Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 196,747,463 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001825079 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.00001 per share | |
Trading Symbol | VLD | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | VLD WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 28,868 | $ 31,983 |
Short-term investments | 18,475 | 48,214 |
Accounts receivable, net | 14,284 | 9,185 |
Inventories | 78,015 | 71,202 |
Contract assets | 15,255 | 6,805 |
Prepaid expenses and other current assets | 2,860 | 5,533 |
Total current assets | 157,757 | 172,922 |
Property and equipment, net | 18,376 | 19,812 |
Equipment on lease, net | 7,668 | 9,070 |
Other assets | 23,001 | 23,310 |
Total assets | 206,802 | 225,114 |
Current liabilities: | ||
Accounts payable | 17,579 | 12,207 |
Accrued expenses and other current liabilities | 9,369 | 15,877 |
Debt – current portion | 2,973 | 2,775 |
Contract liabilities | 5,772 | 15,194 |
Total current liabilities | 35,693 | 46,053 |
Long-term debt – less current portion | 19,400 | 5,422 |
Contingent earnout liabilities | 25,224 | 17,414 |
Warrant liabilities | 4,470 | 2,745 |
Other noncurrent liabilities | 11,420 | 12,634 |
Total liabilities | 96,207 | 84,268 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.00001 par value - 500,000,000 shares authorized at June 30, 2023 and December 31, 2022, 196,737,320 and 187,561,368 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 2 | 2 |
Additional paid-in capital | 390,240 | 361,528 |
Accumulated other comprehensive loss | (401) | (837) |
Accumulated deficit | (279,246) | (219,847) |
Total stockholders’ equity | 110,595 | 140,846 |
Total liabilities and stockholders’ equity | $ 206,802 | $ 225,114 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 196,737,320 | 187,561,368 |
Common stock, shares outstanding | 196,737,320 | 187,561,368 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total Revenue | $ 25,134 | $ 19,644 | $ 51,948 | $ 31,862 |
Cost of revenue | 22,154 | 18,412 | 46,043 | 30,615 |
Gross profit | 2,980 | 1,232 | 5,905 | 1,247 |
Operating expenses | ||||
Research and development | 12,454 | 12,965 | 23,001 | 25,880 |
Selling and marketing | 6,108 | 6,249 | 12,282 | 12,232 |
General and administrative | 10,124 | 8,259 | 20,451 | 17,549 |
Total operating expenses | 28,686 | 27,473 | 55,734 | 55,661 |
Loss from operations | (25,706) | (26,241) | (49,829) | (54,414) |
Interest expense | (344) | (92) | (564) | (233) |
Gain (loss) on fair value of warrants | 828 | 23,665 | (1,725) | 17,651 |
Gain (loss) on fair value of contingent earnout liabilities | 1,843 | 130,227 | (7,810) | 98,995 |
Other income (expense), net | 178 | 391 | 529 | 609 |
Income (loss) before provision for income taxes | (23,201) | 127,950 | (59,399) | 62,608 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (23,201) | $ 127,950 | $ (59,399) | $ 62,608 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.12) | $ 0.69 | $ (0.31) | $ 0.34 |
Diluted (in dollars per share) | $ (0.12) | $ 0.63 | $ (0.31) | $ 0.31 |
Shares used in computing net income (loss) per share: | ||||
Basic (in shares) | 193,917,908 | 184,282,194 | 191,775,367 | 183,892,304 |
Diluted (in shares) | 193,917,908 | 202,326,053 | 191,775,367 | 203,026,468 |
Net income (loss) | $ (23,201) | $ 127,950 | $ (59,399) | $ 62,608 |
Net unrealized holding gain (loss) on available-for-sale investments | 148 | (335) | 436 | (943) |
Total comprehensive income (loss) | (23,053) | 127,615 | (58,963) | 61,665 |
3D Printer | ||||
Revenue from contract with customer | 23,190 | 17,615 | 47,765 | 27,799 |
Cost of revenue | 19,728 | 15,633 | 41,702 | 26,112 |
Recurring payment | ||||
Recurring Payment | 35 | 934 | 610 | 1,859 |
Cost of revenue | 335 | 685 | 782 | 1,403 |
Support services | ||||
Revenue from contract with customer | 1,909 | 1,095 | 3,573 | 2,204 |
Cost of revenue | $ 2,091 | $ 2,094 | $ 3,559 | $ 3,100 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (59,399) | $ 62,608 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation and amortization | 3,026 | 2,108 |
Stock-based compensation | 12,771 | 9,933 |
(Gain) loss on fair value of warrants | 1,725 | (17,651) |
(Gain) loss on fair value of contingent earnout liabilities | 7,810 | (98,995) |
Changes in assets and liabilities | ||
Accounts receivable | (5,099) | 961 |
Inventories | 3,538 | (34,826) |
Contract assets | (8,450) | (131) |
Prepaid expenses and other current assets | 3,609 | 7,049 |
Other assets | 292 | 1,283 |
Accounts payable | (1,716) | (415) |
Accrued expenses and other liabilities | (6,249) | 5,977 |
Contract liabilities | (9,422) | (6,077) |
Other noncurrent liabilities | (1,214) | (617) |
Net cash used in operating activities | (58,778) | (68,793) |
Cash flows from investing activities | ||
Purchase of property and equipment | (690) | (8,578) |
Production of equipment for lease to customers | (3,694) | (2,563) |
Purchases of available-for-sale investments | 0 | (87,655) |
Proceeds from maturity of available-for-sale investments | 29,984 | 4,000 |
Net cash provided by (used in) investing activities | 25,600 | (94,796) |
Cash flows from financing activities | ||
Proceeds from ATM offering, net of issuance costs | 15,591 | 0 |
Proceeds from revolver facility | 14,000 | 0 |
Proceeds from equipment loans | 1,600 | 0 |
Repayment of equipment loans | (1,467) | (1,067) |
Issuance of common stock upon exercise of stock options | 350 | 570 |
Net cash provided by (used in) financing activities | 30,074 | (497) |
Effect of exchange rate changes on cash and cash equivalents | (11) | (7) |
Net change in cash and cash equivalents | (3,115) | (164,093) |
Cash and cash equivalents and restricted cash at beginning of period | 32,783 | 208,402 |
Cash and cash equivalents and restricted cash at end of period | 29,668 | 44,309 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 564 | 152 |
Supplemental disclosure of non-cash information | ||
Unpaid liabilities related to property and equipment | 177 | 134 |
Equipment for lease to customers returned to inventory | 4,364 | 1,308 |
Cash and Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 28,868 | 43,509 |
Restricted cash (Other assets) | 800 | 800 |
Total cash and cash equivalents and restricted cash | $ 29,668 | $ 44,309 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance as of beginning of period (in shares) at Dec. 31, 2021 | 183,232,494 | ||||
Balance as of beginning of period at Dec. 31, 2021 | $ 110,415 | $ 2 | $ 340,294 | $ (14) | $ (229,867) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 1,547,000 | 1,546,631 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 570 | 570 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, Release of RSUs | 130,483 | ||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 9,933 | 9,933 | |||
Net income (loss) | 62,608 | 62,608 | |||
Other comprehensive income | (943) | (943) | |||
Balance as of end of period (in shares) at Jun. 30, 2022 | 184,909,608 | ||||
Balance as of end of period at Jun. 30, 2022 | 182,583 | $ 2 | 350,797 | (957) | (167,259) |
Balance as of beginning of period (in shares) at Mar. 31, 2022 | 183,557,946 | ||||
Balance as of beginning of period at Mar. 31, 2022 | 49,603 | $ 2 | 345,418 | (608) | (295,209) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 1,221,179 | ||||
Stock Issued During Period, Value, Stock Options Exercised | 403 | 403 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, Release of RSUs | 130,483 | ||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 4,976 | 4,976 | |||
Net income (loss) | 127,950 | 127,950 | |||
Other comprehensive income | (349) | (349) | |||
Balance as of end of period (in shares) at Jun. 30, 2022 | 184,909,608 | ||||
Balance as of end of period at Jun. 30, 2022 | 182,583 | $ 2 | 350,797 | (957) | (167,259) |
Balance as of beginning of period (in shares) at Dec. 31, 2022 | 187,561,368 | ||||
Balance as of beginning of period at Dec. 31, 2022 | $ 140,846 | $ 2 | 361,528 | (837) | (219,847) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 1,296,000 | ||||
Issuance of common stock upon exercise of stock options and release of restricted stock units (in shares) | 1,295,435 | ||||
Issuance of common stock upon exercise of stock options | $ 350 | 350 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, Release of RSUs | 1,639,727 | ||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 12,771 | 12,771 | |||
adjustments to Additional Paid in Capital, At-the-Market offering, net of issuance costs | (15,591) | (15,591) | |||
Shares Issued, Shares, Share-Based Payment Arrangement, At-the-Market Offering, Net of Issuance Costs | 6,240,790 | ||||
Net income (loss) | (59,399) | (59,399) | |||
Other comprehensive income | 436 | 436 | |||
Balance as of end of period (in shares) at Jun. 30, 2023 | 196,737,320 | ||||
Balance as of end of period at Jun. 30, 2023 | 110,595 | $ 2 | 390,240 | (401) | (279,246) |
Balance as of beginning of period (in shares) at Mar. 31, 2023 | 192,479,797 | ||||
Balance as of beginning of period at Mar. 31, 2023 | 121,940 | $ 2 | 378,532 | (549) | (256,045) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options and release of restricted stock units (in shares) | 109,223 | ||||
Issuance of common stock upon exercise of stock options | 40 | 40 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, Release of RSUs | 1,239,989 | ||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 6,535 | 6,535 | |||
adjustments to Additional Paid in Capital, At-the-Market offering, net of issuance costs | (5,133) | (5,133) | |||
Shares Issued, Shares, Share-Based Payment Arrangement, At-the-Market Offering, Net of Issuance Costs | 2,908,311 | ||||
Net income (loss) | (23,201) | (23,201) | |||
Other comprehensive income | 148 | 148 | |||
Balance as of end of period (in shares) at Jun. 30, 2023 | 196,737,320 | ||||
Balance as of end of period at Jun. 30, 2023 | $ 110,595 | $ 2 | $ 390,240 | $ (401) | $ (279,246) |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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”), which was founded in June 2014 as a Delaware corporation headquartered in Campbell, California, Velo3D B.V., which was founded in September 2021 in the Netherlands, and Velo3D GmBH, which was founded in June 2022 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 in “ Explanatory Note — Certain Defined Terms ”); and (ii) Velo3D and its consolidated subsidiaries following the consummation of the Merger. Basis of Presentation The unaudited condensed 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”) for interim financial reporting. Intercompany balances and transactions have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements of the Company. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, 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. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023, or for any other interim period or for any other future year. Financial Condition and Liquidity and Capital Resources The condensed consolidated financial statements are unaudited and have been prepared on the basis of continuity of operations, the realization of assets and satisfaction of liabilities in the ordinary course of business. 