Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Electriq Power Holdings, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001827871 |
Amendment Flag | false |
S-4 Condensed Consolidated Bala
S-4 Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 4,376,594 | $ 5,480,960 | $ 12,730,198 |
Total current assets | 21,664,970 | 24,881,020 | 26,215,355 |
Total assets | 27,026,799 | 29,654,557 | 26,748,290 |
Current liabilities: | |||
Accounts payable | 2,023,031 | 1,377,123 | 1,049,180 |
Accrued expenses | 5,575,104 | 6,173,336 | 2,812,953 |
Total current liabilities | 47,526,321 | 84,642,167 | 49,635,992 |
Total liabilities | 65,845,706 | 92,145,205 | 49,908,598 |
Commitments and contingencies (Note 7) | |||
Preferred stock | 34,792,203 | 34,792,203 | 24,166,212 |
Stockholders' Deficit: | |||
Additional paid-in capital | 24,834,780 | 7,686,612 | 5,296,155 |
Accumulated deficit | (98,504,784) | (104,993,411) | (52,644,152) |
Total stockholders’ deficit | (73,611,110) | (97,282,851) | (47,326,520) |
Total liabilities, mezzanine equity and stockholders’ deficit | 27,026,799 | 29,654,557 | 26,748,290 |
TLG Acquisition One Corp | |||
Current assets: | |||
Cash | 105,457 | 19,750 | 48,491 |
Prepaid expenses | 112,099 | 108,156 | 105,654 |
Total current assets | 217,556 | 127,906 | 154,145 |
Cash and investments held in Trust Account | 85,098,433 | 80,945,242 | 400,023,684 |
Total assets | 85,315,989 | 81,073,148 | 400,177,829 |
Current liabilities: | |||
Accounts payable | 246,388 | 276,917 | 48,917 |
Accrued expenses | 6,326,892 | 4,472,261 | 2,428,864 |
Working Capital Loan - related party | 5,408,857 | 2,330,370 | 920,000 |
Income tax payable | 1,556,523 | 1,055,680 | 0 |
Franchise tax payable | 20,050 | 50 | 121,425 |
Total current liabilities | 13,558,710 | 8,135,278 | 3,519,206 |
Derivative warrant liabilities | 800,000 | 800,000 | 10,600,000 |
Deferred underwriting commissions | 0 | 14,000,000 | 14,000,000 |
Total liabilities | 14,358,710 | 22,935,278 | 28,119,206 |
Commitments and contingencies (Note 7) | |||
Preferred stock | 83,461,641 | 79,739,786 | 400,000,000 |
Stockholders' Deficit: | |||
Preferred stock | 0 | 0 | 0 |
Additional paid-in capital | 0 | 0 | 0 |
Accumulated deficit | (12,504,862) | (21,602,916) | (27,942,377) |
Total stockholders’ deficit | (12,504,362) | (21,601,916) | (27,941,377) |
Total liabilities, mezzanine equity and stockholders’ deficit | 85,315,989 | 81,073,148 | 400,177,829 |
Common Class A | TLG Acquisition One Corp | |||
Current liabilities: | |||
Preferred stock | 83,461,641 | 79,739,786 | 400,000,000 |
Stockholders' Deficit: | |||
Common stock value | 0 | 0 | 0 |
Common Class F | TLG Acquisition One Corp | |||
Stockholders' Deficit: | |||
Common stock value | $ 500 | $ 1,000 | $ 1,000 |
S-4 Condensed Consolidated Ba_2
S-4 Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, issued (in shares) | 591,760,547 | 242,302,003 | 217,588,804 |
Common stock, outstanding (in shares) | 591,760,547 | 242,302,003 | 217,588,804 |
TLG Acquisition One Corp | |||
Temporary equity, par or stated value per share (USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Mezzanine equity, shares outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 |
Initial conversion price (USD per share) | $ 10.50 | $ 10.03 | $ 10 |
Preferred stock par or stated value per share (USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 | 0 |
Common Class A | TLG Acquisition One Corp | |||
Mezzanine equity, shares outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 7,948,405 | 7,948,405 | 0 |
Common stock, outstanding (in shares) | 7,948,405 | 7,948,405 | 0 |
Common Class F | TLG Acquisition One Corp | |||
Mezzanine equity, shares outstanding (in shares) | 1,250,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, issued (in shares) | 5,000,000 | 10,000,000 | 10,000,000 |
Common stock, outstanding (in shares) | 5,000,000 | 10,000,000 | 10,000,000 |
Non Redeemable Common Stock | TLG Acquisition One Corp | |||
Mezzanine equity, shares outstanding (in shares) | 7,948,405 | 40,000,000 | 40,000,000 |
Common stock, issued (in shares) | 0 | 0 | |
Common stock, outstanding (in shares) | 0 | 0 |
S-4 Unaudited Condensed Consoli
S-4 Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative | $ 4,709,435 | $ 2,519,918 | $ 9,428,570 | $ 4,349,421 | $ 11,828,573 | $ 9,329,258 |
Loss from operations | 7,122,153 | 4,007,182 | 14,661,489 | 7,035,540 | 18,541,074 | 13,505,287 |
Gain on forgiveness of deferred underwriting fee payable | 1,113,200 | 0 | 1,113,200 | 0 | ||
Income (loss) before income taxes | 16,521,543 | (26,363,552) | 6,488,627 | (34,300,623) | (52,349,259) | (35,753,239) |
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 |
Net income (loss) | $ 16,521,543 | $ (26,363,552) | $ 6,488,627 | $ (34,300,623) | $ (52,349,259) | $ (35,753,239) |
Weighted average number of common shares outstanding - basic (in shares) | 292,800,860 | 202,011,699 | 257,334,845 | 200,700,960 | 207,458,865 | 93,014,690 |
Weighted average number of common shares outstanding - diluted (in shares) | 3,156,751,903 | 202,011,699 | 3,148,785,358 | 200,700,960 | 207,458,865 | 93,014,690 |
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ 0.05 | $ (0.13) | $ 0.02 | $ (0.18) | $ (0.26) | $ (0.40) |
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ 0.01 | $ (0.13) | $ 0 | $ (0.18) | $ (0.26) | $ (0.40) |
TLG Acquisition One Corp | ||||||
General and administrative | $ 1,666,324 | $ 84,749 | $ 3,051,026 | $ 158,982 | $ 4,353,919 | $ 4,332,947 |
General and administrative expenses—related party | 21,000 | 21,000 | 42,000 | 41,500 | 83,500 | 78,000 |
Franchise tax expenses | 50,000 | 50,000 | 100,000 | 138,844 | 238,894 | 209,995 |
Loss from operations | 1,737,324 | 155,749 | 3,193,026 | 339,326 | 4,676,313 | 4,620,942 |
Gain on forgiveness of deferred underwriting fee payable | 1,113,200 | 0 | ||||
Offering costs associated with derivative warrant liabilities | 0 | (1,413,340) | ||||
Change in fair value of working capital loan - related party | 428,594 | 0 | 886,513 | 0 | 689,630 | 0 |
Change in fair value of derivative warrant liabilities | 600,000 | 2,400,000 | 0 | 9,000,000 | 9,800,000 | 23,933,330 |
Income from cash and investments held in Trust Account | 759,391 | 568,143 | 1,371,765 | 600,790 | 5,683,750 | 23,684 |
Income (loss) before income taxes | 1,163,861 | 2,812,394 | 178,452 | 9,261,464 | 11,497,067 | 17,922,732 |
Income tax expense | (382,744) | (57,686) | (500,843) | (57,686) | (1,055,679) | 0 |
Net income (loss) | $ 781,117 | $ 2,754,708 | $ (322,391) | $ 9,203,778 | $ 10,441,388 | $ 17,922,732 |
Common Class A | TLG Acquisition One Corp | ||||||
Weighted average number of common shares outstanding - basic (in shares) | 7,948,405 | 40,000,000 | 7,948,405 | 40,000,000 | 39,824,375 | 36,602,740 |
Weighted average number of common shares outstanding - diluted (in shares) | 7,948,405 | 40,000,000 | 7,948,405 | 40,000,000 | 39,824,375 | 36,602,740 |
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
Common Class F | TLG Acquisition One Corp | ||||||
Weighted average number of common shares outstanding - basic (in shares) | 5,000,000 | 10,000,000 | 5,801,105 | 10,000,000 | 10,000,000 | 9,893,836 |
Weighted average number of common shares outstanding - diluted (in shares) | 5,000,000 | 10,000,000 | 5,801,105 | 10,000,000 | 10,000,000 | 9,893,836 |
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
S-4 Unaudited Condensed Conso_2
S-4 Unaudited Condensed Consolidated Statements Of Changes In Stockholders' Deficit - USD ($) | Total | TLG Acquisition One Corp | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital TLG Acquisition One Corp | Accumulated Deficit | Accumulated Deficit TLG Acquisition One Corp | Common Class A Common Stock TLG Acquisition One Corp | Common Class F Common Stock TLG Acquisition One Corp |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 10,000,000 | |||||||
Beginning balance at Dec. 31, 2020 | $ (16,577,734) | $ 21,671 | $ 7,794 | $ 305,667 | $ 24,000 | $ (16,890,913) | $ (3,329) | $ 0 | $ 1,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Increase in redemption value of Class A common stock subject to possible redemption | (45,885,780) | (24,000) | (45,861,780) | ||||||
Net (loss) income | (35,753,239) | 17,922,732 | (35,753,239) | 17,922,732 | |||||
Ending balance at Dec. 31, 2021 | (47,326,520) | (27,941,377) | 21,759 | 5,296,155 | 0 | (52,644,152) | (27,942,377) | $ 0 | $ 1,000 |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (7,937,071) | 6,449,070 | (7,937,071) | 6,449,070 | |||||
Ending balance at Mar. 31, 2022 | (55,123,237) | (21,492,307) | 22,485 | 5,435,783 | 0 | (60,581,223) | (21,493,307) | $ 0 | $ 1,000 |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||||||
Beginning balance at Dec. 31, 2021 | (47,326,520) | (27,941,377) | 21,759 | 5,296,155 | 0 | (52,644,152) | (27,942,377) | $ 0 | $ 1,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (34,300,623) | 9,203,778 | |||||||
Ending balance at Jun. 30, 2022 | (81,134,834) | (18,854,609) | 22,985 | 5,787,238 | 0 | (86,944,775) | (18,855,609) | $ 0 | $ 1,000 |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 10,000,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||||||
Beginning balance at Dec. 31, 2021 | (47,326,520) | (27,941,377) | 21,759 | 5,296,155 | 0 | (52,644,152) | (27,942,377) | $ 0 | $ 1,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Increase in redemption value of Class A common stock subject to possible redemption | (4,101,927) | (4,101,927) | |||||||
Net (loss) income | (52,349,259) | 10,441,388 | (52,349,259) | 10,441,388 | |||||
Ending balance at Dec. 31, 2022 | (97,282,851) | (21,601,916) | 24,230 | 7,686,612 | 0 | (104,993,411) | (21,602,916) | $ 0 | $ 1,000 |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 10,000,000 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | |||||||
Beginning balance at Mar. 31, 2022 | (55,123,237) | (21,492,307) | 22,485 | 5,435,783 | 0 | (60,581,223) | (21,493,307) | $ 0 | $ 1,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Increase in redemption value of Class A common stock subject to possible redemption | (117,010) | (117,010) | |||||||
Net (loss) income | (26,363,552) | 2,754,708 | (26,363,552) | 2,754,708 | |||||
Ending balance at Jun. 30, 2022 | (81,134,834) | (18,854,609) | 22,985 | 5,787,238 | 0 | (86,944,775) | (18,855,609) | $ 0 | $ 1,000 |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 10,000,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 10,000,000 | |||||||
Beginning balance at Dec. 31, 2022 | (97,282,851) | (21,601,916) | 24,230 | 7,686,612 | 0 | (104,993,411) | (21,602,916) | $ 0 | $ 1,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Increase in redemption value of Class A common stock subject to possible redemption | (1,874,987) | $ (500) | (1,874,487) | ||||||
Forfeiture of Class F shares ( in shares) | $ (5,000,000) | ||||||||
Forfeiture of Class F shares | 500 | (500) | |||||||
Net (loss) income | (10,032,916) | (1,103,508) | (10,032,916) | (1,103,508) | |||||
Ending balance at Mar. 31, 2023 | (105,773,611) | (24,580,411) | 24,392 | 9,228,606 | $ 0 | (115,026,327) | (24,580,911) | $ 0 | $ 500 |
Ending balance (in shares) at Mar. 31, 2023 | 0 | 5,000,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 10,000,000 | |||||||
Beginning balance at Dec. 31, 2022 | (97,282,851) | (21,601,916) | 24,230 | 7,686,612 | 0 | (104,993,411) | (21,602,916) | $ 0 | $ 1,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 6,488,627 | (322,391) | |||||||
Ending balance at Jun. 30, 2023 | (73,611,110) | (12,504,362) | 59,176 | 24,834,780 | 0 | (98,504,784) | (12,504,862) | $ 0 | $ 500 |
Ending balance (in shares) at Jun. 30, 2023 | 0 | 5,000,000 | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | 0 | 5,000,000 | |||||||
Beginning balance at Mar. 31, 2023 | (105,773,611) | (24,580,411) | 24,392 | 9,228,606 | 0 | (115,026,327) | (24,580,911) | $ 0 | $ 500 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Increase in redemption value of Class A common stock subject to possible redemption | 11,294,932 | 11,294,932 | |||||||
Net (loss) income | 16,521,543 | 781,117 | 16,521,543 | 781,117 | |||||
Ending balance at Jun. 30, 2023 | $ (73,611,110) | $ (12,504,362) | $ 59,176 | $ 24,834,780 | $ 0 | $ (98,504,784) | $ (12,504,862) | $ 0 | $ 500 |
Ending balance (in shares) at Jun. 30, 2023 | 0 | 5,000,000 |
S-4 Unaudited Condensed Conso_3
S-4 Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 6,488,627 | $ (34,300,623) | $ (52,349,259) | $ (35,753,239) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Gain on forgiveness of deferred underwriting fee payable | (1,113,200) | 0 | ||
Changes in assets and liabilities: | ||||
Accounts payable | 645,908 | 315,653 | 327,943 | 1,049,180 |
Net cash used in operating activities | (14,165,552) | (11,410,202) | (21,255,482) | (19,490,304) |
Cash flows from investing activities: | ||||
Net cash used in investing activities | (173,732) | (600,676) | (1,109,179) | (513,752) |
Cash flows from financing activities: | ||||
Net cash provided by financing activities | 13,234,918 | 11,104,259 | 15,115,423 | 32,324,260 |
Cash, beginning of period | 5,480,960 | 12,730,198 | 12,730,198 | 409,994 |
Cash, end of period | 4,376,594 | 11,823,579 | 5,480,960 | 12,730,198 |
Supplemental disclosure of noncash activities: | ||||
Forgiveness of deferred underwriting fee payable allocated to Class A common stock | 13,141,800 | 0 | ||
TLG Acquisition One Corp | ||||
Cash flows from operating activities: | ||||
Net income (loss) | (322,391) | 9,203,778 | 10,441,388 | 17,922,732 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
General and administrative expenses paid by related party under note payable | 0 | 1,530 | ||
Offering costs associated with derivative warrant liabilities | 0 | 1,413,340 | ||
Unrealized fair value adjustments | 0 | (9,000,000) | (9,800,000) | (23,933,330) |
Gain on forgiveness of deferred underwriting fee payable | (1,113,200) | 0 | ||
Change in fair value of working capital loan - related party | (886,513) | 0 | (689,630) | 0 |
Income from investments held in Trust Account | (1,371,765) | (600,790) | (5,683,750) | (23,684) |
Changes in assets and liabilities: | ||||
Prepaid expenses | (3,943) | (604,006) | (2,502) | (105,654) |
Accounts payable | (30,529) | (44,404) | 228,000 | 48,917 |
Accrued expenses | 2,109,631 | (810,222) | 2,043,398 | 2,343,864 |
Income tax payable | 500,843 | 57,686 | 1,055,680 | 0 |
Franchise tax payable | 20,000 | (101,425) | (121,375) | 120,488 |
Net cash used in operating activities | (1,097,867) | (1,899,383) | (2,528,791) | (2,211,797) |
Cash flows from investing activities: | ||||
Investment income released from Trust Account to pay for taxes | 80,000 | 0 | 400,050 | 0 |
Cash withdrawn from Trust Account for redemptions | 324,362,141 | 0 | ||
Cash deposited in Trust Account | (2,861,426) | 0 | 0 | (400,000,000) |
Net cash used in investing activities | (2,781,426) | 0 | 324,762,191 | (400,000,000) |
Cash flows from financing activities: | ||||
Repayment of note payable to related party | 0 | (192,312) | ||
Gross proceeds from Initial Public Offering | 0 | 400,000,000 | ||
Proceeds received from private placement | 0 | 10,000,000 | ||
Redemption of Class A common stock | (324,362,141) | 0 | ||
Proceeds received from Working Capital Loan—related party | 3,965,000 | 1,900,000 | 2,100,000 | 920,000 |
Offering costs paid | 0 | (8,467,900) | ||
Net cash provided by financing activities | 3,965,000 | 1,900,000 | (322,262,141) | 402,259,788 |
Net decrease in cash | 85,707 | 617 | (28,741) | 47,991 |
Cash, beginning of period | 19,750 | 48,491 | 48,491 | 500 |
Cash, end of period | $ 105,457 | $ 49,108 | 19,750 | 48,491 |
Supplemental disclosure of noncash activities: | ||||
Deferred offering costs included in accrued expenses | 0 | 85,000 | ||
Deferred offering costs paid by related party under promissory note | 0 | 51,890 | ||
Accounts payable paid through promissory note | 0 | 750 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 0 | $ 1,400,000 |
10-Q CONDENSED CONSOLIDATED BAL
10-Q CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||||||
Cash | $ 4,376,594 | $ 5,480,960 | $ 12,730,198 | ||||
Accounts receivable, less allowance for doubtful accounts of $11,642 and $30,429 as of June 30, 2023 and December 31, 2022, respectively | 129,580 | 317,423 | 917,617 | ||||
Inventory | 14,418,990 | 13,532,475 | 8,360,591 | ||||
Inventory deposits | 2,466,837 | 5,182,045 | 3,824,440 | ||||
Prepaid expenses and other current assets | 272,969 | 368,117 | 382,509 | ||||
Total current assets | 21,664,970 | 24,881,020 | 26,215,355 | ||||
Property and equipment, net | 1,512,202 | 1,422,293 | 499,462 | ||||
Right of use assets | 3,718,370 | 3,241,705 | 0 | ||||
Deposits | 131,257 | 109,539 | 33,473 | ||||
Total assets | 27,026,799 | 29,654,557 | 26,748,290 | ||||
Current liabilities: | |||||||
Current portion of loan payable | 0 | 11,377,297 | 1,856,175 | ||||
SAFE notes | 35,110,000 | 51,600,000 | 30,998,000 | ||||
Accounts payable | 2,023,031 | 1,377,123 | 1,049,180 | ||||
Warrants liability | 4,818,186 | 14,114,411 | 12,919,684 | ||||
Accrued expenses | 5,575,104 | 6,173,336 | 2,812,953 | ||||
Total current liabilities | 47,526,321 | 84,642,167 | 49,635,992 | ||||
Convertible note payable | 8,500,000 | 5,000,000 | 0 | ||||
Cumulative mandatorily redeemable Series B preferred stock liability | 6,913,306 | 0 | |||||
Other long-term liabilities | 2,906,079 | 2,503,038 | 95,309 | ||||
Total liabilities | 65,845,706 | 92,145,205 | 49,908,598 | ||||
Commitments and contingencies (Note 7) | |||||||
Mezzanine equity: | |||||||
Preferred stock | 34,792,203 | 34,792,203 | $ 34,792,203 | $ 24,166,212 | 24,166,212 | $ 11,606,147 | |
Stockholders’ deficit: | |||||||
Common stock | 59,176 | 24,230 | 21,759 | ||||
Additional paid-in capital | 24,834,780 | 7,686,612 | 5,296,155 | ||||
Accumulated deficit | (98,504,784) | (104,993,411) | (52,644,152) | ||||
Accumulated other comprehensive loss | (282) | (282) | (282) | ||||
Total stockholders’ deficit | (73,611,110) | $ (105,773,611) | (97,282,851) | $ (81,134,834) | $ (55,123,237) | (47,326,520) | $ (16,577,734) |
Total liabilities, mezzanine equity and stockholders’ deficit | $ 27,026,799 | $ 29,654,557 | $ 26,748,290 |
10-Q CONDENSED CONSOLIDATED B_2
10-Q CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Allowance for doubtful accounts | $ 11,642 | $ 30,429 | $ 206,124 |
Preferred stock redemption amount | $ 24,931,819 | $ 23,998,870 | $ 21,307,890 |
Stockholders’ deficit: | |||
Common stock, issued (in shares) | 591,760,547 | 242,302,003 | 217,588,804 |
Common stock, outstanding (in shares) | 591,760,547 | 242,302,003 | 217,588,804 |
10-Q CONDENSED CONSOLIDATED STA
10-Q CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||||
Product net revenue | $ 43,769 | $ 4,549,342 | $ 184,945 | $ 9,346,335 | $ 15,975,783 | $ 3,404,113 | ||
Cost of goods sold | 394,243 | 4,155,538 | 1,067,752 | 8,336,375 | 15,601,304 | 3,029,823 | ||
Gross (loss) profit | (350,474) | 393,804 | (882,807) | 1,009,960 | 374,479 | 374,290 | ||
Operating expenses: | ||||||||
Research and development | 1,067,446 | 882,460 | 2,136,310 | 1,815,293 | 3,303,480 | 2,596,454 | ||
Sales and marketing | 994,798 | 998,608 | 2,213,802 | 1,880,786 | 3,783,500 | 1,953,865 | ||
General and administrative | 4,709,435 | 2,519,918 | 9,428,570 | 4,349,421 | 11,828,573 | 9,329,258 | ||
Total operating expenses | 6,771,679 | 4,400,986 | 13,778,682 | 8,045,500 | 18,915,553 | 13,879,577 | ||
Loss from operations | (7,122,153) | (4,007,182) | (14,661,489) | (7,035,540) | (18,541,074) | (13,505,287) | ||
Other expense (income): | ||||||||
Interest expense | 985,311 | 258,439 | 2,001,081 | 305,219 | 2,072,576 | 465,743 | ||
Changes in fair value included in operations | (27,260,256) | 22,097,809 | (25,786,225) | 26,958,428 | 31,729,718 | 21,943,239 | ||
Other expense, net | 2,631,249 | 122 | 2,635,028 | 1,436 | 5,891 | (161,030) | ||
Income (loss) before income taxes | 16,521,543 | (26,363,552) | 6,488,627 | (34,300,623) | (52,349,259) | (35,753,239) | ||
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 | ||
Net income (loss) | 16,521,543 | $ (10,032,916) | (26,363,552) | $ (7,937,071) | 6,488,627 | (34,300,623) | (52,349,259) | (35,753,239) |
Cumulative preferred stock dividends | 473,499 | 423,507 | 932,949 | 831,439 | 1,744,075 | 1,374,684 | ||
Net income (loss) attributable to common stockholders | $ 16,048,044 | $ (26,787,059) | $ 5,555,678 | $ (35,132,062) | $ (54,093,334) | $ (37,127,923) | ||
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ 0.05 | $ (0.13) | $ 0.02 | $ (0.18) | $ (0.26) | $ (0.40) | ||
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ 0.01 | $ (0.13) | $ 0 | $ (0.18) | $ (0.26) | $ (0.40) | ||
Weighted average number of common shares outstanding - basic (in shares) | 292,800,860 | 202,011,699 | 257,334,845 | 200,700,960 | 207,458,865 | 93,014,690 | ||
Weighted average number of common shares outstanding - diluted (in shares) | 3,156,751,903 | 202,011,699 | 3,148,785,358 | 200,700,960 | 207,458,865 | 93,014,690 |
10-Q CONDENSED CONSOLIDATED S_2
10-Q CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE AND STOCKHOLDERS' DEFICIT - USD ($) | Total | Seed Preferred | Seed-1 Preferred | Seed-2 Preferred | Seed Preferred Stock Seed Preferred | Seed Preferred Stock Seed-1 Preferred | Seed Preferred Stock Seed-2 Preferred | Common | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Additional Paid-in Capital |
Beginning balance (in shares) at Dec. 31, 2020 | 983,734,155 | 0 | 0 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 11,606,147 | $ 983,734 | $ 0 | $ 0 | $ 10,622,413 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Shares issued in connection with warrant exercises (in shares) | 307,625,953 | 210,977,985 | ||||||||||
Shares issued in connection with warrant exercises | 9,309,775 | $ 307,626 | 9,002,149 | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,291,360,108 | 210,977,985 | 597,604,267 | 1,291,360,108 | 210,977,985 | 597,604,267 | ||||||
Ending balance at Dec. 31, 2021 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 77,943,679 | |||||||||||
Beginning balance at Dec. 31, 2020 | (16,577,734) | $ 7,794 | $ 305,667 | $ (16,890,913) | $ (282) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issued for common stock (in shares) | 140,067,000 | |||||||||||
Shares issued for common stock | 575,633 | $ 14,007 | 561,626 | |||||||||
Stock-based compensation | 4,430,508 | 4,430,508 | ||||||||||
Net income (loss) | $ (35,753,239) | (35,753,239) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 217,588,804 | 217,588,804 | ||||||||||
Ending balance at Dec. 31, 2021 | $ (47,326,520) | $ 21,759 | 5,296,155 | (52,644,152) | (282) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 1,291,360,108 | 210,977,985 | 597,604,267 | |||||||||
Ending balance at Mar. 31, 2022 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issued for common stock (in shares) | 7,261,459 | |||||||||||
Shares issued for common stock | 2,347 | $ 726 | 1,621 | |||||||||
Stock-based compensation | 138,007 | 138,007 | ||||||||||
Net income (loss) | (7,937,071) | (7,937,071) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 224,850,263 | |||||||||||
Ending balance at Mar. 31, 2022 | (55,123,237) | $ 22,485 | 5,435,783 | (60,581,223) | (282) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,291,360,108 | 210,977,985 | 597,604,267 | 1,291,360,108 | 210,977,985 | 597,604,267 | ||||||
Beginning balance at Dec. 31, 2021 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | 80,792,496 | ||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | $ 10,625,991 | $ 80,792 | 10,545,199 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,372,152,604 | 210,977,985 | 597,604,267 | |||||||||
Ending balance at Jun. 30, 2022 | $ 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 217,588,804 | 217,588,804 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ (47,326,520) | $ 21,759 | 5,296,155 | (52,644,152) | (282) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (34,300,623) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 229,850,263 | |||||||||||
Ending balance at Jun. 30, 2022 | (81,134,834) | $ 22,985 | 5,787,238 | (86,944,775) | (282) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,291,360,108 | 210,977,985 | 597,604,267 | 1,291,360,108 | 210,977,985 | 597,604,267 | ||||||
Beginning balance at Dec. 31, 2021 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | |||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | $ 80,792 | 10,545,199 | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 1,372,152,604 | 210,977,985 | 597,604,267 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||
Ending balance at Dec. 31, 2022 | $ 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 217,588,804 | 217,588,804 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ (47,326,520) | $ 21,759 | 5,296,155 | (52,644,152) | (282) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issued for common stock (in shares) | 24,713,199 | |||||||||||
Shares issued for common stock | 92,309 | $ 2,471 | 89,838 | |||||||||
Stock-based compensation | 2,300,619 | 2,300,619 | ||||||||||
Net income (loss) | $ (52,349,259) | (52,349,259) | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 242,302,003 | 242,302,003 | ||||||||||
Ending balance at Dec. 31, 2022 | $ (97,282,851) | $ 24,230 | 7,686,612 | (104,993,411) | (282) | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 1,291,360,108 | 210,977,985 | 597,604,267 | |||||||||
Beginning balance at Mar. 31, 2022 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | 80,792,496 | ||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | $ 10,625,991 | $ 80,792 | 10,545,199 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,372,152,604 | 210,977,985 | 597,604,267 | |||||||||
Ending balance at Jun. 30, 2022 | 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 224,850,263 | |||||||||||
Beginning balance at Mar. 31, 2022 | (55,123,237) | $ 22,485 | 5,435,783 | (60,581,223) | (282) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issued for common stock (in shares) | 5,000,000 | |||||||||||
Shares issued for common stock | 12,134 | $ 500 | 11,634 | |||||||||
Stock-based compensation | 339,821 | 339,821 | ||||||||||
Net income (loss) | (26,363,552) | (26,363,552) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 229,850,263 | |||||||||||
Ending balance at Jun. 30, 2022 | (81,134,834) | $ 22,985 | 5,787,238 | (86,944,775) | (282) | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 1,372,152,604 | 210,977,985 | 597,604,267 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||
Beginning balance at Dec. 31, 2022 | $ 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 242,302,003 | 242,302,003 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ (97,282,851) | $ 24,230 | 7,686,612 | (104,993,411) | (282) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issued for common stock (in shares) | 1,618,333 | |||||||||||
Shares issued for common stock | 26,340 | $ 162 | 26,178 | |||||||||
Stock-based compensation | 1,515,816 | 1,515,816 | ||||||||||
Net income (loss) | (10,032,916) | (10,032,916) | ||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 243,920,336 | |||||||||||
Ending balance at Mar. 31, 2023 | (105,773,611) | $ 24,392 | 9,228,606 | (115,026,327) | (282) | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 1,372,152,604 | 210,977,985 | 597,604,267 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||
Beginning balance at Dec. 31, 2022 | 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | |||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | $ 80,792 | 10,545,199 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,372,152,604 | 210,977,985 | 597,604,267 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||
Ending balance at Jun. 30, 2023 | $ 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 242,302,003 | 242,302,003 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ (97,282,851) | $ 24,230 | 7,686,612 | (104,993,411) | (282) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | $ 6,488,627 | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 591,760,547 | 591,760,547 | ||||||||||
Ending balance at Jun. 30, 2023 | $ (73,611,110) | $ 59,176 | 24,834,780 | (98,504,784) | (282) | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,372,152,604 | 210,977,985 | 597,604,267 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||
Ending balance at Jun. 30, 2023 | 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | $ 32,611,469 | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | 243,920,336 | |||||||||||
Beginning balance at Mar. 31, 2023 | (105,773,611) | $ 24,392 | 9,228,606 | (115,026,327) | (282) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issued for common stock (in shares) | 347,840,211 | |||||||||||
Shares issued for common stock | 14,360,522 | $ 34,784 | 14,325,738 | |||||||||
Stock-based compensation | 1,280,436 | 1,280,436 | ||||||||||
Net income (loss) | $ 16,521,543 | 16,521,543 | ||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 591,760,547 | 591,760,547 | ||||||||||
Ending balance at Jun. 30, 2023 | $ (73,611,110) | $ 59,176 | $ 24,834,780 | $ (98,504,784) | $ (282) |
10-Q CONDENSED CONSOLIDATED S_3
10-Q CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 6,488,627 | $ (34,300,623) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 2,796,252 | 477,828 |
Accretion of discount and dividends on cumulative mandatorily redeemable Series B preferred stock | 127,104 | 0 |
Changes in fair value included in operations | (25,786,225) | 26,958,428 |
Depreciation and amortization | 80,816 | 87,908 |
Amortization of right of use assets | 311,099 | 107,299 |
Write-off of inventory deposits | 2,657,281 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 187,843 | (1,316,689) |
Inventory | (886,515) | (2,951,657) |
Inventory deposits | 57,927 | (1,130,348) |
Prepaid expenses and other current assets | 95,148 | 166,376 |
Deposits | (21,718) | (888,164) |
Accounts payable | 645,908 | 315,653 |
Accrued expenses and other current liabilities | (649,655) | 945,445 |
Other long-term liabilities | (269,444) | 118,342 |
Net cash used in operating activities | (14,165,552) | (11,410,202) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (170,724) | (599,195) |
Other | (3,008) | (1,481) |
Net cash used in investing activities | (173,732) | (600,676) |
Cash flows from financing activities: | ||
Proceeds from loan payable | 0 | 11,200,000 |
Payments on loans payable and note conversions | (3,584,989) | (822,743) |
Proceeds from convertible note payable and SAFE notes | 3,500,000 | 0 |
Proceeds from issuance of cumulative mandatorily redeemable Series B preferred stock | 4,283,591 | 0 |
Proceeds from conversion of warrants for preferred stock | 0 | 693,000 |
Proceeds from issuance of common stock | 9,066,316 | 64,002 |
Other | (30,000) | (30,000) |
Net cash provided by financing activities | 13,234,918 | 11,104,259 |
Net decrease in cash | (1,104,366) | (906,619) |
Cash, beginning of period | 5,480,960 | 12,730,198 |
Cash, end of period | 4,376,594 | 11,823,579 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 3,669,357 | 81,557 |
Taxes paid | 0 | 0 |
Right-of-use assets obtained in exchange for lease obligations | 787,764 | 1,200,086 |
Supplemental disclosures of cash flow information: | ||
Decrease in loans payable | (11,377,297) | (822,743) |
Total principal payments on loan payable | (3,584,989) | (822,743) |
Proceeds from issuance of cumulative mandatorily redeemable Series B preferred stock | 4,283,591 | 0 |
Proceeds from issuance of common stock | 9,066,316 | 64,002 |
Series B Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of cumulative mandatorily redeemable Series B preferred stock | 4,283,591 | 0 |
Supplemental disclosures of cash flow information: | ||
Non-cash principal portion converted to cumulative mandatorily redeemable Series B preferred stock and common stock | 7,792,308 | 0 |
Stock issued | 6,786,202 | 0 |
Non-cash portion converted to cumulative mandatorily redeemable Series B preferred stock | (2,502,611) | 0 |
Proceeds from issuance of cumulative mandatorily redeemable Series B preferred stock | 4,283,591 | 0 |
Common | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 9,066,316 | 64,002 |
Supplemental disclosures of cash flow information: | ||
Stock issued | 14,356,013 | 64,002 |
Non-cash portion allocated to common stock from note conversion agreements | (5,289,697) | 0 |
Proceeds from issuance of common stock | $ 9,066,316 | $ 64,002 |
10-K CONSOLIDATED BALANCE SHEET
10-K CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 5,480,960 | $ 12,730,198 |
Accounts receivable, less allowance for doubtful accounts of $30,429 and $206,124 as of December 31, 2022 and December 31, 2021, respectively | 317,423 | 917,617 |
Inventory | 13,532,475 | 8,360,591 |
Inventory deposits | 5,182,045 | 3,824,440 |
Prepaid expenses and other current assets | 368,117 | 382,509 |
Total current assets | 24,881,020 | 26,215,355 |
Property and equipment, net | 1,422,293 | 499,462 |
Right of use assets | 3,241,705 | 0 |
Deposits | 109,539 | 33,473 |
Total assets | 29,654,557 | 26,748,290 |
Current liabilities: | ||
Current portion of loan payable | 11,377,297 | 1,856,175 |
SAFE notes | 51,600,000 | 30,998,000 |
Accounts payable | 1,377,123 | 1,049,180 |
Warrants liability | 14,114,411 | 12,919,684 |
Accrued expenses | 6,173,336 | 2,812,953 |
Total current liabilities | 84,642,167 | 49,635,992 |
Loan payable | 0 | 177,297 |
Convertible note payable | 5,000,000 | 0 |
Cumulative mandatorily redeemable Series B preferred stock liability | 0 | |
Other long-term liabilities | 2,503,038 | 95,309 |
Total liabilities | 92,145,205 | 49,908,598 |
Commitments and contingencies (Note 7) | ||
Mezzanine equity: | ||
Preferred stock | 34,792,203 | 24,166,212 |
Stockholders’ deficit: | ||
Common stock | 24,230 | 21,759 |
Additional paid-in capital | 7,686,612 | 5,296,155 |
Accumulated deficit | (104,993,411) | (52,644,152) |
Accumulated other comprehensive loss | (282) | (282) |
Total stockholders’ deficit | (97,282,851) | (47,326,520) |
Total liabilities, mezzanine equity and stockholders’ deficit | $ 29,654,557 | $ 26,748,290 |
10-K CONSOLIDATED BALANCE SHE_2
10-K CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Allowance for doubtful accounts | $ 11,642 | $ 30,429 | $ 206,124 |
Mezzanine equity: | |||
Preferred stock redemption amount | $ 24,931,819 | $ 23,998,870 | $ 21,307,890 |
Stockholders’ deficit: | |||
Common stock, issued (in shares) | 591,760,547 | 242,302,003 | 217,588,804 |
Common stock, outstanding (in shares) | 591,760,547 | 242,302,003 | 217,588,804 |
10-K CONSOLIDATED STATEMENTS OF
10-K CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||||
Product net revenue | $ 43,769 | $ 4,549,342 | $ 184,945 | $ 9,346,335 | $ 15,975,783 | $ 3,404,113 | ||
Cost of goods sold | 394,243 | 4,155,538 | 1,067,752 | 8,336,375 | 15,601,304 | 3,029,823 | ||
Gross (loss) profit | (350,474) | 393,804 | (882,807) | 1,009,960 | 374,479 | 374,290 | ||
Operating expenses: | ||||||||
Research and development | 1,067,446 | 882,460 | 2,136,310 | 1,815,293 | 3,303,480 | 2,596,454 | ||
Sales and marketing | 994,798 | 998,608 | 2,213,802 | 1,880,786 | 3,783,500 | 1,953,865 | ||
General and administrative | 4,709,435 | 2,519,918 | 9,428,570 | 4,349,421 | 11,828,573 | 9,329,258 | ||
Total operating expenses | 6,771,679 | 4,400,986 | 13,778,682 | 8,045,500 | 18,915,553 | 13,879,577 | ||
Loss from operations | (7,122,153) | (4,007,182) | (14,661,489) | (7,035,540) | (18,541,074) | (13,505,287) | ||
Other expense (income): | ||||||||
Interest expense | 985,311 | 258,439 | 2,001,081 | 305,219 | 2,072,576 | 465,743 | ||
Changes in fair value included in operations | (27,260,256) | 22,097,809 | (25,786,225) | 26,958,428 | 31,729,718 | 21,943,239 | ||
Other expense, net | 2,631,249 | 122 | 2,635,028 | 1,436 | 5,891 | (161,030) | ||
Income (loss) before income taxes | 16,521,543 | (26,363,552) | 6,488,627 | (34,300,623) | (52,349,259) | (35,753,239) | ||
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 | ||
Net income (loss) | 16,521,543 | $ (10,032,916) | (26,363,552) | $ (7,937,071) | 6,488,627 | (34,300,623) | (52,349,259) | (35,753,239) |
Cumulative preferred stock dividends | 473,499 | 423,507 | 932,949 | 831,439 | 1,744,075 | 1,374,684 | ||
Net income (loss) attributable to common stockholders | $ 16,048,044 | $ (26,787,059) | $ 5,555,678 | $ (35,132,062) | $ (54,093,334) | $ (37,127,923) | ||
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ 0.05 | $ (0.13) | $ 0.02 | $ (0.18) | $ (0.26) | $ (0.40) | ||
Net income (loss) per share attributable to common stockholders - diluted (in dollars per share) | $ 0.01 | $ (0.13) | $ 0 | $ (0.18) | $ (0.26) | $ (0.40) | ||
Weighted average number of common shares outstanding - basic (in shares) | 292,800,860 | 202,011,699 | 257,334,845 | 200,700,960 | 207,458,865 | 93,014,690 | ||
Weighted average number of common shares outstanding - diluted (in shares) | 3,156,751,903 | 202,011,699 | 3,148,785,358 | 200,700,960 | 207,458,865 | 93,014,690 |
10-K CONSOLIDATED STATEMENTS _2
10-K CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE AND STOCKHOLDERS' DEFICIT - USD ($) | Total | Note Conversion | Seed Preferred | Seed-1 Preferred | Seed-1 Preferred Note Conversion | Seed-2 Preferred | Seed-2 Preferred Note Conversion | Additional Paid-in Capital | Additional Paid-in Capital Note Conversion | Common | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 983,734,155 | 0 | 0 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 11,606,147 | $ 983,734 | $ 0 | $ 0 | $ 10,622,413 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Shares issued in connection with warrant exercises (in shares) | 307,625,953 | 210,977,985 | 210,977,985 | 597,604,267 | |||||||||
Shares issued in connection with warrant exercises | 9,309,775 | $ 3,250,290 | $ 307,626 | $ 210,978 | $ 597,604 | 9,002,149 | $ 2,441,708 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,291,360,108 | 210,977,985 | 597,604,267 | ||||||||||
Ending balance at Dec. 31, 2021 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 77,943,679 | ||||||||||||
Beginning balance at Dec. 31, 2020 | (16,577,734) | $ 7,794 | $ 305,667 | $ (16,890,913) | $ (282) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued for common stock (in shares) | 140,067,000 | ||||||||||||
Shares issued for common stock | 575,633 | $ 14,007 | 561,626 | ||||||||||
Repurchase of common stock (in shares) | (421,875) | ||||||||||||
Repurchase of common stock | (1,688) | $ (42) | (1,646) | ||||||||||
Stock-based compensation | 4,430,508 | 4,430,508 | |||||||||||
Net income (loss) | $ (35,753,239) | (35,753,239) | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 217,588,804 | 217,588,804 | |||||||||||
Ending balance at Dec. 31, 2021 | $ (47,326,520) | $ 21,759 | 5,296,155 | (52,644,152) | (282) | ||||||||
Ending balance at Mar. 31, 2022 | 24,166,212 | 22,066,270 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued for common stock (in shares) | 7,261,459 | ||||||||||||
Shares issued for common stock | 2,347 | $ 726 | 1,621 | ||||||||||
Stock-based compensation | 138,007 | 138,007 | |||||||||||
Net income (loss) | (7,937,071) | (7,937,071) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 224,850,263 | ||||||||||||
