregation of Revenue [Line Items] | |
Time acceptance test, period | 3 months |
Maximum | Equipment on lease | |
Disaggregation of Revenue [Line Items] | |
Useful life | 5 years |
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, 2022 | |
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, 2022 | |
Equipment on lease | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Minimum | Equipment on lease | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum | Computers and software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Minimum | R&D lab equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Maximum | Equipment on lease | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Maximum | Computers and software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Maximum | R&D lab equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Maximum | Furniture and fixtures | |
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, 2022 | Jul. 25, 2022 | 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% | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 8,625,000 | 8,625,000 | 34,500,000 | |
Exercise price of warrants (in usd per share) | $ 11.50 | $ 11.50 | $ 11.50 | |
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 4,450,000 | 4,450,000 | ||
Exercise price of warrants (in usd per share) | $ 11.50 | $ 11.50 | ||
2022 Private Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 70,000 | |||
Exercise price of warrants (in usd per share) | $ 2.56 | $ 2.56 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 70,000 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Millions | Sep. 29, 2021 USD ($) $ / shares shares | Sep. 24, 2021 USD ($) $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 02, 2020 USD ($) |
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding | 183,163,826 | 187,561,368 | 183,232,494 | ||
Deemed value (in usd per share) | $ / shares | $ 10 | ||||
Exchange ratio | 0.8149 | ||||
Number of shares of common stock reserved for issuance | 66,830,878 | 39,501,895 | 34,271,748 | ||
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 | 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, 2022 | Dec. 31, 2021 | Sep. 28, 2021 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock outstanding (in shares) | 183,163,826 | 187,561,368 | 183,232,494 | |
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, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net income (loss) | $ 10,020 | $ (107,091) |
Denominator: | ||
Basic weighted average shares outstanding | 185,079,101 | 58,688,496 |
Common stock warrants | 7,999 | 0 |
Restricted stock units | 345,714 | 0 |
Common stock options | 16,742,089 | 0 |
Diluted weighted average shares outstanding | 202,174,903 | 58,688,496 |
Net income (loss) per share | ||
Basic (in dollars per share) | $ 0.05 | $ (1.82) |
Diluted (in dollars per share) | $ 0.05 | $ (1.82) |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Potentially Dilutive Securities Excluded from Computation (Details) - shares | 12 Months Ended | ||
Sep. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 17,620,438 | 38,307,572 | |
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 | 21,758,149 | |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 13,075,000 | 13,075,000 | |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 3,819,727 | 4,041,346 | |
Common stock options issued and outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive common share equivalents | 725,711 | 21,191,226 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Money market funds | $ 31,728 | $ 207,471 | |
Debt securities | 48,214 | 15,483 | |
Total financial assets | 79,942 | 222,954 | |
Liabilities | |||
Contingent earnout liabilities | 17,414 | 111,487 | $ 0 |
Total financial liabilities | 20,159 | 133,192 | |
U.S. Treasury securities | |||
Assets | |||
Debt securities | 24,701 | 8,141 | |
Corporate bonds | |||
Assets | |||
Debt securities | 23,513 | 7,342 | |
Public | |||
Liabilities | |||
Warrant liabilities | 1,748 | 14,318 | |
Private Placement | |||
Liabilities | |||
Warrant liabilities | 888 | 7,387 | |
2022 Private Warrant | |||
Liabilities | |||
Warrant liabilities | 109 | ||
Level 1 | |||
Assets | |||
Money market funds | 31,728 | 207,471 | |
Total financial assets | 56,429 | 215,612 | |
Liabilities | |||
Contingent earnout liabilities | 0 | 0 | |
Total financial liabilities | 1,748 | 14,318 | |
Level 1 | U.S. Treasury securities | |||
Assets | |||
Debt securities | 24,701 | 8,141 | |
Level 1 | Corporate bonds | |||
Assets | |||
Debt securities | 0 | 0 | |
Level 1 | Public | |||
Liabilities | |||
Warrant liabilities | 1,748 | 14,318 | |
Level 1 | Private Placement | |||
Liabilities | |||
Warrant liabilities | 0 | 0 | |
Level 1 | 2022 Private Warrant | |||
Liabilities | |||
Warrant liabilities | 0 | ||
Level 2 | |||
Assets | |||
Money market funds | 0 | 0 | |
Total financial assets | 23,513 | 7,342 | |
Liabilities | |||
Contingent earnout liabilities | 0 | 0 | |