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 and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of June 30, 2023, the Company had an accumulated deficit of $279.2 million. As of August 15, 2023, the issuance date of the unaudited condensed 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 condensed 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 16. At-the-Market Offering, for further information. In addition, on August 10, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain affiliated institutional investors (collectively, the “Investor”) pursuant to which the Company agreed to issue and sell, in a registered public offing by the Company directly to the Investor (the “Offering”), up to $105 million aggregate principal amount of the Company’s senior secured convertible notes (the “Notes”). On August 14, 2023, the Company issued $70 million aggregate principal amount of Notes (the “Initial Notes”) to the Investor for approximately $66 million in net proceeds, and used approximately $22 million of the net proceeds to repay in full indebtedness outstanding under its third amended and restated loan and security agreement, as amended (the “Loan Agreement”). See Note 17. Subsequent Events, for further information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies and for further information on significant accounting updates adopted in the prior year, see Note 2, Summary of Significant Accounting Policies , to the audited consolidated financial statements in the 2022 Form 10-K. During the six months ended June 30, 2023, there were no significant updates to the Company’s significant accounting policies other than as described below. At-the-Market Offering On February 6, 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, shares of its common stock pursuant to its universal shelf registration statement (the “Shelf Registration Statement”), which the Company filed with the SEC on November 14, 2022. As of June 30, 2023, the Company has sold $15.6 million of shares, net of issuance costs of $1.0 million. See Note 16. At-the-Market Offering , for further information. Recently Issued Accounting Pronouncements |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (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 attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except share and per share data) (In thousands, except share and per share data) Numerator: Net income (loss) $ (23,201) $ 127,950 $ (59,399) $ 62,608 Denominator: Basic weighted average shares outstanding 193,917,908 184,282,194 191,775,367 183,892,304 Effect of dilutive securities: Common stock options — 18,043,859 — 19,130,274 Restricted stock units — — — 3,890 Diluted weighted average shares outstanding 193,917,908 202,326,053 191,775,367 203,026,468 Net income (loss) per share Basic $ (0.12) $ 0.69 $ (0.31) $ 0.34 Diluted $ (0.12) $ 0.63 $ (0.31) $ 0.31 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 for the periods presented because including them would have had an antidilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Common stock options 15,257,468 1,493,147 15,257,468 406,732 Common stock warrants 13,145,000 13,075,000 13,145,000 13,075,000 Restricted stock units 12,227,171 5,355,860 12,227,171 5,351,970 Total potentially dilutive common share equivalents 40,629,639 19,924,007 40,629,639 18,833,702 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 25,744 $ — $ — $ 25,744 U.S. Treasury securities (ii) 10,358 — — 10,358 Corporate bonds (ii) — 8,117 — 8,117 Total financial assets $ 36,102 $ 8,117 $ — $ 44,219 Liabilities Common stock warrant liabilities (Public) (iii) $ 2,842 $ — $ — $ 2,842 Common stock warrant liabilities (Private Placement) (iii) — — 1,488 1,488 Common stock warrant liabilities (2022 Private Warrant) (iii) — — 140 140 Contingent earnout liabilities — — 25,224 25,224 Total financial liabilities $ 2,842 $ — $ 26,852 $ 29,694 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 (i) Included in cash and cash equivalents on the condensed consolidated balance sheets. (ii) Included in short-term investments on the condensed consolidated balance sheets. (iii) Included in warrant liabilities on the condensed consolidated balance sheets. For more information regarding the Public Warrants, Private Placement Warrants, the 2022 Private Warrant and the Earnout Shares, see Note 10, Equity Instruments . 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 June 30, 2023 and December 31, 2022. 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: December 31, 2022 Change in fair value March 31, 2023 Change in fair value June 30, 2023 (In thousands) Private placement warrant liabilities $ 888 $ 869 $ 1,757 $ (269) $ 1,488 2022 Private Warrant 109 37 146 (6) 140 Contingent earnout liabilities 17,414 9,653 27,067 (1,843) 25,224 $ 18,411 $ 10,559 $ 28,970 $ (2,118) $ 26,852 December 31, 2021 Change in fair value March 31, 2022 Change in fair value June 30, 2022 (In thousands) Private placement warrant liabilities $ 7,387 $ 2,047 $ 9,434 $ (8,054) $ 1,380 Contingent earnout liabilities 111,487 31,232 142,719 (130,226) 12,493 $ 118,874 $ 33,279 $ 152,153 $ (138,280) $ 13,873 The fair value of the Private Placement Warrant liability, the 2022 Private Warrant 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 Monte Carlo Simulation Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date (see Note 10, 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 10, 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 10, Equity Instruments ). |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale Investments The following table summarizes the Company’s available-for-sale (“AFS”) investments. These are classified as “Short-term investments” on the condensed consolidated balance sheets. June 30, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 10,534 $ — $ (176) $ 10,358 Corporate bonds 8,342 — (225) 8,117 Total available-for-sale investments $ 18,876 $ — $ (401) $ 18,475 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 The following table presents the breakdown of the AFS investments in an unrealized loss position as of June 30, 2023 and December 31, 2022, respectively. June 30, 2023 December 31, 2022 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ — $ — $ 16,702 $ (365) 12 months or longer 10,358 (176) 7,999 (58) Total $ 10,358 $ (176) $ 24,701 $ (423) Corporate bonds Less than 12 months $ — $ — $ 18,951 $ (387) 12 months or longer 8,117 (225) 1,478 (27) Total $ 8,117 $ (225) $ 20,429 $ (414) The Company does not believe these AFS investments to be other-than-temporarily impaired as of June 30, 2023 and December 31, 2022. There were no material realized gains or losses on AFS investments during the six months ended June 30, 2023 and June 30, 2022. All remaining contractual maturities of AFS investments held at June 30, 2023 are as follows: Less than 12 months Greater than 12 months Fair value Gross unrealized losses Fair value Gross unrealized losses (In thousands) Corporate bonds $ 3,444 $ (81) $ 4,673 $ (144) U.S. Treasury securities 10,358 (176) — — Total $ 13,802 $ (257) $ 4,673 $ (144) Actual maturities may differ from the contractual maturities because the Company may sell these investments prior to their contractual maturities. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, Net Accounts receivable, net consisted of the following: June 30, December 31, 2023 2022 (In thousands) Trade receivables $ 14,351 $ 9,639 Less: Allowances for credit losses (67) (454) Total $ 14,284 $ 9,185 Inventories Inventories consisted of the following: June 30, December 31, 2023 2022 (In thousands) Raw materials $ 66,929 $ 58,585 Work-in-progress 9,365 12,617 Finished goods 1,721 — Total $ 78,015 $ 71,202 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: June 30, December 31, 2023 2022 (In thousands) Prepaid insurance and other $ 1,924 $ 3,316 Vendor prepayments 936 2,217 Total $ 2,860 $ 5,533 Property and Equipment, Net Property and equipment, net consisted of the following: June 30, December 31, 2023 2022 (In thousands) Computers and software $ 2,409 $ 2,222 Lab equipment and other equipment 7,866 7,379 Furniture and fixtures 246 181 Leasehold improvements 16,016 16,273 Construction in progress 21 — Total property, plant and equipment 26,558 26,055 Less accumulated depreciation and amortization (8,182) (6,243) Property, plant and equipment, net $ 18,376 $ 19,812 Depreciation expense for the three months ended June 30, 2023 and 2022 was $1.2 million and $0.7 million, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $2.3 million and $1.2 million, respectively. The manufacturing facility operating lease at Campbell (McGlincy) was terminated on March 31, 2023, and is no longer in use. There were no significant asset retirement obligations. The Company wrote-off $0.6 million in fully-depreciated leasehold improvements related to the Campbell (McGlincy) lease during the six months ended June 30, 2023. Other Assets Other assets consisted of the following: June 30, December 31, 2023 2022 (In thousands) Right of use assets $ 12,180 $ 13,545 Net investments in sales-type lease 6,288 6,554 Non-current prepaid expenses and other assets 4,533 3,211 Total Other assets $ 23,001 $ 23,310 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2023 2022 (In thousands) Accrued expenses $ 3,598 $ 8,602 Accrued salaries and benefits 3,402 4,830 Lease liability – current portion 2,369 2,445 Total Accrued expenses and other current liabilities $ 9,369 $ 15,877 Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following: June 30, December 31, 2023 2022 (In thousands) Lease liabilities – noncurrent portion $ 11,024 $ 12,206 Other noncurrent liabilities 396 428 Total other noncurrent liabilities $ 11,420 $ 12,634 Please refer to Note 10, Equity Instruments, |
Equipment on Lease, Net
Equipment on Lease, Net | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Equipment on Lease, Net | Equipment on Lease, Net The equipment leased to customers had a cost basis of $8.3 million and accumulated depreciation of $0.6 million as of June 30, 2023. 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 $0.3 million and $0.5 million included in cost of revenue for the three months ended June 30, 2023 and 2022, respectively. The total depreciation expense was $0.6 million and $0.9 million included in cost of revenue for the six months ended June 30, 2023 and 2022, respectively. Lease payments from customers consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) (In thousands) Equipment on lease payments $ 35 $ 833 $ 610 $ 1,713 Equipment on lease variable payments — 101 — 146 Total lease payments $ 35 $ 934 $ 610 $ 1,859 The Company entered into debt secured by certain leased equipment to customers. See Note 9, Long-term Debt, for a description of these financing arrangements. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases its office and manufacturing facilities under four non-cancellable operating leases, including options to extend, which expire in 2024 to 2032. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease. As noted above in Note 6, Balance Sheet Components , the manufacturing facility operating lease at Campbell (McGlincy) was terminated on March 31, 2023, and is no longer in use. The Company’s right-of-use assets and lease liabilities related to McGlincy were amortized in full over the life of the lease. Total right-of-use (“ROU”) assets and lease liabilities are as follows: June 30, December 31, 2023 2022 (In thousands) Right-of-use assets: Net book value (Other assets) $ 12,180 $ 13,545 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,345 $ 2,410 Noncurrent (Other noncurrent liabilities) 11,024 12,201 13,369 14,611 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 24 $ 35 Noncurrent (Other noncurrent liabilities) — 5 $ 24 $ 40 Total lease liabilities $ 13,393 $ 14,651 There were no impairments recorded related to these assets as of June 30, 2023 and December 31, 2022. Information about lease-related balances were as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands, except years and percentages) (In thousands, except years and percentages) Operating lease expense $ 746 $ 717 $ 1,510 1,434 Financing lease expense 9 9 18 18 Short-term lease expense 66 68 160 167 Total lease expense $ 821 $ 794 $ 1,688 1,619 Cash paid for leases $ 700 $ 683 $ 1,406 964 Weighted – average remaining lease term – operating leases (years) 3.6 4.4 3.6 4.4 Weighted – average discount rate – operating leases 8.7% 4.4% 8.7 % 4.4% Maturity of operating lease liabilities as of June 30, 2023 are as follows: (In thousands) Remainder of 2023 $ 1,380 2024 2,730 2025 2,266 2026 2,313 2027 2,400 Thereafter 11,270 Total operating lease payments $ 22,359 Less portion representing imputed interest (8,990) Total operating lease liabilities $ 13,369 Less current portion 2,345 Long-term portion $ 11,024 |