Ending balance at Mar. 31, 2022 | (55,123,237) | $ 22,485 | 5,435,783 | (60,581,223) | (282) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,291,360,108 | 210,977,985 | 597,604,267 | ||||||||||
Beginning balance at Dec. 31, 2021 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | ||||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | $ 10,625,991 | 10,545,199 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 34,792,203 | 32,611,469 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 217,588,804 | 217,588,804 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ (47,326,520) | $ 21,759 | 5,296,155 | (52,644,152) | (282) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (34,300,623) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 229,850,263 | ||||||||||||
Ending balance at Jun. 30, 2022 | (81,134,834) | $ 22,985 | 5,787,238 | (86,944,775) | (282) | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,291,360,108 | 210,977,985 | 597,604,267 | ||||||||||
Beginning balance at Dec. 31, 2021 | 24,166,212 | $ 1,291,360 | $ 210,978 | $ 597,604 | 22,066,270 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | ||||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | $ 80,792 | 10,545,199 | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 217,588,804 | 217,588,804 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ (47,326,520) | $ 21,759 | 5,296,155 | (52,644,152) | (282) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued for common stock (in shares) | 24,713,199 | ||||||||||||
Shares issued for common stock | 92,309 | $ 2,471 | 89,838 | ||||||||||
Stock-based compensation | 2,300,619 | 2,300,619 | |||||||||||
Net income (loss) | $ (52,349,259) | (52,349,259) | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 242,302,003 | 242,302,003 | |||||||||||
Ending balance at Dec. 31, 2022 | $ (97,282,851) | $ 24,230 | 7,686,612 | (104,993,411) | (282) | ||||||||
Beginning balance at Mar. 31, 2022 | 24,166,212 | 22,066,270 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | ||||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | $ 10,625,991 | 10,545,199 | ||||||||||
Ending balance at Jun. 30, 2022 | 34,792,203 | 32,611,469 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 224,850,263 | ||||||||||||
Beginning balance at Mar. 31, 2022 | (55,123,237) | $ 22,485 | 5,435,783 | (60,581,223) | (282) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued for common stock (in shares) | 5,000,000 | ||||||||||||
Shares issued for common stock | 12,134 | $ 500 | 11,634 | ||||||||||
Stock-based compensation | 339,821 | 339,821 | |||||||||||
Net income (loss) | (26,363,552) | (26,363,552) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 229,850,263 | ||||||||||||
Ending balance at Jun. 30, 2022 | (81,134,834) | $ 22,985 | 5,787,238 | (86,944,775) | (282) | ||||||||
Beginning balance at Dec. 31, 2022 | $ 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 242,302,003 | 242,302,003 | |||||||||||
Beginning balance at Dec. 31, 2022 | $ (97,282,851) | $ 24,230 | 7,686,612 | (104,993,411) | (282) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued for common stock (in shares) | 1,618,333 | ||||||||||||
Shares issued for common stock | 26,340 | $ 162 | 26,178 | ||||||||||
Stock-based compensation | 1,515,816 | 1,515,816 | |||||||||||
Net income (loss) | (10,032,916) | (10,032,916) | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 243,920,336 | ||||||||||||
Ending balance at Mar. 31, 2023 | (105,773,611) | $ 24,392 | 9,228,606 | (115,026,327) | (282) | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||||||
Beginning balance at Dec. 31, 2022 | 34,792,203 | $ 1,372,152 | $ 210,978 | $ 597,604 | 32,611,469 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Shares issued in connection with warrant exercises | 10,625,991 | 10,545,199 | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||||||
Ending balance at Jun. 30, 2023 | $ 34,792,203 | 32,611,469 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 242,302,003 | 242,302,003 | |||||||||||
Beginning balance at Dec. 31, 2022 | $ (97,282,851) | $ 24,230 | 7,686,612 | (104,993,411) | (282) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | $ 6,488,627 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 591,760,547 | 591,760,547 | |||||||||||
Ending balance at Jun. 30, 2023 | $ (73,611,110) | $ 59,176 | 24,834,780 | (98,504,784) | (282) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,372,152,604 | 210,977,985 | 597,604,267 | ||||||||||
Ending balance at Jun. 30, 2023 | 34,792,203 | $ 32,611,469 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 243,920,336 | ||||||||||||
Beginning balance at Mar. 31, 2023 | (105,773,611) | $ 24,392 | 9,228,606 | (115,026,327) | (282) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued for common stock (in shares) | 347,840,211 | ||||||||||||
Shares issued for common stock | 14,360,522 | $ 34,784 | 14,325,738 | ||||||||||
Stock-based compensation | 1,280,436 | 1,280,436 | |||||||||||
Net income (loss) | $ 16,521,543 | 16,521,543 | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 591,760,547 | 591,760,547 | |||||||||||
Ending balance at Jun. 30, 2023 | $ (73,611,110) | $ 59,176 | $ 24,834,780 | $ (98,504,784) | $ (282) |
10-K CONSOLIDATED STATEMENTS _3
10-K CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (52,349,259) | $ (35,753,239) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 2,300,619 | 4,430,508 |
Accretion of discount and dividends on cumulative mandatorily redeemable Series B preferred stock | 0 | 234,500 |
Changes in fair value included in operations | 31,729,718 | 21,943,239 |
Depreciation and amortization | 179,843 | 85,250 |
Amortization of right of use assets | 284,031 | 0 |
SBA loan forgiveness | 0 | (240,800) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 600,194 | (619,177) |
Inventory | (5,171,884) | (7,852,471) |
Inventory deposits | (1,357,605) | (3,589,440) |
Prepaid expenses and other current assets | 14,392 | (290,172) |
Deposits | (76,066) | (23,071) |
Accounts payable | 327,943 | 1,049,180 |
Accrued expenses and other current liabilities | 2,147,042 | 1,093,269 |
Other long-term liabilities | 115,550 | 42,120 |
Net cash used in operating activities | (21,255,482) | (19,490,304) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (1,102,674) | (509,933) |
Other | (6,505) | (3,819) |
Net cash used in investing activities | (1,109,179) | (513,752) |
Cash flows from financing activities: | ||
Proceeds from loan payable | 11,200,000 | 2,000,000 |
Payments on loans payable and note conversions | (1,856,175) | 0 |
Proceeds from convertible note payable and SAFE notes | 5,000,000 | 25,206,788 |
Proceeds from conversion of warrants for preferred stock | 693,000 | 4,506,998 |
Proceeds from issuance of common stock | 133,598 | 672,162 |
Repurchase of common stock | 0 | (1,688) |
Other | (55,000) | (60,000) |
Net cash provided by financing activities | 15,115,423 | 32,324,260 |
Net decrease in cash | (7,249,238) | 12,320,204 |
Cash, beginning of period | 12,730,198 | 409,994 |
Cash, end of period | 5,480,960 | 12,730,198 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 144,572 | 1,063 |
Taxes paid | 0 | 0 |
Right-of-use assets obtained in exchange for lease obligations | $ 2,589,711 | $ 0 |
S-4 Description of Organization
S-4 Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
TLG Acquisition One Corp | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Description of Organization and Business Operations | Description of Organization and Business Operations Electriq Power Holdings, Inc. (formerly known as TLG Acquisition One Corp. “TLG” prior to July 31, 2023, the “Closing Date,” and on and after the Closing Date, the “Company”) was a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company was not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Business Combination On the Closing Date, the Company consummated the previously announced merger (the “Business Combination”) pursuant to certain Agreement and Plan of Merger, dated November 13, 2022 (as amended by the First Amendment to Merger Agreement dated December 23, 2022, the Second Amendment to Merger Agreement dated March 22, 2023, and the Third Amendment to Merger Agreement dated June 8, 2023), among the Company, Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG, and Electriq Power, Inc. (“Electriq”). In connection with TLG’s special meeting of stockholders in lieu of the 2023 annual meeting of stockholders held to, among other things, approve the Business Combination, holders of TLG’s Class A common stock, par value $0.0001 per share (“TLG common stock”), had the right to elect to redeem all or a portion of their TLG common stock for a per share price calculated in accordance with Amended and Restated Certificate of Incorporation of TLG. As previously disclosed on July 26, 2023, holders of approximately 97.3% or 7,736,608 shares of TLG common stock had validly elected to redeem their shares of TLG common stock for a pro rata portion of the trust account holding the proceeds from TLG’s initial public offering and the sale of private placement warrants, or approximately $10.63 per share and $82.2 million in the aggregate as of July 25, 2023. Business Prior to the Business Combination As of June 30, 2023, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through June 30, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor was TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, (“RBC”) in its capacity as a purchaser of Private Placement Warrants, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Trust Account Redemptions and Extension of Combination Period On December 19, 2022, the Company held a special meeting of stockholders at which such stockholders approved the proposal to amend the Amended and Restated Certificate of Incorporation giving the Company the right to extend the business combination deadline on a monthly basis up to six times from February 1, 2023 to August 1, 2023, by depositing into the Trust Account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding Public Share that has not been redeemed for each one-month extension (the “Extension”). On each of January 30, 2023, February 24, 2023, March 29, 2023, May 1, 2023, May 31, 2023 and June 30, 2023 the Company deposited $476,904 into the Trust Account in order to extend the business combination deadline to March 1, 2023, April 1, 2023, May 1, 2023, June 1, 2023, July 1, 2023 and August 1, 2023 respectively. In connection with such vote, the holders of an aggregate of 32,051,595 Public Shares exercised their right to redeem their shares for an aggregate of approximately $324.4 million in cash held in the Trust Account. Additionally, upon shareholder approval of the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled (the “Forfeiture”). The Forfeiture occurred on January 30, 2023. Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, the Company, the Sponsor, certain of its affiliates, RBC and certain former stockholders of Electriq will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of the Company’s Class A common stock that are held by, or issuable pursuant to other securities held by, the parties thereto from time to time. If the transactions contemplated by the Merger Agreement are completed (the “Transactions”), Electriq will survive such merger as a wholly owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions contemplated by the Merger Agreement (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease and the holders of Electriq common stock, preferred stock, options and warrants will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Proposed Business Combination. For additional information regarding the Merger Agreement and the Transactions described therein, see the Current Reports on Form 8-K as filed with the SEC by the Company on November 14, 2022, December 23, 2022, March 23, 2023, June 14, 2023, July 24, 2023 and August 4, 2023. Liquidity and Going Concern As of June 30, 2023, the Company had approximately $105,457 in its operating bank account and a working capital deficit of approximately $11.8 million, not including taxes payable of approximately $1.4 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $192,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement, held outside of the Trust Account, and Working Capital Loan from affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Working Capital Loan (as defined in Note 4) as may be required. The Company has drawn approximately $7.0 million and $3.0 million under such loans as of June 30, 2023 and December 31, 2022, respectively. On July 31, 2023, the Company completed a Business Combination with Electriq and closed the related financing agreements in connection therewith. As a result, management believes that the Company will have sufficient liquidity to fund its operations through one year from the date of this filing. TLG Acquisition One Corp. (the “Company”) is a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. RBC has also agreed to vote any Public Shares purchased after the Initial Public Offering for which it has voting control in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (as defined in Note 4) (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 1, 2023, (as such period may be extended pursuant to a stockholder vote, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors of the Company (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Trust Account Redemptions and Extension of Combination Period On December 19, 2022, the Company held a special meeting of stockholders at which such stockholders approved the proposal to amend the Amended and Restated Certificate of Incorporation giving the Company the right to extend the business combination deadline on a monthly basis up to six times from February 1, 2023 to August 1, 2023, by depositing into the Trust Account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding Public Share that has not been redeemed for each one-month extension (the “Extension”). On both January 30, 2023 and February 24, 2023, the Company deposited $476,904 into the Trust Account in order to extend the business combination deadline to March 1, 2023 and April 1, 2023, respectively. In connection with such vote, the holders of an aggregate of 32,051,595 Public Shares exercised their right to redeem their shares for an aggregate of approximately $324.4 million in cash held in the Trust Account. Additionally, upon shareholder approval of the Extension, the Sponsor agreed that it would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled (the “Forfeiture”). The Forfeiture occurred on January 30, 2023. Proposed Business Combination On November 13, 2022, the Company and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into a Merger Agreement, as amended on December 23, 2022 and as may be further amended (the “Merger Agreement”) with Electriq Power, Inc., a Delaware corporation (“Electriq”). If the transactions contemplated by the Merger Agreement (the “Transactions”) are completed, Merger Sub will merge with and into Electriq, with Electriq surviving such merger as a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease to exist and the holders of Electriq common stock, preferred stock, options, warrants and other convertible securities (collectively, the “Electriq equityholders”) will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Business Combination ( “New Electriq”). As part of the Merger, Electriq equityholders will receive aggregate merger consideration (the “Merger Consideration”) of $495 million, consisting of 49,500,000 shares of the Company’s Class A common stock, valued at $10.00 per share, and the right to elect to receive up to $25.0 million in cash with a corresponding reduction in the number of shares of the Company’s Class A common stock. At the closing of the Merger (the “Closing”), 2,000,000 shares of the Company’s Class A common stock from the Merger Consideration (the “Merger Consideration Incentive Shares”) will be placed into an escrow account to be used as Merger Consideration Incentive Shares. As part of the Merger Consideration, holders of Electriq’s warrants and options not exercised prior to the Merger will receive replacement warrants and options, respectively, to purchase shares of the Company’s Class A Common Stock based on the value of the Merger Consideration per share of Electriq common stock. Pursuant to the Merger Agreement, the Company has agreed to use its reasonable best efforts to enter into subscription agreements, non-redemption agreements, backstop agreements or similar financing agreements (the “Financing Agreements”) with one or more persons to provide at least the level of cash required to provide adequate operating liquidity for New Electriq through December 31, 2023 (such transactions, the “Financings”). In connection with the Financings, 7,000,000 shares of the Company’s Class A common stock (the “Incentive Shares”) will be placed in escrow at Closing, consisting of 5,000,000 newly issued shares of The Company’s Class A common stock (the “New Incentive Shares”) and the 2,000,000 Merger Consideration Incentive Shares. The New Incentive Shares will be paid out as incentives in the Financings first, followed by the Merger Consideration Incentive Shares. At the termination of the escrow, any New Incentive Shares not paid out in the Financing will be transferred 50% to the Sponsor (defined in the Merger Agreement) and 50% to the Electriq equityholders, and any Merger Consideration Incentive Shares not paid out in the Financing will be returned to the Electriq equityholders. The Merger Agreement includes covenants of Electriq with respect to operation of its business prior to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, a covenant to make any required filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), and the preparation and filing of a registration statement on Form S-4 relating to the Merger and containing a proxy statement of the Company (the “Registration Statement / Proxy Statement”). The Merger Agreement also contains exclusivity provisions prohibiting Electriq and its subsidiaries from soliciting, initiating, knowingly facilitating, participating in, entering into, continuing discussions, negotiations or transactions with, or knowingly encouraging or responding to any inquiries or proposals by, or providing any information to any person relating to or that could reasonably be expect to lead to, or enter into or consummate any transaction relating to a Competing Company Transaction (as defined in the Merger Agreement), subject to limited exceptions specified therein. The Merger Agreement contains customary representations and warranties of the parties thereto with respect to the parties, the Business Combination contemplated by the Merger Agreement and their respective business operations and activities. The representations and warranties of the parties generally do not survive the Closing. Consummation of the Business Combination is generally subject to customary conditions, including (a) expiration or termination of all applicable waiting periods under HSR, (b) the absence of any law or governmental order prohibiting the consummation of the Merger, (c) the effectiveness of the Registration Statement / Proxy Statement, (d) the Company’s Class A common stock to be issued in the Merger having been listed on The New York Stock Exchange (“NYSE”) upon the Closing, and otherwise satisfying the applicable listing requirements of NYSE, (e) receipt of stockholder approval from stockholders of each of the Company and Electriq for consummation of the Merger and other related necessary matters and (f) the Company having net tangible assets following the redemptions of at least $5,000,001. The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by mutual written consent or if the Business Combination has not been consummated on or prior to April 1, 2023 (subject to extensions until as late as June 1, 2023). In connection with the execution of the Merger Agreement, certain security holders of Electriq (the “Electriq Holders”) entered into lock-up agreements (each, as amended, a “Lock-up Agreement”) with Electriq and the Company. Pursuant to the Lock-up Agreements, the Electriq Holders agreed, among other things, that their shares of the Company’s Class A common stock received as Merger Consideration may not be transferred until the earlier to occur of (i) six months following Closing and (ii) the date after the Closing on which New Electriq completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Electriq stockholders having the right to exchange their equity holdings in New Electriq for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if, after the Closing, (i) the volume weighted average price per share of the Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period, 10% of the Restricted Securities (as defined in the Lock-up Agreement) of each Electriq Holder is released from the Lock-up and (ii) the volume weighted average price per share of the Company’s Class A common stock equals or exceeds $15.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- day trading period, an additional 10% of the Restricted Securities of each Electriq Holder will be released from the Lock-up. In connection with the execution of the Merger Agreement, the Company entered into an agreement (the “Sponsor Agreement”) with Electriq, the Sponsor, an affiliate of the Sponsor and the Company’s independent directors, whereby the Sponsor and holders of the Company’s Class F common stock have agreed to waive certain of their anti-dilution and conversion rights with respect to the Class F common stock. The Sponsor also agreed to subject its holdings of the Company’s Class F common stock, and the other holders of the Company’s Class F common stock agreed to subject their Class F common stock, to certain transfer restrictions as follows: (i) with respect to 500,000 shares of Class F common stock, the Sponsor will not transfer such shares until the earliest to occur of (x) the fifth anniversary of the Closing, (y) such time as the closing volume weighted average price of a share of the Company’s Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-day trading period and (z) the date after the Closing on which New Electriq completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Electriq stockholders having the right to exchange their The Company’s Class A common stock for cash, securities or other property; (ii) with respect to an additional 500,000 SPAC Founder Shares, the Sponsor will not transfer such shares until the earliest to occur of (x) the fifth anniversary of the Closing, (y) such time as the closing volum |
S-4 Basis of Presentation and S
S-4 Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
TLG Acquisition One Corp | |
Accounting Policies [Line Items] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 20, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Eagle Merger Corp., that was formed in connection with a potential Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022, held outside of the Trust Account. Investments Held in Trust Account Prior to December 28, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from cash and investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The initial fair values of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants have subsequently been determined using listed prices in an active market for such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates that are subject to conversion, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each convertible tranche, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan-related party on the unaudited condensed consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,948,405 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2023 and December 31, 2022, the Company had deferred tax assets aggregating approximately $297,000 and $349,000, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net (Loss) Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. This presentation assumes a business combination as the most likely outcome. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted (loss) income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ 479,490 $ 301,627 $ 2,203,766 $ 550,942 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,000,000 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ 0.06 $ 0.06 $ 0.06 $ 0.06 For the Six Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (186,370) $ (136,021) $ 7,363,022 $ 1,840,756 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,801,105 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.02) $ (0.02) $ 0.18 $ 0.18 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021, held outside of the Trust Account. Cash and Investments Held in Trust Account At December 31, 2022, the Company had $80.9 million in cash held in the Trust Account. Investments Held in Trust Account At December 31, 2021, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The initial fair value of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The initial fair value of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company recognizes each borrowing, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recognized as change in the fair value of Working Capital Loan-related party in the consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 7,948,405 and 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets, respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets aggregating approximately $349,000 and $1.6 million, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing |
S-4 Initial Public Offering
S-4 Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
TLG Acquisition One Corp | |
Class of Stock [Line Items] | |
Initial Public Offering | Initial Public Offering On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third of one Public Warrant). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
S-4 Related Party Transactions
S-4 Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
TLG Acquisition One Corp | |
Related Party Transaction [Line Items] | |
Related Party Transactions | Related Party Transactions Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”). Subsequently, in October 2020, 431,250 Founder Shares were transferred to an affiliate of the Sponsor. In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination; and (C) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. In connection with the Extension, the Sponsor agreed that it would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock were cancelled. The Forfeiture occurred on January 30, 2023. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, RBC, or their permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. The Company borrowed approximately $192,000 under the Note and repaid the Note in full upon consummation of the Private Placement. As of June 30, 2023 and December 31, 2022, no further drawdowns are permitted. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor and the Company executed a non-interest-bearing promissory note in May 2021, providing the Company the ability to borrow up to $2,000,000 (the “Working Capital Loan”). On March 15, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $5,000,000. On September 29, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $8,000,000. On June 6, 2023, the Sponsor and TLG amended and restated the Second A&R Note, providing TLG the ability to borrow up to $10,000,000. During the three and six months ended June 30, 2023, a total of approximately $2.0 million were additionally drawn. The Company has drawn approximately $7.0 million and $3.0 million under such loans as of June 30, 2023 and December 31, 2022, respectively. During the three months ended June 30, 2023, the Company borrowed $1,940,000 against the Working Capital Loan. As of June 30, 2023, the total amount borrowed against the Working Capital Loan was $6,985,000 and $3,015,000 was available for withdrawal. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $42,000 and $20,500 in general and administrative expenses related to the agreement, which is recognized in the accompanying unaudited condensed consolidated statements of operations for the periods ended June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, there was no accounts payable related to this agreement. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers, directors or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of reasonable out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”). Subsequently, in October 2020, 431,250 Founder Shares were transferred to an affiliate of the Sponsor. In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination; and (C) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, RBC, or their permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. The Company borrowed approximately $192,000 under the Note and repaid the Note in full upon consummation of the Private Placement. As of December 31, 2022 and 2021, no further drawdowns are permitted. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor and the Company executed a non-interest-bearing promissory note in May 2021, providing the Company the ability to borrow up to $2,000,000 (the “Working Capital Loan”). On March 15, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $5,000,000. On September 29, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $8,000,000. If the Company completes an initial Business Combination, the Company will repay the Working Capital Loan out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loan will be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. The lender may elect to convert up to $1.5 million of such Working Capital Loan into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. The Company has drawn approximately $3.0 million and $0.9 million under such loans as of December 31, 2022 and 2021, respectively. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $84,000 and $78,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. As of December, 2022 and 2021 there was $0 and $35,000 in accounts payable related to this agreement. |
S-4 Commitments and Contingenci
S-4 Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
TLG Acquisition One Corp | |
Subsidiary, Sale of Stock [Line Items] | |
Commitments and Contingencies | Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loan, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 5,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 1, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. Effective as of May 10, 2023, RBC, the sole underwriter of the Initial Public Offering, waived its entitlement to the deferred underwriting fee of $14.0 million. In connection with the waiving of the deferred underwriting fee, the Company reduced the deferred underwriting fee payable on the unaudited condensed consolidated balance sheets by $14,000,000, as a result $858,200 and $255,000 is reflected on the Company’s unaudited condensed consolidated statement of operations for the amounts allocated in connection with the Company’s warrants at the Initial Public Offering and accrued expenses related to the underwriters, respectively. Additionally, $13,141,800 was charged to accumulated deficit for the portion allocated to Class A ordinary shares at the Initial Public Offering. Consulting Fees The Company has agreements with third party consultants to provide certain advisory services to the Company relating to the identification of and negotiations with potential Targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultants have agreed to defer their fees and have payment of such fees to be solely contingent on the Company closing an initial Business Combination. As of June 30, 2023 and December 31, 2022, the Company has incurred approximately $1,620,000 and $949,000 in contingent fees pursuant to these agreements. The Company will recognize an expense for these services when the performance trigger is considered probable, which in this case will occur upon the closing of an initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loan, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 5,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 1, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Fees The Company has agreements with third party consultants to provide certain advisory services to the Company relating to the identification of and negotiations with potential Targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultants have agreed to defer their fees and have payment of such fees to be solely contingent on the Company closing an initial Business Combination. As of December 31, 2022 and 2021, the Company has incurred approximately $949,000 and $0 in contingent fees pursuant to these agreements. The Company will recognize an expense for these services when the performance trigger is considered probable, which in this case will occur upon the closing of an initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions |
S-4 Class A Common Stock Subjec
S-4 Class A Common Stock Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity [Line Items] | |
Class A Common Stock Subject to Possible Redemption | Mezzanine Equity On August 5, 2021, the Company increased the authorized shares of preferred stock, $0.001 par value, to 2,930,121,789 shares, which includes 2,121,539,537 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred (cumulatively referred to as “pre-2023 preferred stock”). During the three and six months ended June 30, 2023, no preferred stock warrants were exercised. During the three and six months ended June 30, 2022, preferred stock warrants were exercised and 80,792,496 shares of Seed Preferred were issued in exchange for proceeds of $693,000, as well as a reduction in warrants liability of $9,932,991 for a total of $10,625,991. As of June 30, 2023 and December 31, 2022, the Company had 1,372,152,604 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred that were issued and outstanding. As of June 30, 2023 and December 31, 2022, the Company has recorded mezzanine equity at historical cost, which was $34,792,203. The fair value of mezzanine equity was calculated using significant unobservable inputs (Level 3), and as of June 30, 2023 and December 31, 2022, the fair value of mezzanine equity was estimated to be $161,947,417 and $304,205,838, respectively. a. Voting Rights The shares of preferred stock include voting rights based on the number of shares of common stock the holders would receive upon conversion. b. Dividends The holders of pre-2023 preferred stock are entitled to dividends, which shall accumulate on each outstanding share of pre-2023 preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $0.0117 per share of Seed Preferred, approximately $0.0023 per share of Seed-1 Preferred, and approximately $0.0046 per share of Seed-2 Preferred, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the pre-2023 preferred stock (“Seed OIP”), and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on pre-2023 preferred stock shall only be payable when declared by the Company’s Board of Directors, a dividend on common stock is declared, or conversion of the underlying pre-2023 preferred stock to common stock, none of which has occurred. Further, dividends shall be payable if a Deemed Liquidation Event occurs or upon an IPO resulting in at least $100,000,000 of gross proceeds, neither of which is deemed probable. During the three months ended June 30, 2023 and 2022, dividends in the amount of $473,499 and $423,507, respectively, were accumulated. During the six months ended June 30, 2023 and 2022, dividends in the amount of $932,949 and $831,439, respectively, were accumulated. As of June 30, 2023 and December 31, 2022, the cumulative accumulated dividends were $5,599,612 and $4,666,663, respectively, which are not recognized in the condensed consolidated statements of changes in stockholders’ deficit, and condensed consolidated balance sheets. Further, if the Company declares, pays or sets aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock), the holders of the pre-2023 preferred stock shall receive a dividend on each outstanding share of pre-2023 preferred stock in an amount at least equal to the sum of (i) the amount of the aggregate accumulate dividends not previously paid and (ii) an amount equal on a per-share basis to the dividend declared, paid or set aside on shares of any other class or series of capital stock of the Company. c. Optional Conversion Each share of pre-2023 preferred stock is convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price is equal to the Seed OIP. However, the pre-2023 Seed Preferred shares include an anti-dilution clause whereby if at any time after the original issue date the Company issues additional Shares of common stock without consideration or for a consideration per share less than the applicable pre-2023 preferred conversion price in effect immediately prior to such issuance or deemed issuance, then the applicable seed preferred Conversion Price shall be reduced, concurrently with such issue, from approximately $0.0117 per share of Seed Preferred to approximately $0.0091 per share of seed preferred. The pre-2023 Seed Preferred shares include an anti-dilution factor of approximately 1.288 per share. The optional conversion feature is not required to be bifurcated from the preferred stock since the conversion feature into another form of equity is clearly and closely related to the pre-2023 preferred stock. d. Mandatory Conversion Upon either (a) the closing of the sale of the Company’s common stock to the public for a price of at least $0.10 per share in an IPO that results in gross proceeds of at least $100,000,000 whereby the Company’s common stock is listed on the Nasdaq, the New York Stock Exchange, or another exchange approved by the Board of Directors, or (b) the occurrence of an event, specified by vote or written consent of (i) the holders of at least a majority of the outstanding shares of pre-2023 preferred stock and (ii) the Company’s largest pre-2023 preferred stockholder, then all outstanding shares of pre-2023 preferred stock shall automatically be converted into shares of common stock, at the then effective pre-2023 preferred stock conversion rate. The conversion price is equal to the Seed OIP. The mandatory conversion features are not required to be bifurcated from the pre-2023 preferred stock since the Company determined the nature of the host is equity-like and the conversion options would not require bifurcation. e. Liquidation Event In the event of a liquidation, dissolution, or winding up of the Company, holders of pre-2023 preferred stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, or in the event of a Deemed Liquidation Event, preferred stockholders are entitled to be paid out of the consideration payable to stockholders or out of Available Proceeds, both before any payment to holders of common stock and in an amount equal to the Seed OIP plus any accruing, but unpaid dividends (the “Seed PS Liquidation Preference”). As of June 30, 2023, the liquidation preference of Seed Preferred was $21,156,225, Seed-1 Preferred was $566,473 and Seed-2 Preferred was $3,209,121, for a total of $24,931,819. The carrying amount of pre-2023 preferred stock is greater than the Seed PS Liquidation Preference due to