Total financial liabilities | 0 | 0 | |
Level 2 | U.S. Treasury securities | |||
Assets | |||
Debt securities | 0 | 0 | |
Level 2 | Corporate bonds | |||
Assets | |||
Debt securities | 23,513 | 7,342 | |
Level 2 | Public | |||
Liabilities | |||
Warrant liabilities | 0 | 0 | |
Level 2 | Private Placement | |||
Liabilities | |||
Warrant liabilities | 0 | 0 | |
Level 2 | 2022 Private Warrant | |||
Liabilities | |||
Warrant liabilities | 0 | ||
Level 3 | |||
Assets | |||
Money market funds | 0 | 0 | |
Total financial assets | 0 | 0 | |
Liabilities | |||
Contingent earnout liabilities | 17,414 | 111,487 | |
Total financial liabilities | 18,411 | 118,874 | |
Level 3 | U.S. Treasury securities | |||
Assets | |||
Debt securities | 0 | 0 | |
Level 3 | Corporate bonds | |||
Assets | |||
Debt securities | 0 | 0 | |
Level 3 | Public | |||
Liabilities | |||
Warrant liabilities | 0 | 0 | |
Level 3 | Private Placement | |||
Liabilities | |||
Warrant liabilities | 888 | $ 7,387 | |
Level 3 | 2022 Private Warrant | |||
Liabilities | |||
Warrant liabilities | $ 109 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant liabilities | Redeemable convertible preferred stock warrant liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning of period | $ 0 | $ 0 | $ 181 |
Issuance of warrants | 0 | ||
Change in fair value | 0 | 718 | |
Exercise of warrants | (899) | ||
Fair value as of end of period | 0 | 0 | |
Warrant liabilities | Private placement warrant liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning of period | 888 | 7,387 | 0 |
Acquired/recognized | 0 | 7,164 | |
Change in fair value | (6,499) | 223 | |
Exercise of warrants | 0 | ||
Fair value as of end of period | 888 | 7,387 | |
Warrant liabilities | 2022 Private Warrant | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning of period | 109 | 0 | 0 |
Issuance of warrants | 170 | ||
Change in fair value | (61) | ||
Exercise of warrants | 0 | ||
Fair value as of end of period | 109 | 0 | |
Contingent earnout liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning of period | 17,414 | 111,487 | $ 0 |
Issuance of warrants | 0 | ||
Acquired/recognized | 120,763 | ||
Change in fair value | (94,073) | (9,276) | |
Exercise of warrants | 0 | ||
Fair value as of end of period | $ 17,414 | $ 111,487 |
Investments - Summary (Details)
Investments - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 49,051 | $ 15,497 |
Gross Unrealized Gain | 0 | 1 |
Gross Unrealized Loss | (837) | (15) |
Fair Value | 48,214 | 15,483 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 25,124 | 8,154 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (423) | (13) |
Fair Value | 24,701 | 8,141 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 23,927 | 7,343 |
Gross Unrealized Gain | 0 | 1 |
Gross Unrealized Loss | (414) | (2) |
Fair Value | $ 23,513 | $ 7,342 |
Investments - Breakdown of Inve
Investments - Breakdown of Investments in Unrealized Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 months | $ 16,702 | $ 8,141 |
Greater than 12 months | 7,999 | 0 |
Total | 24,701 | 8,141 |
Gross Unrealized Loss | ||
Less than 12 months | (365) | (13) |
Greater than 12 months | (58) | 0 |
Total | (423) | (13) |
Corporate bonds | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less than 12 months | 18,951 | 5,640 |
Greater than 12 months | 1,478 | 0 |
Total | 20,429 | 5,640 |
Gross Unrealized Loss | ||
Less than 12 months | (387) | (2) |
Greater than 12 months | (27) | |
Total | $ (414) | $ (2) |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade Receivables | $ 9,639 | $ 12,845 |
Less: Allowances for Doubtful Accounts | (454) | (67) |
Total | $ 9,185 | $ 12,778 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 58,585 | $ 16,594 |
Work-in-progress | 12,617 | 5,885 |
Total | $ 71,202 | $ 22,479 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance and other | $ 3,316 | $ 5,326 |
Vendor prepayments | 2,217 | 4,132 |
Total | $ 5,533 | $ 9,458 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 26,055 | $ 12,812 |
Less accumulated depreciation and amortization | (6,243) | (2,766) |
Property, plant and equipment, net | 19,812 | 10,046 |
Depreciation | 3,600 | 1,200 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,222 | 1,397 |
R&D lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,379 | 2,283 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 181 | 88 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 16,273 | 2,771 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 6,273 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Right of use assets | $ 13,545 | $ 11,073 |
Net investment in sales-type lease | 6,554 | 2,500 |
Non-current prepaid expenses and other assets | 3,211 | 2,658 |
Other assets | $ 23,310 | $ 16,231 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 8,602 | $ 3,015 |
Accrued salaries and benefits | 4,830 | 4,143 |
Lease liability – current portion | 2,445 | 2,256 |