Leases | Leases The Company leases its office and manufacturing facilities under four non-cancellable operating leases, including options to extend, which expire in 2024 to 2032. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease. As noted above in Note 6, Balance Sheet Components , the manufacturing facility operating lease at Campbell (McGlincy) was terminated on March 31, 2023, and is no longer in use. The Company’s right-of-use assets and lease liabilities related to McGlincy were amortized in full over the life of the lease. Total right-of-use (“ROU”) assets and lease liabilities are as follows: June 30, December 31, 2023 2022 (In thousands) Right-of-use assets: Net book value (Other assets) $ 12,180 $ 13,545 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,345 $ 2,410 Noncurrent (Other noncurrent liabilities) 11,024 12,201 13,369 14,611 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 24 $ 35 Noncurrent (Other noncurrent liabilities) — 5 $ 24 $ 40 Total lease liabilities $ 13,393 $ 14,651 There were no impairments recorded related to these assets as of June 30, 2023 and December 31, 2022. Information about lease-related balances were as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands, except years and percentages) (In thousands, except years and percentages) Operating lease expense $ 746 $ 717 $ 1,510 1,434 Financing lease expense 9 9 18 18 Short-term lease expense 66 68 160 167 Total lease expense $ 821 $ 794 $ 1,688 1,619 Cash paid for leases $ 700 $ 683 $ 1,406 964 Weighted – average remaining lease term – operating leases (years) 3.6 4.4 3.6 4.4 Weighted – average discount rate – operating leases 8.7% 4.4% 8.7 % 4.4% Maturity of operating lease liabilities as of June 30, 2023 are as follows: (In thousands) Remainder of 2023 $ 1,380 2024 2,730 2025 2,266 2026 2,313 2027 2,400 Thereafter 11,270 Total operating lease payments $ 22,359 Less portion representing imputed interest (8,990) Total operating lease liabilities $ 13,369 Less current portion 2,345 Long-term portion $ 11,024 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: June 30, December 31, 2023 2022 (In thousands) Revolving credit line $ 17,000 $ 3,000 Equipment loan 5,489 5,356 Deferred financing costs (116) (159) Total $ 22,373 $ 8,197 Debt – current portion 2,973 2,775 Long-term debt – less current portion $ 19,400 $ 5,422 As of June 30, 2023, the Company’s banking arrangements included a revolving credit line and equipment loans pursuant to the Loan Agreement originally entered into with Silicon Valley Bank (“SVB”). For a full description of these banking arrangements, see Note 9, Long-Term Debt , in the audited consolidated financial statements included in the 2022 Form 10-K. These loans contained customary representations and warranties, reporting covenants, events of default and termination provisions. The affirmative covenants included, among other things, that the Company furnish monthly financial statements, minimum cash balances, quarterly revenues, a yearly budget, timely files taxes, maintain good standing and government compliance, maintain liability and other insurance and furnish audited financial statements no later than the date of delivery to the Board of Directors. On August 14, 2023, the Company used approximately $22 million of the net proceeds from the Offering of the Initial Notes to repay all outstanding obligations under the Loan Agreement. With the payoff of the debt, the Loan Agreement was terminated and is no longer available to the Company. See Note 17. Subsequent Events , for further information. The Company amortizes deferred financing costs over the life of the borrowing. As of June 30, 2023 and December 31, 2022, the remaining unamortized balance of deferred financing costs was $0.1 million, respectively for both periods, and was included in Debt — current portion on the balance sheets. Revolving Credit Line — For the three and six months ended June 30, 2023, the Company drew $9.0 million and $14.0 million on the revolving credit facility, respectively, with a variable interest rate of the greater of 5.50% or Prime plus 0.75% and a term of 22 months due on December 31, 2024. As of June 30, 2023, the Company had $13.0 million on the revolving credit line undrawn after the draw on June 29, 2023. The Company’s draws on the revolving credit facility were as follows: $5.0 million in February 2023, $5.0 million in April 2023, and $4.0 million in June 2023, with a variable interest rate of the greater of 5.50% or Prime Rate plus 0.75% and terms of 22 months, 20 months and 18 months, respectively, all due on December 31, 2024. Interest on the outstanding balance of the revolving credit line was payable monthly at an annual rate of the greater of (1) the Wall Street Journal Prime Rate plus 0.25% and (2) 5.0% when the Company’s Adjusted Quick Ratio (“AQR”) was at least 1.50 to 1.0, and at an annual rate of the greater of (1) the Wall Street Journal Prime Rate plus 0.75% and (2) 5.50% when the Company did not maintain such AQR. The effective interest rate was 8.0% and 5.2% for the three months ended June 30, 2023 and 2022, respectively. The effective interest rate was 9.7% and 4.9% for the six months ended June 30, 2023 and 2022, respectively. The loan fees were less than $0.1 million as of June 30, 2023. Equipment Loan — As of June 30, 2023, the remaining equipment loan availability were $9.5 million. As of June 30, 2023, the outstanding balance was $5.5 million. The effective interest rate was 8.0% and 3.9% for the three months ended June 30, 2023 and 2022, respectively. The effective interest rate was 7.7% and 3.5% for the six months ended June 30, 2023 and 2022, respectively. For the three months and six months ended June 30, 2023, $0.7 million and $1.4 million, respectively, in principal payments were paid. The future minimum aggregate payments for the above borrowings are as follows as of June 30, 2023: (In thousands) 2023 $ 1,733 2024 19,156 2025 1,333 2026 267 $ 22,489 |
Equity Instruments
Equity Instruments | 6 Months Ended |
Jun. 30, 2023 | |
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 future issuance on an “as if converted” basis were as follows: June 30, December 31, 2023 2022 (share data) Common stock warrants 13,145,000 13,145,000 Shares available for future grant under 2021 Equity Incentive Plan 29,557,352 20,861,294 Reserved for At-the-Market offering 13,759,210 — Reserved for employee stock purchase plan 7,371,214 5,495,601 Total shares of common stock reserved 63,832,776 39,501,895 In February 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, up to $40.0 million shares of its common stock pursuant to the Shelf Registration Statement, and in connection therewith, the Company reserved 20,000,000 shares of common stock for issuance under the ATM Sales Agreement. In March 2023, pursuant to the evergreen provisions of the Company’s 2021 Equity Incentive Plan (the “2021 EIP”), the Company registered an additional 9,378,068 shares of common stock for issuance under the 2021 EIP and 1,875,613 shares of common stock for issuance under the 2021 ESPP. The shares available for future grant under the 2021 EIP are net of any un-exercised stock options (vested and unvested) and unvested restricted stock units (“RSUs”) outstanding that may convert to common stock in the future upon exercise or vesting as of June 30, 2023 and December 31, 2022. Common Stock Warrant Liabilities Warrants for common stock of 13,145,000 were exercisable 1-to-1 as of June 30, 2023 and December 31, 2022. The warrants on common stock are liability classified and recorded at fair value on the issue date with periodic remeasurement. Warrants for shares of common stock consist of 8,625,000 publicly-traded warrants (the “Public Warrants”), 4,450,000 private placement warrants (the “Private Placement Warrants”) and a warrant to purchase 70,000 shares of common stock (the “2022 Private Warrant”), as summarized in the following table : December 31, 2022 and June 30, 2023 Issue Date Expiration Number of Exercise Fair Value on Issue Date per warrant Private placement warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 2022 Private Warrant – Common Stock 07/25/2022 07/24/2034 70,000 $2.56 $2.43 Public warrants – Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 13,145,000 Warrant Liabilities – Fair Value The issuance of the Private Placement Warrant and Public Warrant liabilities were accounted for upon the reverse recapitalization. See Note 3, Reverse Recapitalization , in the audited consolidated financial statements included in the 2022 Form 10-K. The 2022 Private Warrant was issued in connection with the Company’s entry into the joinder and fourth loan modification with SVB. See Note 10, Long-Term Debt, in the consolidated financial statements included in the 2022 Form 10-K. The liability for warrants on common stock carried at fair value was as follows: Fair Value on December 31, 2022 Gain on fair value of warrants Fair Value on March 31, 2023 Loss on fair value of warrants Fair Value on June 30, 2023 (In thousands) Private placement warrants – Common Stock $ 888 $ 869 $ 1,757 $ (269) $ 1,488 2022 Private Warrant – Common Stock 109 37 146 (6) 140 Public warrants – Common Stock 1,748 1,647 3,395 (553) 2,842 $ 2,745 $ 2,553 $ 5,298 $ (828) $ 4,470 Fair Value on December 31, 2021 Gain on fair value of warrants Fair Value on March 31, 2022 Loss on fair value of warrants Fair Value on June 30, 2022 (In thousands) Private placement warrants – Common Stock $ 7,387 $ 2,047 $ 9,434 $ (8,054) $ 1,380 2022 Private Warrant – Common Stock — — — — — Public warrants – Common Stock 14,318 3,967 18,285 (15,612) 2,673 $ 21,705 $ 6,014 $ 27,719 $ (23,666) $ 4,053 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 three months ended June 30, 2023 and June 30, 2022. 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. The 2022 Private Warrant is exercisable to purchase one share of common stock at a price of $2.56 per share and allows cashless exercise in whole or part. The Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on December 7, 2021. Private Placement Warrant – 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 June 30, 2023 As of December 31, 2022 Current stock price $ 2.16 $ 1.79 Expected volatility 76.5 % 68.0 % Risk-free interest rate 4.4 % 4.1 % Dividend rate — % — % Expected Term (years) 3.25 3.75 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 – Fair Value Assumptions 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 June 30, 2023 As of December 31, 2022 Current stock price $ 2.16 $ 1.79 Expected volatility 103.0 % 86.9 % Risk-free interest rate 3.8 % 3.9 % Dividend rate — % — % Expected Term (years) 11.07 11.57 Expected volatility: The expected volatility was derived from the implied volatility of the Company’s publicly traded common stock as of June 30, 2023. 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. Contingent Earnout Liabilities The contingent earnout liability is for Earnout Shares (as defined below) 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”). During the time period between September 29, 2021 (the “Closing Date”) and the five The rollforward for the contingent earnout liabilities for the three months ended June 30, 2023 and 2022, was as follows: Fair Value on December 31, 2022 Gain on fair value of warrants Fair Value on March 31, 2023 Loss on fair value of warrants Fair Value on June 30, 2023 (In thousands) Contingent Earnout Liabilities $ 17,414 $ 9,653 $ 27,067 $ (1,843) $ 25,224 $ 17,414 $ 9,653 $ 27,067 $ (1,843) $ 25,224 Fair Value on December 31, 2021 Gain on fair value of warrants Fair Value on March 31, 2022 Loss on fair value of warrants Fair Value on June 30, 2022 (In thousands) Contingent Earnout Liabilities $ 111,487 $ 31,232 $ 142,719 $ (130,226) $ 12,493 $ 111,487 $ 31,232 $ 142,719 $ (130,226) $ 12,493 Fair Value Assumptions – Contingent Earnout Liabilities Assumptions used in the fair value of the contingent earnout liabilities are described below. As of June 30, 2023 As of December 31, 2022 Current stock price $2.16 $1.79 Expected volatility 103.0% 89.9% Risk-free interest rate 4.5% 4.1% Dividend yield —% —% Expected Term (years) 3.25 3.75 Expected volatility: The expected volatility was derived from the implied volatility of the Company’s publicly traded common stock as of June 30, 2023. 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 and Stoc