the warrant fair values which were added to the carrying amount of pre-2023 preferred stock upon exercise, partially offset by the accumulated dividends. If upon such liquidation, dissolution, or winding up of the Company, or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are not sufficient to satisfy the Seed PS Liquidation Preference, the holders of shares of pre-2023 preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of a liquidation, dissolution, or winding up of the Company, after satisfying the Seed PS Liquidation Preference, the holders of shares of the common stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, or, in the case of a Deemed Liquidation Event, the holders of shares of common stock shall be entitled to be paid out of the consideration payable to stockholders or out of the Available Proceeds in an amount equal to approximately $0.0117 per share (the “Common Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after satisfaction of the Seed PS Liquidation Preference, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of common stock the full amount to which they shall be entitled under the Common Stock Liquidation Amount, the holders of shares of common stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any liquidation, dissolution or winding up of the Company, after the payment in full of the Seed PS Liquidation Preference and the Common Stock Liquidation Amount the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of preferred pursuant to the Seed PS Liquidation Preference and the holders of shares of common stock pursuant to the Common Stock Liquidation Amount or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of the shares of preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of the Company. f. Deemed Liquidation Event Deemed Liquidation Events are defined as (1) a merger or consolidation, (2) the sale, lease, transfer, exclusive license or other disposition, whether in a single or series of related transactions, of substantially all the assets of the Company taken as a whole, (3) the sale or transfer by the Company or its stockholders of more than 50% of the voting power of the Company in a single or series of related transactions other than in a transaction or series of transactions effected by the Company primarily for financing purposes. In the event of a Deemed Liquidation Event involving a consolidation or a transfer of substantially all the assets of the Company, if the Company does not effect a dissolution of the Company under the law within ninety (90) days after such Deemed Liquidation Event, then (i) the Company shall send a written notice to each holder of pre-2023 preferred stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of pre-2023 preferred stock, and (iii) if the holders of at least a majority of the then outstanding shares of pre-2023 preferred stock so request in a written instrument delivered to the Company not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Company shall use the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (“Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of pre-2023 preferred stock in accordance with the liquidation preference noted below. If the Deemed Liquidation Event results in a liquidation, dissolution, or winding up of the Company, the consideration shall be allocated to the pre-2023 preferred and common stockholders in accordance with the terms of the Certificate of Incorporation applicable to the respective liquidation event. The pre-2023 preferred stockholders, through their representation on the Board of Directors, Deemed Liquidation Event provisions, and liquidation and dissolution provisions, could elect to liquidate the Company in a Deemed Liquidation Event, where net cash settlement could be required pursuant to the articles of the Certificate of Incorporation and therefore, redemption of the pre-2023 preferred stock would be considered outside of the Company’s control and its common stockholders. While the Certificate of Incorporation states that pre-2023 preferred stockholders and common stockholders are entitled to be paid out of the consideration payable or out of Available Proceeds, holders of each class of shares may not always be entitled to the same form of consideration. The pre-2023 preferred stockholders could force the pre-2023 preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company. Consequently, the pre-2023 preferred stock has been classified in Mezzanine Equity. On August 5, 2021, the Company increased the authorized shares of preferred stock, $0.001 par value, to 2,930,121,789 shares, which includes 2,121,539,537 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred. During the years ended December 31, 2022 and 2021, preferred stock warrants were exercised and 80,792,496 and 307,625,953 shares of Seed Preferred, respectively, were issued in exchange for proceeds of $693,000 and $4,506,998, respectively, as well as a reduction in warrants liability of $9,932,991 and $4,802,776, respectively, for a total of $10,625,991 and $9,309,775, respectively. On July 19, 2021, convertible notes with a principal amount of $2,822,500, along with accrued interest of $427,790, for a total of $3,250,290, were converted into 210,977,985 shares of Seed-1 Preferred and 597,604,267 shares of Seed-2 Preferred. As of December 31, 2022 and 2021, the Company had 1,372,152,604 and 1,291,360,108 shares of Seed Preferred, respectively, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred that were issued and outstanding. As of December 31, 2022 and 2021, the Company has recorded mezzanine equity at historical cost, which was $34,792,203 and $24,166,212, respectively. The fair value of mezzanine equity was calculated using significant unobservable inputs (Level 3), and as of December 31, 2022 and 2021, the fair value of mezzanine equity was estimated to be $304,205,838 and $166,138,367, respectively. a. Voting Rights The shares of preferred stock include voting rights based on the number of shares of common stock the holders would receive upon conversion. b. Dividends The holders of preferred stock are entitled to dividends, which shall accumulate on each outstanding share of preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $0.0117 per share of Seed Preferred, approximately $0.0023 per share of Seed-1 Preferred, and approximately $0.0046 per share of Seed-2 Preferred, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the preferred stock (“Seed OIP”), and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on preferred stock shall only be payable when declared by the Company’s Board of Directors, a dividend on Common Stock is declared, or conversion of the underlying preferred stock to common stock, none of which has occurred. Further, dividends shall be payable if a Deemed Liquidation Event occurs or upon an initial public offering resulting in at least $100,000,000 of gross proceeds, neither of which is deemed probable. During the years ended December 31, 2022 and 2021, dividends in the amount of $1,744,075 and $1,374,684, respectively, were accumulated. As of December 31, 2022 and 2021, the cumulative accumulated dividends were $4,666,663 and $2,922,588, respectively, which are not recognized in the Consolidated Statements of Changes in Stockholders’ Deficit, and Consolidated Balance Sheets. Further, if the Company declares, pays or sets aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock), the holders of the preferred stock shall receive a dividend on each outstanding share of preferred stock in an amount at least equal to the sum of (i) the amount of the aggregate accumulate dividends not previously paid and (ii) an amount equal on a per-share basis to the dividend declared, paid or set aside on shares of any other class or series of capital stock of the Company. c. Optional Conversion Each share of preferred stock is convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price is equal to the Seed OIP. The optional conversion feature is not required to be bifurcated from the preferred stock since the conversion feature into another form of equity is clearly and closely related to the preferred stock. d. Mandatory Conversion Upon either (a) the closing of the sale of the Company’s common stock to the public for a price of at least $0.10 per share in an initial public offering that results in gross proceeds of at least $100,000,000 whereby the Company’s common stock is listed on the Nasdaq, the New York Stock Exchange, or another exchange approved by the Board of Directors, or (b) the occurrence of an event, specified by vote or written consent of (i) the holders of at least a majority of the outstanding shares of preferred stock and (ii) the Company’s largest preferred stockholder, then all outstanding shares of preferred stock shall automatically be converted into shares of common stock, at the then effective preferred stock conversion rate. The conversion price is equal to the Seed OIP. The mandatory conversion features are not required to be bifurcated from the preferred stock since the Company determined the nature of the host is equity-like and the conversion options would not require bifurcation. e. Liquidation Event In the event of a liquidation, dissolution, or winding up of the Company, holders of preferred stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, or in the event of a Deemed Liquidation Event, preferred stockholders are entitled to be paid out of the consideration payable to stockholders or out of Available Proceeds, both before any payment to holders of common stock and in an amount equal to the Seed OIP plus any accruing, but unpaid dividends (the “Seed PS Liquidation Preference”). As of December 31, 2022, the liquidation preference of Seed Preferred was $20,364,558 , Seed-1 Preferred was $545,276 and Seed-2 Preferred was $3,089,035 , for a total of $23,998,869 . The carrying amount of preferred stock is greater than the Seed PS Liquidation Preference due to the warrant fair values which were added to the carrying amount of preferred stock upon exercise, partially offset by the accumulated dividends. If upon such liquidation, dissolution, or winding up of the Company, or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are not sufficient to satisfy the Seed PS Liquidation Preference, the holders of shares of preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of a liquidation, dissolution, or winding up of the Company, after satisfying the Seed PS Liquidation Preference, the holders of shares of the common stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, or, in the case of a Deemed Liquidation Event, the holders of shares of common stock shall be entitled to be paid out of the consideration payable to stockholders or out of the Available Proceeds in an amount equal to approximately $0.0117 per share (the “Common Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after satisfaction of the Seed PS Liquidation Preference, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of common stock the full amount to which they shall be entitled under the Common Stock Liquidation Amount, the holders of shares of common stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any liquidation, dissolution or winding up of the Company, after the payment in full of the Seed PS Liquidation Preference and the Common Stock Liquidation Amount the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of preferred pursuant to the Seed PS Liquidation Preference and the holders of shares of common stock pursuant to the Common Stock Liquidation Amount or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of the shares of preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of the Company. f. Deemed Liquidation Event Deemed Liquidation Events are defined as (1) a merger or consolidation, (2) the sale, lease, transfer, exclusive license or other disposition, whether in a single or series of related transactions, of substantially all the assets of the Company taken as a whole, (3) the sale or transfer by the Company or its stockholders of more than 50% of the voting power of the Company in a single or series of related transactions other than in a transaction or series of transactions effected by the Company primarily for financing purposes. In the event of a Deemed Liquidation Event involving a consolidation or a transfer of substantially all the assets of the Company, if the Company does not effect a dissolution of the Company under the law within ninety (90) days after such Deemed Liquidation Event, then (i) the Company shall send a written notice to each holder of preferred stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of preferred stock, and (iii) if the holders of at least a majority of the then outstanding shares of preferred stock so request in a written instrument delivered to the Company not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Company shall use the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (“Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of preferred stock in accordance with the liquidation preference noted below. If the Deemed Liquidation Event results in a liquidation, dissolution, or winding up of the Company, the consideration shall be allocated to the preferred and common stockholders in accordance with the terms of the Certificate of Incorporation applicable to the respective liquidation event. The preferred stockholders, through their representation on the Board of Directors, Deemed Liquidation Event provisions, and liquidation and dissolution provisions, could elect to liquidate the Company in a Deemed Liquidation Event, where net cash settlement could be required pursuant to the articles of the Certificate of Incorporation and therefore, redemption of the preferred stock would be considered outside of the Company’s control and its common stockholders. While the Certificate of Incorporation states that preferred stockholders and common stockholders are entitled to be paid out of the consideration payable or out of Available Proceeds, holders of each class of shares may not always be entitled to the same form of consideration. The preferred stockholders could force the preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company. Consequently, the preferred stock has been classified in Mezzanine Equity. |
TLG Acquisition One Corp | |
Temporary Equity [Line Items] | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 7,948,405 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of June 30, 2023 and December 31, 2022, the Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units is recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 400,000,000 Plus: Accretion on Class A common stock subject to possible redemption amount 4,101,927 Less: Redemption of Class A common stock subject to possible redemption amount (324,362,141) Class A common stock subject to possible redemption, as of December 31, 2022 79,739,786 Plus: Accretion on Class A common stock subject to possible redemption amount 1,874,987 Class A common stock subject to possible redemption, as of March 31, 2023 $ 81,614,773 Plus: Waiver of Class A share issuance costs 13,141,800 Less: Accretion on Class A common stock subject to possible redemption amount (11,294,932) Class A common stock subject to possible redemption, as of June 30, 2023 $ 83,461,641 The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 7,948,405 and 40,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 $ 400,000,000 Accretion on Class A common stock subject to possible redemption amount 4,101,927 Redemption of Class A common stock subject to possible redemption amount (324,362,141) Class A common stock subject to possible redemption, as of December 31, 2022 $ 79,739,786 |
S-4 Stockholders' Deficit
S-4 Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
TLG Acquisition One Corp | |
Class of Stock [Line Items] | |
Stockholders' Deficit | Stockholders’ Deficit Preferred Stock -The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board. As of June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock -The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were 7,948,405 shares of Class A common stock issued and outstanding. All shares subject to possible redemption have been classified as temporary equity (see Note 6). Class F Common Stock -The Company is authorized to issue 20,000,000 shares of Class F common stock with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were 5,000,000 and 10,000,000 shares of Class F common stock outstanding, after giving retrospective application of the stock dividend as discussed in Note 4, retrospectively. Of the 10,000,000 shares of Class F common stock initially issued, up to 1,250,000 shares of Class F common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 shares of Class F common stock are no longer subject to forfeiture. On January 30, 2023, in connection with the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled. The Forfeiture occurred. The Amended and Restated Certificate of Incorporation provides that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the Amended and Restated Certificate of Incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the New York Stock Exchange then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Preferred Stock -The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock -The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 7,948,405 and 40,000,000 shares of Class A common stock issued and outstanding, respectively. All shares subject to possible redemption have been classified as temporary equity (see Note 6). Class F Common Stock -The Company is authorized to issue 20,000,000 shares of Class F common stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 10,000,000 shares of Class F common stock outstanding, after giving retrospective application of the stock dividend as discussed in Note 4. Of the 10,000,000 shares of Class F common stock outstanding at December 31, 2020, up to 1,250,000 shares of Class F common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 shares of Class F common stock are no longer subject to forfeiture. The Amended and Restated Certificate of Incorporation provides that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the Amended and Restated Certificate of Incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the New York Stock Exchange then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted basis 20% of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. |
S-4 Warrants
S-4 Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liability Disclosure [Line Items] | |
Warrants | Warrants The Company uses the guidance in ASC 480 to determine its accounting for warrants. The valuation of the warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of June 30: 2023 2022 Term 0.08 - 2.0 years 2.0 years Risk-free interest rate 4.8% - 5.2% 2.9% Volatility 65% - 75% 110% a. Common Stock Common stock warrants allow the holder to purchase common stock. The common stock warrants are classified as liabilities under ASC 480 as they have the right to purchase shares of common stock of the Company for a variable number of shares. In connection with the issuance of certain SAFE notes in 2021, the Company contemporaneously issued warrants to purchase shares of common stock. These warrants are exercisable any time after issuance and have a life of 2 years from the date of issuance. These warrants provide the respective SAFE investors with the ability to obtain a variable number of shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. The Company recorded the warrants as a liability under ASC 480 and re-measured the fair value at the end of the reporting period, with changes in fair value reported in operations. As of June 30, 2023 and December 31, 2022, the fair value of the common stock warrants was $4,818,186 and $14,114,411, respectively. Decrease in the fair value of warrants to purchase shares of common stock as of June 30, 2023 was primarily the result of the fair value of equity in an IPO scenario based on estimated SPAC proceeds of $275 million and discounted to present value, as compared to prior valuations which considered $495 million of estimated SPAC proceeds, as well as reduced remaining time value until the warrants expire. During the three and six months ended June 30, 2023 and 2022, none of the common stock warrants were exercised. As of June 30, 2023, the common stock warrants were convertible into 371,468,806 shares of common stock. For the three months ended June 30, 2023 and 2022, the Company recorded a gain of $10,510,256 and a loss of $6,739,675, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded a gain of $9,296,225 and a loss of $7,163,583, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for common stock warrants. b. Pre-2023 Preferred Stock Preferred stock warrants allow the holder to purchase Seed Preferred stock. The preferred stock warrants are classified as liabilities under ASC 480 as the underlying shares into which the warrant is exercisable are contingently redeemable and classified as mezzanine equity. During June 2019, the Company issued warrants to purchase shares of its Seed Preferred stock to existing investors for assistance in fundraising. The warrants were exercisable any time after issuance and had a life of 3 years from the date of issuance. As of June 30, 2023 and December 31, 2022, there were no remaining warrants outstanding to purchase shares of Seed Preferred stock. During the three and six months ended June 30, 2023, there were no preferred stock warrants exercised. During the three and six months ended June 30, 2022, warrants were exercised and 80,792,496 shares of Seed Preferred stock were issued. For the three months ended June 30, 2023 and 2022, the Company recorded losses of zero and $2,923,134, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded losses of zero and $3,515,845, respectively, within fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for preferred stock warrants and expired warrants. During 2022, the number of shares of Seed Preferred stock to be received upon exercise of warrants was variable, changing based upon the number of shares of common stock then issued and issuable upon conversion of Seed Preferred. There was no Seed Preferred stock issuable under warrants as of June 30, 2023. |
TLG Acquisition One Corp | |
Warrant Liability Disclosure [Line Items] | |
Warrants | Warrants As of June 30, 2023 and December 31, 2022, the Company had 13,333,333 Public Warrants and 6,666,667 Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, RBC or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, RBC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of December 31, 2022 and 2021, the Company had 13,333,333 Public Warrants and 6,666,667 Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, RBC or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, RBC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
S-4 Fair Value Measurements
S-4 Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurements | Fair Value As of June 30, 2023 and December 31, 2022, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments. See Notes 5 and 11 for disclosures related to the decline in fair value of SAFE notes and common stock warrant liabilities that resulted in unrealized fair value adjustment gains recognized in other expense (income) in the condensed consolidated statements of operations for the three and six months ended June 30, 2023. The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2023: Common Stock SAFE Notes Total Balance at December 31, 2022 $ 14,114,411 $ 51,600,000 $ 65,714,411 Changes in fair value included in operations (9,296,225) (16,490,000) (25,786,225) Balance at June 30, 2023 $ 4,818,186 $ 35,110,000 $ 39,928,186 The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2022: Preferred Stock Common Stock SAFE Notes Total Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Changes in fair value included in operations 3,515,845 7,163,583 16,279,000 26,958,428 Warrants exercised (9,932,991) — — (9,932,991) Balance at June 30, 2022 $ — $ 13,666,121 $ 47,277,000 $ 60,943,121 There were no transfers into or out of Level 3 financial instruments during the six months ended June 30, 2023 and 2022. instruments that were measured at fair value using Level 3 inputs on a recurring basis for the years ended December 31, 2022 and 2021: Preferred Stock Common Stock SAFE Notes Total Balance at January 1, 2021 $ 1,570,433 $ — $ — $ 1,570,433 Cash received — — 25,206,788 25,206,788 Changes in fair value included in operations 9,649,489 6,502,538 5,791,212 21,943,239 Warrants exercised (4,802,776) — — (4,802,776) Warrants expired — — — — Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Cash received — — — — Changes in fair value included in operations 3,515,845 7,611,873 20,602,000 31,729,718 Warrants exercised (9,932,991) — — (9,932,991) Balance at December 31, 2022 $ — $ 14,114,411 $ 51,600,000 $ 65,714,411 There were no transfers into or out of Level 3 financial instruments during the years ended December 31, 2022 and 2021. |
TLG Acquisition One Corp | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurements | Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ — $ 533,330 $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ — Working capital loan - related party $ — $ — $ 5,408,857 December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ — Working capital loan - related party $ — $ — $ 2,330,370 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 to a Level 2 on January 1, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. During the three months ended June 30, 2023 the Public warrants were transferred to a level 2 from a level 1 due to lack of trading activity.There were no other transfers between levels of the hierarchy for the three and six months ended June 30, 2023 and the year ended December 31, 2022. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. Level 1 liabilities include Public Warrants which are recognized at fair value based on the listed price in an active market for such warrants. The fair value of the Public Warrants and Private Placement Warrants was initially measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants. The estimated fair value of the Private Placement Warrants, prior to being a Level 2 measurement, is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Up to $1.5 million in outstanding principal of the Working Capital Loan may be converted, at the lender’s option, into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. The Company has elected the fair value option to account for the borrowings under the Working Capital Loan. The fair value of the working capital loan was estimated utilizing discounted cash flow techniques and a Black-Scholes option model assuming the warrants as the underlying. The traded price of the Public Warrants as of each measurement date was used as a proxy for the underlying warrant price. The time to maturity was estimated based on management’s estimated time to close a Business Combination. The volatility was derived from the traded prices of the Public Warrants. The discounted value of the loan host is based on observable high yield rates and management’s estimated probability of closing a Business Combination. As of June 30, 2023 and December 31, 2022, all funds in the Trust Account were held as cash. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, December 31, Working Capital Loan: Warrant price $ 0.04 $ 0.04 Volatility 0.01 % 0.01 % Risk-free rate 3.52 % 3.99 % Discount rate 13.80 % 15.76 % Probability of Business Combination 80.00 % 80.00 % Term (years) 0.25 0.25 The change in the fair value of Level 3 liabilities for the three and six months ended June 30, 2023 is summarized as follows: Working Level 3 - Instruments December 31, 2022 $ 2,330,370 Borrowings of working capital loan - related party 2,025,000 Change in fair value of working capital loan - related party (457,919) Level 3 - Instruments at March 31, 2023 $ 3,897,451 Borrowings of working capital loan - related party $ 1,940,000 Change in fair value of working capital loan - related party (428,594) Level 3 - Instruments at June 30, 2023 $ 5,408,857 The change in the fair value of Level 3 derivative warrant liabilities for the three and six months ended June 30, 2022 is summarized as follows: Derivative Working Capital Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330) — Change in fair value of derivative warrant liabilities (10,200,000) — Working capital loan - related party — 920,000 Level 3 - Instruments December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670) — Working capital loan - related party — 1,400,000 Level 3 - Instruments at March 31, 2022 — 2,320,000 Working capital loan - related party — 500,000 Level 3 - Instruments at June 30, 2022 $ — $ 2,820,000 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ Working Capital Loan - related party $ — $ — $ 2,330,370 December 31, 2021: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,933,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 3,666,670 Working Capital loan - related party $ — $ — $ 920,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 to a Level 2 on January 1, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. There were no other transfers between levels of the hierarchy for the years ended December 31, 2022 and 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities, as of December 31, 2021. The initial fair value of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants has subsequently been determined by reference to the observable trading price of the Public Warrants, when classified as a Level 2 measurement. The estimated fair value of the Private Placement Warrants, prior to being a Level 2 measurement, was determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Up to $1.5 million in outstanding principal of the Working Capital Loan may be converted, at the lender’s option, into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. The Company has elected the fair value option to account for the borrowings under the Working Capital Loan. The fair value of the working capital loan was estimated utilizing discounted cash flow techniques and a Black-Scholes option model assuming the warrants as the underlying. The traded price of the Public Warrants as of each measurement date was used as a proxy for the underlying warrant price. The time to maturity was estimated based on management’s estimated time to close a Business Combination. The volatility was derived from the traded prices of the Public Warrants. The discounted value of the loan host is based on observable high yield rates and management’s estimated probability of closing a Business Combination. As of December 31, 2022, all funds in the Trust Account are held as cash. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, Derivative Warrant Liabilities: Exercise price $ 11.50 Stock price $ 9.73 Term (years) 5 Volatility 10.5 % Risk-free rate 1.44 % December 31, December 31, Working Capital Loan: Warrant price $ 0.04 $ 0.55 Volatility 0.01 % 9.00 % Risk-free rate 3.99 % 1.37 % Discount rate 15.76 % 7.96 % Probability of Business Combination 80.00 % 100.00 % Term (years) 0.25 1.00 The change in the fair value of Level 3 derivative warrant liabilities for the years ended December 31, 2022 and 2021, is summarized as follows: Derivative Working Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330) — Change in fair value of derivative warrant liabilities (10,200,000) — Borrowings of working capital loan - related party — 920,000 Level 3 - Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670) — Borrowings of working capital loan - related party — 2,100,000 Change in fair value of working capital loan - related party — (689,630) Level 3 - Instruments at December 31, 2022 — 2,330,370 |
S-4 Income Taxes
S-4 Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes The Company did not incur income tax expense for the three or six months ended June 30, 2023 and 2022. Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized. The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of June 30, 2023 and December 31, 2022. The loss before income taxes consisted of the following for the years ended: December 31, 2022 2021 United States $ (52,349,259) $ (35,758,403) Foreign — 5,164 Loss before income taxes $ (52,349,259) $ (35,753,239) The Company did not incur income tax expense for the years ended December 31, 2022 and 2021. The difference between actual tax expense and the tax expense which would be expected by applying the federal statutory rate of 21 percent to the loss before income taxes is primarily due to the following for the years ended December 31: 2022 2021 Income tax at federal statutory rate $ (10,993,344) $ (7,508,180) State income tax, net of federal income tax impact 1,027 (686,317) Valuation allowance change 5,650,994 2,979,251 Warrant liabilities 2,336,820 3,391,926 Fair value adjustments—SAFE notes 4,326,420 1,216,155 Other (1,321,917) 607,165 Income tax expense $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effect of the significant components of the Company’s deferred tax assets and liabilities consist of the following as of: December 31, 2022 2021 Net operating loss carryforwards $ 10,291,943 $ 6,079,301 Stock compensation 493,494 437,598 Warranty reserve 235,025 279,992 Lease liability 679,384 — Research and development costs 837,640 — Research and development credit carryforwards 368,939 — Inventory reserve 275,858 — Accrued expenses 255,189 — Other, net 47,874 122,048 Total deferred tax assets 13,485,346 6,918,939 Right-of-use asset (915,413) — Total deferred tax liabilities (915,413) — Less: Valuation allowance (12,569,933) (6,918,939) Net deferred tax asset $ — $ — As of December 31, 2022 and 2021, the Company has federal net operating loss carryforwards of $37,102,613 and $22,499,629, respectively, and state net operating loss carryforwards of $37,074,648 and $20,472,559, respectively. Portions of these carryforwards will begin to expire in 2034; federal net operating loss carryforwards generated in 2018 and forward will not expire. Pursuant to Section 382 of the Internal Revenue Code, the utilization of the Company’s federal net operating loss carryforwards may be limited in the event it is determined a cumulative change in ownership of more than 50% occurs within a three-year period. The Company is subject to taxation in the United States and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examinations by taxing authorities in these jurisdictions. For U.S. federal purposes, tax years 2018 and forward remain subject to examination, and for state income tax purposes, tax years 2017 and forward remain subject to examination. The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of December 31, 2022 and 2021. On March 27, 2020, the CARES Act was signed into law in response to the COVID-19 pandemic. The CARES Act provides numerous tax provisions and stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the impact of the CARES Act, and it did not have a material impact on the Company’s consolidated financial statements. |
TLG Acquisition One Corp | |
Income Tax Contingency [Line Items] | |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. Income tax expense for the years ended December 31, 2022 and 2021 was approximately $1.1 million and $0, respectively. The income tax provision (benefit) consists of the following: December 31, December 31, Current Federal $ 1,055,679 $ — State — — Deferred Federal (348,546) (1,572,412) State — — Valuation allowance 348,546 1,572,412 Income tax provision $ 1,055,679 $ — The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Start-up/Organization costs $ 708,381 $ 926,801 Net operating loss carryforwards — 645,611 Total deferred tax assets 708,381 1,572,412 Valuation allowance (708,381) (1,572,412) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2022 and 2021, the valuation allowance was approximately $708,000 and $1.6 million, respectively. There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (19.0) % (28.0) % Transaction costs allocated to derivative warrant liabilities 0.0 % 1.7 % Merger costs 5.0 % (3.4) % Change in valuation allowance 3.2 % 8.8 % Income Taxes Benefit 10.2 % 0.0 % |
S-4 Subsequent Events
S-4 Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Event [Line Items] | |
Subsequent Events | Subsequent Events The Company has evaluated all subsequent events through August 11, 2023, the date the condensed consolidated financial statements were available to be issued and noted the following items requiring disclosure. Subsequent to June 30, 2023, through the date of this report, the Company issued 5,775,000 shares of common stock from stock option exercises in exchange for $38,548. With respect to subscription agreements signed in June 2023, $7.1 million of a total of $18.1 million of Pre-Closing Financings was received from the SPAC Executive in the amount of $4.5 million and from other investors in the amount of $2.6 million on July 12, 2023 ($1.0 million) and July 13, 2023 ($6.1 million). On July 12, 2023, related to the merger agreement described in Note 1, the SEC declared the S-4 effective. The Business Combination closed on July 31, 2023 and the newly merged public entity, Electriq Power Holdings, Inc., began trading on the New York Stock Exchange on August 1, 2023 under the ticker symbol ELIQ. At the merger closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of TLG Class A common stock by public stockholders of TLG: • each share of Electriq common stock issued and outstanding immediately prior to the Closing (excluding shares owned by Electriq or any of its direct or indirect wholly-owned subsidiaries as treasury stock or by TLG) was cancelled and converted into the right to receive a number of shares of TLG Class A common stock equal to one (1) multiplied by the Exchange Ratio (as defined in the S-4); • each share of Electriq cumulative mandatorily redeemable Series B preferred stock issued and outstanding immediately prior to the Closing was cancelled and converted into the right to receive a number of shares of TLG preferred stock equal to one (1) multiplied by the Exchange Ratio; • each outstanding vested and unvested Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of Class A common stock equal to (a) the product of the number of shares of Electriq common stock underlying such Electriq stock option immediately prior to the Closing multiplied by the Exchange Ratio at an exercise price per share equal to the quotient obtained by dividing (A) the exercise price per share of Electriq common stock underlying such Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio; and • the Lawrie Notes (as defined in the S-4) converted into equity securities of TLG in accordance with the terms of the Notes Conversion Agreement. On July 23, 2023, TLG and Electriq entered into an agreement (the “Forward Purchase Agreement”) with (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased 3,534,492 shares of TLG common stock from third parties through a broker in the open market (“Recycled Shares”). On July 31, 2023, 251,194 additional shares of New Electriq common stock were issued to Seller pursuant to the terms of the FPA Funding Amount PIPE Subscription Agreement entered into in connection with the Closing. The Forward Purchase Agreement provides that $3,000,000 (the “Prepayment Shortfall”) will be paid by Seller to TLG not later than one The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the Number of Shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as defined in Section 9.2(a) of the Amended and Restated Certificate of Incorporation of TLG in effect prior to consummation of the Business Combination, as amended, less (y) the Prepayment Shortfall. TLG paid to Seller separately the Prepayment Amount required under the Forward Purchase Agreement directly from TLG’s Trust Account maintained by Continental Stock Transfer and Trust Company that held the net proceeds of the sale of the units in TLG’s IPO and the sale of private placement warrants (the “Trust Account”), except that to the extent the Prepayment Amount payable to Seller is to be paid from the purchase of Additional Shares by Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will be netted against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares for its Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount. The Company expects to account for the Forward Purchase Agreement as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statements of operations. The ability of the Company to receive any of the proceeds from the Forward Purchase Agreement is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract derivative on the date of the Closing, with amounts included in net loss as a change in fair value of forward purchase contract derivative. The estimated fair value of the forward purchase contract derivative was calculated using a Black Scholes option pricing model and used significant assumptions including the risk free rate and volatility. Given the limited trading history of the Company, the Company utilized the volatility of peer group of public companies. Future estimates of trading prices were based on volatility assumptions that impact the estimated share price and Meteora’s corresponding sales in the open market. The Company has evaluated all subsequent events through March 6, 2023, the date the consolidated financial statements were available to be issued and noted the following items requiring disclosure. Subsequent to December 31, 2022, through the date of this report, the Company issued 937,500 shares of common stock in exchange for $5,625 . |