Total Accrued expenses and other current liabilities | $ 15,877 | $ 9,414 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lease liabilities - noncurrent portion | $ 12,206 | $ 9,184 |
Other noncurrent liabilities | 428 | 308 |
Total other noncurrent liabilities | $ 12,634 | $ 9,492 |
Equipment on Lease, Net - Narra
Equipment on Lease, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Equipment leased to customers, cost basis | $ 10,600 | $ 9,300 |
Equipment leased to customers, accumulated depreciation | 1,500 | 900 |
Deprecation expense | 1,700 | $ 700 |
future lease payments expected | $ 1,900 |
Equipment on Lease, Net - Futur
Equipment on Lease, Net - Future Lease Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Equipment on lease payments | $ 3,483 | $ 1,556 |
Equipment on lease variable payments | 678 | 33 |
Total lease payments | $ 4,161 | $ 1,589 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Contractual obligation | $ 23,765 | |
ROU assets impairment | $ 0 | $ 0 |
Office and Manufacturing Facilities | Operating Leases Expiring in 2023 to 2032 | ||
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | lease | 5 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right of use assets | $ 13,545 | $ 11,073 |
Less current portion | 2,411 | 2,222 |
Operating lease liabilities, noncurrent | 12,201 | 9,143 |
Total operating lease liabilities | 14,612 | 11,365 |
Finance lease liabilities, current | 35 | 33 |
Finance lease liabilities, noncurrent | 5 | 41 |
Total finance lease liabilities | 40 | 74 |
Total operating lease liabilities | $ 14,652 | $ 11,439 |
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, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,956 | $ 1,058 |
Financing lease expense | 36 | 31 |
Short-term lease expense | 351 | 186 |
Total lease expense | 3,343 | 1,275 |
Cash paid for leases | $ 2,360 | $ 1,018 |
Weighted – average remaining lease term – operating leases (years) | 4 years 1 month 6 days | 4 years 10 months 24 days |
Weighted – average discount rate – operating leases (as a percent) | 8.70% | 4.40% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 2,786 | |
2024 | 2,730 | |
2025 | 2,266 | |
2026 | 2,313 | |
Thereafter | 13,670 | |
Total operating lease payments | 23,765 | |
Less portion representing imputed interest | (9,153) | |
Total operating lease liabilities | 14,612 | $ 11,365 |
Less current portion | 2,411 | 2,222 |
Long-term portion | $ 12,201 | $ 9,143 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt Issuance Costs, Net | $ 159,000 | $ 19,000 |
Total | 8,197,000 | 8,070,000 |
Debt – current portion | 2,775,000 | 5,114,000 |
Long-term debt – less current portion | 5,422,000 | 2,956,000 |
Revolving credit line | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 3,000,000 | 3,000,000 |
Equipment loan | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 5,356,000 | $ 5,089,000 |
Debt Issuance Costs, Net | $ 200,000 |
Long-Term Debt - General (Detai
Long-Term Debt - General (Details) $ in Millions | Dec. 31, 2022 USD ($) creditFacility | Dec. 31, 2021 USD ($) |
Debt Disclosure [Abstract] | ||
Number Of Credit Facilities | creditFacility | 3 | |
Deferred financing costs, current (less than) | $ | $ 0.2 | $ 0.1 |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Line (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jul. 25, 2022 USD ($) | Jun. 13, 2022 USD ($) | Aug. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2021 USD ($) | Dec. 17, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Covenant, Revenue Requirement | $ 25,000 | ||||||
Line of credit | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding debt | $ 3,000 | $ 3,000 | |||||
Equipment loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 8,500 | $ 8,500 | |||||
Outstanding debt | $ 5,356 | $ 5,089 | |||||
Borrowing capacity | $ 15,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate (as a percent) | 5.70% | 4.70% | |||||
Revolving Credit Facility | Line of credit | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 10,000 | ||||||
Proceeds from credit facility | $ 3,000 | ||||||
Variable rate (as a percent) | 5.75% | ||||||
Debt term | 10 months | ||||||
Outstanding debt | $ 27,000 | ||||||
Deferred financing costs (less than) | 200 | ||||||
Borrowing capacity | $ 30,000 | ||||||
Revolving Credit Facility | Line of credit | February 3, 2023 draw | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from credit facility | $ 5,000 | ||||||
Variable rate (as a percent) | 5.75% | ||||||
Debt term | 22 months | ||||||
Outstanding debt | $ 22,000 | ||||||
Revolving Credit Facility | Line of credit | Debt Covenant Terms 1 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Covenant, Adjusted Quick Ratio | 1.50 | ||||||
Revolving Credit Facility | Line of credit | Debt Covenant Terms 2 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Covenant, Adjusted Quick Ratio | 1.50 | ||||||
Revolving Credit Facility | Line of credit | Prime | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 2.50% | ||||||