Equity Incentive Plans and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation As of June 30, 2023, the Company had a remaining allocated reserve of 29,557,352 shares of its common stock for issuance under its 2021 Equity Incentive Plan (the “2021 EIP”), which provides for the granting of stock options, restricted stock units (“RSUs”) and stock appreciation rights to employees, directors, and consultants of the Company. As of June 30, 2023, the Company had an allocated reserve of 7,371,214 shares of its common stock for issuance under its 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of June 30, 2023, the Company had not begun any offering periods for the 2021 ESPP. Stock options Activity under the 2021 EIP is set forth below: Options Weighted-Average Exercise Price Weighted-Average Remaining (In thousands) (Per share data) (Years) Outstanding as of December 31, 2021 21,191 $ 0.58 8.2 Granted — $ — Exercised (1,547) $ 0.36 Forfeited or expired (107) $ 5.67 Outstanding as of June 30, 2022 19,537 $ 0.57 7.4 Options vested and expected to vest as of June 30, 2022 19,537 $ 0.57 Vested and exercisable as of June 30, 2022 10,345 $ 0.66 Outstanding as of December 31, 2022 16,960 $ 0.54 7.3 Granted — $ — Exercised (1,296) $ 0.29 Forfeited or expired (407) $ 0.62 Outstanding as of June 30, 2023 15,257 $ 0.56 6.7 Options vested and expected to vest as of June 30, 2023 15,257 $ 0.56 Vested and exercisable as of June 30, 2023 11,559 $ 0.64 The aggregate intrinsic value of options outstanding was $27.3 million and $24.4 million, respectively, as of June 30, 2023 and December 31, 2022. Intrinsic value of options exercised for the six months ended June 30, 2023 and 2022 was $3.8 million and $5.0 million, respectively. The total grant date fair value of options vested was $0.4 million and $1.1 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, total unrecognized compensation cost related to options was $0.6 million related to 3.7 million unvested options and is expected to be recognized over a weighted-average period of 1.3 years. For the six months ended June 30, 2023, there were no options granted. Restricted Stock Units The fair value of RSUs under the Company’s 2021 EIP is estimated using the value of the Company’s common stock on the date of grant. The following table summarizes outstanding and expected to vest RSUs as of June 30, 2023 and 2022 and their activity during the six months ended June 30, 2023 and 2022: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per share data) (In thousands) Balance as of December 21, 2021 4,041 $ 7.26 $ 31,563 Granted 1,489 4.87 7,334 Released (130) 7.21 789 Cancelled (44) 7.26 259 Balance as of June 30, 2022 5,356 $ 6.60 $ 7,391 Expected to vest as of June 30, 2022 5,356 $ 6.60 $ 7,391 Balance as of December 31, 2022 9,623 $ 4.47 $ 17,225 Granted 5,693 2.11 12,024 Released (1,640) 3.83 3,635 Cancelled (1,449) 4.27 3,531 Balance as of June 30, 2023 12,227 $ 3.48 $ 26,411 Expected to vest as of June 30, 2023 12,227 $ 3.48 $ 26,411 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 June 30, 2023, there was $37.3 million of unrecognized compensation cost related to 12.2 million unvested RSUs, which is expected to be recognized over a weighted average period of approximately 2.7 years. As of June 30, 2022, there was $31.0 million of unrecognized compensation cost related to 5.4 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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Restricted stock units $ 4,745 $ 2,550 $ 8,803 $ 4,990 Stock options 119 484 868 1,059 Earnout shares - employees 1,671 1,942 3,100 3,884 $ 6,535 $ 4,976 $ 12,771 $ 9,933 The following sets forth the total stock-based compensation expense for the stock options and RSUs included in the statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Research and development $ 3,056 $ 2,488 $ 5,989 $ 5,079 Selling and marketing 1,586 1,142 3,081 2,255 General and administrative 1,893 1,346 3,701 2,599 $ 6,535 $ 4,976 $ 12,771 $ 9,933 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to date amount for the period prior. Under ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to ordinary income (or loss) for the year-to-date interim period, except in certain circumstances. The Company’s effective tax rates for the three and six months ended June 30, 2023 and 2022 differ from the federal statutory rate principally as a result of valuation allowances expected to be applied to net operating loss carry-forwards which will not meet the threshold for recognition as deferred tax assets. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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 condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed 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 June 30, 2023 and December 31, 2022, 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 commitments per terms and conditions with suppliers and vendors are cancellable in whole or in part prior to shipment. Non-cancellable purchase commitments (purchase orders) of $39.5 million for parts and assemblies are due upon receipt and will primarily be delivered in the second half of 2023 and early 2024. If inventory is shipped, the Company will accrue a liability under accrued expenses. The Company has no other commitment and contingencies, except for the operating leases. See Note 8, Leases , for further discussion. |
Employee Defined-Contribution P
Employee Defined-Contribution Plans | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Defined-Contribution Plans | Employee Defined-Contribution PlansThe Company has a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. Accrued salaries and benefits included accruals related to the 401(k) plans the Company offers to its employees. In order to qualify for these plans, employees must meet the minimum age requirement (21 years) and begin participating on their entry date which is the first paycheck date in the month following the month of eligibility described above. Employee and employer contributions are immediately 100% fully vested. The plans offer employer contributions of 3.0% of an employee’s eligible compensation following safe-harbor rules. The Company’s contribution to the 401(k) plan was $0.3 million and $0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $0.7 million and $0.6 million for the six months ended June 30, 2023 and 2022, respectively. The Company has paid all matching contributions as of June 30, 2023. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
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 Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 (as a percentage) Customer 1 <10 % — % 11.3 % — % <10 % — % Customer 2 23.4 % — % 11.3 % — % 13.4 % — % Customer 3 11.5 % 12.5 % 10.4 % <10 % — % <10 % Customer 4 — % 13.8 % <10 % <10 % <10 % <10 % Customer 5 12.1 % — % <10 % — % 14.5 % — % Customer 6 11.3 % — % <10 % — % — % <10 % Customer 7 <10 % 22.7 % <10 % 39.1 % <10 % <10 % Revenue by Geographic Area The Company currently sells its products in the geographic regions as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Americas $ 20,923 $ 19,555 $ 43,213 $ 31,659 Europe 4,173 38 8,598 73 Other 38 51 137 130 Total $ 25,134 $ 19,644 $ 51,948 $ 31,862 Contract Assets and Liabilities There was $0.9 million and $1.8 million of revenue recognized during the three and six months ended June 30, 2023, respectively, included in contract liabilities as of December 31, 2022. The amount of revenue recognized during the three and six months ended June 30, 2022 included in contract liabilities as of December 31, 2021 was $0.8 million and $1.6 million, respectively. The change in contract assets reflects the difference in timing between the Company’s satisfaction of remaining performance obligations and the Company’s contractual right to bill its customers. The Company had no material asset impairment charges related to contract assets in the periods presented. Variable Consideration |
At-the-Market Offering
At-the-Market Offering | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
At-the-Market Offering | At-the-Market Offering On February 6, 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, shares of its common stock. As of the three and six months ended June 30, 2023, the Company has sold $5.1 million and $15.6 million of shares, respectively, net of issuance costs of $0.4 million and $1.0 million, respectively. The offer and sale of the shares of common stock will be made pursuant to the Shelf Registration Statement and a related prospectus supplement and accompanying prospectus. Pursuant to the prospectus supplement and the ATM Sales Agreement, the Company may offer and sell up to $40 million of shares of common stock pursuant to its Shelf Registration Statement. 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Offering of Senior Secured Convertible Notes On August 10, 2023, the Company entered into the Securities Purchase Agreement with the Investor pursuant to which the Company agreed to issue and sell in the Offering up to $105 million aggregate principal amount of Notes. On August 14, 2023 (the “Initial Closing Date”), the Company issued $70 million aggregate principal amount of the Initial Notes to the Investor. In addition, the Company has granted the Investor the right to purchase up to an additional $35 million aggregate principal amount of the Notes (the “Additional Notes”) so long as the notice to exercise such option is provided no later than the first anniversary of the Initial Closing Date. The Company estimates the net proceeds from the sale of the Initial Notes will be approximately $66 million, after deducting estimated fees and expenses payable by the Company. On the Initial Closing Date, the Company used approximately $22 million of the net proceeds from the Offering to repay in full the outstanding indebtedness under the Loan Agreement. The Company plans to use the remaining net proceeds for working capital, capital expenditures and general corporate purposes. The Notes are senior secured obligations of the Company and will be effectively senior to all of the Company’s unsecured indebtedness to the extent of the collateral securing the Notes. Aside from the foregoing, the Notes will rank pari passu with all of the Company’s other senior indebtedness and senior to any of the Company’s subordinated indebtedness. As of the Initial Closing Date, the Notes are secured by a first lien security interest in the Company’s and its wholly-owned subsidiary Velo3D US, Inc.’s assets, including, but not limited to, the Company’s intellectual property (subject to prior liens and other customary exclusions, in each case, acceptable to the collateral agent for the Notes (the “Collateral Agent”) in its sole discretion) other than the Company’s and such subsidiary’s non-U.S. assets and the Company’s and such subsidiary’s bank accounts (collectively, the “Initial Collateral”). The Notes provide that at or before 30 days after the Initial Closing Date (which period may be extended in the reasonable discretion of the Collateral Agent), the Company will deliver to the Collateral Agent such additional security documents, in form and substance reasonably acceptable to the Collateral Agent, which perfect a first lien security interest in all the Company’s remaining assets (subject to prior liens and other customary exclusions, in each case, acceptable to the Collateral Agent in its sole discretion). The Notes bear interest at 6.00% per annum, payable quarterly in cash on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2023, and will mature on August 1, 2026 (the “Maturity Date”). When the Company repays principal on the Notes pursuant to the terms of the Notes, it will be required to pay 115% of the principal amount repaid (the “Repayment Price”) plus accrued interest. On the first day of each three-month period beginning on January 1, 2024 (a “Partial Redemption Date”), holders of the Notes may require the Company to redeem a portion of the principal amount of the Notes at the Repayment Price plus accrued interest. The aggregate principal amount of the Initial Notes that will be redeemable on a Partial Redemption Date will be $8,750,000 for a Repayment Price of $10,062,500. Subject to certain exceptions, upon the completion of certain equity financings at a price below the conversion price of the Notes, holders of the Notes will have the right to