TLG Acquisition One Corp | |
Subsequent Event [Line Items] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheets date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On July 23, 2023, TLG and Electriq entered into an agreement (the “Forward Purchase Agreement”) with (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased 3,534,492 shares of Class A common stock (the “Shares”) from third parties through a broker in the open market. On July 31, 2023, 251,194 additional Shares were issued to Seller pursuant to the terms of the FPA Funding Amount PIPE Subscription Agreement entered into in connection with the closing of the Business Combination On July 27, 2023, the Company borrowed $217,000 against the Working Capital Loan. Immediately prior to the closing of the Business Combination, the total amount borrowed against the Working Capital Loan was 7.2 million approximately. On July 25, 2023, TLG held a special meeting of its stockholders (the “Special Meeting”), at which TLG’s stockholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement filed by TLG with the SEC on July 12, 2023 (the “Proxy Statement/Consent Solicitation/Prospectus”), including, among other things, the adoption of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the Business Combination. On the Closing Date, the Business Combination, including the Merger, was completed (the “Closing”). In connection with the Closing, the registrant changed its name from TLG Acquisition One Corp. to Electriq Power Holdings, Inc. In connection with the Closing, the Sponsor (i) relinquished and canceled, for no consideration, an additional 3,270,652 shares of its TLG Class F common stock and all of the 4,666,667 private placement warrants that it received in connection with TLG’s initial public offering and (ii) converted all of the working capital loans into approximately 756,635 shares of TLG common stock, 378,318 shares of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. On August 1, 2023, the Company’s Class A common stock began trading on the NYSE under the symbol “ELIQ” and the Company’s warrants to purchase the Company’s Class A common stock began trading on the NYSE American under the symbol “ELIQ WS.” The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the consolidated financial statements. In connection with the Extension, the Sponsor agreed that it would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled. The Forfeiture occurred on January 30, 2023. In January 2023, the Company drew an additional $900,000 on the Working Capital Loan. On January 30, 2023, the Company deposited $476,904 into the Trust Account in order to extend the business combination deadline from February 1, 2023 to March 1, 2023. In February 2023, the Company drew an additional $500,000 on the Working Capital Loan. |
10-Q Organization and Descripti
10-Q Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Electriq Power, Inc. (“Electriq,” “Electriq Power,” or the “Company,”) is a leading energy solutions provider that designs, develops, manages, delivers and services integrated energy storage systems for residential applications primarily in North America. Electriq Power was formed as a Delaware Corporation in August 2014. The Company sells its integrated energy storage systems through a network of channel partners, including solar and electrical distributors and installation companies, utility companies, municipalities, community choice aggregators and homebuilders, as well as through partnerships with large strategic corporations where they rebrand the Company’s products (“white-label”). Electriq’s wholly owned subsidiaries are Electriq Power Labs, Inc., formed in Canada in June 2016 and closed in January 2021, EIQP Limited, formed in Hong Kong in December 2016 and closed in July 2021, Parlier Home Solar, LLC, formed in California in April 2021, and Santa Barbara Home Power Program, LLC, formed in California in September 2022. Electriq has an 80% owned subsidiary, Electriq Microgrid Services LLC, formed in Delaware in May 2022. On November 13, 2022, the Company entered into a Merger Agreement, which was amended by the First Amendment to Merger Agreement dated December 23, 2022, the Second Amendment to Merger Agreement dated March 22, 2023 and the Third Amendment to Merger Agreement dated June 8, 2023 (the “Merger Agreement”), with a publicly-traded special purpose acquisition company (“SPAC”), TLG Acquisition One Corp. (“TLG”). Following completion of the contemplated transactions by the Merger Agreement (the “Business Combination”), the separate corporate existence of the Company will cease and the Company equity holders will become equity holders of TLG, which will change its name to Electriq Power Holdings, Inc. and will be led by existing Company management. The Business Combination will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, TLG will be treated as the “acquired” company and the Company as the “accounting acquirer” for financial reporting purposes. The transaction Business Combination closed on July 31, 2023. See Note 14. The Third Amendment to Merger Agreement includes references to the following Private Capital Raise: As conditions to closing, the Merger Agreement requires that: (i) within 72 hours after TLG receives comments from the Securities and Exchange Commission (the “SEC”) on Amendment No. 3 to TLG’s Registration Statement on Form S-4 (the “S-4”), the Company shall receive net cash proceeds of at least $3,000,000 from the sale of equity securities to an executive of TLG (“SPAC Executive”) and net cash proceeds of at least $3,000,000 from the sale of equity securities to third parties, and within 24 hours after the SEC declares the S-4 effective, the Company shall receive net cash proceeds of at least $4,500,000 from the sale of equity securities to the SPAC Executive and net cash proceeds of at least $1,500,000 from the sale of equity securities to third parties; (ii) the Company shall have converted an aggregate amount of $10,130,000, including accrued interest, of Shareholder Notes (as defined in the Merger Agreement) from management or significant equity investors that are currently included in loans payable into equity securities of the Company; and (iii) TLG or the Company shall have received net cash proceeds from the sale of equity securities to the SPAC Executive of at least $5,000,000 and net cash proceeds from the sale of equity securities to third parties of at least $1,500,000. See further discussion in Notes 5, 8 and 10. As disclosed in Note 5, on June 8, 2023, certain notes conversion agreements (the “Notes Conversion Agreement”) were executed between the Company and various noteholders whereby the noteholders have agreed that the currently outstanding aggregate principal amounts of existing notes of the Company to those noteholders (the “Notes”), included in loans payable, totaling approximately $7.8 million, and all accrued but unpaid interest on the Notes of approximately $2.3 million shall automatically convert into securities of the Company, upon the execution of the Notes Conversion Agreements. As disclosed in Notes 8 and 10, with respect to subscription agreements signed in June 2023, including the $18.1 million of Pre-Closing Financings (as defined in the S-4), a total of $11.0 million of Pre-Closing Financings was received through June 30, 2023 from the SPAC Executive in the amount of $5.5 million and from other investors in the amount of $5.5 million, including $3.0 million each received from the SPAC Executive and from other investors, respectively, on June 23, 2023 and $2.5 million each received from the SPAC Executive and from other investors, respectively, earlier in June 2023. The remaining $7.1 million of the Pre-Closing Financings was received subsequent to June 30, 2023, in July 2023, after the SEC declared the S-4 effective with $4.5 million received from the SPAC Executive and $2.6 million received from other investors. See Note 14 for a subsequent events update. The Company’s fiscal year begins on January 1 and ends on December 31. Electriq Power, Inc. (“Electriq,” “Electriq Power,” or the “Company,”) is a leading energy solutions provider that designs, develops, manages, delivers and services integrated energy storage systems for residential applications primarily in North America. Electriq Power was formed as a Delaware Corporation in August 2014. The Company sells its integrated energy storage systems through a network of channel partners, including solar and electrical distributors and installation companies, utility companies, municipalities, community choice aggregators and homebuilders, as well as through partnerships with large strategic corporations where they rebrand the Company’s products (“white-label”). Electriq’s wholly owned subsidiaries are Electriq Power Labs, Inc., formed in Canada in June 2016 and closed in January 2021, EIQP Limited, formed in Hong Kong in December 2016 and closed in July 2021, Parlier Home Solar, LLC, formed in California in April 2021, and Santa Barbara Home Power Program, LLC, formed in California in September 2022. Electrtiq has an 80% owned subsidiary, Electriq Microgrid Services LLC, formed in Delaware in May 2022. On November 13, 2022, the Company entered into a merger agreement with a publicly-traded special purpose acquisition company (“SPAC”), TLG Acquisition One Corp. (“TLG”). If the transactions contemplated by the merger agreement are completed, the separate corporate existence of the Company will cease and the Company equity holders will become equity holders of the SPAC, which will change its name to Electriq Power Holdings, Inc. and will be led by existing Company management. The business combination would be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, TLG will be treated as the “acquired” company and the Company as the “accounting acquirer” for financial reporting purposes. The transaction is expected to close during the first half of 2023 and remains subject to customary closing conditions, approval by the SPAC stockholders and regulatory approvals. The Company’s fiscal year begins on January 1 and ends on December 31. |
10-Q Summary of Significant Acc
10-Q Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Reporting The condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and pursuant to the rules and regulations of the SEC. In the opinion of management, the information furnished herein reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Results for interim periods should not be considered indicative of results for the full year. The Unaudited Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements and should be read in conjunction with the Notes to Consolidated Financial Statements which appear herein. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. Through June 30, 2023, the Company has incurred recurring losses from operations and negative operating cash flows, and as of June 30, 2023 has recorded an accumulated deficit and a working capital deficit of $98,504,784 and $25,861,351, respectively. In December 2022, the Company received a notice from its major customer, Kohler Co. (“White-Label Provider”), of its intent to terminate its contract. While the Company has continuously asserted that it has not breached the agreement, on May 19, 2023, it entered into a settlement with the customer. As a result, the Company experienced a significant decline in revenue during the three and six months ended June 30, 2023, which is consistent with its revised forecast for the year ending December 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon improving its profitability through the introduction of new products and service offerings, including the successful execution of its sustainable communities network and microgrid offerings from customer agreements entered into in 2022 and 2023, as well as the continuing financial support from its stockholders or other debt or capital sources. The Company is currently evaluating strategies to obtain the additional required funding in 2023 for its future operations. These strategies include, but are not limited to, obtaining equity financing, issuing debt or entering into financing arrangements. For example, as reflected in Note 1, funds received as part of the Pre-Closing Financings and Notes Conversion Agreements. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities and reported expenses that may result if the Company is not able to continue as a going concern. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties. Comprehensive Loss The Company applies Accounting Standards Codification Topic (“ASC”) Topic 220 (Reporting Comprehensive Income) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the three and six months ended June 30, 2023 and 2022, the Company had no unrealized gains or losses. Segment Information ASC 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. During the three and six months ended June 30, 2023 and 2022, the Company sold its integrated energy storage systems through its partners and operated as one segment. Therefore, the consolidated information disclosed herein also represents all the financial information related to the Company’s operating segment. Inventory Inventory consists entirely of finished goods. The Company’s reserve for inventory obsolescence and slow-moving items was $1,348,621 and $976,881 as of June 30, 2023 and December 31, 2022, respectively. Inventory deposits consist of prepayments to vendors to secure an adequate supply of required future inventory purchases for a limited period of time, as needed. Associated with the settlement with the White-Label Provider, as described in Note 7, during the three months ended June 30, 2023, the Company wrote-off $2,657,281 of specific White-Label Provider related inventory deposits, resulting in a one-time charge to other expense, net, as when the inventory is returned, as per the settlement agreement, the Company will no longer be able to utilize the deposits. Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of our installed energy storage solutions was $4,658 and $287,222 in the three months ended June 30, 2023 and 2022, respectively, and $27,185 and $327,782 in the six months ended June 30, 2023 and 2022, respectively, and is included in product net revenue. See Note 3. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. On March 13, 2023, the Company entered into a multi-year agreement with EverBright, LLC, a subsidiary of a major U.S. clean-energy company to provide the Company financing to support the implementation of sustainable community networks throughout California. The provider company, founded by one of the largest investors in clean energy infrastructure, provides a platform that designs, proposes and finances solar and energy storage projects nationwide. The agreement provides the Company with the exclusive right to install systems for the first 8,000 customers that execute qualifying power purchase agreements under the sustainable community networks program. Following the 30 month anniversary of the arrangement, either party may terminate this agreement upon 60 days prior notice to the other party. The agreement provides that the Company will design and propose systems for approval by the clean-energy company based upon customer agreements with each customer. Upon approval by the clean-energy company, each system is then installed by the Company at a purchase price specified in the agreement, with the clean-energy company, as the purchaser of the system, making progress payments to the Company after achievement of certain milestones. The Company’s providers’ expertise in the energy sector and their software platform will enable the Company to jointly provide potential grid services and expand access to more communities. This arrangement includes multiple performance obligations, including installed systems, grid services and software license revenues. Revenue from installed systems will be recognized over time following the output method, as systems are installed after control has transferred to the customer. Grid services revenue will be recognized over time as the services are performed. Software license revenue is not significant to the arrangement. There were no revenues generated on this arrangement during the three and six months ended June 30, 2023 or in any prior periods. The Company is currently in the project qualification approval and installation stages of implementation for several residential customers in Santa Barbara, California, and expects to begin recognizing revenue on this arrangement in the three months ending September 30, 2023. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. Contract costs As a practical expedient, the Company expenses as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and are recorded within sales and marketing expense in the Company’s condensed consolidated statements of operations. Net Income (Loss) Per Share The Company accounts for net income (loss) per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net income (loss) per share attributable to common stockholders was calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock as the holders of such preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net income (loss) per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, convertible debt, SAFE notes, cumulative mandatorily redeemable Series B preferred stock and warrants to purchase pre-2023 convertible preferred stock and common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders for periods reported prior to June 30, 2023, as their effect was anti-dilutive in those prior periods. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and six months ended June 30, 2022. The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the three and six months ended June 30: 2022 Stock options 127,414,568 Common stock warrants 238,920,875 Pre-2023 Convertible preferred stock 2,576,042,979 Total 2,942,378,422 The Company reported net income attributable to common stockholders for the three and six months ended June 30, 2023. The following reconciles the weighted average number of shares of common stock outstanding—basic to the weighted average number of shares of common stock outstanding—diluted, as used in the calculation of net income per share attributable to common stockholders—basic and diluted in the Company’s condensed consolidated statements of operations: Three months ended June 30, 2023 Six months ended June 30, 2023 Weighted average number of shares of common shares outstanding—basic 292,800,860 257,334,845 Stock options 106,085,533 109,746,272 Cumulative mandatorily redeemable Series B preferred stock 144,541,189 144,541,189 Common stock warrants 37,281,342 61,120,073 Pre-2023 Convertible preferred stock 2,576,042,979 2,576,042,979 Weighted average number of shares of common stock outstanding—diluted 3,156,751,903 3,148,785,358 Construction in Process The Company accounts for assets under development for future revenue generation as part of construction in process. These systems take up to three months to construct in a steady state, from start to finish, up to the receipt of a “permission-to-operate” (“PTO”) a system that is required in order to start billing a customer for services to be provided. These assets will be placed in service to begin depreciation once a completed PTO is received. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements. The Company expects it would qualify as an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Basis of Reporting The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Electriq Power, Inc., its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. The functional currency of the Company’s foreign subsidiaries is their local reporting currency. Those assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of translation adjustments were not material. Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. Through December 31, 2022, the Company has incurred recurring losses from operations and negative operating cash flows, and as of December 31, 2022 has recorded an accumulated deficit and a working capital deficit of $104,993,411 and $59,761,147 , respectively. In December 2022, the Company received a notice from its major customer of its intent to terminate their contract. See Note 3 for additional details. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon improving its profitability through the introduction of new products and service offerings, including the successful execution of its sustainable communities network and microgrid offerings from customer agreements entered into in 2022, as well as the continuing financial support from its shareholders or other debt or capital sources. The Company is currently evaluating strategies to obtain the required funding for future operations. These strategies include, but are not limited to, obtaining equity financing, issuing debt or entering into financing arrangements. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities and reported expenses that may result if the Company is not able to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; SAFE notes; convertible notes; income taxes; and reserves for warranties. Comprehensive Loss The Company applies ASC Topic 220 (“Reporting Comprehensive Income”) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the years ended December 31, 2022 and 2021, the Company had no unrealized gains or losses. Segment Information Accounting Standards Codification Topic (“ASC”) 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. During the years ended December 31, 2022 and 2021, the Company sold its integrated energy storage systems through its partners and operated as one segment. Therefore, the consolidated information disclosed herein also represents all the financial information related to the Company’s operating segment. Trade Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable, historical bad debts loss rate experience and expectations of forward looking estimates. Accounts receivable balances are written off against the allowance upon management’s determination such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes credit risks on accounts receivable will not be material to the financial position of the Company or its results of operations. The allowance for doubtful accounts was $30,429 and $206,124 as of December 31, 2022 and 2021, respectively. The Company recorded a net credit in the provision for expected credit losses and write-offs charged against the allowance of $15,806 and $159,889, respectively, in the year ended December 31, 2022. Customary terms generally require payment within 30 days and, for certain customers, deposits may be required in advance of shipment. Inventory Inventory is stated at lower of weighted average cost or net realizable value. On an on-going basis, inventory is evaluated for obsolescence and slow-moving items. If the Company’s review indicates a reduction in utility below carrying value, inventory is reduced to a new cost basis. Cost includes components used in the assembly process, inbound costs, labor and overhead. Inventory consists entirely of finished goods. The Company’s reserve for inventory obsolescence and slow-moving items increased from zero as of December 31, 2021 to $976,881 as of December 31, 2022 primarily due to a one-time reserve for enclosures that we have procured for a major customer, which rebrands and sells our product as white-label with its own branded enclosures, who provided notice of its intent to terminate its contract. Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the year ended December 31, 2022, the Company recognized $1,151,760 of revenue under bill-and-hold arrangements with a customer. The customer requested that the Company keep the products in its custody due to lack of sufficient storage capacity at the customer’s facility. The material was assembled in customer specific enclosures and palletized in the Company’s warehouse. The Company did not have the ability to use the product or direct its use to another customer, as it was clearly demarcated as belonging to the customer, and was ready for immediate release to the shipper, resulting in the recognition of revenue upon delivery to the Company’s warehouse dock. The timing of transfer of title and risk of loss was explicitly stated within the contract terms. As of December 31, 2022, the Company did not have any outstanding bill-and-hold obligations such as storage, handling or other custodial duties. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of our installed energy storage solutions was $464,392 and $248,764 in the years ended December 31, 2022 and 2021, respectively, and is included in Product net revenue. See Note 3 below. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. Research and Development The Company accounts for research and development costs in accordance with the ASC 730-10, Research and Development. Under ASC 730-10, all research and development costs must be charged to expense as incurred. Shipping and Handling Fees Shipping and handling fees billed to customers, as well as the costs associated with shipping goods to customers, are recorded within selling, general and administrative expenses. During the years ended December 31, 2022 and 2021, the Company incurred $31,307 and $81,012, respectively, which is recorded in general and administrative in the Consolidated Statements of Operations. Advertising The Company charges the cost of advertising to expense as incurred. During the years ended December 31, 2022 and 2021, the Company incurred $1,015,128 and $388,902, respectively, which is recorded in sales and marketing in the Consolidated Statements of Operations. Concentration of Credit Risks and Other Risks and Uncertainties Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash is mainly deposited on demand at one financial institution in the U.S. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash. The Company’s accounts receivables are derived from revenue earned from customers located throughout the world. When necessary, the Company performs credit evaluations of its customers’ financial condition and sometimes requires partial payment in advance of shipping. As of December 31, 2022 and 2021, the Company had three customers accounting for 30%, 27% and 20% of accounts receivable, and 61%, 12% and 11% of accounts receivable, respectively. For the years ended December 31, 20 |
10-Q Revenue
10-Q Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s net revenue was comprised of the following: Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Product net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 Total net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 For the three and six months ended June 30, 2023 and 2022, all sales were to customers in North America. As of June 30, 2023 and December 31, 2022, gross accounts receivable from customers was $141,222 and $347,852, respectively, before allowances. Deferred revenues consist of contract liabilities for advance payments received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term based on the period in which revenues are expected to be recognized. As of June 30, 2023 and December 31, 2022, the Company had recorded $80,164 and $192,012, respectively, in accrued expenses and other current liabilities, with the long-term balance of $436,860 as of both June 30, 2023 and December 31, 2022 in other long-term liabilities, as shown in the condensed consolidated balance sheets. The Company’s activity in deferred revenue was comprised of the following for the six months ended June 30: 2023 2022 Balance at beginning of period $ 628,872 $ 446,360 Billings 73,097 9,520,180 Revenue recognized (184,945) (9,346,335) Balance at end of period $ 517,024 $ 620,205 Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, Balance of 2023 $ 77,772 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 245,092 Total deferred revenue $ 517,024 The Company’s net revenue was comprised of the following for the years ended December 31: 2022 2021 Product net revenue $ 15,975,783 $ 3,024,113 Service net revenue — 380,000 Total net revenue $ 15,975,783 $ 3,404,113 For the years ended December 31, 2022 and 2021, all sales were to customers in North America. As of December 31, 2022 and 2021, gross accounts receivable from customers was $347,852 and $1,123,741, respectively, before allowances. Deferred revenues consist of contract liabilities for advance payments received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term based on the period in which revenues are expected to be recognized. As of December 31, 2022 and 2021, the Company had recorded $192,012 and $404,240, respectively, in accrued expenses and other current liabilities, with the long-term balances of $436,860 and $42,120, respectively, in other long-term liabilities, both as shown in the Consolidated Balance Sheets. The Company’s activity in deferred revenue was comprised of the following for the years ended December 31: 2022 2021 Balance at beginning of period $ 446,360 $ 86,654 Billings 16,158,295 3,792,319 Revenue recognized (15,975,783) (3,404,113) Refunds — (28,500) Balance at end of period $ 628,872 $ 446,360 Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, 2023 $ 203,200 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 231,512 Total deferred revenue $ 628,872 |
10-Q Property and Equipment, ne
10-Q Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consist of the following as of: June 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 562,106 523,050 Leasehold improvements 105,614 105,614 Construction in progress 848,754 737,131 Total property and equipment 1,829,045 1,659,366 Less accumulated depreciation and amortization (316,843) (237,073) Property and equipment, net $ 1,512,202 $ 1,422,293 Depreciation and amortization of property and equipment of $40,460 and $41,533 was recorded for the three months ended June 30, 2023 and 2022, respectively, and $80,816 and $87,908 was recorded for the six months ended June 30, 2023 and 2022, respectively. Property and equipment, net, consist of the following as of: December 31, 2022 2021 Computer $ 12,321 $ 14,953 Office equipment 281,250 — Machinery 523,050 50,910 Leasehold improvements 105,614 132,575 Construction in progress 737,131 393,052 Total property and equipment 1,659,366 591,490 Less accumulated depreciation and amortization (237,073) (92,028) Property and equipment, net $ 1,422,293 $ 499,462 |
10-Q Indebtedness
10-Q Indebtedness | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness a. Convertible Notes Payable On December 23, 2022, the Company entered into an amended and restated securities purchase agreement (the “SPA”) with the SPAC Executive described in Note 1 above, which provided for the SPAC Executive’s obligation to provide funding to the Company up to a maximum amount of $8.5 million, provided that the Company had satisfied the conditions for closing under the SPA or the SPAC Executive had waived those conditions. On March 22, 2023, the Company entered a first amendment to the SPA with the SPAC Executive. Pursuant to the SPA, and the first amendment to the SPA, the Company issued to the SPAC Executive two secured convertible promissory notes (the “SPAC Executive Notes”) in the aggregate amount of $8.5 million. The initial $5.0 million funding under the SPA was received on December 30, 2022. The remaining $3.5 million funding was received from the SPAC Executive on March 30, 2023. The SPAC Executive Notes issued bear interest at a simple rate of 14% per annum, payable quarterly in cash. Funding under the securities purchase agreement were subject to certain conditions. The SPAC Executive Notes are secured, and are payable in full 24 months following the issuance of the notes. The SPAC Executive Notes are senior to all current and future indebtedness of the Company, except they are subordinated to the Company Revolver and pari passu to certain Company stockholder debt. The notes are also senior to certain Company stockholder debt; provided that such Company stockholder debt can be paid at maturity assuming no event of default has occurred under the SPAC Executive Notes. If not converted in connection with the merger agreement described in Note 1 above, the SPAC Executive Notes will be assumed by the new Electriq entity resulting from the merger. The SPAC Executive has the right but not the obligation to convert the outstanding principal and unpaid accrued interest on the convertible notes into shares of common stock of the Company or its successor in interest in the event of (i) a future issuance of equity securities for the purpose of raising capital of at least $20 million; (ii) an acquisition of the Company or its successor, whether by asset purchase, merger or share purchase (an “Acquisition Transaction”); (iii) certain capital markets transactions, including initial public offering (“IPO”), direct listing, or SPAC-related transaction (a “Capital Markets Transaction”); or (iv) upon maturity if the SPAC Executive Note remains outstanding. Further, feature (v) states that if an Acquisition Transaction occurs before the repayment or conversion of the SPAC Executive Notes into conversion shares, the Company will pay to the SPAC Executive at the closing of the Acquisition Transaction if the SPAC Executive elects not to convert the SPAC Executive Notes in connection with such Acquisition Transaction an amount equal to any unpaid accrued interest plus two times the outstanding principal amount of the SPAC Executive Notes. Other than at maturity, the conversion price is 95% of the relevant consideration per share. With respect to conversion at maturity, the price per share is to be obtained by dividing $275.0 million by the number of outstanding shares of common stock of the Company. SPAC Executive will be entitled to demand prepayment in cash in connection with any Capital Markets Transaction. The SPAC Executive Notes will have events of default that are customary for similar instruments. The Company has evaluated each of the features and has concluded that the Capital Market Transaction is the most predominant outcome of all the possible features of this instrument, as the Company is currently in negotiations to enter into a SPAC transaction expected to close in the next three months. As consummation of a merger with a SPAC is in the Company’s control, management believes that ASC 480 is not applicable until the merger occurs. As the SPAC Executive Notes are not accounted for under ASC 480, the Company continued its assessment to determine the nature of the host and the accounting for the embedded features under other relevant guidance. The SPAC Executive Notes included one embedded conversion feature for which ASC 815 required the Company to bifurcate and separately account for the conversion feature as an embedded derivative, and carry the embedded derivative on its balance sheet at fair value and account for any unrealized changes in fair value as a component of the results of operations. Since feature (v) described above would include a large premium, it is not considered to be clearly and closely related to the debt host. The fair value of the derivative liability as of June 30, 2023 was de minimis, as the factors underlying the bifurcated conversion feature giving rise to the derivative treatment have a low probability of occurrence. On June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties have agreed that simultaneous with the closing of the merger described in Note 1 above, pursuant to the terms and conditions of the Merger Agreement, the SPAC Executive Notes will automatically convert into securities of the new public entity, upon which the SPA and the SPAC Executive Notes will be terminated including any rights of conversion set forth therein, and shall be cancelled. SPAC Executive also agreed that $8,500,000, the currently outstanding aggregate principal amount of the SPAC Executive Notes, and all accrued but unpaid interest on the SPAC Executive Notes shall automatically convert into securities of the new public entity simultaneously with the closing of the merger. On November 2, 2021, the Company borrowed $2,000,000 bearing interest at 10% per annum. Interest expense of $33,472 was recorded in 2021 and added to the principal balance of the loan. The loan was repayable in twelve monthly installments of $178,775, representing both interest and principal, beginning in January 2022. As of June 30, 2023 and December 31, 2022, the balance was $0 and $177,297, respectively. In June 2022, the Company borrowed $11,200,000, of which $5,100,000 was borrowed from management or significant equity investors, bearing simple interest at 2%, accrued monthly. The loans were repayable in twelve months. The amount owed was equal to (i) the balance outstanding and all accrued interest, plus (ii) a one-time prepayment fee equal to 6% of the balance outstanding. On June 8, 