Revolving Credit Facility | Line of credit | Prime | February 3, 2023 draw | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 2.50% | ||||||
Revolving Credit Facility | Line of credit | Prime | Debt Covenant Terms 1 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.25% | ||||||
Revolving Credit Facility | Line of credit | Prime | Debt Covenant Terms 2 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.75% |
Long-Term Debt - Equipment Loan
Long-Term Debt - Equipment Loan (Details) $ in Thousands | 12 Months Ended | |||
Dec. 17, 2020 USD ($) | Dec. 31, 2022 USD ($) advance | Dec. 31, 2021 USD ($) | May 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Convertible Notes Payable | Long-Term Debt Long-term debt consisted of the following: December 31, 2022 2021 (In thousands) Revolving credit line $ 3,000 $ 3,000 Equipment loan 5,356 5,089 Deferred financing costs (159) (19) Total $ 8,197 $ 8,070 Debt – current portion 2,775 5,114 Long-term debt – less current portion $ 5,422 $ 2,956 The Company ’s banking arrangements include three facilities and a revolving credit line with its primary bank. 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 financial statements, a yearly budget, timely files taxes, maintains good standing and government compliance, maintains liability and other insurance and furnishes audited financial statements no later than the date of delivery to the Board of Directors. As of December 31, 2022, the Company was in compliance with our reporting covenants. The Company amortizes deferred financing costs over the life of the borrowing. As of December 31, 2022 and 2021, the remaining unamortized balance of deferred financing costs was $0.2 million and less than $0.1 million, respectively and was included in Debt — current portion on the balance sheets. Revolving Credit Line — In May 2021, the Company executed the third amended and restated loan and security agreement and a mezzanine loan and security agreement with Silicon Valley Bank, the Company’s primary lender, which included a $10.0 million revolving credit line and an $8.5 million secured equipment loan facility (see below). In August 2021, t he Company drew $3.0 million on the 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 effective interest rate was 5.7% and 4.7%, respectively, for the year ended December 31, 2022 and 2021. The deferred loan fees were less than $0.2 million as of December 31, 2022. On May 13, 2022, the Company entered into a first loan modification agreement that made certain modifications to the third amended and restated loan and security agreement. The first loan modification agreement, among other things, extended the maturity date of the revolving line of credit from May 14, 2022 to June 13, 2022, and included a limited waiver of a default related to the Company’s failure to maintain revenue of at least $25 million for the six month period ending March 31, 2022. On June 13, 2022, the Company entered into a second loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The second loan modification agreement, among other things, extended the maturity date of the revolving line of credit from June 13, 2022 to July 14, 2022. On July 11, 2022, the Company entered into a third loan modification agreement that made certain modifications to the third amended and restated loan and security agreement, as amended. The third loan modification agreement, among other things, extended the maturity date of the Company’s revolving line of credit to September 11, 2022. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, as amended. The joinder and fourth loan modification agreement, among other things, amended the third amended and restated loan and security agreement to (i) increase the amount of the revolving credit line to $30.0 million, and (ii) extend the maturity date of the revolving credit line to December 31, 2024. The Company has $27.0 million of the revolving credit line undrawn as December 31, 2022. On February 3, 2023, the Company drew an additional $5.0 million on the revolving credit facility, with a variable interest rate of the greater of 5.75% or Prime plus 2.50% and a term of 22 months due on December 31, 2024. The Company has $22.0 million on the revolving credit line undrawn after the draw on February 3, 2023. Interest on the outstanding balance of the revolving credit line is payable monthly at an annual rate of the Wall Street Journal Prime Rate plus 0.25% when the Company’s Adjusted Quick Ratio (“ AQR ”) is less than or equal to 1.50, and plus 0.75% when the Company’s AQR is greater than 1.50. Equipment Loan — 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. The facility had a variable interest rate of the greater of Prime rate or 3.25%. 