require the Company to use up to 15% of the gross proceeds of the equity financing to redeem a portion of the principal amount of the Notes at the Repayment Price plus accrued interest. Holders of the Notes will also have the right to require the Company to repurchase all or a portion of their Notes upon the occurrence of certain corporate events constituting a “fundamental change” at the greater of (a) 110% of the conversion value (calculated based on the 5-day volume-weighted-average price (“VWAP”) of the Company’s common stock during the period beginning on the later of the five VWAP trading days prior to the effective date of such fundamental change and the five VWAP trading days prior to the public announcement of such fundamental change) and (b) 100% of the Repayment Price plus accrued interest. Holders of the Notes may convert their Notes into shares of the Company’s common stock at any time prior to the Maturity Date. The Notes have an initial conversion rate of 475.1722 shares of the Company’s common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $2.10 per share of the Company’s common stock). The initial conversion price will adjust to 110% of the average of the three daily VWAPs of the Company’s common stock during the three trading day period ending on and including August 17, 2023, if such average is lower than the initial conversion price, with a corresponding adjustment to the conversion rate. The conversion rate will also be subject to customary anti-dilution adjustments and adjustments for certain corporate events. Subject to certain conditions, the Company can require conversion of the Notes if the closing price of the Company’s common stock exceeds 175% of the conversion price for at least 20 VWAP trading days in a 30 consecutive VWAP trading day period. The Notes contain customary affirmative and negative covenants (including covenants that limit the Company’s ability to incur debt, make investments, transfer assets, engage in certain transactions with affiliates and merge with other companies, in each case, other than those permitted by the Notes) and events of default. Furthermore, the Company will be required to maintain a minimum of $30 million of unrestricted cash and cash equivalents and to |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe unaudited condensed 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”) for interim financial reporting. Intercompany balances and transactions have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements of the Company. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, 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. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023, or for any other interim period or for any other future year. |
At-the-Market Offering | At-the-Market Offering On February 6, 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, shares of its common stock pursuant to its universal shelf registration statement (the “Shelf Registration Statement”), which the Company filed with the SEC on November 14, 2022. As of June 30, 2023, the Company has sold $15.6 million of shares, net of issuance costs of $1.0 million. See Note 16. At-the-Market Offering , for further information. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting PronouncementsIn 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, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new guidance in the first quarter of 2023. The effect on the consolidated financial statements and related disclosures was not material. |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except share and per share data) (In thousands, except share and per share data) Numerator: Net income (loss) $ (23,201) $ 127,950 $ (59,399) $ 62,608 Denominator: Basic weighted average shares outstanding 193,917,908 184,282,194 191,775,367 183,892,304 Effect of dilutive securities: Common stock options — 18,043,859 — 19,130,274 Restricted stock units — — — 3,890 Diluted weighted average shares outstanding 193,917,908 202,326,053 191,775,367 203,026,468 Net income (loss) per share Basic $ (0.12) $ 0.69 $ (0.31) $ 0.34 Diluted $ (0.12) $ 0.63 $ (0.31) $ 0.31 |
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 for the periods presented because including them would have had an antidilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Common stock options 15,257,468 1,493,147 15,257,468 406,732 Common stock warrants 13,145,000 13,075,000 13,145,000 13,075,000 Restricted stock units 12,227,171 5,355,860 12,227,171 5,351,970 Total potentially dilutive common share equivalents 40,629,639 19,924,007 40,629,639 18,833,702 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 Level 1 Level 2 Level 3 Total (In thousands) Assets Money market funds (i) $ 25,744 $ — $ — $ 25,744 U.S. Treasury securities (ii) 10,358 — — 10,358 Corporate bonds (ii) — 8,117 — 8,117 Total financial assets $ 36,102 $ 8,117 $ — $ 44,219 Liabilities Common stock warrant liabilities (Public) (iii) $ 2,842 $ — $ — $ 2,842 Common stock warrant liabilities (Private Placement) (iii) — — 1,488 1,488 Common stock warrant liabilities (2022 Private Warrant) (iii) — — 140 140 Contingent earnout liabilities — — 25,224 25,224 Total financial liabilities $ 2,842 $ — $ 26,852 $ 29,694 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 (i) Included in cash and cash equivalents on the condensed consolidated balance sheets. (ii) Included in short-term investments on the condensed consolidated balance sheets. (iii) Included in warrant liabilities on the condensed 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: December 31, 2022 Change in fair value March 31, 2023 Change in fair value June 30, 2023 (In thousands) Private placement warrant liabilities $ 888 $ 869 $ 1,757 $ (269) $ 1,488 2022 Private Warrant 109 37 146 (6) 140 Contingent earnout liabilities 17,414 9,653 27,067 (1,843) 25,224 $ 18,411 $ 10,559 $ 28,970 $ (2,118) $ 26,852 December 31, 2021 Change in fair value March 31, 2022 Change in fair value June 30, 2022 (In thousands) Private placement warrant liabilities $ 7,387 $ 2,047 $ 9,434 $ (8,054) $ 1,380 Contingent earnout liabilities 111,487 31,232 142,719 (130,226) 12,493 $ 118,874 $ 33,279 $ 152,153 $ (138,280) $ 13,873 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Investments | The following table summarizes the Company’s available-for-sale (“AFS”) investments. These are classified as “Short-term investments” on the condensed consolidated balance sheets. June 30, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (In thousands) U.S. Treasury securities $ 10,534 $ — $ (176) $ 10,358 Corporate bonds 8,342 — (225) 8,117 Total available-for-sale investments $ 18,876 $ — $ (401) $ 18,475 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 |
Breakdown of Available-for-sale, Unrealized Loss Position, Fair Value | The following table presents the breakdown of the AFS investments in an unrealized loss position as of June 30, 2023 and December 31, 2022, respectively. June 30, 2023 December 31, 2022 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss (In thousands) U.S. Treasury securities Less than 12 months $ — $ — $ 16,702 $ (365) 12 months or longer 10,358 (176) 7,999 (58) Total $ 10,358 $ (176) $ 24,701 $ (423) Corporate bonds Less than 12 months $ — $ — $ 18,951 $ (387) 12 months or longer 8,117 (225) 1,478 (27) Total $ 8,117 $ (225) $ 20,429 $ (414) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: June 30, December 31, 2023 2022 (In thousands) Trade receivables $ 14,351 $ 9,639 Less: Allowances for credit losses (67) (454) Total $ 14,284 $ 9,185 |
Schedule of Inventories | Inventories consisted of the following: June 30, December 31, 2023 2022 (In thousands) Raw materials $ 66,929 $ 58,585 Work-in-progress 9,365 12,617 Finished goods 1,721 — Total $ 78,015 $ 71,202 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: June 30, December 31, 2023 2022 (In thousands) Prepaid insurance and other $ 1,924 $ 3,316 Vendor prepayments 936 2,217 Total $ 2,860 $ 5,533 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: June 30, December 31, 2023 2022 (In thousands) Computers and software $ 2,409 $ 2,222 Lab equipment and other equipment 7,866 7,379 Furniture and fixtures 246 181 Leasehold improvements 16,016 16,273 Construction in progress 21 — Total property, plant and equipment 26,558 26,055 Less accumulated depreciation and amortization (8,182) (6,243) Property, plant and equipment, net $ 18,376 $ 19,812 |
Schedule of Other Assets | Other assets consisted of the following: June 30, December 31, 2023 2022 (In thousands) Right of use assets $ 12,180 $ 13,545 Net investments in sales-type lease 6,288 6,554 Non-current prepaid expenses and other assets 4,533 3,211 Total Other assets $ 23,001 $ 23,310 |
Schedule Of Accrued And Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2023 2022 (In thousands) Accrued expenses $ 3,598 $ 8,602 Accrued salaries and benefits 3,402 4,830 Lease liability – current portion 2,369 2,445 Total Accrued expenses and other current liabilities $ 9,369 $ 15,877 |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following: June 30, December 31, 2023 2022 (In thousands) Lease liabilities – noncurrent portion $ 11,024 $ 12,206 Other noncurrent liabilities 396 428 Total other noncurrent liabilities $ 11,420 $ 12,634 |
Equipment on Lease, (Tables)
Equipment on Lease, (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Equipment on Lease, Total Payments | Lease payments from customers consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) (In thousands) Equipment on lease payments $ 35 $ 833 $ 610 $ 1,713 Equipment on lease variable payments — 101 — 146 Total lease payments $ 35 $ 934 $ 610 $ 1,859 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Assets and Liabilities | Total right-of-use (“ROU”) assets and lease liabilities are as follows: June 30, December 31, 2023 2022 (In thousands) Right-of-use assets: Net book value (Other assets) $ 12,180 $ 13,545 Operating lease liabilities: Current (Accrued expense and other current liabilities) $ 2,345 $ 2,410 Noncurrent (Other noncurrent liabilities) 11,024 12,201 13,369 14,611 Financing lease liabilities: Current (Accrued expense and other current liabilities) $ 24 $ 35 Noncurrent (Other noncurrent liabilities) — 5 $ 24 $ 40 Total lease liabilities $ 13,393 $ 14,651 |
Lease-Related Balances | Information about lease-related balances were as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands, except years and percentages) (In thousands, except years and percentages) Operating lease expense $ 746 $ 717 $ 1,510 1,434 Financing lease expense 9 9 18 18 Short-term lease expense 66 68 160 167 Total lease expense $ 821 $ 794 $ 1,688 1,619 Cash paid for leases $ 700 $ 683 $ 1,406 964 Weighted – average remaining lease term – operating leases (years) 3.6 4.4 3.6 4.4 Weighted – average discount rate – operating leases 8.7% 4.4% 8.7 % 4.4% |
Future Minimum Operating Lease Payments | Maturity of operating lease liabilities as of June 30, 2023 are as follows: (In thousands) Remainder of 2023 $ 1,380 2024 2,730 2025 2,266 2026 2,313 2027 2,400 Thereafter 11,270 Total operating lease payments $ 22,359 Less portion representing imputed interest (8,990) Total operating lease liabilities $ 13,369 Less current portion 2,345 Long-term portion $ 11,024 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: June 30, December 31, 2023 2022 (In thousands) Revolving credit line $ 17,000 $ 3,000 Equipment loan 5,489 5,356 Deferred financing costs (116) (159) Total $ 22,373 $ 8,197 Debt – current portion 2,973 2,775 Long-term debt – less current portion $ 19,400 $ 5,422 |
Future Minimum Aggregate Payments | The future minimum aggregate payments for the above borrowings are as follows as of June 30, 2023: (In thousands) 2023 $ 1,733 2024 19,156 2025 1,333 2026 267 $ 22,489 |
Equity Instruments (Tables)