2023, additional Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed that the currently outstanding aggregate principal amounts of the notes, included in loans payable, totaling approximately $7.8 million, and all accrued but unpaid interest on the notes of approximately $2.3 million shall automatically convert into securities of the Company, upon the execution of these agreements. Conversions of approximately $10.1 million of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 166,585,379 shares of Electriq common stock, including additional shares of Electriq common stock issued to noteholders as an incentive to convert, and 66,644,737 shares of Electriq cumulative mandatorily redeemable Series B preferred stock as an incentive prior to Closing. See further discussion surrounding the cumulative mandatorily redeemable Series B preferred stock in Note 8. The Company determined the total fair value received of $21.1 million of funds received in June 2023 for the Pre-Closing Financings and Notes Conversion Agreements for each transaction was equivalent to the cash amount paid by the investors in exchange for the stock (i.e., $11.0 million in Pre-Closing Financings and $10.1 million in Notes Conversion Agreements). See further discussion in Notes 8 and 10. During June 2023, all remaining loans payable balances that were not included in the Notes Conversion Agreements, including a total remaining cumulative principal balance of approximately $3.4 million, plus accrued interest, were repaid to noteholders that elected not to convert their respective notes. As of June 30, 2023, all outstanding loans payable of $11.2 million were either converted or repaid. The only outstanding Company indebtedness as of June 30, 2023 was the $8.5 million in convertible SPAC Executive Notes. The following summarizes the maturities of the convertible note payable as of June 30, 2023: Balance of 2023 $ — 2024 5,000,000 2025 3,500,000 Total loans and convertible note payable $ 8,500,000 b. SAFE Notes During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes are not mandatorily redeemable, nor do they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could require the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measures fair value at the end of each reporting period, with changes in fair value reported in operations. The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon either a (i) financing, (ii) liquidity event due to a sale, or (iii) liquidity event from going public. Decreases in the fair value of SAFE notes resulted in remeasurement gains of $16,750,000 and $16,490,000 for the three and six months ended June 30, 2023, respectively. The decreases in the fair value of SAFE notes as of June 30, 2023 were primarily the result of the fair value of equity in an initial public offering scenario based on estimated TLG proceeds to existing Electriq stockholders (excluding current cumulative mandatorily redeemable Series B preferred stock and common stock financing round) of $275 million and discounted to present value, as compared to prior valuations which considered $495 million of estimated TLG proceeds. The fixed price conversions under the various scenarios were calculated using the following assumptions: June 30, 2023 December 31, 2022 Term 0.8 - 2.0 years 0.3 - 2.0 years Risk-free interest rate 4.81% - 5.33% 4.36% - 4.67% Volatility 65% - 75% 75% - 85% Between May 2021 and October 2021, the Company issued a series of SAFE notes in an aggregate principal amount of $8,906,788 to investors, of which $7,229,245 were issued to management or significant equity investors, which provide the investors with a right to obtain shares of preferred stock upon the occurrence of certain events. The fair value of the SAFE notes on the date of issuance was determined to equal the proceeds received by the Company. As of June 30, 2023 and December 31, 2022, the fair value of the SAFE notes were $14,670,000 and $22,750,000, respectively. For the three months ended June 30, 2023 and 2022, the Company recorded a gain of $8,430,000 and a loss of $6,194,000, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded a gain of $8,080,000 and a loss of $8,131,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. In November 2021, the Company issued a second series of SAFE notes in an aggregate principal amount of $16,300,000 to investors, of which $15,000,000 were issued to significant equity investors. Additionally, warrants to purchase shares of common stock were issued contemporaneous with several of these issued SAFE notes. These warrants provided the SAFE investors with the ability to obtain shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. See Note 12. As of June 30, 2023 and December 31, 2022, the fair value of the SAFE notes were $20,440,000 and $28,850,000, respectively. For the three months ended June 30, 2023 and 2022, the Company recorded a gain of $8,320,000 and a loss of $6,241,000, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded a gain of $8,410,000 and a loss of $8,148,000, respectively, within other expense (income) in the Condensed Consolidated Statements of Operations related to fair value adjustments for these SAFE notes. a. Convertible Notes Payable During 2019, the Company issued $2,822,500 convertible promissory notes (“2019 Notes”) to investors, of which $2,717,500 were issued to management or significant equity investors. These 2019 Notes had a stated interest rate of 8% per annum, a two-year maturity date and were convertible, at the holder’s sole option, into shares of preferred stock at variable conversion prices. The interest expense on the 2019 Notes during the years ended December 31, 2022 and 2021 was zero and $119,757, respectively. For the years ended December 31, 2022 and 2021, the discount accretion on the 2019 Notes was zero and $234,500, respectively, and is included within interest expense on the Consolidated Statement of Operations. On July 19, 2021, the 2019 Notes with a principal amount of $2,822,500, along with accrued interest of $427,790, for a total of $3,250,290, were converted to preferred shares. This conversion of the 2019 Notes was through the Voluntary Conversion after First Anniversary feature of the 2019 Notes, which provided in the event the 2019 Notes do not convert into preferred stock in a Qualified Financing or Non-Qualified Financing, both as defined, or are repaid upon the maturity date or in a liquidity event, as defined, within 12 months, the 2019 Note holder has the option to convert the outstanding principal plus accrued and unpaid interest into shares of preferred stock. This voluntary conversion did not meet the definition of a derivative because there was no contractual or market mechanism to facilitate net settlement. The shares of preferred stock issued upon conversion were 808,582,252. A liquidity event, for purposes of the 2019 Notes, is defined as (i) sale of more than 50% of the outstanding voting securities having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation, (iii) sale, lease or other disposition of all or substantially all of the assets of the Company, (iv) exclusive licensing of material intellectual property, or (v) dissolution or winding up of the Company. The 2019 Notes included two embedded conversion features, for which ASC 815-15 required the Company to bifurcate and separately account for the conversion features as embedded derivatives and carry the embedded derivatives on its balance sheet at fair value and account for any unrealized changes in fair value as a component of the results of operations. The embedded conversion features were (1) Voluntary Conversion in a Qualified or Non-Qualified Financing, and (2) Mandatory Prepayment. The Voluntary Conversion in a Qualified Financing was at the election of the 2019 Note holder if the Company consummated, prior to maturity date or a liquidity event, as defined, sale of preferred stock with at least $4,000,000 in proceeds (“Qualified Financing”). The Voluntary Conversion in a Non-Qualified Financing was at the election of the 2019 Note holder if the Company consummated, prior to maturity date or a liquidity event, as defined, sale of preferred stock that did not constitute a Qualified Financing (“Non-Qualified Financing”). For each, the conversion price was the price per share equal to the lesser of (i) 80% of the applicable price per share paid by the purchasers of the preferred stock sold in a Qualified Financing or Non-Qualified Financing or (ii) an amount obtained by dividing (x) $20,000,000 by (y) the fully diluted capitalization of the Company. The Voluntary Conversion in a Qualified or Non-Qualified Financing would have been settled in a variable number of shares, accordingly it was evaluated as a redemption feature and met the definition of a derivative. Mandatory Prepayment was upon the occurrence of a liquidity event, as defined, whereby any outstanding principal and interest not converted into equity was due and payable immediately upon closing of the liquidity event, plus a 100% premium equal to the 2019 Notes’ principal. Both embedded conversion features contained a substantial premium, thus they are not clearly and closely related to the 2019 Notes and are redemption features which are bifurcated and separately accounted for as an embedded derivative. During 2020, the fair value of the derivative liability decreased from $804,000 to zero as the factors underlying the bifurcated conversion features giving rise to the derivative treatment did not occur and were not contemplated to occur. On December 23, 2022, the Company entered into an amended and restated securities purchase agreement (the “SPA”) with an executive of the SPAC (“SPAC Executive”) described in Note 1 above, which provides for the SPAC Executive’s obligation to provide funding to the Company up to a maximum amount of $8.5 million, provided that the Company has satisfied the conditions for closing under the SPA or the SPAC Executive has waived those conditions. Pursuant to the SPA, and subject to the closing of the financing arrangement, the Company will issue to the SPAC Executive one or more secured convertible promissory notes in the aggregate amount of up to a maximum of $8.5 million. The initial $5.0 million funding under the amended and restated securities purchase agreement with the SPAC Executive was received on December 30, 2022. Potential funding of up to an additional $3.5 million is subject to certain conditions. The notes issued bear interest at a simple rate of 14% per annum, payable quarterly in cash. Funding under the securities purchase agreement is subject to certain conditions. The SPAC Executive Note is secured, and is payable in full 24 months following the issuance of the note. The SPAC Executive Note is senior to all current and future indebtedness of the Company, except it is subordinated to the Company Revolver and pari passu to certain Company stockholder debt. The note is also senior to certain Company stockholder debt; provided that such Company stockholder debt can be paid at maturity assuming no event of default has occurred under the SPAC Executive Note. If it is not converted in connection with the merger agreement described in Note 1 above, the SPAC Executive Note will be assumed by the new Electriq entity resulting from the merger. The SPAC Executive has the right but not the obligation to convert the outstanding principal and unpaid accrued interest on the convertible note into common shares of the Company or its successor in interest in the event of (i) a future issuance of equity securities for the purpose of raising capital of up to $21.5 million; (ii) an acquisition of the Company or its successor, whether by asset purchase, merger or share purchase (an “Acquisition Transaction”); (iii) certain capital markets transactions, including IPO, direct listing, or SPAC-related transaction (a “Capital Markets Transaction”); or (iv) upon maturity if the SPAC Executive Note remains outstanding. Further, feature (v) states that if an Acquisition Transaction occurs before the repayment or conversion of the SPAC Executive Note into Conversion Shares, the Company will pay to the SPAC Executive at the closing of the Acquisition Transaction if the SPAC Executive elects not to convert the SPAC Executive Note in connection with such Acquisition Transaction an amount equal to any unpaid accrued interest plus two times the outstanding principal amount of the SPAC Executive Note. Other than at maturity, the conversion price is 95% of the relevant consideration per share. With respect to conversion at maturity, the price per share is to be obtained by dividing $275.0 million by the number of outstanding shares of common stock of the Company. SPAC Executive will be entitled to demand prepayment in cash in connection with any Capital Markets Transaction. The SPAC Executive Note will have events of default that are customary for similar instruments. The Company has evaluated each of the features and has concluded that the Capital Market transaction is the most predominant outcome of all the possible features of this instrument, as the Company is currently in negotiations to enter into a SPAC transaction expected to close in the next three months. As consummation of a merger with a SPAC is in the Company’s control, management believes that ASC 480 is not applicable until the merger occurs. As the SPAC Executive Note is not accounted for under ASC 480, the Company continued its assessment to determine the nature of the host and the accounting for the embedded features under other relevant guidance. The SPAC Executive Note included one embedded conversion feature for which ASC 815 required the Company to bifurcate and separately account for the conversion feature as an embedded derivative, and carry the embedded derivative on its balance sheet at fair value and account for any unrealized changes in fair value as a component of the results of operations. Since feature (v) described above would include a large premium, it is not considered to be clearly and closely related to the debt host. The fair value of the derivative liability as of December 31, 2022 was de minimis, as the factors underlying the bifurcated conversion feature giving rise to the derivative treatment have a low probability of occurrence. On November 2, 2021, the Company borrowed $2,000,000 bearing interest at 10% per annum. Interest expense of $33,472 was recorded in 2021 and added to the principal balance of the loan. The loan is repayable in twelve monthly installments of $178,775, representing both interest and principal, beginning in January 2022. As of December 31, 2022 and December 31, 2021, the balance was $177,297 and $2,033,472, respectively. In June 2022, the Company borrowed $11,200,000, of which $5,100,000 was borrowed from management or significant equity investors, bearing simple interest at 2%, accrued monthly. The loans are repayable in twelve months. If prepayment is made at any time prior to the seven-month anniversary of the date of these loans, the amount owed shall be equal to 120% of the principal balance outstanding. If payment is made any time after the seven-month anniversary of these loans, the amount owed shall equal (i) the balance outstanding and all accrued interest, plus (ii) a one-time prepayment fee equal to 6% of the balance outstanding. As of December 31, 2022, no repayments have been made under these loans. The following summarizes the maturities of the loans and convertible note payable as of December 31, 2022: 2023 $ 11,377,297 2024 5,000,000 Total loans and convertible note payable $ 16,377,297 c. SAFE Notes During the year ended December 31, 2021, the Company executed Simple Agreement for Future Equity (“SAFE”) arrangements. The SAFE notes are not mandatorily redeemable, nor do they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could require the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measures fair value at the end of each reporting period, with changes in fair value reported in operations. The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon a (i) financing, (ii) liquidity event due to a sale, and (iii) liquidity event from going public. The fixed price conversions under the various scenarios were calculated using the following assumptions: 2022 2021 Term 0.3-2.0 years 1.0-2.0 years Risk-free interest rate 4.36%—4.67% 0.09%—0.73% Volatility 75% - 85% 110% In May through October 2021, the Company issued a series of SAFE notes for $8,906,788 to investors, of which $7,229,245 were issued to management or significant equity investors, which provide the investors with a right to obtain shares of preferred stock upon the occurrence of certain events. The fair value of the SAFE notes on the date of issuance was determined to equal the proceeds received by the Company. As of December 31, 2022 and December 31, 2021, these SAFE notes were fair valued at $22,750,000 and $12,938,000, respectively. For the years ended December 31, 2022 and December 31, 2021, the Company recorded losses of $9,812,000 and $3,781,212, respectively, within other expense in the Consolidated Statements of Operations related to fair value adjustments for these SAFE notes. In November 2021, the Company issued a second series of SAFE notes for $16,300,000 to investors, of which $15,000,000 were issued to significant equity investors. Additionally, warrants to purchase shares of common stock were issued contemporaneous with several of these issued SAFE notes. These warrants provided the SAFE investors with the ability to obtain common shares of the Company equal to the amount of the SAFE investment divided by a defined exercise price. See Note 11. As of December 31, 2022 and December 31, 2021, these SAFE notes were fair valued at $28,850,000 and $18,060,000, respectively. For the years ended December 31, 2022 and December 31, 2021, the Company recorded losses of $10,790,000 and $2,010,000, respectively, within other expense in the Consolidated Statements of Operations related to fair value adjustments for these SAFE notes. d. SBA Loan During 2020, the Company received a loan of $240,800 from the Small Business Administration (“SBA”), bearing interest at 1%. On May 28, 2021, the Company was notified of the full forgiveness of the principal and interest on this SBA loan and recognized a gain within other income in the Consolidated Statements of Operations for the year ended December 31, 2021. |
10-Q Accrued Expenses and Other
10-Q Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following as of: June 30, December 31, 2023 2022 Warranty reserve $ 620,437 $ 832,283 Employee compensation and benefits 1,626,512 629,773 Deferred revenue 80,164 192,012 Accrued interest 297,499 1,961,477 Lease liability 590,764 347,131 Other accrued expenses and current liabilities 2,359,728 2,210,660 Accrued expenses and other current liabilities $ 5,575,104 $ 6,173,336 Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company’s historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the six months ended June 30: 2023 2022 Balance at the beginning of period $ 832,283 $ 1,029,862 Provision for warranty expense 3,421 187,499 Warranty costs paid (215,267) (323,569) Balance at end of period $ 620,437 $ 893,792 The provision for warranty expense is included within cost of goods sold in the Condensed Consolidated Statements of Operations. Accrued expenses and other current liabilities consist of the following as of: December 31, 2022 2021 Warranty reserve $ 832,283 $ 1,029,862 Employee compensation and benefits 629,773 666,269 Deferred revenue 192,012 404,240 Accrued interest 1,961,477 — Lease liability 347,131 — Other accrued expenses and current liabilities 2,210,660 712,582 Accrued expenses and other current liabilities $ 6,173,336 $ 2,812,953 Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company’s historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the years ended December 31: December 31, 2022 2021 Balance at the beginning of period $ 1,029,862 $ 1,042,015 Provision for warranty expense 320,535 383,613 Warranty costs paid (518,114) (395,766) Balance at end of period $ 832,283 $ 1,029,862 The provision for warranty expense is included within cost of goods sold in the Consolidated Statements of Operations. |
10-Q Commitment and Contingenci
10-Q Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies a. Operating Leases Right of use (“ROU”) assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate, unless the rate implicit in the lease is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate leases. For purposes of determining the lease term used in the measurement of operating lease ROU assets and operating lease liabilities, we include the non-cancelable period of the lease together with those periods covered by the option to extend the lease if we are reasonably certain to exercise that option, the periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and the periods covered by the option to extend (or to not terminate) the lease in which exercise of the option is controlled by the lessor. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have elected to separate lease and non-lease components. The Company leases various warehouse and office spaces under non-cancelable lease agreements. Certain of these leases have renewal options, provide for future rent escalations and also oblige the Company to pay the cost of maintenance, insurance and property taxes. Leases with an initial term of 12 months or less are not recognized in the Condensed Consolidated Balance Sheets. On January 1, 2022, the Company modified its existing short-term lease for warehouse and office space in California to extend the term and obtain additional warehouse space. The modification was accounted for as part of the adoption of ASC 842 as of that date. This lease has 5 separate 1 year renewal options, of which the first three have been deemed to be reasonably certain of exercise and are considered in the ROU asset and corresponding lease liability. The total minimum lease payments committed over its 4 year non-cancelable lease term is approximately $1.7 million. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. On January 19, 2022, the Company entered into a new lease in West Palm Beach, Florida for office space with approximately $1.4 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for five On September 23, 2022, the Company entered into a new 5-year lease in Oxnard, California for warehouse and storage space with approximately $0.8 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for two discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. On May 24, 2023, the Company entered into a new 39-month lease in San Leandro, California for warehouse and storage space with approximately $1.1 million in total minimum lease payments committed over its 39-month non-cancelable lease term. This lease does not contain any lease renewal option. The lease commencement date was on June 27, 2023 when the Company was provided physical access to the property to enable our immediate movement of assets into the leased facility. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. As of June 30, 2023, the weighted average remaining lease term for all leases was 3.6 years. Future annual minimum lease payments under operating leases as of June 30, 2023 were as follows: Balance of 2023 $ 493,741 2024 1,246,533 2025 1,285,664 2026 771,571 2027 420,362 Total minimum payments 4,217,871 Less: amounts representing interest 1,167,081 Lease liability $ 3,050,790 The Company has reported $3,718,370 of ROU assets, $590,764 of lease liability in accrued expenses and other current liabilities other long-term liabilities b. Legal Claims From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. As disclosed in Note 2, the Company received a notice from White-Label Provider in December 2022 of its intent to terminate its contract with Electriq, claiming that the Company had breached its agreement with it. While the Company has continuously asserted that it had not breached the agreement, on May 19, 2023, the Company entered into a settlement with the White-Label Provider. As part of the settlement agreement and mutual release, the Company is to receive all home storage systems and additional component parts of the White-Label Provider’s inventory, as the White-Label Provider has elected to exit the home storage market. These units will be returned to the Company on an as-is basis, and shipping costs will be split equally between the parties to the arrangement. The Company has until July 31, 2023 to remove the units from a leased White-Label Provider facility without incurring further costs and penalties. This settlement agreement will be accounted for as a gain contingency under ASC 450. Accordingly, the Company will record the financial impact of the gain contingency in its financial statements for the three months ending September 30, 2023 upon receipt of the inventory units to be returned from the White-Label Provider. As described in Note 1, the Company wrote off $2,657,281 of specific White-Label Provider related inventory deposits during three months ended June 30, 2023, resulting in a one-time charge to other expense, net, as when the inventory is returned, as per the settlement agreement, the Company will no longer be able to utilize the a. Operating Leases ROU assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate, unless the rate implicit in the lease is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate leases. For purposes of determining the lease term used in the measurement of operating lease ROU assets and operating lease liabilities, we include the non-cancelable period of the lease together with those periods covered by the option to extend the lease if we are reasonably certain to exercise that option, the periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and the periods covered by the option to extend (or to not terminate) the lease in which exercise of the option is controlled by the lessor. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have elected to separate lease and non-lease components. The Company leases various warehouse and office spaces under non-cancelable lease agreements. Certain of these leases have renewal options, provide for future rent escalations and also oblige the Company to pay the cost of maintenance, insurance and property taxes. Leases with an initial term of 12 months or less are not recognized in the Consolidated Balance Sheets. On January 1, 2022, the Company modified its existing short-term lease for warehouse and office space in California to extend the term and obtain additional warehouse space. The modification was accounted for as part of the adoption of ASC 842. This lease has 5 separate 1 year renewal options, of which the first three have been deemed to be reasonably certain of exercise and are considered in the ROU asset and corresponding lease liability. The total minimum lease payments committed over its 4 year non-cancelable lease term is approximately $1.7 million. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. On January 19, 2022, the Company entered into a new lease in West Palm Beach, Florida for office space with approximately $1.4 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for five On September 23, 2022, the Company entered into a new 5 -year lease in Oxnard, California for warehouse and storage space with approximately $0.8 million in total minimum lease payments committed over its 5-year non-cancelable lease term . There is an option to extend the lease for two The lease commencement date was on November 1, 2022 upon completion of certain improvements by the landlord. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. As of December 31, 2022, the weighted average remaining lease term for all leases was 4.2 years. Future annual minimum lease payments under operating leases as of December 31, 2022 were as follows: 2023 $ 769,250 2024 896,790 2025 923,680 2026 492,191 Thereafter 420,362 Total minimum payments 3,502,273 Less: amounts representing interest 1,096,408 Lease liability $ 2,405,865 As of December 31, 2022, the Company has reported $347,131 of lease liability in accrued expenses and other current liabilities other long-term liabilities b. Legal Claims From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2022, management believes any such matters would not be material to the Company’s financial position or annual results of operations. |
10-Q Cumulative Mandatorily Red
10-Q Cumulative Mandatorily Redeemable Series B Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Cumulative Mandatorily Redeemable Series B Preferred Stock | Cumulative Mandatorily Redeemable Series B Preferred Stock On June 7, 2023, the Company increased the authorized shares of preferred stock by 410,000,000 shares, to 3,340,121,789 authorized shares of preferred stock, $0.0001 par value per share, to accommodate a new class of Series B preferred stock. Upon issuance of this new class of cumulative mandatorily redeemable Series B preferred stock, shares issued will be classified as a liability in accordance with ASC 480. As disclosed in Note 5, on June 8, 2023, Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed to convert $10.1 million of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 66,644,737 shares of Electriq cumulative mandatorily redeemable Series B preferred stock as an incentive prior to closing of the Business Combination (the “Closing”). As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18.1 million of Pre-Closing Financings, a total of $11.0 million of Pre-Closing Financings was received through June 30, 2023. The total $11.0 million of Pre-Closing Financings funded as of June 30, 2023 resulted in the issuance of 72,368,420 shares of Electriq cumulative mandatorily redeemable Series B preferred stock as an incentive prior to Closing. The Company determined the total fair value received for each transaction to be the cash amount paid by the investors in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the cumulative mandatorily redeemable Series B preferred stock. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability, which resulted in a fair value of cumulative mandatorily redeemable Series B preferred stock per share. The Company allocated the fair value to the cumulative mandatorily redeemable Series B preferred stock based on the percentage or proportion it represented within the total fair value received, with the remaining fair value allocated to the common stock. This was calculated by subtracting the fair value of the Series B Preferred Stock from the total fair value received. The shares of cumulative mandatorily redeemable Series B preferred stock issued in connection with the financing transactions referenced in Note 1 have been reflected in the Company’s Condensed Consolidated Balance Sheets as liabilities at fair value pursuant to ASC 480. From and after the date of issuance of any cumulative mandatorily redeemable Series B preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable Series B preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable Series B preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable Series B preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Series B Preferred Accruing Dividends”). The Series B Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such Series B Preferred Accruing Dividends shall be payable only when and if declared by the Board of Directors and the Company shall be under no obligation to declare such Series B Preferred Accruing Dividends. If the preferred stockholders do not receive a dividend (i.e., the board of directors does not declare a dividend) in a given period, then the undeclared dividend is accumulated. The issuer is obligated to pay any accumulated undeclared dividends upon liquidation and, in some cases, upon early redemption of the preferred stock. The Series B Preferred Accruing Dividends shall not be paid in cash and shall be paid only in the form of shares (or fractions of shares) of cumulative mandatorily redeemable Series B preferred stock equal to (A) the Series B Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable Series B preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable Series B preferred stock original issue price, which was defined as $.07601 per share. The Series B Preferred Accruing Dividends shall be calculated and compounded annually and in arrears on each anniversary of the date on which the first share of cumulative mandatorily redeemable Series B preferred stock was issued. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of each share (or fractional share) of cumulative mandatorily redeemable Series B preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available to be paid out to its stockholders. The issued and outstanding cumulative mandatorily redeemable Series B preferred stock shall be subject to mandatory redemption upon the date which is the third anniversary of the cumulative mandatorily redeemable Series B preferred stock original issue date (“Mandatory Redemption Date”). On the Mandatory Redemption Date, each share (or fractional share) of cumulative mandatorily redeemable Series B preferred stock (including shares of cumulative mandatorily redeemable Series B preferred stock issued in payment of or payable in respect of Series B Preferred Accruing Dividends, whether or not declared) shall be redeemed by the Company. At the election of the holder, the redemption amount is payable either in (i) cash equal to the Series B redemption amount, which is the original issue price plus any Series B Preferred Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon; or (ii) such number of fully paid and non-assessable shares of common stock as is determined by dividing the cumulative mandatorily redeemable Series B preferred stock redemption price by the fair market value of a share of common stock as of the Mandatory Redemption Date. The terms of the cumulative mandatorily redeemable Series B Preferred stock require the issuer to pay the original issue price of the preferred stock plus cumulative dividends, whether or not declared, upon redemption in shares of cumulative mandatorily redeemable Series B preferred stock. This is a paid-in-kind dividend feature, and it is not discretionary as there is no other choice other than to get the dividend in shares of cumulative mandatorily redeemable Series B preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable Series B preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. This results in accretion of the dividend similar to the amortization of interest on a zero-coupon bond. The carrying value of the cumulative mandatorily redeemable Series B preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative mandatorily redeemable Series B preferred stock qualifies as a mandatorily redeemable financial instrument as it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Pursuant to the respective preferred stock agreements, the issued and outstanding cumulative mandatorily redeemable Series B preferred stock (including a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share) shall be subject to mandatory redemption by the issuer on the third anniversary of their original issue date in the form of either cash or an equivalent value in shares of common stock. The original fair value allocated to cumulative mandatorily redeemable Series B Preferred stock issued prior to June 30, 2023 was $6,786,202 and was net of an initial discount of $3,778,798. For both the three and six months ended June 30, 2023, total interest expense recorded to increase the carrying value of the cumulative mandatorily redeemable Series B preferred stock liability was $127,104, comprised of $81,146 of the 15% Series B Preferred Accruing Dividends and $45,958 of accretion of discount. As of June 30, 2023, the carrying value of the cumulative mandatorily redeemable Series B Preferred stock liability was $6,913,306, including the cumulative original issuance price of $6,786,202 plus cumulative Series B Accruing Dividends and accretion of discount of $81,146 and $45,958, respectively. |
10-Q - Mezzanine Equity