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. As of December 31, 2021, the outstanding balance was $5.1 million. For the year ended December 31, 2022, $2.1 million in principal payments were paid and the Company executed an additional $2.4 million of advances on the equipment loans. As of December 31, 2022, the outstanding balance was $5.4 million. As of December 31, 2022, the deferred loans fees associated with the equipment loans was $0.2 million. The effective interest rate was 3.4% and 5.9% for the years ended December 31, 2022 and 2021, respectively. On July 25, 2022, the Company entered into a joinder and fourth loan modification agreement that made certain modifications to its third amended and restated loan and security agreement, including (iii) establishing a secured equipment loan facility of up to $15.0 million available through December 31, 2023. This increased the previous $8.5 million facility to $15.0 million, which has a variable interest rate of the greater of Prime rate or 3.25% and terms of three The future minimum aggregate payments for the above borrowings are as follows as of December 31, 2022: (In thousands) 2023 $ 2,934 2024 1,622 2025 3,800 $ 8,356 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 note payable as of December 31, 2022 and 2021. 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. | |||
Equipment loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 8,500 | $ 8,500 | ||
Effective interest rate during period (as a percent) | 3.40% | 5.90% | ||
Outstanding balance | $ 5,356 | $ 5,089 | ||
Remaining borrowing capacity | 9,600 | |||
Equipment loan | Facility One | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 2,400 | $ 5,600 | ||
Variable rate (as a percent) | 3.25% | 3.25% | ||
Principal payments | $ 2,100 | |||
Number of advances | advance | 7 | |||
Debt term | 3 years | |||
Secured equipment loan facility | Facility One | ||||
Debt Instrument [Line Items] | ||||
Outstanding balance | $ 5,400 | $ 5,100 |
Long-Term Debt - Future Minimum
Long-Term Debt - Future Minimum Aggregate Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 2,934 | |
2024 | 1,622 | |
2025 | 3,800 | |
Long-Term Debt | 8,356 | |
Total | $ 8,197 | $ 8,070 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 29, 2021 shares | Jan. 04, 2021 USD ($) share | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Carrying amount of debt | $ 8,356 | ||||
Loss on convertible note modification | 0 | $ 50,577 | |||
Exchange ratio | 0.8149 | ||||
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 | ||||
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 - Common Sto
Equity Instruments - Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 29, 2021 |
Class of Stock [Line Items] | ||||
Total shares of common stock reserved | 39,501,895 | 34,271,748 | 66,830,878 | |
Common stock warrants | ||||
Class of Stock [Line Items] | ||||
Total shares of common stock reserved | 13,145,000 | 13,075,000 | ||
Shares available for future grant under 2021 Equity Incentive Plan | 2021 Stock Option Plan | ||||
Class of Stock [Line Items] | ||||
Total shares of common stock reserved | 20,861,294 | 17,533,471 | ||
Reserved for employee stock purchase plan | ||||
Class of Stock [Line Items] | ||||
Total shares of common stock reserved | 5,495,601 | 1,832,324 | 3,663,277 |
Equity Instruments - Narrative
Equity Instruments - Narrative (Details) | Dec. 31, 2022 | Dec. 31, 2022 shares | Dec. 31, 2022 $ / shares | Dec. 31, 2022 | Dec. 31, 2022 $ / warrant | Dec. 31, 2022 alternative_energy_credit | Jul. 25, 2022 $ / shares shares | Dec. 31, 2021 $ / shares $ / warrant shares | Dec. 02, 2020 $ / shares $ / warrant shares |
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) | 13,145,000 | 13,075,000 | |||||||
Warrants, exercise ratio | 1 | 1 | |||||||
2022 Private Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants (in shares) | 70,000 | ||||||||
Warrants term | 11 years 6 months 25 days | ||||||||
Fair value on issue date per warrant (in usd per warrant) | $ / warrant | 2.43 | ||||||||
Exercise price of warrants (in usd per share) | $ / shares | 2.56 | $ 2.56 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 70,000 | ||||||||
Private placement warrant liabilities | |||||||||
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 | 8,625,000 | 34,500,000 | ||||||
Warrants term | 5 years | ||||||||
Fair value on issue date per warrant (in usd per warrant) | $ / warrant | 3.30 | 3.30 | 10 | ||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Expected volatility | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Business combination, measurement input | 0.899 | 0.525 | |||||||
Expected volatility | 2022 Private Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, measurement input | 0.869 | ||||||||
Risk-free interest rate | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Business combination, measurement input | 0.041 | 0.012 | |||||||
Risk-free interest rate | 2022 Private Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, measurement input | 0.039 | ||||||||
Measurement Input, Trading Volatility | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Business combination, measurement input | 0.50 | ||||||||