Equity Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Shares of Common Stock Reserved for Issuance | Shares of common stock reserved for future issuance on an “as if converted” basis were as follows: June 30, December 31, 2023 2022 (share data) Common stock warrants 13,145,000 13,145,000 Shares available for future grant under 2021 Equity Incentive Plan 29,557,352 20,861,294 Reserved for At-the-Market offering 13,759,210 — Reserved for employee stock purchase plan 7,371,214 5,495,601 Total shares of common stock reserved 63,832,776 39,501,895 In February 2023, the Company entered into the ATM Sales Agreement with Needham, as agent, pursuant to which the Company may offer and sell, from time to time through Needham, up to $40.0 million shares of its common stock pursuant to the Shelf Registration Statement, and in connection therewith, the Company reserved 20,000,000 shares of common stock for issuance under the ATM Sales Agreement. In March 2023, pursuant to the evergreen provisions of the Company’s 2021 Equity Incentive Plan (the “2021 EIP”), the Company registered an additional 9,378,068 shares of common stock for issuance under the 2021 EIP and 1,875,613 shares of common stock for issuance under the 2021 ESPP. The shares available for future grant under the 2021 EIP are net of any un-exercised stock options (vested and unvested) and unvested restricted stock units (“RSUs”) outstanding that may convert to common stock in the future upon exercise or vesting as of June 30, 2023 and December 31, 2022. |
Schedule of Warrants for Shares of Stock | : December 31, 2022 and June 30, 2023 Issue Date Expiration Number of Exercise Fair Value on Issue Date per warrant Private placement warrants - Common Stock 12/02/2020 09/29/2026 4,450,000 $11.50 $2.00 2022 Private Warrant – Common Stock 07/25/2022 07/24/2034 70,000 $2.56 $2.43 Public warrants – Common Stock 12/02/2020 09/29/2026 8,625,000 $11.50 $3.30 13,145,000 |
Schedule Of Contingent Earnout Liabilities | The rollforward for the contingent earnout liabilities for the three months ended June 30, 2023 and 2022, was as follows: Fair Value on December 31, 2022 Gain on fair value of warrants Fair Value on March 31, 2023 Loss on fair value of warrants Fair Value on June 30, 2023 (In thousands) Contingent Earnout Liabilities $ 17,414 $ 9,653 $ 27,067 $ (1,843) $ 25,224 $ 17,414 $ 9,653 $ 27,067 $ (1,843) $ 25,224 Fair Value on December 31, 2021 Gain on fair value of warrants Fair Value on March 31, 2022 Loss on fair value of warrants Fair Value on June 30, 2022 (In thousands) Contingent Earnout Liabilities $ 111,487 $ 31,232 $ 142,719 $ (130,226) $ 12,493 $ 111,487 $ 31,232 $ 142,719 $ (130,226) $ 12,493 |
Liability of Warrants on Common Stock Carried at Fair Value | The liability for warrants on common stock carried at fair value was as follows: Fair Value on December 31, 2022 Gain on fair value of warrants Fair Value on March 31, 2023 Loss on fair value of warrants Fair Value on June 30, 2023 (In thousands) Private placement warrants – Common Stock $ 888 $ 869 $ 1,757 $ (269) $ 1,488 2022 Private Warrant – Common Stock 109 37 146 (6) 140 Public warrants – Common Stock 1,748 1,647 3,395 (553) 2,842 $ 2,745 $ 2,553 $ 5,298 $ (828) $ 4,470 Fair Value on December 31, 2021 Gain on fair value of warrants Fair Value on March 31, 2022 Loss on fair value of warrants Fair Value on June 30, 2022 (In thousands) Private placement warrants – Common Stock $ 7,387 $ 2,047 $ 9,434 $ (8,054) $ 1,380 2022 Private Warrant – Common Stock — — — — — Public warrants – Common Stock 14,318 3,967 18,285 (15,612) 2,673 $ 21,705 $ 6,014 $ 27,719 $ (23,666) $ 4,053 |
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 June 30, 2023 As of December 31, 2022 Current stock price $ 2.16 $ 1.79 Expected volatility 76.5 % 68.0 % Risk-free interest rate 4.4 % 4.1 % Dividend rate — % — % Expected Term (years) 3.25 3.75 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 June 30, 2023 As of December 31, 2022 Current stock price $ 2.16 $ 1.79 Expected volatility 103.0 % 86.9 % Risk-free interest rate 3.8 % 3.9 % Dividend rate — % — % Expected Term (years) 11.07 11.57 Assumptions used in the fair value of the contingent earnout liabilities are described below. As of June 30, 2023 As of December 31, 2022 Current stock price $2.16 $1.79 Expected volatility 103.0% 89.9% Risk-free interest rate 4.5% 4.1% Dividend yield —% —% Expected Term (years) 3.25 3.75 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plan Activity | Activity under the 2021 EIP is set forth below: Options Weighted-Average Exercise Price Weighted-Average Remaining (In thousands) (Per share data) (Years) Outstanding as of December 31, 2021 21,191 $ 0.58 8.2 Granted — $ — Exercised (1,547) $ 0.36 Forfeited or expired (107) $ 5.67 Outstanding as of June 30, 2022 19,537 $ 0.57 7.4 Options vested and expected to vest as of June 30, 2022 19,537 $ 0.57 Vested and exercisable as of June 30, 2022 10,345 $ 0.66 Outstanding as of December 31, 2022 16,960 $ 0.54 7.3 Granted — $ — Exercised (1,296) $ 0.29 Forfeited or expired (407) $ 0.62 Outstanding as of June 30, 2023 15,257 $ 0.56 6.7 Options vested and expected to vest as of June 30, 2023 15,257 $ 0.56 Vested and exercisable as of June 30, 2023 11,559 $ 0.64 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes outstanding and expected to vest RSUs as of June 30, 2023 and 2022 and their activity during the six months ended June 30, 2023 and 2022: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (In thousands) (Per share data) (In thousands) Balance as of December 21, 2021 4,041 $ 7.26 $ 31,563 Granted 1,489 4.87 7,334 Released (130) 7.21 789 Cancelled (44) 7.26 259 Balance as of June 30, 2022 5,356 $ 6.60 $ 7,391 Expected to vest as of June 30, 2022 5,356 $ 6.60 $ 7,391 Balance as of December 31, 2022 9,623 $ 4.47 $ 17,225 Granted 5,693 2.11 12,024 Released (1,640) 3.83 3,635 Cancelled (1,449) 4.27 3,531 Balance as of June 30, 2023 12,227 $ 3.48 $ 26,411 Expected to vest as of June 30, 2023 12,227 $ 3.48 $ 26,411 |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Restricted stock units $ 4,745 $ 2,550 $ 8,803 $ 4,990 Stock options 119 484 868 1,059 Earnout shares - employees 1,671 1,942 3,100 3,884 $ 6,535 $ 4,976 $ 12,771 $ 9,933 The following sets forth the total stock-based compensation expense for the stock options and RSUs included in the statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Research and development $ 3,056 $ 2,488 $ 5,989 $ 5,079 Selling and marketing 1,586 1,142 3,081 2,255 General and administrative 1,893 1,346 3,701 2,599 $ 6,535 $ 4,976 $ 12,771 $ 9,933 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 (as a percentage) Customer 1 <10 % — % 11.3 % — % <10 % — % Customer 2 23.4 % — % 11.3 % — % 13.4 % — % Customer 3 11.5 % 12.5 % 10.4 % <10 % — % <10 % Customer 4 — % 13.8 % <10 % <10 % <10 % <10 % Customer 5 12.1 % — % <10 % — % 14.5 % — % Customer 6 11.3 % — % <10 % — % — % <10 % Customer 7 <10 % 22.7 % <10 % 39.1 % <10 % <10 % |
Revenue by Geographic Area | The Company currently sells its products in the geographic regions as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Americas $ 20,923 $ 19,555 $ 43,213 $ 31,659 Europe 4,173 38 8,598 73 Other 38 51 137 130 Total $ 25,134 $ 19,644 $ 51,948 $ 31,862 |
Description of Business and B_2
Description of Business and Basis of Presentation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Accumulated deficit | $ 279,246 | $ 219,847 |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income (loss) | $ (23,201) | $ 127,950 | $ (59,399) | $ 62,608 |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 193,917,908 | 184,282,194 | 191,775,367 | 183,892,304 |
Effect of dilutive securities: | ||||
Diluted weighted average shares outstanding (in shares) | 193,917,908 | 202,326,053 | 191,775,367 | 203,026,468 |
Net income (loss) per share | ||||
Basic (in dollars per share) | $ (0.12) | $ 0.69 | $ (0.31) | $ 0.34 |
Diluted (in dollars per share) | $ (0.12) | $ 0.63 | $ (0.31) | $ 0.31 |
Stock options | ||||
Effect of dilutive securities: | ||||
Dilutive securities (in shares) | 0 | 18,043,859 | 0 | 19,130,274 |
Restricted Stock Units (RSUs) | ||||
Effect of dilutive securities: | ||||
Dilutive securities (in shares) | 0 | 0 | 0 | 3,890 |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) per Share - Potentially Dilutive Securities Excluded from Computation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 40,629,639 | 19,924,007 | 40,629,639 | 18,833,702 |
Eligible Velo3D Equityholders | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 21,265,936 | 21,758,148 | 21,265,936 | 21,758,148 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 13,145,000 | 13,075,000 | 13,145,000 | 13,075,000 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 12,227,171 | 5,355,860 | 12,227,171 | 5,351,970 |
Common stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common share equivalents (in shares) | 15,257,468 | 1,493,147 | 15,257,468 | 406,732 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Money market funds | $ 25,744 | $ 31,728 |
Fair Value | 18,475 | 48,214 |
Assets, Fair Value Disclosure | 44,219 | 79,942 |
Liabilities | ||
Contingent earnout liabilities | 25,224 | 17,414 |
Total financial liabilities | 29,694 | 20,159 |
U.S. Treasury securities | ||
Assets | ||
Fair Value | 10,358 | 24,701 |
Corporate bonds | ||
Assets | ||
Fair Value | 8,117 | 23,513 |
Public | ||
Liabilities | ||
Warrant liabilities | 2,842 | 1,748 |
Private Placement | ||
Liabilities | ||
Warrant liabilities | 1,488 | 888 |
2022 Private Warrant | ||
Liabilities | ||
Warrant liabilities | 140 | 109 |
Level 1 | ||
Assets | ||
Money market funds | 25,744 | 31,728 |
Assets, Fair Value Disclosure | 36,102 | 56,429 |
Liabilities | ||
Contingent earnout liabilities | 0 | 0 |
Total financial liabilities | 2,842 | 1,748 |
Level 1 | U.S. Treasury securities | ||
Assets | ||
Fair Value | 10,358 | 24,701 |
Level 1 | Corporate bonds | ||
Assets | ||
Fair Value | 0 | 0 |
Level 1 | Public | ||
Liabilities | ||
Warrant liabilities | 2,842 | 1,748 |
Level 1 | Private Placement | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Level 1 | 2022 Private Warrant | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Assets, Fair Value Disclosure | 8,117 | 23,513 |
Liabilities | ||
Contingent earnout liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 2 | U.S. Treasury securities | ||
Assets | ||
Fair Value | 0 | 0 |
Level 2 | Corporate bonds | ||
Assets | ||
Fair Value | 8,117 | 23,513 |
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 | 0 |
Level 3 | ||
Assets | ||
Money market funds | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities | ||
Contingent earnout liabilities | 25,224 | 17,414 |
Total financial liabilities | 26,852 | 18,411 |
Level 3 | U.S. Treasury securities | ||
Assets | ||
Fair Value | 0 | 0 |
Level 3 | Corporate bonds | ||
Assets | ||
Fair Value | 0 | 0 |
Level 3 | Public | ||
Liabilities | ||
Warrant liabilities | 0 | 0 |
Level 3 | Private Placement | ||
Liabilities | ||
Warrant liabilities | 1,488 | 888 |
Level 3 | 2022 Private Warrant | ||
Liabilities | ||
Warrant liabilities | $ 140 | $ 109 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value | $ 26,852 | $ 28,970 | $ 13,873 | $ 152,153 | $ 18,411 | $ 118,874 |
Change in fair value | (2,118) | 10,559 | (138,280) | 33,279 | ||
Warrant liabilities | Private placement warrant liabilities | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value | 1,488 | 1,757 | 1,380 | 9,434 | 888 | 7,387 |
Change in fair value | (269) | 869 | (8,054) | 2,047 | ||
Warrant liabilities | 2022 Private Warrant | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value | 140 | 146 | 109 | |||
Change in fair value | (6) | 37 | ||||
Contingent earnout liabilities | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value | 25,224 | 27,067 | 12,493 | 142,719 | $ 17,414 | $ 111,487 |
Change in fair value | $ (1,843) | $ 9,653 | $ (130,226) | $ 31,232 |
Investments - Summary of Availa
Investments - Summary of Available for Sale Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 18,876 | $ 49,051 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (401) | (837) |
Fair Value | 18,475 | 48,214 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 10,534 | 25,124 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (176) | (423) |
Fair Value | 10,358 | 24,701 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 8,342 | 23,927 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (225) | (414) |
Fair Value | $ 8,117 | $ 23,513 |
Investments - Breakdown of Inve