10-Q - Mezzanine Equity | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity On August 5, 2021, the Company increased the authorized shares of preferred stock, $0.001 par value, to 2,930,121,789 shares, which includes 2,121,539,537 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred (cumulatively referred to as “pre-2023 preferred stock”). During the three and six months ended June 30, 2023, no preferred stock warrants were exercised. During the three and six months ended June 30, 2022, preferred stock warrants were exercised and 80,792,496 shares of Seed Preferred were issued in exchange for proceeds of $693,000, as well as a reduction in warrants liability of $9,932,991 for a total of $10,625,991. As of June 30, 2023 and December 31, 2022, the Company had 1,372,152,604 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred that were issued and outstanding. As of June 30, 2023 and December 31, 2022, the Company has recorded mezzanine equity at historical cost, which was $34,792,203. The fair value of mezzanine equity was calculated using significant unobservable inputs (Level 3), and as of June 30, 2023 and December 31, 2022, the fair value of mezzanine equity was estimated to be $161,947,417 and $304,205,838, respectively. a. Voting Rights The shares of preferred stock include voting rights based on the number of shares of common stock the holders would receive upon conversion. b. Dividends The holders of pre-2023 preferred stock are entitled to dividends, which shall accumulate on each outstanding share of pre-2023 preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $0.0117 per share of Seed Preferred, approximately $0.0023 per share of Seed-1 Preferred, and approximately $0.0046 per share of Seed-2 Preferred, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the pre-2023 preferred stock (“Seed OIP”), and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on pre-2023 preferred stock shall only be payable when declared by the Company’s Board of Directors, a dividend on common stock is declared, or conversion of the underlying pre-2023 preferred stock to common stock, none of which has occurred. Further, dividends shall be payable if a Deemed Liquidation Event occurs or upon an IPO resulting in at least $100,000,000 of gross proceeds, neither of which is deemed probable. During the three months ended June 30, 2023 and 2022, dividends in the amount of $473,499 and $423,507, respectively, were accumulated. During the six months ended June 30, 2023 and 2022, dividends in the amount of $932,949 and $831,439, respectively, were accumulated. As of June 30, 2023 and December 31, 2022, the cumulative accumulated dividends were $5,599,612 and $4,666,663, respectively, which are not recognized in the condensed consolidated statements of changes in stockholders’ deficit, and condensed consolidated balance sheets. Further, if the Company declares, pays or sets aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock), the holders of the pre-2023 preferred stock shall receive a dividend on each outstanding share of pre-2023 preferred stock in an amount at least equal to the sum of (i) the amount of the aggregate accumulate dividends not previously paid and (ii) an amount equal on a per-share basis to the dividend declared, paid or set aside on shares of any other class or series of capital stock of the Company. c. Optional Conversion Each share of pre-2023 preferred stock is convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price is equal to the Seed OIP. However, the pre-2023 Seed Preferred shares include an anti-dilution clause whereby if at any time after the original issue date the Company issues additional Shares of common stock without consideration or for a consideration per share less than the applicable pre-2023 preferred conversion price in effect immediately prior to such issuance or deemed issuance, then the applicable seed preferred Conversion Price shall be reduced, concurrently with such issue, from approximately $0.0117 per share of Seed Preferred to approximately $0.0091 per share of seed preferred. The pre-2023 Seed Preferred shares include an anti-dilution factor of approximately 1.288 per share. The optional conversion feature is not required to be bifurcated from the preferred stock since the conversion feature into another form of equity is clearly and closely related to the pre-2023 preferred stock. d. Mandatory Conversion Upon either (a) the closing of the sale of the Company’s common stock to the public for a price of at least $0.10 per share in an IPO that results in gross proceeds of at least $100,000,000 whereby the Company’s common stock is listed on the Nasdaq, the New York Stock Exchange, or another exchange approved by the Board of Directors, or (b) the occurrence of an event, specified by vote or written consent of (i) the holders of at least a majority of the outstanding shares of pre-2023 preferred stock and (ii) the Company’s largest pre-2023 preferred stockholder, then all outstanding shares of pre-2023 preferred stock shall automatically be converted into shares of common stock, at the then effective pre-2023 preferred stock conversion rate. The conversion price is equal to the Seed OIP. The mandatory conversion features are not required to be bifurcated from the pre-2023 preferred stock since the Company determined the nature of the host is equity-like and the conversion options would not require bifurcation. e. Liquidation Event In the event of a liquidation, dissolution, or winding up of the Company, holders of pre-2023 preferred stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, or in the event of a Deemed Liquidation Event, preferred stockholders are entitled to be paid out of the consideration payable to stockholders or out of Available Proceeds, both before any payment to holders of common stock and in an amount equal to the Seed OIP plus any accruing, but unpaid dividends (the “Seed PS Liquidation Preference”). As of June 30, 2023, the liquidation preference of Seed Preferred was $21,156,225, Seed-1 Preferred was $566,473 and Seed-2 Preferred was $3,209,121, for a total of $24,931,819. The carrying amount of pre-2023 preferred stock is greater than the Seed PS Liquidation Preference due to the warrant fair values which were added to the carrying amount of pre-2023 preferred stock upon exercise, partially offset by the accumulated dividends. If upon such liquidation, dissolution, or winding up of the Company, or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are not sufficient to satisfy the Seed PS Liquidation Preference, the holders of shares of pre-2023 preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of a liquidation, dissolution, or winding up of the Company, after satisfying the Seed PS Liquidation Preference, the holders of shares of the common stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, or, in the case of a Deemed Liquidation Event, the holders of shares of common stock shall be entitled to be paid out of the consideration payable to stockholders or out of the Available Proceeds in an amount equal to approximately $0.0117 per share (the “Common Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after satisfaction of the Seed PS Liquidation Preference, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of common stock the full amount to which they shall be entitled under the Common Stock Liquidation Amount, the holders of shares of common stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any liquidation, dissolution or winding up of the Company, after the payment in full of the Seed PS Liquidation Preference and the Common Stock Liquidation Amount the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of preferred pursuant to the Seed PS Liquidation Preference and the holders of shares of common stock pursuant to the Common Stock Liquidation Amount or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of the shares of preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of the Company. f. Deemed Liquidation Event Deemed Liquidation Events are defined as (1) a merger or consolidation, (2) the sale, lease, transfer, exclusive license or other disposition, whether in a single or series of related transactions, of substantially all the assets of the Company taken as a whole, (3) the sale or transfer by the Company or its stockholders of more than 50% of the voting power of the Company in a single or series of related transactions other than in a transaction or series of transactions effected by the Company primarily for financing purposes. In the event of a Deemed Liquidation Event involving a consolidation or a transfer of substantially all the assets of the Company, if the Company does not effect a dissolution of the Company under the law within ninety (90) days after such Deemed Liquidation Event, then (i) the Company shall send a written notice to each holder of pre-2023 preferred stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of pre-2023 preferred stock, and (iii) if the holders of at least a majority of the then outstanding shares of pre-2023 preferred stock so request in a written instrument delivered to the Company not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Company shall use the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (“Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of pre-2023 preferred stock in accordance with the liquidation preference noted below. If the Deemed Liquidation Event results in a liquidation, dissolution, or winding up of the Company, the consideration shall be allocated to the pre-2023 preferred and common stockholders in accordance with the terms of the Certificate of Incorporation applicable to the respective liquidation event. The pre-2023 preferred stockholders, through their representation on the Board of Directors, Deemed Liquidation Event provisions, and liquidation and dissolution provisions, could elect to liquidate the Company in a Deemed Liquidation Event, where net cash settlement could be required pursuant to the articles of the Certificate of Incorporation and therefore, redemption of the pre-2023 preferred stock would be considered outside of the Company’s control and its common stockholders. While the Certificate of Incorporation states that pre-2023 preferred stockholders and common stockholders are entitled to be paid out of the consideration payable or out of Available Proceeds, holders of each class of shares may not always be entitled to the same form of consideration. The pre-2023 preferred stockholders could force the pre-2023 preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company. Consequently, the pre-2023 preferred stock has been classified in Mezzanine Equity. On August 5, 2021, the Company increased the authorized shares of preferred stock, $0.001 par value, to 2,930,121,789 shares, which includes 2,121,539,537 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred. During the years ended December 31, 2022 and 2021, preferred stock warrants were exercised and 80,792,496 and 307,625,953 shares of Seed Preferred, respectively, were issued in exchange for proceeds of $693,000 and $4,506,998, respectively, as well as a reduction in warrants liability of $9,932,991 and $4,802,776, respectively, for a total of $10,625,991 and $9,309,775, respectively. On July 19, 2021, convertible notes with a principal amount of $2,822,500, along with accrued interest of $427,790, for a total of $3,250,290, were converted into 210,977,985 shares of Seed-1 Preferred and 597,604,267 shares of Seed-2 Preferred. As of December 31, 2022 and 2021, the Company had 1,372,152,604 and 1,291,360,108 shares of Seed Preferred, respectively, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred that were issued and outstanding. As of December 31, 2022 and 2021, the Company has recorded mezzanine equity at historical cost, which was $34,792,203 and $24,166,212, respectively. The fair value of mezzanine equity was calculated using significant unobservable inputs (Level 3), and as of December 31, 2022 and 2021, the fair value of mezzanine equity was estimated to be $304,205,838 and $166,138,367, respectively. a. Voting Rights The shares of preferred stock include voting rights based on the number of shares of common stock the holders would receive upon conversion. b. Dividends The holders of preferred stock are entitled to dividends, which shall accumulate on each outstanding share of preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $0.0117 per share of Seed Preferred, approximately $0.0023 per share of Seed-1 Preferred, and approximately $0.0046 per share of Seed-2 Preferred, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the preferred stock (“Seed OIP”), and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on preferred stock shall only be payable when declared by the Company’s Board of Directors, a dividend on Common Stock is declared, or conversion of the underlying preferred stock to common stock, none of which has occurred. Further, dividends shall be payable if a Deemed Liquidation Event occurs or upon an initial public offering resulting in at least $100,000,000 of gross proceeds, neither of which is deemed probable. During the years ended December 31, 2022 and 2021, dividends in the amount of $1,744,075 and $1,374,684, respectively, were accumulated. As of December 31, 2022 and 2021, the cumulative accumulated dividends were $4,666,663 and $2,922,588, respectively, which are not recognized in the Consolidated Statements of Changes in Stockholders’ Deficit, and Consolidated Balance Sheets. Further, if the Company declares, pays or sets aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock), the holders of the preferred stock shall receive a dividend on each outstanding share of preferred stock in an amount at least equal to the sum of (i) the amount of the aggregate accumulate dividends not previously paid and (ii) an amount equal on a per-share basis to the dividend declared, paid or set aside on shares of any other class or series of capital stock of the Company. c. Optional Conversion Each share of preferred stock is convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price is equal to the Seed OIP. The optional conversion feature is not required to be bifurcated from the preferred stock since the conversion feature into another form of equity is clearly and closely related to the preferred stock. d. Mandatory Conversion Upon either (a) the closing of the sale of the Company’s common stock to the public for a price of at least $0.10 per share in an initial public offering that results in gross proceeds of at least $100,000,000 whereby the Company’s common stock is listed on the Nasdaq, the New York Stock Exchange, or another exchange approved by the Board of Directors, or (b) the occurrence of an event, specified by vote or written consent of (i) the holders of at least a majority of the outstanding shares of preferred stock and (ii) the Company’s largest preferred stockholder, then all outstanding shares of preferred stock shall automatically be converted into shares of common stock, at the then effective preferred stock conversion rate. The conversion price is equal to the Seed OIP. The mandatory conversion features are not required to be bifurcated from the preferred stock since the Company determined the nature of the host is equity-like and the conversion options would not require bifurcation. e. Liquidation Event In the event of a liquidation, dissolution, or winding up of the Company, holders of preferred stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, or in the event of a Deemed Liquidation Event, preferred stockholders are entitled to be paid out of the consideration payable to stockholders or out of Available Proceeds, both before any payment to holders of common stock and in an amount equal to the Seed OIP plus any accruing, but unpaid dividends (the “Seed PS Liquidation Preference”). As of December 31, 2022, the liquidation preference of Seed Preferred was $20,364,558 , Seed-1 Preferred was $545,276 and Seed-2 Preferred was $3,089,035 , for a total of $23,998,869 . The carrying amount of preferred stock is greater than the Seed PS Liquidation Preference due to the warrant fair values which were added to the carrying amount of preferred stock upon exercise, partially offset by the accumulated dividends. If upon such liquidation, dissolution, or winding up of the Company, or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are not sufficient to satisfy the Seed PS Liquidation Preference, the holders of shares of preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of a liquidation, dissolution, or winding up of the Company, after satisfying the Seed PS Liquidation Preference, the holders of shares of the common stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, or, in the case of a Deemed Liquidation Event, the holders of shares of common stock shall be entitled to be paid out of the consideration payable to stockholders or out of the Available Proceeds in an amount equal to approximately $0.0117 per share (the “Common Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after satisfaction of the Seed PS Liquidation Preference, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of common stock the full amount to which they shall be entitled under the Common Stock Liquidation Amount, the holders of shares of common stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any liquidation, dissolution or winding up of the Company, after the payment in full of the Seed PS Liquidation Preference and the Common Stock Liquidation Amount the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of preferred pursuant to the Seed PS Liquidation Preference and the holders of shares of common stock pursuant to the Common Stock Liquidation Amount or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of the shares of preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of the Company. f. Deemed Liquidation Event Deemed Liquidation Events are defined as (1) a merger or consolidation, (2) the sale, lease, transfer, exclusive license or other disposition, whether in a single or series of related transactions, of substantially all the assets of the Company taken as a whole, (3) the sale or transfer by the Company or its stockholders of more than 50% of the voting power of the Company in a single or series of related transactions other than in a transaction or series of transactions effected by the Company primarily for financing purposes. In the event of a Deemed Liquidation Event involving a consolidation or a transfer of substantially all the assets of the Company, if the Company does not effect a dissolution of the Company under the law within ninety (90) days after such Deemed Liquidation Event, then (i) the Company shall send a written notice to each holder of preferred stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of preferred stock, and (iii) if the holders of at least a majority of the then outstanding shares of preferred stock so request in a written instrument delivered to the Company not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Company shall use the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (“Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of preferred stock in accordance with the liquidation preference noted below. If the Deemed Liquidation Event results in a liquidation, dissolution, or winding up of the Company, the consideration shall be allocated to the preferred and common stockholders in accordance with the terms of the Certificate of Incorporation applicable to the respective liquidation event. The preferred stockholders, through their representation on the Board of Directors, Deemed Liquidation Event provisions, and liquidation and dissolution provisions, could elect to liquidate the Company in a Deemed Liquidation Event, where net cash settlement could be required pursuant to the articles of the Certificate of Incorporation and therefore, redemption of the preferred stock would be considered outside of the Company’s control and its common stockholders. While the Certificate of Incorporation states that preferred stockholders and common stockholders are entitled to be paid out of the consideration payable or out of Available Proceeds, holders of each class of shares may not always be entitled to the same form of consideration. The preferred stockholders could force the preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company. Consequently, the preferred stock has been classified in Mezzanine Equity. |
10-Q Stockholders' Deficit
10-Q Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit a. Common Stock On June 7, 2023, the Company increased the authorized shares of common stock, $0.0001 par value, to 4,600,000,000 shares. As disclosed in Notes 1 and 5, on June 8, 2023, Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed to convert $10.1 million of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), which resulted in the issuance of 166,585,379 shares of Electriq common stock, including 33,317,076 incentive shares of common stock issued as an incentive prior to Closing. As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18.1 million of Pre-Closing Financings, a total of $11.0 million of Pre-Closing Financings was received through June 30, 2023. This resulted in the issuance of an additional 180,892,332 shares of Electriq common stock, including 36,178,466 incentive shares of common stock issued as an incentive prior to Closing. As disclosed in Note 8, the Company determined the total fair value received for each transaction to be the cash amount paid by the investors in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the common stock and the cumulative mandatorily redeemable Series B preferred stock issued based on the relative fair values in order to allocate the fair value of the consideration received to the shares issued. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability, which resulted in a fair value of common stock and cumulative mandatorily redeemable Series B preferred stock per share. The Company allocated the fair value to the cumulative mandatorily redeemable Series B preferred stock based on the percentage or proportion it represented within the total fair value received, with the remaining fair value allocated to the common stock. This was calculated by subtracting the fair value of the Series B preferred stock from the total fair value received to determine the fair value of common stock. The Company has concluded that the common stock issued should be classified as a component of Stockholders’ deficit in the Condensed Consolidated Balance Sheets. Subsequent changes in fair value of common stock issued are not recognized as long as the contract continues to be classified as a component of Stockholders’ deficit. b. Stock Options On September 27, 2015, the Company’s Board of Directors authorized and approved the adoption of the 2015 Equity Incentive Plan effective January 29, 2016. Subsequently, the plan was amended, the most recent of which was on March 12, 2020, allowing an aggregate of 360,917,134 shares to be issued. The plan shall terminate ten years after the plan’s adoption by the Board of Directors. As of June 30, 2023, an aggregate of 414,884,688 stock options were granted to date, 55,711,814 shares have been forfeited or expired to date and are included in the shares available to be granted and an aggregate total of 4,223,848 shares are still available to be granted under the plan. During the six months ended June 30, 2023 and 2022, the Board of Directors approved the grant of 5,500,000 and 11,750,000 stock options, respectively, to the Company’s employees, executives and consultants valued at $317,270 and $547,333, respectively, or an average of $0.0577 and $0.0465 per share, respectively. The term of the options is approximately ten years, and the vesting period is four years. In applying the Black-Scholes option pricing model, the Company used the following assumptions during the first six months of: 2023 2022 Risk-free interest rate 3.53%—4.27% 1.62%—2.93% Expected term (years) 6.25 6.25 Expected volatility 71.52%—71.65% 73.03% Expected dividends — — The following table summarizes the stock option activity for the six months ended June 30, 2023: Number of Options Weighted Weighted Average Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 Grants 5,500,000 $ 0.0700 10.0 Exercised (1,980,833) $ 0.0062 9.0 Forfeited (3,812,500) $ 0.0061 8.7 Outstanding at June 30, 2023 151,576,283 $ 0.0087 8.4 The following table presents information relating to stock options as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,200,000 3.5 1,200,000 3.5 $0.004 15,872,586 6.9 12,902,759 6.8 $0.006 68,846,706 8.0 58,919,621 7.9 $0.0071 59,656,991 9.2 43,118,170 9.2 $0.07 6,000,000 9.8 — — Totals 151,576,283 8.0 116,140,550 8.2 As of June 30, 2023, 18,261,146 stock options had been exercised, but had not yet vested. If the option holder leaves, the Company has the right to purchase back all unvested exercised options at the initial exercise price, which as of June 30, 2023 would be $107,038. As of June 30, 2023 and December 31, 2022, there were 53,696,879 and 105,636,923 unvested shares, respectively, with a weighted average grant date fair value of $0.0555 and $0.0656 per share, respectively. The stock-based compensation expense related to option grants was $1,280,436 and $339,821 during the three months ended June 30, 2023 and 2022, respectively, and $2,796,252 and $477,828 during the six months ended June 30, 2023 and 2022, respectively, and is included in general and administrative in the condensed consolidated statements of operations. As of June 30, 2023, the remaining stock-based compensation expense related to unvested option grants was $2,537,832, which is expected to be recognized over a weighted average remaining period of 2.7 years. As of June 30, 2023 and December 31, 2022, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $7,341,670 and $14,319,711, respectively, and $5,925,539 and $6,662,522, respectively. For the six months ended June 30, 2023, the total intrinsic value of the stock options exercised was $162,188. The Company and its Chief Executive Officer (“CEO”) have an agreement whereby the CEO is protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage is to remain at 6%. As of June 30, 2023, all required shares had been issued to the CEO in accordance with this agreement. a. Common Stock On August 5, 2021, the Company increased the authorized shares of common stock, $0.0001 par value, to 3,600,000,000 shares. b. Stock Options On September 27, 2015, the Company’s Board of Directors authorized and approved the adoption of the 2015 Equity Incentive Plan effective January 29, 2016. Subsequently, the plan was amended, the most recent of which was on March 12, 2020, allowing an aggregate of 360,917,134 shares to be issued. The plan shall terminate ten years after the plan’s adoption by the Board of Directors. As of December 31, 2022, an aggregate of 409,184,688 stock options were granted to date, 51,899,314 shares have been forfeited or expired to date and are included in the shares available to be granted and an aggregate total of 5,911,348 shares are still available to be granted under the plan. During the years ended December 31, 2022 and 2021, the Board of Directors approved the grant of 78,056,991 and 150,624,337 stock options, respectively, to the Company’s employees, executives and consultants valued at $6,307,463 and $5,820,971, respectively, or an average of $0.0808 and $0.0386 per share, respectively. The term of the options is approximately ten years, and the vesting period ranges from fully vested on the grant date to four years. In applying the Black-Scholes option pricing model, the Company used the following assumptions during: 2022 2021 Risk-free interest rate 1.43%—4.08% 0.66%—1.26% Expected term (years) 5.21—6.25 6.25 Expected volatility 71.65%—73.53% 73.03% Expected dividends 0.00 0.00 The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Number of Options Weighted Weighted Average Outstanding at January 1, 2021 117,281,148 $ 0.0039 9.1 Grants 150,624,337 $ 0.0060 10.0 Exercised (140,067,000) $ 0.0048 8.9 Forfeited (10,677,415) $ 0.0046 8.9 Outstanding at December 31, 2021 117,161,070 $ 0.0054 9.2 Grants 78,056,991 $ 0.0073 10.0 Exercised (24,713,199) $ 0.0054 8.7 Forfeited (14,143,750) $ 0.0031 8.6 Expired (4,491,496) $ 0.0044 7.9 Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 The following table presents information relating to stock options as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.001 1,200,000 4.0 1,200,000 4.0 $0.004 15,872,586 7.4 11,902,759 7.3 $0.006 73,840,039 8.5 56,944,205 8.4 $0.0071 60,456,991 9.7 — — $0.07 500,000 10.0 — — Totals 151,869,616 8.8 70,046,964 8.2 As of December 31, 2022, 23,514,271 stock options had been exercised, but had not yet vested. If the option holder leaves, the Company has the right to purchase back all unvested exercised options at the initial exercise price, which as of December 31, 2022 would be $137,887. As of December 31, 2022 and 2021, there were 105,636,923 and 70,615,428 unvested shares, respectively, with a weighted average grant date fair value of $0.0656 and $0.0226 per share, respectively. The following table presents information relating to stock options as of December 31, 2021: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,511,459 5.1 1,511,459 5.1 $0.004 29,134,572 8.4 11,096,531 8.4 $0.006 86,515,039 9.5 53,069,947 9.5 Totals 117,161,070 9.2 65,677,937 9.2 The stock-based compensation expense related to option grants was $2,300,619 and $4,430,508 during the years ended December 31, 2022 and 2021, respectively, and is included in general and administrative in the Consolidated Statements of Operations. As of December 31, 2022, the remaining stock-based compensation expense related to unvested option grants was $5,346,326, which is expected to be recognized over a weighted average remaining period of 1.9 years. As of December 31, 2022 and 2021, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $14,319,711 and $5,052,057, respectively, and $6,662,522 and $2,824,923, respectively. For the years ended December 31, 2022 and 2021, the total intrinsic value of the stock options exercised was $1,823,042 and $4,442,539, respectively. The Company and its Chief Executive Officer (CEO) have an agreement whereby the CEO is protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage is to remain at 6%. As of December 31, 2022, all required shares have been issued to the CEO in accordance with this agreement. |
10-Q Warrants
10-Q Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Warrants The Company uses the guidance in ASC 480 to determine its accounting for warrants. The valuation of the warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of June 30: 2023 2022 Term 0.08 - 2.0 years 2.0 years Risk-free interest rate 4.8% - 5.2% 2.9% Volatility 65% - 75% 110% a. Common Stock Common stock warrants allow the holder to purchase common stock. The common stock warrants are classified as liabilities under ASC 480 as they have the right to purchase shares of common stock of the Company for a variable number of shares. In connection with the issuance of certain SAFE notes in 2021, the Company contemporaneously issued warrants to purchase shares of common stock. These warrants are exercisable any time after issuance and have a life of 2 years from the date of issuance. These warrants provide the respective SAFE investors with the ability to obtain a variable number of shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. The Company recorded the warrants as a liability under ASC 480 and re-measured the fair value at the end of the reporting period, with changes in fair value reported in operations. As of June 30, 2023 and December 31, 2022, the fair value of the common stock warrants was $4,818,186 and $14,114,411, respectively. Decrease in the fair value of warrants to purchase shares of common stock as of June 30, 2023 was primarily the result of the fair value of equity in an IPO scenario based on estimated SPAC proceeds of $275 million and discounted to present value, as compared to prior valuations which considered $495 million of estimated SPAC proceeds, as well as reduced remaining time value until the warrants expire. During the three and six months ended June 30, 2023 and 2022, none of the common stock warrants were exercised. As of June 30, 2023, the common stock warrants were convertible into 371,468,806 shares of common stock. For the three months ended June 30, 2023 and 2022, the Company recorded a gain of $10,510,256 and a loss of $6,739,675, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded a gain of $9,296,225 and a loss of $7,163,583, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for common stock warrants. b. Pre-2023 Preferred Stock Preferred stock warrants allow the holder to purchase Seed Preferred stock. The preferred stock warrants are classified as liabilities under ASC 480 as the underlying shares into which the warrant is exercisable are contingently redeemable and classified as mezzanine equity. During June 2019, the Company issued warrants to purchase shares of its Seed Preferred stock to existing investors for assistance in fundraising. The warrants were exercisable any time after issuance and had a life of 3 years from the date of issuance. As of June 30, 2023 and December 31, 2022, there were no remaining warrants outstanding to purchase shares of Seed Preferred stock. During the three and six months ended June 30, 2023, there were no preferred stock warrants exercised. During the three and six months ended June 30, 2022, warrants were exercised and 80,792,496 shares of Seed Preferred stock were issued. For the three months ended June 30, 2023 and 2022, the Company recorded losses of zero and $2,923,134, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded losses of zero and $3,515,845, respectively, within fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for preferred stock warrants and expired warrants. During 2022, the number of shares of Seed Preferred stock to be received upon exercise of warrants was variable, changing based upon the number of shares of common stock then issued and issuable upon conversion of Seed Preferred. There was no Seed Preferred stock issuable under warrants as of June 30, 2023. |
10-Q Fair Value
10-Q Fair Value | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value As of June 30, 2023 and December 31, 2022, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments. See Notes 5 and 11 for disclosures related to the decline in fair value of SAFE notes and common stock warrant liabilities that resulted in unrealized fair value adjustment gains recognized in other expense (income) in the condensed consolidated statements of operations for the three and six months ended June 30, 2023. The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2023: Common Stock SAFE Notes Total Balance at December 31, 2022 $ 14,114,411 $ 51,600,000 $ 65,714,411 Changes in fair value included in operations (9,296,225) (16,490,000) (25,786,225) Balance at June 30, 2023 $ 4,818,186 $ 35,110,000 $ 39,928,186 The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2022: Preferred Stock Common Stock SAFE Notes Total Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Changes in fair value included in operations 3,515,845 7,163,583 16,279,000 26,958,428 Warrants exercised (9,932,991) — — (9,932,991) Balance at June 30, 2022 $ — $ 13,666,121 $ 47,277,000 $ 60,943,121 There were no transfers into or out of Level 3 financial instruments during the six months ended June 30, 2023 and 2022. instruments that were measured at fair value using Level 3 inputs on a recurring basis for the years ended December 31, 2022 and 2021: Preferred Stock Common Stock SAFE Notes Total Balance at January 1, 2021 $ 1,570,433 $ — $ — $ 1,570,433 Cash received — — 25,206,788 25,206,788 Changes in fair value included in operations 9,649,489 6,502,538 5,791,212 21,943,239 Warrants exercised (4,802,776) — — (4,802,776) Warrants expired — — — — Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Cash received — — — — Changes in fair value included in operations 3,515,845 7,611,873 20,602,000 31,729,718 Warrants exercised (9,932,991) — — (9,932,991) Balance at December 31, 2022 $ — $ 14,114,411 $ 51,600,000 $ 65,714,411 There were no transfers into or out of Level 3 financial instruments during the years ended December 31, 2022 and 2021. |
10-Q Income Taxes
10-Q Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not incur income tax expense for the three or six months ended June 30, 2023 and 2022. Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized. The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of June 30, 2023 and December 31, 2022. The loss before income taxes consisted of the following for the years ended: December 31, 2022 2021 United States $ (52,349,259) $ (35,758,403) Foreign — 5,164 Loss before income taxes $ (52,349,259) $ (35,753,239) The Company did not incur income tax expense for the years ended December 31, 2022 and 2021. The difference between actual tax expense and the tax expense which would be expected by applying the federal statutory rate of 21 percent to the loss before income taxes is primarily due to the following for the years ended December 31: 2022 2021 Income tax at federal statutory rate $ (10,993,344) $ (7,508,180) State income tax, net of federal income tax impact 1,027 (686,317) Valuation allowance change 5,650,994 2,979,251 Warrant liabilities 2,336,820 3,391,926 Fair value adjustments—SAFE notes 4,326,420 1,216,155 Other (1,321,917) 607,165 Income tax expense $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effect of the significant components of the Company’s deferred tax assets and liabilities consist of the following as of: December 31, 2022 2021 Net operating loss carryforwards $ 10,291,943 $ 6,079,301 Stock compensation 493,494 437,598 Warranty reserve 235,025 279,992 Lease liability 679,384 — Research and development costs 837,640 — Research and development credit carryforwards 368,939 — Inventory reserve 275,858 — Accrued expenses 255,189 — Other, net 47,874 122,048 Total deferred tax assets 13,485,346 6,918,939 Right-of-use asset (915,413) — Total deferred tax liabilities (915,413) — Less: Valuation allowance (12,569,933) (6,918,939) Net deferred tax asset $ — $ — As of December 31, 2022 and 2021, the Company has federal net operating loss carryforwards of $37,102,613 and $22,499,629, respectively, and state net operating loss carryforwards of $37,074,648 and $20,472,559, respectively. Portions of these carryforwards will begin to expire in 2034; federal net operating loss carryforwards generated in 2018 and forward will not expire. Pursuant to Section 382 of the Internal Revenue Code, the utilization of the Company’s federal net operating loss carryforwards may be limited in the event it is determined a cumulative change in ownership of more than 50% occurs within a three-year period. The Company is subject to taxation in the United States and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examinations by taxing authorities in these jurisdictions. For U.S. federal purposes, tax years 2018 and forward remain subject to examination, and for state income tax purposes, tax years 2017 and forward remain subject to examination. The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of December 31, 2022 and 2021. On March 27, 2020, the CARES Act was signed into law in response to the COVID-19 pandemic. The CARES Act provides numerous tax provisions and stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the impact of the CARES Act, and it did not have a material impact on the Company’s consolidated financial statements. |
10-Q Subsequent Events
10-Q Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated all subsequent events through August 11, 2023, the date the condensed consolidated financial statements were available to be issued and noted the following items requiring disclosure. Subsequent to June 30, 2023, through the date of this report, the Company issued 5,775,000 shares of common stock from stock option exercises in exchange for $38,548. With respect to subscription agreements signed in June 2023, $7.1 million of a total of $18.1 million of Pre-Closing Financings was received from the SPAC Executive in the amount of $4.5 million and from other investors in the amount of $2.6 million on July 12, 2023 ($1.0 million) and July 13, 2023 ($6.1 million). On July 12, 2023, related to the merger agreement described in Note 1, the SEC declared the S-4 effective. The Business Combination closed on July 31, 2023 and the newly merged public entity, Electriq Power Holdings, Inc., began trading on the New York Stock Exchange on August 1, 2023 under the ticker symbol ELIQ. At the merger closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of TLG Class A common stock by public stockholders of TLG: • each share of Electriq common stock issued and outstanding immediately prior to the Closing (excluding shares owned by Electriq or any of its direct or indirect wholly-owned subsidiaries as treasury stock or by TLG) was cancelled and converted into the right to receive a number of shares of TLG Class A common stock equal to one (1) multiplied by the Exchange Ratio (as defined in the S-4); • each share of Electriq cumulative mandatorily redeemable Series B preferred stock issued and outstanding immediately prior to the Closing was cancelled and converted into the right to receive a number of shares of TLG preferred stock equal to one (1) multiplied by the Exchange Ratio; • each outstanding vested and unvested Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of Class A common stock equal to (a) the product of the number of shares of Electriq common stock underlying such Electriq stock option immediately prior to the Closing multiplied by the Exchange Ratio at an exercise price per share equal to the quotient obtained by dividing (A) the exercise price per share of Electriq common stock underlying such Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio; and • the Lawrie Notes (as defined in the S-4) converted into equity securities of TLG in accordance with the terms of the Notes Conversion Agreement. On July 23, 2023, TLG and Electriq entered into an agreement (the “Forward Purchase Agreement”) with (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased 3,534,492 shares of TLG common stock from third parties through a broker in the open market (“Recycled Shares”). On July 31, 2023, 251,194 additional shares of New Electriq common stock were issued to Seller pursuant to the terms of the FPA Funding Amount PIPE Subscription Agreement entered into in connection with the Closing. The Forward Purchase Agreement provides that $3,000,000 (the “Prepayment Shortfall”) will be paid by Seller to TLG not later than one The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the Number of Shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as defined in Section 9.2(a) of the Amended and Restated Certificate of Incorporation of TLG in effect prior to consummation of the Business Combination, as amended, less (y) the Prepayment Shortfall. TLG paid to Seller separately the Prepayment Amount required under the Forward Purchase Agreement directly from TLG’s Trust Account maintained by Continental Stock Transfer and Trust Company that held the net proceeds of the sale of the units in TLG’s IPO and the sale of private placement warrants (the “Trust Account”), except that to the extent the Prepayment Amount payable to Seller is to be paid from the purchase of Additional Shares by Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will be netted against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares for its Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount. The Company expects to account for the Forward Purchase Agreement as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statements of operations. The ability of the Company to receive any of the proceeds from the Forward Purchase Agreement is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract derivative on the date of the Closing, with amounts included in net loss as a change in fair value of forward purchase contract derivative. The estimated fair value of the forward purchase contract derivative was calculated using a Black Scholes option pricing model and used significant assumptions including the risk free rate and volatility. Given the limited trading history of the Company, the Company utilized the volatility of peer group of public companies. Future estimates of trading prices were based on volatility assumptions that impact the estimated share price and Meteora’s corresponding sales in the open market. The Company has evaluated all subsequent events through March 6, 2023, the date the consolidated financial statements were available to be issued and noted the following items requiring disclosure. Subsequent to December 31, 2022, through the date of this report, the Company issued 937,500 shares of common stock in exchange for $5,625 . |