Measurement Input, Public Warrant Volatility | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Business combination, measurement input | 0.50 | 0.50 |
Equity Instruments - Warrants f
Equity Instruments - Warrants for Shares of Stock (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2022 USD ($) $ / shares $ / warrant shares | Jul. 25, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares $ / warrant shares | Dec. 02, 2020 $ / shares $ / warrant shares |
Class of Warrant or Right [Line Items] | ||||
Exercise Price per warrant (in usd per share) | $ / shares | $ 11.50 | |||
Fair Value | $ 2,745 | $ 21,705 | ||
Common stock warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 13,145,000 | 13,075,000 | ||
Fair Value | $ 2,745 | $ 21,705 | ||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 4,450,000 | 4,450,000 | ||
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 | 2 | 2 | ||
Fair Value | $ 888 | $ 7,387 | ||
2022 Private Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 70,000 | |||
Exercise Price per warrant (in usd per share) | $ / shares | $ 2.56 | $ 2.56 | ||
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 2.43 | |||
Fair Value | $ 109 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants (in shares) | shares | 8,625,000 | 8,625,000 | 34,500,000 | |
Exercise Price per warrant (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |
Fair Value on Issue Date per warrant (in usd per warrant) | $ / warrant | 3.30 | 3.30 | 10 | |
Fair Value | $ 1,748 | $ 14,318 |
Equity Instruments - Rollforwar
Equity Instruments - Rollforward of Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liability [Roll Forward] | ||
Beginning Balance | $ 21,705 | |
Gain (loss) on fair value of warrants | (19,129) | $ 5,202 |
Ending Balance | 2,745 | 21,705 |
Common stock warrants | ||
Warrant Liability [Roll Forward] | ||
Beginning Balance | 21,705 | 0 |
Issuance of warrants upon the reverse recapitalization | 0 | 21,051 |
Issuance of common stock warrant in connection with financing | 170 | 0 |
Gain (loss) on fair value of warrants | 19,129 | (654) |
Ending Balance | 2,745 | 21,705 |
Redeemable convertible preferred stock warrant liabilities | ||
Warrant Liability [Roll Forward] | ||
Beginning Balance | $ 0 | 181 |
Adjustments To Additional Paid In Capital, Fair Value Adjustment Of Warrants | (4,665) | |
Gain (loss) on fair value of warrants | 4,484 | |
Ending Balance | $ 0 |
Equity Instruments - Warrants,
Equity Instruments - Warrants, Fair Value Assumptions (Details) | Dec. 31, 2022 alternative_energy_credit $ / shares | Dec. 31, 2021 alternative_energy_credit |
Common stock warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 3 years 9 months | 4 years 9 months |
Common stock warrants | Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 1.79 | 7.81 |
Common stock warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.680 | 0.405 |
Common stock warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.041 | 0.012 |
Common stock warrants | Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 | 0 |
2022 Private Warrant | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 11 years 6 months 25 days | |
2022 Private Warrant | Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | $ / shares | 1.79 | |
2022 Private Warrant | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.869 | |
2022 Private Warrant | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.039 | |
2022 Private Warrant | 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 Thousands | 12 Months Ended | ||||
Sep. 29, 2021 USD ($) tranche leased_asset $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2022 | Dec. 31, 2022 alternative_energy_credit | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Expected Term (years) | 3 years 9 months | 4 years 9 months | |||
Measurement Input, Public Warrant Volatility | |||||
Class of Stock [Line Items] | |||||
Business combination, measurement input | 0.50 | 0.50 | |||
Measurement Input, Trading Volatility | |||||
Class of Stock [Line Items] | |||||
Business combination, measurement input | 0.50 | ||||
JAWS Spitfire | |||||
Class of Stock [Line Items] | |||||
Fair value of total earnout shares | $ | $ 120,800 | ||||
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 | 21,758,149 | |||
Eligible Velo3D Equityholders | Contingent Earnout Liability, Scenario One | |||||
Class of Stock [Line Items] | |||||
Percentage of common stock outstanding | 5% | ||||
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% | ||||
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, 2022 | Dec. 31, 2021 | |
Contingent Earnout Liability [Roll Forward] | ||
Beginning Balance | $ 111,487 | $ 0 |
Issuance of contingent earnout liability upon the reverse capitalization | 0 | 120,763 |
Change in fair value of contingent earnout liabilities | (94,073) | (9,275) |
Ending Balance | $ 17,414 | $ 111,487 |
Equity Instruments - Continge_2
Equity Instruments - Contingent Earnout Liabilities, Fair Value Assumptions (Details) | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected Term (years) | 3 years 9 months | 4 years 9 months |
Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 1.79 | 7.81 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0.899 | 0.525 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0.041 | 0.012 |
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 ($) | 12 Months Ended | |||
Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 29, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares of common stock reserved for issuance | 39,501,895 | 34,271,748 | 66,830,878 | |
Award expiration period | 10 years | |||
Award vesting period | 4 years | |||
Unrecognized compensation cost | $ 41,300,000 | |||
Earnout period | 5 years | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 9,700,000 | |||
Unrecognized compensation cost, period for recognition | 3 years 3 months 18 days | |||
Balance as of beginning of period (in usd per share) | $ 4.48 | $ 7.26 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 17,396,000 | $ 29,476,000 | ||
Common stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 900,000 | |||
Unrecognized compensation cost, period for recognition | 1 year 6 months | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of stock options as percentage of fair value | 110% | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares of common stock reserved for issuance | 5,495,601 | 1,832,324 | 3,663,277 | |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares of common stock reserved for issuance | 4,041,346 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 29,500,000 | |||
2014 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award expiration period | 10 years | |||
Exercise price of stock options as percentage of fair value | 110% | |||
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 | 47,540,079 | 9,161,624 | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | |||
Outstanding as of beginning of period (in shares) | 16,960 | 21,191 | 21,471 |
Granted (in shares) | 0 | 1,023 | |
Exercised (in shares) | (2,981) | (269) | |
Forfeited or expired (in shares) | (1,250) | (1,034) | |
Outstanding as of end of period (in shares) | 16,960 | 21,191 | 21,471 |
Options vested and expected to vest as of end of period (in shares) | 16,960 | 21,191 | |
Vested and exercisable as of end of period (in shares) | 11,000 | 9,361 | |
Weighted-Average Exercise Price | |||
Outstanding as of beginning of period (in usd per share) | $ 0.58 | $ 0.33 | |
Granted (in usd per share) | 0 | 6.69 | |
Exercised (in usd per share) | 0.41 | 1.35 | |
Forfeited or expired (in usd per share) | 1.60 | 1.09 | |
Outstanding as of end of period (in usd per share) | 0.54 | 0.58 | $ 0.33 |
Options vested and expected to vest as of end of period (in usd per share) | 0.54 | 0.58 | |
Vested and exercisable as of end of period (in usd per share) | $ 0.65 | $ 0.56 | |
Weighted-Average Remaining Contractual Term in years | 7 years 3 months 18 days | 8 years 2 months 12 days | 9 years 3 months 18 days |
Additional Disclosures | |||
Aggregate intrinsic value of options outstanding | $ 24.4 | $ 153.2 | |
Aggregate intrinsic value of options exercised | 10.9 | $ 1 | |
Weighted-average grant date fair value of options granted (in usd per share) | $ 3.58 | ||
Grant date fair value of options vested | $ 1.9 | $ 1.5 |
Equity Incentive Plans & Stoc_5
Equity Incentive Plans & Stock-Based Compensation - Weighted-Average Assumptions (Details) - Common stock options | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility (as a percent) | 59% |
Risk-free interest rate, minimum (as a percent) | 0.90% |
Risk-free interest rate, maximum (as a percent) | 1% |
Dividend yield (as a percent) | 0% |
Expected term (in years) | 5 years 8 months 19 days |
Discount for Lack of Marketability (as a percent) | 9.20% |
Equity Incentive Plans & Stoc_6
Equity Incentive Plans & Stock-Based Compensation - RSUs Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Balance as of beginning of period (in shares) | 4,041 | |
Granted (in shares) | 7,996 | |
Released (in shares) | (1,348) | |
Cancelled (in shares) | (971) | |
Balance as of end of period (in shares) | 9,718 | |
Expected to vest (in shares) | 9,718 | |
Weighted-Average Grant Date Fair Value | ||
Balance as of beginning of period (in usd per share) | $ 4.48 | $ 7.26 |
Granted (in usd per share) | 3.57 | |
Released (in usd per share) | 6.26 | |
Cancelled (in usd per share) | 6.07 | |
Balance as of end of period (in usd per share) | 4.48 | |
Expected to vest (in usd per share) | $ 4.48 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Balance as of beginning of period | $ 29,476,000 | |
Granted | 28,338,000 | |
Released | (4,472,000) | |
Cancelled | 3,521,000 | |
Balance as of end of period | 17,396,000 | |
Expected to vest | $ 17,396,000 |
Equity Incentive Plans & Stoc_7
Equity Incentive Plans & Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 20,150 | $ 4,368 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 9,849 | 1,851 |