Investments - Breakdown of Investments in Unrealized Loss Position (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
U.S. Treasury securities | ||
Fair Value | ||
Less than 12 months | $ 0 | $ 16,702 |
Total | 10,358 | 24,701 |
Gross Unrealized Loss | ||
Less than 12 months | 0 | (365) |
Total | (176) | (423) |
Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer | 10,358 | 7,999 |
Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (176) | (58) |
Corporate bonds | ||
Fair Value | ||
Less than 12 months | 0 | 18,951 |
Total | 8,117 | 20,429 |
Gross Unrealized Loss | ||
Less than 12 months | 0 | (387) |
Total | (225) | (414) |
Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer | 8,117 | 1,478 |
Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | $ (225) | $ (27) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Debt securities, available-for-sale, realized gain (loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Investments - Contractual Matur
Investments - Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 18,475 | $ 48,214 |
Gross Unrealized Loss | (401) | (837) |
12 months or longer [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 4,673 | |
Gross Unrealized Loss | (144) | |
Less than 12 months [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 13,802 | |
Gross Unrealized Loss | (257) | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 8,117 | 23,513 |
Gross Unrealized Loss | (225) | (414) |
Corporate bonds | 12 months or longer [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 4,673 | |
Gross Unrealized Loss | (144) | |
Corporate bonds | Less than 12 months [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 3,444 | |
Gross Unrealized Loss | (81) | |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 10,358 | 24,701 |
Gross Unrealized Loss | (176) | $ (423) |
U.S. Treasury securities | 12 months or longer [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | |
Gross Unrealized Loss | 0 | |
U.S. Treasury securities | Less than 12 months [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 10,358 | |
Gross Unrealized Loss | $ (176) |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade receivables | $ 14,351 | $ 9,639 |
Less: Allowances for credit losses | (67) | (454) |
Total | $ 14,284 | $ 9,185 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 66,929 | $ 58,585 |
Work-in-progress | 9,365 | 12,617 |
Inventory, Finished Goods, Net of Reserves | 1,721 | 0 |
Inventories | $ 78,015 | $ 71,202 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance and other | $ 1,924 | $ 3,316 |
Vendor prepayments | 936 | 2,217 |
Total | $ 2,860 | $ 5,533 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 26,558 | $ 26,055 | |
Less accumulated depreciation and amortization | (8,182) | (6,243) | |
Property, plant and equipment, net | 18,376 | 19,812 | |
Depreciation | 1,200 | $ 700 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 2,409 | 2,222 | |
Lab equipment and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 7,866 | 7,379 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 246 | 181 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 16,016 | 16,273 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 21 | $ 0 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Right of use assets | $ 12,180 | $ 13,545 |
Net investments in sales-type lease | 6,288 | 6,554 |
Non-current prepaid expenses and other assets | 4,533 | 3,211 |
Other assets | $ 23,001 | $ 23,310 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 3,598 | $ 8,602 |
Accrued salaries and benefits | 3,402 | 4,830 |
Lease liability – current portion | 2,369 | 2,445 |
Total Accrued expenses and other current liabilities | $ 9,369 | $ 15,877 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lease liabilities – noncurrent portion | $ 11,024 | $ 12,206 |
Other noncurrent liabilities | 396 | 428 |
Total other noncurrent liabilities | $ 11,420 | $ 12,634 |
Equipment on Lease, Net - Narra
Equipment on Lease, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Equipment leased to customers, cost basis | $ 8.3 | $ 8.3 | $ 10.6 | ||
Equipment leased to customers, accumulated depreciation | 0.6 | 0.6 | $ 1.5 | ||
Deprecation expense | $ 0.3 | $ 0.5 | $ 0.6 | $ 0.9 |
Equipment on Lease, Net - Lease
Equipment on Lease, Net - Lease Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Equipment on lease payments | $ 35 | $ 833 | $ 610 | $ 1,713 |
Equipment on lease variable payments | 0 | 101 | 0 | 146 |
Payments to Acquire Equipment on Lease | $ 35 | $ 934 | $ 610 | $ 1,859 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
ROU assets impairment | $ 0 | $ 0 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right of use assets | $ 12,180 | $ 13,545 |
Current (Accrued expense and other current liabilities) | 2,345 | 2,410 |
Noncurrent (Other noncurrent liabilities) | 11,024 | 12,201 |
Total operating lease liabilities | 13,369 | 14,611 |
Current (Accrued expense and other current liabilities) | 24 | 35 |
Noncurrent (Other noncurrent liabilities) | 0 | 5 |
Total finance lease liabilities | 24 | 40 |
Total lease liabilities | $ 13,393 | $ 14,651 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 746 | $ 717 | $ 1,510 | $ 1,434 |
Financing lease expense | 9 | 9 | 18 | 18 |
Short-term lease expense | 66 | 68 | 160 | 167 |
Total lease expense | 821 | 794 | 1,688 | 1,619 |
Cash paid for leases | $ 700 | $ 683 | $ 1,406 | $ 964 |
Weighted – average remaining lease term – operating leases (years) | 3 years 7 months 6 days | 4 years 4 months 24 days | 3 years 7 months 6 days | 4 years 4 months 24 days |
Weighted – average discount rate – operating leases | 8.70% | 4.40% | 8.70% | 4.40% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Lease, Liability [Abstract] | ||
Remainder of 2023 | $ 1,380 | |
2024 | 2,730 | |
2025 | 2,266 | |
2026 | 2,313 | |
2027 | 2,400 | |
Thereafter | 11,270 | |
Total operating lease payments | 22,359 | |
Less portion representing imputed interest | (8,990) | |
Total operating lease liabilities | 13,369 | $ 14,611 |
Less current portion | 2,345 | 2,410 |
Long-term portion | $ 11,024 | $ 12,201 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ (116) | $ (159) |
Total | 22,373 | 8,197 |
Debt – current portion | 2,973 | 2,775 |
Long-term debt – less current portion | 19,400 | 5,422 |
Revolving credit line | ||
Debt Instrument [Line Items] | ||
Outstanding debt | 17,000 | 3,000 |
Equipment loan | ||
Debt Instrument [Line Items] | ||
Outstanding debt | $ 5,489 | $ 5,356 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 03, 2023 USD ($) | Jul. 25, 2022 | Jun. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 | Jun. 30, 2023 USD ($) | Jun. 30, 2022 | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Deferred financing costs, current | $ 100 | $ 100 | $ 100 | ||||||
August 2023 Payment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Repaid, Principal | 22,000 | ||||||||
Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding debt | 17,000 | 17,000 | 17,000 | $ 3,000 | |||||
Line of credit | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from credit facility | $ 5,000 | $ 4,000 | $ 5,000 | $ 9,000 | $ 14,000 | ||||
Variable rate (as a percent) | 5.50% | 5.50% | 5.50% | ||||||
Debt term | 22 months | 18 months | 20 months | ||||||
Outstanding debt | $ 13,000 | $ 13,000 | $ 13,000 | ||||||
Effective interest rate (as a percent) | 8% | 5.20% | 9.70% | 4.90% | |||||
Deferred financing costs | 100 | $ 100 | $ 100 | ||||||
Line of credit | Revolving Credit Facility | Less Than Or Equal To 1.50 | |||||||||
Debt Instrument [Line Items] | |||||||||
Adjusted quick ratio | 1.50 | ||||||||
Line of credit | Revolving Credit Facility | Debt Covenant Terms 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Adjusted quick ratio | 1 | ||||||||
Line of credit | Revolving Credit Facility | Prime | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 0.75% | ||||||||
Line of credit | Revolving Credit Facility | Prime | Less Than Or Equal To 1.50 | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 0.25% | ||||||||
Line of credit | Revolving Credit Facility | Prime | Greater Than 1.50 | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 0.75% | ||||||||
Line of credit | Revolving Credit Facility | Prime | Debt Covenant Terms 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 5% | ||||||||
Line of credit | Revolving Credit Facility | Prime | Debt Covenant Terms 4 | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 5.50% | ||||||||
Equipment loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding debt | 5,489 | $ 5,489 | $ 5,489 | $ 5,356 | |||||
Effective interest rate during period (as a percent) | 8% | 3.90% | 7.70% | 3.50% | |||||
Remaining borrowing capacity | $ 9,500 | $ 9,500 | $ 9,500 | ||||||
Principal repayments | $ 700 | $ 1,400 |
Long-Term Debt - Future Minimum
Long-Term Debt - Future Minimum Aggregate Payments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,733 |
2024 | 19,156 |
2025 | 1,333 |
2026 | 267 |
Total | $ 22,489 |
Equity Instruments - Narrative
Equity Instruments - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Sep. 29, 2021 shares | Jun. 30, 2023 USD ($) $ / shares $ / warrant shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares $ / warrant shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 shares | Dec. 02, 2020 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Change in fair value | $ | $ (828) | $ 2,553 | $ (23,666) | $ 6,014 | $ 1,725 | $ (17,651) | |||
Eligible Velo3D Equityholders | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Earnout period | 5 years | ||||||||
Eligible Velo3D Equityholders | JAWS Spitfire | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Number of shares that the holders may receive (in shares) | 10,879,074 | ||||||||
Eligible Velo3D Equityholders | Maximum | JAWS Spitfire | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Number of shares that the holders may receive (in shares) | 21,758,148 | ||||||||
Common stock warrants | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Number of Warrants (in shares) | 13,145,000 | 13,145,000 | 13,145,000 | ||||||
Exercise ratio | 1 | 1 | 1 | ||||||
Private placement warrant liabilities | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Number of Warrants (in shares) | 4,450,000 | 4,450,000 | |||||||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Public Warrants | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Number of Warrants (in shares) | 8,625,000 | 8,625,000 | |||||||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 3.30 | 3.30 | |||||||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Change in fair value | $ | $ (553) | (15,612) | 3,967 | $ 1,647 | |||||
2022 Private Warrant | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Number of Warrants (in shares) | 70,000 | 70,000 | |||||||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 2.43 | 2.43 | |||||||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 2.56 | $ 2.56 | |||||||
Change in fair value | $ | $ (6) | $ 0 | $ 0 | $ 37 | |||||
Number of shares called by warrants | 70,000 | 70,000 | |||||||
Common Stock Warrants | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Warrants term | 3 years 3 months | 3 years 3 months | 3 years 9 months | ||||||
Publicly-Traded Warrants | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Number of Warrants (in shares) | 8,625,000 | 8,625,000 |
Equity Instruments - Common Sto
Equity Instruments - Common Stock Reserved for Issuance (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 63,832,776 | 39,501,895 |
2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 9,378,068 | |
2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 1,875,613 | |
Common stock warrants | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 13,145,000 | 13,145,000 |
Shares available for future grant under 2021 Equity Incentive Plan | 2021 Stock Option Plan | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 29,557,352 | 20,861,294 |
Reserved for At-the-Market offering | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 13,759,210 | 0 |
Reserved for employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 7,371,214 | 5,495,601 |
Equity Instruments - Warrants f