10-K Organization and Descripti
10-K Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Electriq Power, Inc. (“Electriq,” “Electriq Power,” or the “Company,”) is a leading energy solutions provider that designs, develops, manages, delivers and services integrated energy storage systems for residential applications primarily in North America. Electriq Power was formed as a Delaware Corporation in August 2014. The Company sells its integrated energy storage systems through a network of channel partners, including solar and electrical distributors and installation companies, utility companies, municipalities, community choice aggregators and homebuilders, as well as through partnerships with large strategic corporations where they rebrand the Company’s products (“white-label”). Electriq’s wholly owned subsidiaries are Electriq Power Labs, Inc., formed in Canada in June 2016 and closed in January 2021, EIQP Limited, formed in Hong Kong in December 2016 and closed in July 2021, Parlier Home Solar, LLC, formed in California in April 2021, and Santa Barbara Home Power Program, LLC, formed in California in September 2022. Electriq has an 80% owned subsidiary, Electriq Microgrid Services LLC, formed in Delaware in May 2022. On November 13, 2022, the Company entered into a Merger Agreement, which was amended by the First Amendment to Merger Agreement dated December 23, 2022, the Second Amendment to Merger Agreement dated March 22, 2023 and the Third Amendment to Merger Agreement dated June 8, 2023 (the “Merger Agreement”), with a publicly-traded special purpose acquisition company (“SPAC”), TLG Acquisition One Corp. (“TLG”). Following completion of the contemplated transactions by the Merger Agreement (the “Business Combination”), the separate corporate existence of the Company will cease and the Company equity holders will become equity holders of TLG, which will change its name to Electriq Power Holdings, Inc. and will be led by existing Company management. The Business Combination will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, TLG will be treated as the “acquired” company and the Company as the “accounting acquirer” for financial reporting purposes. The transaction Business Combination closed on July 31, 2023. See Note 14. The Third Amendment to Merger Agreement includes references to the following Private Capital Raise: As conditions to closing, the Merger Agreement requires that: (i) within 72 hours after TLG receives comments from the Securities and Exchange Commission (the “SEC”) on Amendment No. 3 to TLG’s Registration Statement on Form S-4 (the “S-4”), the Company shall receive net cash proceeds of at least $3,000,000 from the sale of equity securities to an executive of TLG (“SPAC Executive”) and net cash proceeds of at least $3,000,000 from the sale of equity securities to third parties, and within 24 hours after the SEC declares the S-4 effective, the Company shall receive net cash proceeds of at least $4,500,000 from the sale of equity securities to the SPAC Executive and net cash proceeds of at least $1,500,000 from the sale of equity securities to third parties; (ii) the Company shall have converted an aggregate amount of $10,130,000, including accrued interest, of Shareholder Notes (as defined in the Merger Agreement) from management or significant equity investors that are currently included in loans payable into equity securities of the Company; and (iii) TLG or the Company shall have received net cash proceeds from the sale of equity securities to the SPAC Executive of at least $5,000,000 and net cash proceeds from the sale of equity securities to third parties of at least $1,500,000. See further discussion in Notes 5, 8 and 10. As disclosed in Note 5, on June 8, 2023, certain notes conversion agreements (the “Notes Conversion Agreement”) were executed between the Company and various noteholders whereby the noteholders have agreed that the currently outstanding aggregate principal amounts of existing notes of the Company to those noteholders (the “Notes”), included in loans payable, totaling approximately $7.8 million, and all accrued but unpaid interest on the Notes of approximately $2.3 million shall automatically convert into securities of the Company, upon the execution of the Notes Conversion Agreements. As disclosed in Notes 8 and 10, with respect to subscription agreements signed in June 2023, including the $18.1 million of Pre-Closing Financings (as defined in the S-4), a total of $11.0 million of Pre-Closing Financings was received through June 30, 2023 from the SPAC Executive in the amount of $5.5 million and from other investors in the amount of $5.5 million, including $3.0 million each received from the SPAC Executive and from other investors, respectively, on June 23, 2023 and $2.5 million each received from the SPAC Executive and from other investors, respectively, earlier in June 2023. The remaining $7.1 million of the Pre-Closing Financings was received subsequent to June 30, 2023, in July 2023, after the SEC declared the S-4 effective with $4.5 million received from the SPAC Executive and $2.6 million received from other investors. See Note 14 for a subsequent events update. The Company’s fiscal year begins on January 1 and ends on December 31. Electriq Power, Inc. (“Electriq,” “Electriq Power,” or the “Company,”) is a leading energy solutions provider that designs, develops, manages, delivers and services integrated energy storage systems for residential applications primarily in North America. Electriq Power was formed as a Delaware Corporation in August 2014. The Company sells its integrated energy storage systems through a network of channel partners, including solar and electrical distributors and installation companies, utility companies, municipalities, community choice aggregators and homebuilders, as well as through partnerships with large strategic corporations where they rebrand the Company’s products (“white-label”). Electriq’s wholly owned subsidiaries are Electriq Power Labs, Inc., formed in Canada in June 2016 and closed in January 2021, EIQP Limited, formed in Hong Kong in December 2016 and closed in July 2021, Parlier Home Solar, LLC, formed in California in April 2021, and Santa Barbara Home Power Program, LLC, formed in California in September 2022. Electrtiq has an 80% owned subsidiary, Electriq Microgrid Services LLC, formed in Delaware in May 2022. On November 13, 2022, the Company entered into a merger agreement with a publicly-traded special purpose acquisition company (“SPAC”), TLG Acquisition One Corp. (“TLG”). If the transactions contemplated by the merger agreement are completed, the separate corporate existence of the Company will cease and the Company equity holders will become equity holders of the SPAC, which will change its name to Electriq Power Holdings, Inc. and will be led by existing Company management. The business combination would be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, TLG will be treated as the “acquired” company and the Company as the “accounting acquirer” for financial reporting purposes. The transaction is expected to close during the first half of 2023 and remains subject to customary closing conditions, approval by the SPAC stockholders and regulatory approvals. The Company’s fiscal year begins on January 1 and ends on December 31. |
10-K Summary of Significant Acc
10-K Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Reporting The condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and pursuant to the rules and regulations of the SEC. In the opinion of management, the information furnished herein reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Results for interim periods should not be considered indicative of results for the full year. The Unaudited Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements and should be read in conjunction with the Notes to Consolidated Financial Statements which appear herein. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. Through June 30, 2023, the Company has incurred recurring losses from operations and negative operating cash flows, and as of June 30, 2023 has recorded an accumulated deficit and a working capital deficit of $98,504,784 and $25,861,351, respectively. In December 2022, the Company received a notice from its major customer, Kohler Co. (“White-Label Provider”), of its intent to terminate its contract. While the Company has continuously asserted that it has not breached the agreement, on May 19, 2023, it entered into a settlement with the customer. As a result, the Company experienced a significant decline in revenue during the three and six months ended June 30, 2023, which is consistent with its revised forecast for the year ending December 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon improving its profitability through the introduction of new products and service offerings, including the successful execution of its sustainable communities network and microgrid offerings from customer agreements entered into in 2022 and 2023, as well as the continuing financial support from its stockholders or other debt or capital sources. The Company is currently evaluating strategies to obtain the additional required funding in 2023 for its future operations. These strategies include, but are not limited to, obtaining equity financing, issuing debt or entering into financing arrangements. For example, as reflected in Note 1, funds received as part of the Pre-Closing Financings and Notes Conversion Agreements. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities and reported expenses that may result if the Company is not able to continue as a going concern. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties. Comprehensive Loss The Company applies Accounting Standards Codification Topic (“ASC”) Topic 220 (Reporting Comprehensive Income) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the three and six months ended June 30, 2023 and 2022, the Company had no unrealized gains or losses. Segment Information ASC 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. During the three and six months ended June 30, 2023 and 2022, the Company sold its integrated energy storage systems through its partners and operated as one segment. Therefore, the consolidated information disclosed herein also represents all the financial information related to the Company’s operating segment. Inventory Inventory consists entirely of finished goods. The Company’s reserve for inventory obsolescence and slow-moving items was $1,348,621 and $976,881 as of June 30, 2023 and December 31, 2022, respectively. Inventory deposits consist of prepayments to vendors to secure an adequate supply of required future inventory purchases for a limited period of time, as needed. Associated with the settlement with the White-Label Provider, as described in Note 7, during the three months ended June 30, 2023, the Company wrote-off $2,657,281 of specific White-Label Provider related inventory deposits, resulting in a one-time charge to other expense, net, as when the inventory is returned, as per the settlement agreement, the Company will no longer be able to utilize the deposits. Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of our installed energy storage solutions was $4,658 and $287,222 in the three months ended June 30, 2023 and 2022, respectively, and $27,185 and $327,782 in the six months ended June 30, 2023 and 2022, respectively, and is included in product net revenue. See Note 3. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. On March 13, 2023, the Company entered into a multi-year agreement with EverBright, LLC, a subsidiary of a major U.S. clean-energy company to provide the Company financing to support the implementation of sustainable community networks throughout California. The provider company, founded by one of the largest investors in clean energy infrastructure, provides a platform that designs, proposes and finances solar and energy storage projects nationwide. The agreement provides the Company with the exclusive right to install systems for the first 8,000 customers that execute qualifying power purchase agreements under the sustainable community networks program. Following the 30 month anniversary of the arrangement, either party may terminate this agreement upon 60 days prior notice to the other party. The agreement provides that the Company will design and propose systems for approval by the clean-energy company based upon customer agreements with each customer. Upon approval by the clean-energy company, each system is then installed by the Company at a purchase price specified in the agreement, with the clean-energy company, as the purchaser of the system, making progress payments to the Company after achievement of certain milestones. The Company’s providers’ expertise in the energy sector and their software platform will enable the Company to jointly provide potential grid services and expand access to more communities. This arrangement includes multiple performance obligations, including installed systems, grid services and software license revenues. Revenue from installed systems will be recognized over time following the output method, as systems are installed after control has transferred to the customer. Grid services revenue will be recognized over time as the services are performed. Software license revenue is not significant to the arrangement. There were no revenues generated on this arrangement during the three and six months ended June 30, 2023 or in any prior periods. The Company is currently in the project qualification approval and installation stages of implementation for several residential customers in Santa Barbara, California, and expects to begin recognizing revenue on this arrangement in the three months ending September 30, 2023. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. Contract costs As a practical expedient, the Company expenses as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and are recorded within sales and marketing expense in the Company’s condensed consolidated statements of operations. Net Income (Loss) Per Share The Company accounts for net income (loss) per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net income (loss) per share attributable to common stockholders was calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock as the holders of such preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net income (loss) per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, convertible debt, SAFE notes, cumulative mandatorily redeemable Series B preferred stock and warrants to purchase pre-2023 convertible preferred stock and common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders for periods reported prior to June 30, 2023, as their effect was anti-dilutive in those prior periods. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and six months ended June 30, 2022. The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the three and six months ended June 30: 2022 Stock options 127,414,568 Common stock warrants 238,920,875 Pre-2023 Convertible preferred stock 2,576,042,979 Total 2,942,378,422 The Company reported net income attributable to common stockholders for the three and six months ended June 30, 2023. The following reconciles the weighted average number of shares of common stock outstanding—basic to the weighted average number of shares of common stock outstanding—diluted, as used in the calculation of net income per share attributable to common stockholders—basic and diluted in the Company’s condensed consolidated statements of operations: Three months ended June 30, 2023 Six months ended June 30, 2023 Weighted average number of shares of common shares outstanding—basic 292,800,860 257,334,845 Stock options 106,085,533 109,746,272 Cumulative mandatorily redeemable Series B preferred stock 144,541,189 144,541,189 Common stock warrants 37,281,342 61,120,073 Pre-2023 Convertible preferred stock 2,576,042,979 2,576,042,979 Weighted average number of shares of common stock outstanding—diluted 3,156,751,903 3,148,785,358 Construction in Process The Company accounts for assets under development for future revenue generation as part of construction in process. These systems take up to three months to construct in a steady state, from start to finish, up to the receipt of a “permission-to-operate” (“PTO”) a system that is required in order to start billing a customer for services to be provided. These assets will be placed in service to begin depreciation once a completed PTO is received. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements. The Company expects it would qualify as an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Basis of Reporting The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Electriq Power, Inc., its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. The functional currency of the Company’s foreign subsidiaries is their local reporting currency. Those assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of translation adjustments were not material. Going Concern The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. Through December 31, 2022, the Company has incurred recurring losses from operations and negative operating cash flows, and as of December 31, 2022 has recorded an accumulated deficit and a working capital deficit of $104,993,411 and $59,761,147 , respectively. In December 2022, the Company received a notice from its major customer of its intent to terminate their contract. See Note 3 for additional details. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon improving its profitability through the introduction of new products and service offerings, including the successful execution of its sustainable communities network and microgrid offerings from customer agreements entered into in 2022, as well as the continuing financial support from its shareholders or other debt or capital sources. The Company is currently evaluating strategies to obtain the required funding for future operations. These strategies include, but are not limited to, obtaining equity financing, issuing debt or entering into financing arrangements. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities and reported expenses that may result if the Company is not able to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; SAFE notes; convertible notes; income taxes; and reserves for warranties. Comprehensive Loss The Company applies ASC Topic 220 (“Reporting Comprehensive Income”) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the years ended December 31, 2022 and 2021, the Company had no unrealized gains or losses. Segment Information Accounting Standards Codification Topic (“ASC”) 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. During the years ended December 31, 2022 and 2021, the Company sold its integrated energy storage systems through its partners and operated as one segment. Therefore, the consolidated information disclosed herein also represents all the financial information related to the Company’s operating segment. Trade Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable, historical bad debts loss rate experience and expectations of forward looking estimates. Accounts receivable balances are written off against the allowance upon management’s determination such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes credit risks on accounts receivable will not be material to the financial position of the Company or its results of operations. The allowance for doubtful accounts was $30,429 and $206,124 as of December 31, 2022 and 2021, respectively. The Company recorded a net credit in the provision for expected credit losses and write-offs charged against the allowance of $15,806 and $159,889, respectively, in the year ended December 31, 2022. Customary terms generally require payment within 30 days and, for certain customers, deposits may be required in advance of shipment. Inventory Inventory is stated at lower of weighted average cost or net realizable value. On an on-going basis, inventory is evaluated for obsolescence and slow-moving items. If the Company’s review indicates a reduction in utility below carrying value, inventory is reduced to a new cost basis. Cost includes components used in the assembly process, inbound costs, labor and overhead. Inventory consists entirely of finished goods. The Company’s reserve for inventory obsolescence and slow-moving items increased from zero as of December 31, 2021 to $976,881 as of December 31, 2022 primarily due to a one-time reserve for enclosures that we have procured for a major customer, which rebrands and sells our product as white-label with its own branded enclosures, who provided notice of its intent to terminate its contract. Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the year ended December 31, 2022, the Company recognized $1,151,760 of revenue under bill-and-hold arrangements with a customer. The customer requested that the Company keep the products in its custody due to lack of sufficient storage capacity at the customer’s facility. The material was assembled in customer specific enclosures and palletized in the Company’s warehouse. The Company did not have the ability to use the product or direct its use to another customer, as it was clearly demarcated as belonging to the customer, and was ready for immediate release to the shipper, resulting in the recognition of revenue upon delivery to the Company’s warehouse dock. The timing of transfer of title and risk of loss was explicitly stated within the contract terms. As of December 31, 2022, the Company did not have any outstanding bill-and-hold obligations such as storage, handling or other custodial duties. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of our installed energy storage solutions was $464,392 and $248,764 in the years ended December 31, 2022 and 2021, respectively, and is included in Product net revenue. See Note 3 below. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. Research and Development The Company accounts for research and development costs in accordance with the ASC 730-10, Research and Development. Under ASC 730-10, all research and development costs must be charged to expense as incurred. Shipping and Handling Fees Shipping and handling fees billed to customers, as well as the costs associated with shipping goods to customers, are recorded within selling, general and administrative expenses. During the years ended December 31, 2022 and 2021, the Company incurred $31,307 and $81,012, respectively, which is recorded in general and administrative in the Consolidated Statements of Operations. Advertising The Company charges the cost of advertising to expense as incurred. During the years ended December 31, 2022 and 2021, the Company incurred $1,015,128 and $388,902, respectively, which is recorded in sales and marketing in the Consolidated Statements of Operations. Concentration of Credit Risks and Other Risks and Uncertainties Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash is mainly deposited on demand at one financial institution in the U.S. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash. The Company’s accounts receivables are derived from revenue earned from customers located throughout the world. When necessary, the Company performs credit evaluations of its customers’ financial condition and sometimes requires partial payment in advance of shipping. As of December 31, 2022 and 2021, the Company had three customers accounting for 30%, 27% and 20% of accounts receivable, and 61%, 12% and 11% of accounts receivable, respectively. For the years ended December 31, 20 |
10-K Revenue
10-K Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s net revenue was comprised of the following: Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Product net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 Total net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 For the three and six months ended June 30, 2023 and 2022, all sales were to customers in North America. As of June 30, 2023 and December 31, 2022, gross accounts receivable from customers was $141,222 and $347,852, respectively, before allowances. Deferred revenues consist of contract liabilities for advance payments received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term based on the period in which revenues are expected to be recognized. As of June 30, 2023 and December 31, 2022, the Company had recorded $80,164 and $192,012, respectively, in accrued expenses and other current liabilities, with the long-term balance of $436,860 as of both June 30, 2023 and December 31, 2022 in other long-term liabilities, as shown in the condensed consolidated balance sheets. The Company’s activity in deferred revenue was comprised of the following for the six months ended June 30: 2023 2022 Balance at beginning of period $ 628,872 $ 446,360 Billings 73,097 9,520,180 Revenue recognized (184,945) (9,346,335) Balance at end of period $ 517,024 $ 620,205 Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, Balance of 2023 $ 77,772 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 245,092 Total deferred revenue $ 517,024 The Company’s net revenue was comprised of the following for the years ended December 31: 2022 2021 Product net revenue $ 15,975,783 $ 3,024,113 Service net revenue — 380,000 Total net revenue $ 15,975,783 $ 3,404,113 For the years ended December 31, 2022 and 2021, all sales were to customers in North America. As of December 31, 2022 and 2021, gross accounts receivable from customers was $347,852 and $1,123,741, respectively, before allowances. Deferred revenues consist of contract liabilities for advance payments received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term based on the period in which revenues are expected to be recognized. As of December 31, 2022 and 2021, the Company had recorded $192,012 and $404,240, respectively, in accrued expenses and other current liabilities, with the long-term balances of $436,860 and $42,120, respectively, in other long-term liabilities, both as shown in the Consolidated Balance Sheets. The Company’s activity in deferred revenue was comprised of the following for the years ended December 31: 2022 2021 Balance at beginning of period $ 446,360 $ 86,654 Billings 16,158,295 3,792,319 Revenue recognized (15,975,783) (3,404,113) Refunds — (28,500) Balance at end of period $ 628,872 $ 446,360 Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, 2023 $ 203,200 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 231,512 Total deferred revenue $ 628,872 |
10-K Property and Equipment, ne
10-K Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consist of the following as of: June 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 562,106 523,050 Leasehold improvements 105,614 105,614 Construction in progress 848,754 737,131 Total property and equipment 1,829,045 1,659,366 Less accumulated depreciation and amortization (316,843) (237,073) Property and equipment, net $ 1,512,202 $ 1,422,293 Depreciation and amortization of property and equipment of $40,460 and $41,533 was recorded for the three months ended June 30, 2023 and 2022, respectively, and $80,816 and $87,908 was recorded for the six months ended June 30, 2023 and 2022, respectively. Property and equipment, net, consist of the following as of: December 31, 2022 2021 Computer $ 12,321 $ 14,953 Office equipment 281,250 — Machinery 523,050 50,910 Leasehold improvements 105,614 132,575 Construction in progress 737,131 393,052 Total property and equipment 1,659,366 591,490 Less accumulated depreciation and amortization (237,073) (92,028) Property and equipment, net $ 1,422,293 $ 499,462 |
10-K Indebtedness
10-K Indebtedness | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness a. Convertible Notes Payable On December 23, 2022, the Company entered into an amended and restated securities purchase agreement (the “SPA”) with the SPAC Executive described in Note 1 above, which provided for the SPAC Executive’s obligation to provide funding to the Company up to a maximum amount of $8.5 million, provided that the Company had satisfied the conditions for closing under the SPA or the SPAC Executive had waived those conditions. On March 22, 2023, the Company entered a first amendment to the SPA with the SPAC Executive. Pursuant to the SPA, and the first amendment to the SPA, the Company issued to the SPAC Executive two secured convertible promissory notes (the “SPAC Executive Notes”) in the aggregate amount of $8.5 million. The initial $5.0 million funding under the SPA was received on December 30, 2022. The remaining $3.5 million funding was received from the SPAC Executive on March 30, 2023. The SPAC Executive Notes issued bear interest at a simple rate of 14% per annum, payable quarterly in cash. Funding under the securities purchase agreement were subject to certain conditions. The SPAC Executive Notes are secured, and are payable in full 24 months following the issuance of the notes. The SPAC Executive Notes are senior to all current and future indebtedness of the Company, except they are subordinated to the Company Revolver and pari passu to certain Company stockholder debt. The notes are also senior to certain Company stockholder debt; provided that such Company stockholder debt can be paid at maturity assuming no event of default has occurred under the SPAC Executive Notes. If not converted in connection with the merger agreement described in Note 1 above, the SPAC Executive Notes will be assumed by the new Electriq entity resulting from the merger. The SPAC Executive has the right but not the obligation to convert the outstanding principal and unpaid accrued interest on the convertible notes into shares of common stock of the Company or its successor in interest in the event of (i) a future issuance of equity securities for the purpose of raising capital of at least $20 million; (ii) an acquisition of the Company or its successor, whether by asset purchase, merger or share purchase (an “Acquisition Transaction”); (iii) certain capital markets transactions, including initial public offering (“IPO”), direct listing, or SPAC-related transaction (a “Capital Markets Transaction”); or (iv) upon maturity if the SPAC Executive Note remains outstanding. Further, feature (v) states that if an Acquisition Transaction occurs before the repayment or conversion of the SPAC Executive Notes into conversion shares, the Company will pay to the SPAC Executive at the closing of the Acquisition Transaction if the SPAC Executive elects not to convert the SPAC Executive Notes in connection with such Acquisition Transaction an amount equal to any unpaid accrued interest plus two times the outstanding principal amount of the SPAC Executive Notes. Other than at maturity, the conversion price is 95% of the relevant consideration per share. With respect to conversion at maturity, the price per share is to be obtained by dividing $275.0 million by the number of outstanding shares of common stock of the Company. SPAC Executive will be entitled to demand prepayment in cash in connection with any Capital Markets Transaction. The SPAC Executive Notes will have events of default that are customary for similar instruments. The Company has evaluated each of the features and has concluded that the Capital Market Transaction is the most predominant outcome of all the possible features of this instrument, as the Company is currently in negotiations to enter into a SPAC transaction expected to close in the next three months. As consummation of a merger with a SPAC is in the Company’s control, management believes that ASC 480 is not applicable until the merger occurs. As the SPAC Executive Notes are not accounted for under ASC 480, the Company continued its assessment to determine the nature of the host and the accounting for the embedded features under other relevant guidance. The SPAC Executive Notes included one embedded conversion feature for which ASC 815 required the Company to bifurcate and separately account for the conversion feature as an embedded derivative, and carry the embedded derivative on its balance sheet at fair value and account for any unrealized changes in fair value as a component of the results of operations. Since feature (v) described above would include a large premium, it is not considered to be clearly and closely related to the debt host. The fair value of the derivative liability as of June 30, 2023 was de minimis, as the factors underlying the bifurcated conversion feature giving rise to the derivative treatment have a low probability of occurrence. On June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties have agreed that simultaneous with the closing of the merger described in Note 1 above, pursuant to the terms and conditions of the Merger Agreement, the SPAC Executive Notes will automatically convert into securities of the new public entity, upon which the SPA and the SPAC Executive Notes will be terminated including any rights of conversion set forth therein, and shall be cancelled. SPAC Executive also agreed that $8,500,000, the currently outstanding aggregate principal amount of the SPAC Executive Notes, and all accrued but unpaid interest on the SPAC Executive Notes shall automatically convert into securities of the new public entity simultaneously with the closing of the merger. On November 2, 2021, the Company borrowed $2,000,000 bearing interest at 10% per annum. Interest expense of $33,472 was recorded in 2021 and added to the principal balance of the loan. The loan was repayable in twelve monthly installments of $178,775, representing both interest and principal, beginning in January 2022. As of June 30, 2023 and December 31, 2022, the balance was $0 and $177,297, respectively. In June 2022, the Company borrowed $11,200,000, of which $5,100,000 was borrowed from management or significant equity investors, bearing simple interest at 2%, accrued monthly. The loans were repayable in twelve months. The amount owed was equal to (i) the balance outstanding and all accrued interest, plus (ii) a one-time prepayment fee equal to 6% of the balance outstanding. On June 8, 2023, additional Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed that the currently outstanding aggregate principal amounts of the notes, included in loans payable, totaling approximately $7.8 million, and all accrued but unpaid interest on the notes of approximately $2.3 million shall automatically convert into securities of the Company, upon the execution of these agreements. Conversions of approximately $10.1 million of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 166,585,379 shares of Electriq common stock, including additional shares of Electriq common stock issued to noteholders as an incentive to convert, and 66,644,737 shares of Electriq cumulative mandatorily redeemable Series B preferred stock as an incentive prior to Closing. See further discussion surrounding the cumulative mandatorily redeemable Series B preferred stock in Note 8. The Company determined the total fair value received of $21.1 million of funds received in June 2023 for the Pre-Closing Financings and Notes Conversion Agreements for each transaction was equivalent to the cash amount paid by the investors in exchange for the stock (i.e., $11.0 million in Pre-Closing Financings and $10.1 million in Notes Conversion Agreements). See further discussion in Notes 8 and 10. During June 2023, all remaining loans payable balances that were not included in the Notes Conversion Agreements, including a total remaining cumulative principal balance of approximately $3.4 million, plus accrued interest, were repaid to noteholders that elected not to convert their respective notes. As of June 30, 2023, all outstanding loans payable of $11.2 million were either converted or repaid. The only outstanding Company indebtedness as of June 30, 2023 was the $8.5 million in convertible SPAC Executive Notes. The following summarizes the maturities of the convertible note payable as of June 30, 2023: Balance of 2023 $ — 2024 5,000,000 2025 3,500,000 Total loans and convertible note payable $ 8,500,000 b. SAFE Notes During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes are not mandatorily redeemable, nor do they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could require the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measures fair value at the end of each reporting period, with changes in fair value reported in operations. The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon either a (i) financing, (ii) liquidity event due to a sale, or (iii) liquidity event from going public. Decreases in the fair value of SAFE notes resulted in remeasurement gains