Selling and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4,554 | 816 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 5,747 | 1,701 |
Restricted stock units | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 10,723 | 355 |
Common stock options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,690 | 2,453 |
Earnout shares - employees | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 7,737 | $ 1,560 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amount | ||
Tax at federal statutory rate | $ 2,104 | $ (22,489) |
State, net of federal benefit | (5,083) | (3,100) |
Stock based compensation | 766 | 341 |
Fair value adjustments | $ (23,773) | $ 9,766 |
Effective Income Tax Rate Reconciliation, Research and Development, Percent | 0.136 | 0 |
Effective Income Tax Rate Reconciliation, Research and Development, Amount | $ (1,358) | $ (1,019) |
Transaction costs | 0 | (1,838) |
Other | 170 | 29 |
Change in valuation allowance | 27,174 | 18,310 |
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) | 50.70% | (2.90%) |
Stock-based compensation (as a percent) | (7.60%) | 0.30% |
Fair value adjustments (as a percent) | 237.30% | 9.10% |
Transaction costs (as a percent) | 0% | (1.70%) |
Other (as a percent) | (1.80%) | (0.90%) |
Change in valuation allowance (as a percent) | (271.20%) | 17.10% |
Total provision for income taxes (as a percent) | 0% | 0% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 64,731 | $ 51,036 |
Research and development tax credits | 9,269 | 7,018 |
Stock based compensation | 3,764 | 1,250 |
Fixed assets and intangibles | (410) | (342) |
Lease liability | 3,694 | 2,798 |
Deferred Tax Assets, in Process Research and Development | 7,345 | 0 |
Other timing differences | 3,093 | 1,622 |
Total deferred tax assets | 91,486 | 63,382 |
Valuation allowance | (87,827) | (60,653) |
Net deferred tax assets | 3,659 | 2,729 |
Deferred tax liabilities | ||
Right of use assets | (3,659) | (2,729) |
Total deferred tax liabilities | (3,659) | (2,729) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Increase in valuation allowance | $ 27,200 | $ 18,300 | |
Uncertain tax benefits | 4,750 | 3,684 | $ 2,861 |
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 | 1,066 | 823 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 243,400 | 193,200 | |
Net operating loss that can be carried forward indefinitely | 197,500 | ||
Federal | Research and Developmental | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 7,800 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 209,400 | $ 149,900 | |
State | Research and Developmental | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 7,200 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 3,684 | $ 2,861 |
Additions based on tax positions related to the current year | 1,066 | 823 |
Balance at end of year | $ 4,750 | $ 3,684 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 52.4 |
Employee Defined - Contributi_2
Employee Defined - Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Percentage of contributions that fully vest | 100% | |
Employer contribution, percentage of employee's eligible compensation | 3% | |
Contributions | $ 1.1 | $ 0.6 |
Revenue - Concentration of Cred
Revenue - Concentration of Credit Risk and Other Risks and Uncertainties (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total Revenue | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 28.40% | 27.80% |
Total Revenue | Customer 2 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.60% | |
Total Revenue | Customer 3 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.50% | |
Total Revenue | Customer 4 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.80% | |
Total Revenue | Customer 5 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.20% | |
Accounts Receivable, Net | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 71.20% | |
Accounts Receivable, Net | Customer 4 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 16% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 80,757 | $ 27,439 |
U.S. and Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 80,121 | 22,926 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 636 | $ 4,513 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized included in contract liabilities | $ 1.7 | $ 1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 08, 2023 | Mar. 10, 2023 | Feb. 06, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 29, 2021 |
Subsequent Event [Line Items] | ||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Value of Shares Sold | $ 11,000,000 | |||||
Common stock, par value (in usd per share) | $ 0.00001 | |||||
Fixed Commission Rate | 3% | |||||
Value of Shares Sold, May Offer and Sell up to | $ 4,000,000 | |||||
Silicon Valley Bank [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash, FDIC Insured Amount | $ 250,000 | |||||
Deposits | 4,000,000 | |||||
Security Agreement, Required Value of Operating and Depository Accounts | $ 0.90 |