Equity Instruments - Warrants for Shares of Stock (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 USD ($) $ / shares $ / warrant shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares $ / warrant shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Class of Warrant or Right [Line Items] | ||||||||
Warrant liabilities | $ 4,470 | $ 5,298 | $ 4,053 | $ 27,719 | $ 4,470 | $ 4,053 | $ 2,745 | $ 21,705 |
Change in fair value | $ (828) | 2,553 | (23,666) | 6,014 | $ 1,725 | (17,651) | ||
Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Warrants (in shares) | shares | 13,145,000 | 13,145,000 | 13,145,000 | |||||
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 dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 2 | 2 | ||||||
Warrant liabilities | $ 1,488 | 1,757 | 1,380 | 9,434 | $ 1,488 | 1,380 | $ 888 | 7,387 |
Change in fair value | $ (269) | (8,054) | 2,047 | $ 869 | ||||
2022 Private Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Warrants (in shares) | shares | 70,000 | 70,000 | ||||||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 2.56 | $ 2.56 | ||||||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 2.43 | 2.43 | ||||||
Warrant liabilities | $ 140 | 146 | 0 | 0 | $ 140 | 0 | 109 | 0 |
Change in fair value | $ (6) | 0 | 0 | $ 37 | ||||
Public Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Warrants (in shares) | shares | 8,625,000 | 8,625,000 | ||||||
Exercise Price per Warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Fair Value on Issue Date per warrant (in dollars per warrant) | $ / warrant | 3.30 | 3.30 | ||||||
Warrant liabilities | $ 2,842 | $ 3,395 | 2,673 | 18,285 | $ 2,842 | $ 2,673 | $ 1,748 | $ 14,318 |
Change in fair value | $ (553) | $ (15,612) | $ 3,967 | $ 1,647 |
Equity Instruments - Fair Value
Equity Instruments - Fair Value Assumptions (Details) | Jun. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
July 2020 Public Common Stock Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 11 years 25 days | 11 years 6 months 25 days |
July 2020 Public Common Stock Warrants | Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 2.16 | 1.79 |
July 2020 Public Common Stock Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 1.030 | 0.869 |
July 2020 Public Common Stock Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.038 | 0.039 |
July 2020 Public Common Stock Warrants | Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 | 0 |
Common Stock Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 3 years 3 months | 3 years 9 months |
Common Stock Warrants | Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 2.16 | 1.79 |
Common Stock Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.765 | 0.680 |
Common Stock Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.044 | 0.041 |
Common Stock Warrants | Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 | 0 |
Equity Instruments - Rollforwar
Equity Instruments - Rollforward of Contingent Earnout Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Contingent Earnout Liability [Roll Forward] | ||||
Business Combination, Contingent Consideration, Liability | $ 27,067 | $ 17,414 | $ 142,719 | $ 111,487 |
Business Combination, Contingent Consideration Arrangements, Gain (Loss) On Fair Value, Liability | (1,843) | 9,653 | (130,226) | 31,232 |
Business Combination, Contingent Consideration, Liability | $ 25,224 | $ 27,067 | $ 12,493 | $ 142,719 |
Equity Instruments - Contingent
Equity Instruments - Contingent Earnout Liabilities, Fair Value Assumptions (Details) | Jun. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected Term (years) | 3 years 3 months | 3 years 9 months |
Current stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 2.16 | 1.79 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 1.030 | 0.899 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0.045 | 0.041 |
Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business combination, measurement input | 0 | 0 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic value of options outstanding | $ 27.3 | $ 27.3 | $ 24.4 | ||
Aggregate intrinsic value of options exercised | 3.8 | $ 5 | |||
Grant date fair value of options vested | $ 0.4 | $ 1.1 | |||
Granted (in shares) | 0 | 0 | |||
Earnout period | 5 years | ||||
Number of shares of common stock reserved for issuance (in shares) | 63,832,776 | 63,832,776 | 39,501,895 | ||
Reserved for employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares of common stock reserved for issuance (in shares) | 7,371,214 | 7,371,214 | 5,495,601 | ||
2021 Stock Option Plan | Shares available for future grant under 2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares of common stock reserved for issuance (in shares) | 29,557,352 | 29,557,352 | 20,861,294 | ||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 37.3 | $ 37.3 | $ 31 | ||
Unrecognized compensation cost, period for recognition | 2 years 8 months 12 days | 3 years 3 months 18 days | |||
Unvested RSUs | 12,227,000 | 12,227,000 | 5,356,000 | 9,623,000 | 4,041,000 |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 0.6 | $ 0.6 | |||
Unvested options (in shares) | 3,700,000 | 3,700,000 | |||
Unrecognized compensation cost, period for recognition | 1 year 3 months 18 days |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 9 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options | ||||||
Outstanding as of beginning of period (in shares) | 15,257,000 | 19,537,000 | 16,960,000 | 21,191,000 | ||
Granted (in shares) | 0 | 0 | ||||
Exercised (in shares) | (1,296,000) | (1,547,000) | ||||
Forfeited or expired (in shares) | (407,000) | (107,000) | ||||
Outstanding as of end of period (in shares) | 15,257,000 | 19,537,000 | ||||
Options vested and expected to vest as of end of period (in shares) | 15,257,000 | 19,537,000 | ||||
Vested and exercisable as of end of period (in shares) | 11,559,000 | 10,345,000 | ||||
Weighted-Average Exercise Price | ||||||
Outstanding as of beginning of period (in dollars per share) | $ 0.54 | $ 0.58 | $ 0.58 | |||
Granted (in dollars per share) | 0 | 0 | ||||
Exercised (in dollars per share) | 0.29 | 0.36 | ||||
Forfeited or expired (in dollars per share) | 0.62 | 5.67 | ||||
Outstanding as of end of period (in dollars per share) | 0.56 | 0.57 | ||||
Options vested and expected to vest as of end of period (in dollars per share) | 0.56 | 0.57 | ||||
Vested and exercisable as of end of period (in dollars per share) | $ 0.64 | $ 0.66 | ||||
Weighted-Average Remaining Contractual Term in years | 6 years 8 months 12 days | 7 years 4 months 24 days | 7 years 3 months 18 days | 8 years 2 months 12 days | ||
Additional Disclosures | ||||||
Aggregate intrinsic value of options outstanding | $ 27.3 | $ 24.4 | ||||
Aggregate intrinsic value of options exercised | 3.8 | $ 5 | ||||
Grant date fair value of options vested | $ 0.4 | $ 1.1 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - RSUs Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||||
Balance as of beginning of period (in shares) | 9,623 | 4,041 | ||
Granted (in shares) | 5,693 | 1,489 | ||
Released (in shares) | (1,640) | (130) | ||
Cancelled (in shares) | (1,449) | (44) | ||
Balance as of end of period (in shares) | 12,227 | 5,356 | ||
Expected to vest (in shares) | 12,227 | 5,356 | ||
Weighted-Average Grant Date Fair Value | ||||
Balance as of beginning of period (in dollars per share) | $ 3.48 | $ 6.60 | $ 4.47 | $ 7.26 |
Granted (in dollars per share) | 2.11 | 4.87 | ||
Released (in dollars per share) | 3.83 | 7.21 | ||
Cancelled (in dollars per share) | 4.27 | 7.26 | ||
Balance as of end of period (in dollars per share) | 3.48 | 6.60 | ||
Expected to vest (in dollars per share) | $ 3.48 | $ 6.60 | ||
Aggregate Intrinsic Value | ||||
Balance as of beginning of period | $ 17,225 | $ 31,563 | ||
Granted | 12,024 | 7,334 | ||
Released | 3,635 | 789 | ||
Cancelled | 3,531 | 259 | ||
Balance as of end of period | 26,411 | 7,391 | ||
Expected to vest | $ 26,411 | $ 7,391 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 6,535 | $ 4,976 | $ 12,771 | $ 9,933 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 3,056 | 2,488 | 5,989 | 5,079 |
Selling and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,586 | 1,142 | 3,081 | 2,255 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,893 | 1,346 | 3,701 | 2,599 |
Restricted stock units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 4,745 | 2,550 | 8,803 | 4,990 |
Stock options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 119 | 484 | 868 | 1,059 |
Earnout shares - employees | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,671 | $ 1,942 | $ 3,100 | $ 3,884 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 39.5 |
Employee Defined-Contribution_2
Employee Defined-Contribution Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Percentage of contributions that fully vest | 100% | |||
Employer contribution, percentage of employee's eligible compensation | 3% | |||
Contributions | $ 0.3 | $ 0.3 | $ 0.7 | $ 0.6 |
Revenue - Concentration of Cred
Revenue - Concentration of Credit Risk and Other Risks and Uncertainties (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total Revenue | Customer 1 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.30% | |||
Total Revenue | Customer 2 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 23.40% | 11.30% | ||
Total Revenue | Customer 3 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.50% | 12.50% | 10.40% | |
Total Revenue | Customer 4 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.80% | |||
Total Revenue | Customer 5 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12.10% | |||
Total Revenue | Customer 6 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.30% | |||
Total Revenue | Customer 7 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 22.70% | 39.10% | ||
Accounts Receivable, Net | Customer 2 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.40% | |||
Accounts Receivable, Net | Customer 5 | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.50% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 25,134 | $ 19,644 | $ 51,948 | $ 31,862 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 20,923 | 19,555 | 43,213 | 31,659 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,173 | $ 38 | $ 8,598 | $ 73 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized included in contract liabilities | $ 900 | $ 800 | $ 1,800 | $ 1,600 |
Sales with Variable Considerations | $ 0 | $ 100 | $ 0 | $ 100 |
Investments, Debt and Equity Se
Investments, Debt and Equity Securities (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||
At-the-Market offering, Value of Shares Sold | $ 5,100,000 | $ 15,600,000 |
At-the-Market offering, Net Issuance Costs | 400,000 | 1,000,000 |
At-the-Market offering, Company may offer to sell | 40,000,000 | 40,000,000 |
At-the-Market offering, fixed commission rate | $ 0.030 | $ 0.030 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Aug. 14, 2023 USD ($) leased_asset $ / shares shares | Aug. 10, 2023 USD ($) |
Subsequent Event [Line Items] | ||
Debt Instrument, Convertible, Conversion Ratio | 1,000 | |
Senior Secured Convertible Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Repaid, Principal | $ 22,000,000 | |
Proceeds from (Repayments of) Debt | $ 66,000,000 | |
Conversion price (in usd per share) | $ / shares | $ 2.10 | |
Conversion of debt, shares issued (in shares) | shares | 475.1722 | |
Securities Purchase Agreement, Issue and Sell in Offering, Aggregate Principal Amount of Notes | $ 105,000,000 | |
Securities Purchase Agreement, Aggregate Principal Amount of Notes | $ 70,000,000 | |
Securities Purchase Agreement, Right to purchase | 35,000,000 | |
Securities Purchase Agreement, Repayment Price | $ 10,062,500 | |
Securities Purchase Agreement, Note Interest Rate | 6% | |
Securities Purchase Agreement, Principal Amount Repaid | 115% | |
Debt Conversion, Converted Instrument, Conversion Price Adjust | 110% | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 175% | |
Debt Instrument, Convertible, Threshold Trading Days | leased_asset | 20 | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | leased_asset | 30 | |
Minimum liquidity required | $ 30,000,000 | |
Securities Purchase Agreement, Aggregate Principal Amount of Notes, Partial Redemption | $ 8,750,000 |