of $16,750,000 and $16,490,000 for the three and six months ended June 30, 2023, respectively. The decreases in the fair value of SAFE notes as of June 30, 2023 were primarily the result of the fair value of equity in an initial public offering scenario based on estimated TLG proceeds to existing Electriq stockholders (excluding current cumulative mandatorily redeemable Series B preferred stock and common stock financing round) of $275 million and discounted to present value, as compared to prior valuations which considered $495 million of estimated TLG proceeds. The fixed price conversions under the various scenarios were calculated using the following assumptions: June 30, 2023 December 31, 2022 Term 0.8 - 2.0 years 0.3 - 2.0 years Risk-free interest rate 4.81% - 5.33% 4.36% - 4.67% Volatility 65% - 75% 75% - 85% Between May 2021 and October 2021, the Company issued a series of SAFE notes in an aggregate principal amount of $8,906,788 to investors, of which $7,229,245 were issued to management or significant equity investors, which provide the investors with a right to obtain shares of preferred stock upon the occurrence of certain events. The fair value of the SAFE notes on the date of issuance was determined to equal the proceeds received by the Company. As of June 30, 2023 and December 31, 2022, the fair value of the SAFE notes were $14,670,000 and $22,750,000, respectively. For the three months ended June 30, 2023 and 2022, the Company recorded a gain of $8,430,000 and a loss of $6,194,000, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded a gain of $8,080,000 and a loss of $8,131,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. In November 2021, the Company issued a second series of SAFE notes in an aggregate principal amount of $16,300,000 to investors, of which $15,000,000 were issued to significant equity investors. Additionally, warrants to purchase shares of common stock were issued contemporaneous with several of these issued SAFE notes. These warrants provided the SAFE investors with the ability to obtain shares of common stock of the Company equal to the amount of the SAFE investment divided by a defined exercise price. See Note 12. As of June 30, 2023 and December 31, 2022, the fair value of the SAFE notes were $20,440,000 and $28,850,000, respectively. For the three months ended June 30, 2023 and 2022, the Company recorded a gain of $8,320,000 and a loss of $6,241,000, respectively, and for the six months ended June 30, 2023 and 2022, the Company recorded a gain of $8,410,000 and a loss of $8,148,000, respectively, within other expense (income) in the Condensed Consolidated Statements of Operations related to fair value adjustments for these SAFE notes. a. Convertible Notes Payable During 2019, the Company issued $2,822,500 convertible promissory notes (“2019 Notes”) to investors, of which $2,717,500 were issued to management or significant equity investors. These 2019 Notes had a stated interest rate of 8% per annum, a two-year maturity date and were convertible, at the holder’s sole option, into shares of preferred stock at variable conversion prices. The interest expense on the 2019 Notes during the years ended December 31, 2022 and 2021 was zero and $119,757, respectively. For the years ended December 31, 2022 and 2021, the discount accretion on the 2019 Notes was zero and $234,500, respectively, and is included within interest expense on the Consolidated Statement of Operations. On July 19, 2021, the 2019 Notes with a principal amount of $2,822,500, along with accrued interest of $427,790, for a total of $3,250,290, were converted to preferred shares. This conversion of the 2019 Notes was through the Voluntary Conversion after First Anniversary feature of the 2019 Notes, which provided in the event the 2019 Notes do not convert into preferred stock in a Qualified Financing or Non-Qualified Financing, both as defined, or are repaid upon the maturity date or in a liquidity event, as defined, within 12 months, the 2019 Note holder has the option to convert the outstanding principal plus accrued and unpaid interest into shares of preferred stock. This voluntary conversion did not meet the definition of a derivative because there was no contractual or market mechanism to facilitate net settlement. The shares of preferred stock issued upon conversion were 808,582,252. A liquidity event, for purposes of the 2019 Notes, is defined as (i) sale of more than 50% of the outstanding voting securities having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation, (iii) sale, lease or other disposition of all or substantially all of the assets of the Company, (iv) exclusive licensing of material intellectual property, or (v) dissolution or winding up of the Company. The 2019 Notes included two embedded conversion features, for which ASC 815-15 required the Company to bifurcate and separately account for the conversion features as embedded derivatives and carry the embedded derivatives on its balance sheet at fair value and account for any unrealized changes in fair value as a component of the results of operations. The embedded conversion features were (1) Voluntary Conversion in a Qualified or Non-Qualified Financing, and (2) Mandatory Prepayment. The Voluntary Conversion in a Qualified Financing was at the election of the 2019 Note holder if the Company consummated, prior to maturity date or a liquidity event, as defined, sale of preferred stock with at least $4,000,000 in proceeds (“Qualified Financing”). The Voluntary Conversion in a Non-Qualified Financing was at the election of the 2019 Note holder if the Company consummated, prior to maturity date or a liquidity event, as defined, sale of preferred stock that did not constitute a Qualified Financing (“Non-Qualified Financing”). For each, the conversion price was the price per share equal to the lesser of (i) 80% of the applicable price per share paid by the purchasers of the preferred stock sold in a Qualified Financing or Non-Qualified Financing or (ii) an amount obtained by dividing (x) $20,000,000 by (y) the fully diluted capitalization of the Company. The Voluntary Conversion in a Qualified or Non-Qualified Financing would have been settled in a variable number of shares, accordingly it was evaluated as a redemption feature and met the definition of a derivative. Mandatory Prepayment was upon the occurrence of a liquidity event, as defined, whereby any outstanding principal and interest not converted into equity was due and payable immediately upon closing of the liquidity event, plus a 100% premium equal to the 2019 Notes’ principal. Both embedded conversion features contained a substantial premium, thus they are not clearly and closely related to the 2019 Notes and are redemption features which are bifurcated and separately accounted for as an embedded derivative. During 2020, the fair value of the derivative liability decreased from $804,000 to zero as the factors underlying the bifurcated conversion features giving rise to the derivative treatment did not occur and were not contemplated to occur. On December 23, 2022, the Company entered into an amended and restated securities purchase agreement (the “SPA”) with an executive of the SPAC (“SPAC Executive”) described in Note 1 above, which provides for the SPAC Executive’s obligation to provide funding to the Company up to a maximum amount of $8.5 million, provided that the Company has satisfied the conditions for closing under the SPA or the SPAC Executive has waived those conditions. Pursuant to the SPA, and subject to the closing of the financing arrangement, the Company will issue to the SPAC Executive one or more secured convertible promissory notes in the aggregate amount of up to a maximum of $8.5 million. The initial $5.0 million funding under the amended and restated securities purchase agreement with the SPAC Executive was received on December 30, 2022. Potential funding of up to an additional $3.5 million is subject to certain conditions. The notes issued bear interest at a simple rate of 14% per annum, payable quarterly in cash. Funding under the securities purchase agreement is subject to certain conditions. The SPAC Executive Note is secured, and is payable in full 24 months following the issuance of the note. The SPAC Executive Note is senior to all current and future indebtedness of the Company, except it is subordinated to the Company Revolver and pari passu to certain Company stockholder debt. The note is also senior to certain Company stockholder debt; provided that such Company stockholder debt can be paid at maturity assuming no event of default has occurred under the SPAC Executive Note. If it is not converted in connection with the merger agreement described in Note 1 above, the SPAC Executive Note will be assumed by the new Electriq entity resulting from the merger. The SPAC Executive has the right but not the obligation to convert the outstanding principal and unpaid accrued interest on the convertible note into common shares of the Company or its successor in interest in the event of (i) a future issuance of equity securities for the purpose of raising capital of up to $21.5 million; (ii) an acquisition of the Company or its successor, whether by asset purchase, merger or share purchase (an “Acquisition Transaction”); (iii) certain capital markets transactions, including IPO, direct listing, or SPAC-related transaction (a “Capital Markets Transaction”); or (iv) upon maturity if the SPAC Executive Note remains outstanding. Further, feature (v) states that if an Acquisition Transaction occurs before the repayment or conversion of the SPAC Executive Note into Conversion Shares, the Company will pay to the SPAC Executive at the closing of the Acquisition Transaction if the SPAC Executive elects not to convert the SPAC Executive Note in connection with such Acquisition Transaction an amount equal to any unpaid accrued interest plus two times the outstanding principal amount of the SPAC Executive Note. Other than at maturity, the conversion price is 95% of the relevant consideration per share. With respect to conversion at maturity, the price per share is to be obtained by dividing $275.0 million by the number of outstanding shares of common stock of the Company. SPAC Executive will be entitled to demand prepayment in cash in connection with any Capital Markets Transaction. The SPAC Executive Note will have events of default that are customary for similar instruments. The Company has evaluated each of the features and has concluded that the Capital Market transaction is the most predominant outcome of all the possible features of this instrument, as the Company is currently in negotiations to enter into a SPAC transaction expected to close in the next three months. As consummation of a merger with a SPAC is in the Company’s control, management believes that ASC 480 is not applicable until the merger occurs. As the SPAC Executive Note is not accounted for under ASC 480, the Company continued its assessment to determine the nature of the host and the accounting for the embedded features under other relevant guidance. The SPAC Executive Note included one embedded conversion feature for which ASC 815 required the Company to bifurcate and separately account for the conversion feature as an embedded derivative, and carry the embedded derivative on its balance sheet at fair value and account for any unrealized changes in fair value as a component of the results of operations. Since feature (v) described above would include a large premium, it is not considered to be clearly and closely related to the debt host. The fair value of the derivative liability as of December 31, 2022 was de minimis, as the factors underlying the bifurcated conversion feature giving rise to the derivative treatment have a low probability of occurrence. On November 2, 2021, the Company borrowed $2,000,000 bearing interest at 10% per annum. Interest expense of $33,472 was recorded in 2021 and added to the principal balance of the loan. The loan is repayable in twelve monthly installments of $178,775, representing both interest and principal, beginning in January 2022. As of December 31, 2022 and December 31, 2021, the balance was $177,297 and $2,033,472, respectively. In June 2022, the Company borrowed $11,200,000, of which $5,100,000 was borrowed from management or significant equity investors, bearing simple interest at 2%, accrued monthly. The loans are repayable in twelve months. If prepayment is made at any time prior to the seven-month anniversary of the date of these loans, the amount owed shall be equal to 120% of the principal balance outstanding. If payment is made any time after the seven-month anniversary of these loans, the amount owed shall equal (i) the balance outstanding and all accrued interest, plus (ii) a one-time prepayment fee equal to 6% of the balance outstanding. As of December 31, 2022, no repayments have been made under these loans. The following summarizes the maturities of the loans and convertible note payable as of December 31, 2022: 2023 $ 11,377,297 2024 5,000,000 Total loans and convertible note payable $ 16,377,297 c. SAFE Notes During the year ended December 31, 2021, the Company executed Simple Agreement for Future Equity (“SAFE”) arrangements. The SAFE notes are not mandatorily redeemable, nor do they require the Company to repurchase a fixed number of shares. The Company determined the SAFE notes contained a liquidity event provision that embodied an obligation indexed to the fair value of the Company’s equity shares and could require the Company to settle the SAFE obligation by transferring assets or cash. Accordingly, the Company recorded the SAFE notes as a liability under ASC 480 and re-measures fair value at the end of each reporting period, with changes in fair value reported in operations. The fair value of the SAFE notes was estimated using a probability weighted value method based on the total present value of cash flows, utilizing a 20% discount rate, plus the additional upside from the fixed price conversions for each of the scenarios. The unobservable inputs for the fixed price conversions were based on probabilities that the SAFE notes would convert upon a (i) financing, (ii) liquidity event due to a sale, and (iii) liquidity event from going public. The fixed price conversions under the various scenarios were calculated using the following assumptions: 2022 2021 Term 0.3-2.0 years 1.0-2.0 years Risk-free interest rate 4.36%—4.67% 0.09%—0.73% Volatility 75% - 85% 110% In May through October 2021, the Company issued a series of SAFE notes for $8,906,788 to investors, of which $7,229,245 were issued to management or significant equity investors, which provide the investors with a right to obtain shares of preferred stock upon the occurrence of certain events. The fair value of the SAFE notes on the date of issuance was determined to equal the proceeds received by the Company. As of December 31, 2022 and December 31, 2021, these SAFE notes were fair valued at $22,750,000 and $12,938,000, respectively. For the years ended December 31, 2022 and December 31, 2021, the Company recorded losses of $9,812,000 and $3,781,212, respectively, within other expense in the Consolidated Statements of Operations related to fair value adjustments for these SAFE notes. In November 2021, the Company issued a second series of SAFE notes for $16,300,000 to investors, of which $15,000,000 were issued to significant equity investors. Additionally, warrants to purchase shares of common stock were issued contemporaneous with several of these issued SAFE notes. These warrants provided the SAFE investors with the ability to obtain common shares of the Company equal to the amount of the SAFE investment divided by a defined exercise price. See Note 11. As of December 31, 2022 and December 31, 2021, these SAFE notes were fair valued at $28,850,000 and $18,060,000, respectively. For the years ended December 31, 2022 and December 31, 2021, the Company recorded losses of $10,790,000 and $2,010,000, respectively, within other expense in the Consolidated Statements of Operations related to fair value adjustments for these SAFE notes. d. SBA Loan During 2020, the Company received a loan of $240,800 from the Small Business Administration (“SBA”), bearing interest at 1%. On May 28, 2021, the Company was notified of the full forgiveness of the principal and interest on this SBA loan and recognized a gain within other income in the Consolidated Statements of Operations for the year ended December 31, 2021. |
10-K Accrued Expenses and Other
10-K Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following as of: June 30, December 31, 2023 2022 Warranty reserve $ 620,437 $ 832,283 Employee compensation and benefits 1,626,512 629,773 Deferred revenue 80,164 192,012 Accrued interest 297,499 1,961,477 Lease liability 590,764 347,131 Other accrued expenses and current liabilities 2,359,728 2,210,660 Accrued expenses and other current liabilities $ 5,575,104 $ 6,173,336 Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company’s historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the six months ended June 30: 2023 2022 Balance at the beginning of period $ 832,283 $ 1,029,862 Provision for warranty expense 3,421 187,499 Warranty costs paid (215,267) (323,569) Balance at end of period $ 620,437 $ 893,792 The provision for warranty expense is included within cost of goods sold in the Condensed Consolidated Statements of Operations. Accrued expenses and other current liabilities consist of the following as of: December 31, 2022 2021 Warranty reserve $ 832,283 $ 1,029,862 Employee compensation and benefits 629,773 666,269 Deferred revenue 192,012 404,240 Accrued interest 1,961,477 — Lease liability 347,131 — Other accrued expenses and current liabilities 2,210,660 712,582 Accrued expenses and other current liabilities $ 6,173,336 $ 2,812,953 Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company’s historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the years ended December 31: December 31, 2022 2021 Balance at the beginning of period $ 1,029,862 $ 1,042,015 Provision for warranty expense 320,535 383,613 Warranty costs paid (518,114) (395,766) Balance at end of period $ 832,283 $ 1,029,862 The provision for warranty expense is included within cost of goods sold in the Consolidated Statements of Operations. |
10-K Commitment and Contingenci
10-K Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies a. Operating Leases Right of use (“ROU”) assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate, unless the rate implicit in the lease is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate leases. For purposes of determining the lease term used in the measurement of operating lease ROU assets and operating lease liabilities, we include the non-cancelable period of the lease together with those periods covered by the option to extend the lease if we are reasonably certain to exercise that option, the periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and the periods covered by the option to extend (or to not terminate) the lease in which exercise of the option is controlled by the lessor. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have elected to separate lease and non-lease components. The Company leases various warehouse and office spaces under non-cancelable lease agreements. Certain of these leases have renewal options, provide for future rent escalations and also oblige the Company to pay the cost of maintenance, insurance and property taxes. Leases with an initial term of 12 months or less are not recognized in the Condensed Consolidated Balance Sheets. On January 1, 2022, the Company modified its existing short-term lease for warehouse and office space in California to extend the term and obtain additional warehouse space. The modification was accounted for as part of the adoption of ASC 842 as of that date. This lease has 5 separate 1 year renewal options, of which the first three have been deemed to be reasonably certain of exercise and are considered in the ROU asset and corresponding lease liability. The total minimum lease payments committed over its 4 year non-cancelable lease term is approximately $1.7 million. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. On January 19, 2022, the Company entered into a new lease in West Palm Beach, Florida for office space with approximately $1.4 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for five On September 23, 2022, the Company entered into a new 5-year lease in Oxnard, California for warehouse and storage space with approximately $0.8 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for two discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. On May 24, 2023, the Company entered into a new 39-month lease in San Leandro, California for warehouse and storage space with approximately $1.1 million in total minimum lease payments committed over its 39-month non-cancelable lease term. This lease does not contain any lease renewal option. The lease commencement date was on June 27, 2023 when the Company was provided physical access to the property to enable our immediate movement of assets into the leased facility. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. As of June 30, 2023, the weighted average remaining lease term for all leases was 3.6 years. Future annual minimum lease payments under operating leases as of June 30, 2023 were as follows: Balance of 2023 $ 493,741 2024 1,246,533 2025 1,285,664 2026 771,571 2027 420,362 Total minimum payments 4,217,871 Less: amounts representing interest 1,167,081 Lease liability $ 3,050,790 The Company has reported $3,718,370 of ROU assets, $590,764 of lease liability in accrued expenses and other current liabilities other long-term liabilities b. Legal Claims From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. As disclosed in Note 2, the Company received a notice from White-Label Provider in December 2022 of its intent to terminate its contract with Electriq, claiming that the Company had breached its agreement with it. While the Company has continuously asserted that it had not breached the agreement, on May 19, 2023, the Company entered into a settlement with the White-Label Provider. As part of the settlement agreement and mutual release, the Company is to receive all home storage systems and additional component parts of the White-Label Provider’s inventory, as the White-Label Provider has elected to exit the home storage market. These units will be returned to the Company on an as-is basis, and shipping costs will be split equally between the parties to the arrangement. The Company has until July 31, 2023 to remove the units from a leased White-Label Provider facility without incurring further costs and penalties. This settlement agreement will be accounted for as a gain contingency under ASC 450. Accordingly, the Company will record the financial impact of the gain contingency in its financial statements for the three months ending September 30, 2023 upon receipt of the inventory units to be returned from the White-Label Provider. As described in Note 1, the Company wrote off $2,657,281 of specific White-Label Provider related inventory deposits during three months ended June 30, 2023, resulting in a one-time charge to other expense, net, as when the inventory is returned, as per the settlement agreement, the Company will no longer be able to utilize the a. Operating Leases ROU assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate, unless the rate implicit in the lease is readily determinable. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate leases. For purposes of determining the lease term used in the measurement of operating lease ROU assets and operating lease liabilities, we include the non-cancelable period of the lease together with those periods covered by the option to extend the lease if we are reasonably certain to exercise that option, the periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and the periods covered by the option to extend (or to not terminate) the lease in which exercise of the option is controlled by the lessor. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have elected to separate lease and non-lease components. The Company leases various warehouse and office spaces under non-cancelable lease agreements. Certain of these leases have renewal options, provide for future rent escalations and also oblige the Company to pay the cost of maintenance, insurance and property taxes. Leases with an initial term of 12 months or less are not recognized in the Consolidated Balance Sheets. On January 1, 2022, the Company modified its existing short-term lease for warehouse and office space in California to extend the term and obtain additional warehouse space. The modification was accounted for as part of the adoption of ASC 842. This lease has 5 separate 1 year renewal options, of which the first three have been deemed to be reasonably certain of exercise and are considered in the ROU asset and corresponding lease liability. The total minimum lease payments committed over its 4 year non-cancelable lease term is approximately $1.7 million. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. On January 19, 2022, the Company entered into a new lease in West Palm Beach, Florida for office space with approximately $1.4 million in total minimum lease payments committed over its 5-year non-cancelable lease term. There is an option to extend the lease for five On September 23, 2022, the Company entered into a new 5 -year lease in Oxnard, California for warehouse and storage space with approximately $0.8 million in total minimum lease payments committed over its 5-year non-cancelable lease term . There is an option to extend the lease for two The lease commencement date was on November 1, 2022 upon completion of certain improvements by the landlord. The discount rate used for this lease was the Company’s incremental borrowing rate of 19.0%, as an implicit rate is not readily determinable in the lease. As of December 31, 2022, the weighted average remaining lease term for all leases was 4.2 years. Future annual minimum lease payments under operating leases as of December 31, 2022 were as follows: 2023 $ 769,250 2024 896,790 2025 923,680 2026 492,191 Thereafter 420,362 Total minimum payments 3,502,273 Less: amounts representing interest 1,096,408 Lease liability $ 2,405,865 As of December 31, 2022, the Company has reported $347,131 of lease liability in accrued expenses and other current liabilities other long-term liabilities b. Legal Claims From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2022, management believes any such matters would not be material to the Company’s financial position or annual results of operations. |
10-K - Mezzanine Equity
10-K - Mezzanine Equity | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity On August 5, 2021, the Company increased the authorized shares of preferred stock, $0.001 par value, to 2,930,121,789 shares, which includes 2,121,539,537 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred (cumulatively referred to as “pre-2023 preferred stock”). During the three and six months ended June 30, 2023, no preferred stock warrants were exercised. During the three and six months ended June 30, 2022, preferred stock warrants were exercised and 80,792,496 shares of Seed Preferred were issued in exchange for proceeds of $693,000, as well as a reduction in warrants liability of $9,932,991 for a total of $10,625,991. As of June 30, 2023 and December 31, 2022, the Company had 1,372,152,604 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred that were issued and outstanding. As of June 30, 2023 and December 31, 2022, the Company has recorded mezzanine equity at historical cost, which was $34,792,203. The fair value of mezzanine equity was calculated using significant unobservable inputs (Level 3), and as of June 30, 2023 and December 31, 2022, the fair value of mezzanine equity was estimated to be $161,947,417 and $304,205,838, respectively. a. Voting Rights The shares of preferred stock include voting rights based on the number of shares of common stock the holders would receive upon conversion. b. Dividends The holders of pre-2023 preferred stock are entitled to dividends, which shall accumulate on each outstanding share of pre-2023 preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $0.0117 per share of Seed Preferred, approximately $0.0023 per share of Seed-1 Preferred, and approximately $0.0046 per share of Seed-2 Preferred, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the pre-2023 preferred stock (“Seed OIP”), and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on pre-2023 preferred stock shall only be payable when declared by the Company’s Board of Directors, a dividend on common stock is declared, or conversion of the underlying pre-2023 preferred stock to common stock, none of which has occurred. Further, dividends shall be payable if a Deemed Liquidation Event occurs or upon an IPO resulting in at least $100,000,000 of gross proceeds, neither of which is deemed probable. During the three months ended June 30, 2023 and 2022, dividends in the amount of $473,499 and $423,507, respectively, were accumulated. During the six months ended June 30, 2023 and 2022, dividends in the amount of $932,949 and $831,439, respectively, were accumulated. As of June 30, 2023 and December 31, 2022, the cumulative accumulated dividends were $5,599,612 and $4,666,663, respectively, which are not recognized in the condensed consolidated statements of changes in stockholders’ deficit, and condensed consolidated balance sheets. Further, if the Company declares, pays or sets aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock), the holders of the pre-2023 preferred stock shall receive a dividend on each outstanding share of pre-2023 preferred stock in an amount at least equal to the sum of (i) the amount of the aggregate accumulate dividends not previously paid and (ii) an amount equal on a per-share basis to the dividend declared, paid or set aside on shares of any other class or series of capital stock of the Company. c. Optional Conversion Each share of pre-2023 preferred stock is convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price is equal to the Seed OIP. However, the pre-2023 Seed Preferred shares include an anti-dilution clause whereby if at any time after the original issue date the Company issues additional Shares of common stock without consideration or for a consideration per share less than the applicable pre-2023 preferred conversion price in effect immediately prior to such issuance or deemed issuance, then the applicable seed preferred Conversion Price shall be reduced, concurrently with such issue, from approximately $0.0117 per share of Seed Preferred to approximately $0.0091 per share of seed preferred. The pre-2023 Seed Preferred shares include an anti-dilution factor of approximately 1.288 per share. The optional conversion feature is not required to be bifurcated from the preferred stock since the conversion feature into another form of equity is clearly and closely related to the pre-2023 preferred stock. d. Mandatory Conversion Upon either (a) the closing of the sale of the Company’s common stock to the public for a price of at least $0.10 per share in an IPO that results in gross proceeds of at least $100,000,000 whereby the Company’s common stock is listed on the Nasdaq, the New York Stock Exchange, or another exchange approved by the Board of Directors, or (b) the occurrence of an event, specified by vote or written consent of (i) the holders of at least a majority of the outstanding shares of pre-2023 preferred stock and (ii) the Company’s largest pre-2023 preferred stockholder, then all outstanding shares of pre-2023 preferred stock shall automatically be converted into shares of common stock, at the then effective pre-2023 preferred stock conversion rate. The conversion price is equal to the Seed OIP. The mandatory conversion features are not required to be bifurcated from the pre-2023 preferred stock since the Company determined the nature of the host is equity-like and the conversion options would not require bifurcation. e. Liquidation Event In the event of a liquidation, dissolution, or winding up of the Company, holders of pre-2023 preferred stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, or in the event of a Deemed Liquidation Event, preferred stockholders are entitled to be paid out of the consideration payable to stockholders or out of Available Proceeds, both before any payment to holders of common stock and in an amount equal to the Seed OIP plus any accruing, but unpaid dividends (the “Seed PS Liquidation Preference”). As of June 30, 2023, the liquidation preference of Seed Preferred was $21,156,225, Seed-1 Preferred was $566,473 and Seed-2 Preferred was $3,209,121, for a total of $24,931,819. The carrying amount of pre-2023 preferred stock is greater than the Seed PS Liquidation Preference due to the warrant fair values which were added to the carrying amount of pre-2023 preferred stock upon exercise, partially offset by the accumulated dividends. If upon such liquidation, dissolution, or winding up of the Company, or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are not sufficient to satisfy the Seed PS Liquidation Preference, the holders of shares of pre-2023 preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of a liquidation, dissolution, or winding up of the Company, after satisfying the Seed PS Liquidation Preference, the holders of shares of the common stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, or, in the case of a Deemed Liquidation Event, the holders of shares of common stock shall be entitled to be paid out of the consideration payable to stockholders or out of the Available Proceeds in an amount equal to approximately $0.0117 per share (the “Common Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after satisfaction of the Seed PS Liquidation Preference, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of common stock the full amount to which they shall be entitled under the Common Stock Liquidation Amount, the holders of shares of common stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any liquidation, dissolution or winding up of the Company, after the payment in full of the Seed PS Liquidation Preference and the Common Stock Liquidation Amount the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of preferred pursuant to the Seed PS Liquidation Preference and the holders of shares of common stock pursuant to the Common Stock Liquidation Amount or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of the shares of preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of the Company. f. Deemed Liquidation Event Deemed Liquidation Events are defined as (1) a merger or consolidation, (2) the sale, lease, transfer, exclusive license or other disposition, whether in a single or series of related transactions, of substantially all the assets of the Company taken as a whole, (3) the sale or transfer by the Company or its stockholders of more than 50% of the voting power of the Company in a single or series of related transactions other than in a transaction or series of transactions effected by the Company primarily for financing purposes. In the event of a Deemed Liquidation Event involving a consolidation or a transfer of substantially all the assets of the Company, if the Company does not effect a dissolution of the Company under the law within ninety (90) days after such Deemed Liquidation Event, then (i) the Company shall send a written notice to each holder of pre-2023 preferred stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of pre-2023 preferred stock, and (iii) if the holders of at least a majority of the then outstanding shares of pre-2023 preferred stock so request in a written instrument delivered to the Company not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Company shall use the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (“Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of pre-2023 preferred stock in accordance with the liquidation preference noted below. If the Deemed Liquidation Event results in a liquidation, dissolution, or winding up of the Company, the consideration shall be allocated to the pre-2023 preferred and common stockholders in accordance with the terms of the Certificate of Incorporation applicable to the respective liquidation event. The pre-2023 preferred stockholders, through their representation on the Board of Directors, Deemed Liquidation Event provisions, and liquidation and dissolution provisions, could elect to liquidate the Company in a Deemed Liquidation Event, where net cash settlement could be required pursuant to the articles of the Certificate of Incorporation and therefore, redemption of the pre-2023 preferred stock would be considered outside of the Company’s control and its common stockholders. While the Certificate of Incorporation states that pre-2023 preferred stockholders and common stockholders are entitled to be paid out of the consideration payable or out of Available Proceeds, holders of each class of shares may not always be entitled to the same form of consideration. The pre-2023 preferred stockholders could force the pre-2023 preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company. Consequently, the pre-2023 preferred stock has been classified in Mezzanine Equity. On August 5, 2021, the Company increased the authorized shares of preferred stock, $0.001 par value, to 2,930,121,789 shares, which includes 2,121,539,537 shares of Seed Preferred, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred. During the years ended December 31, 2022 and 2021, preferred stock warrants were exercised and 80,792,496 and 307,625,953 shares of Seed Preferred, respectively, were issued in exchange for proceeds of $693,000 and $4,506,998, respectively, as well as a reduction in warrants liability of $9,932,991 and $4,802,776, respectively, for a total of $10,625,991 and $9,309,775, respectively. On July 19, 2021, convertible notes with a principal amount of $2,822,500, along with accrued interest of $427,790, for a total of $3,250,290, were converted into 210,977,985 shares of Seed-1 Preferred and 597,604,267 shares of Seed-2 Preferred. As of December 31, 2022 and 2021, the Company had 1,372,152,604 and 1,291,360,108 shares of Seed Preferred, respectively, 210,977,985 shares of Seed-1 Preferred, and 597,604,267 shares of Seed-2 Preferred that were issued and outstanding. As of December 31, 2022 and 2021, the Company has recorded mezzanine equity at historical cost, which was $34,792,203 and $24,166,212, respectively. The fair value of mezzanine equity was calculated using significant unobservable inputs (Level 3), and as of December 31, 2022 and 2021, the fair value of mezzanine equity was estimated to be $304,205,838 and $166,138,367, respectively. a. Voting Rights The shares of preferred stock include voting rights based on the number of shares of common stock the holders would receive upon conversion. b. Dividends The holders of preferred stock are entitled to dividends, which shall accumulate on each outstanding share of preferred stock at the rate per annum of 8% of a base amount equal to the sum of (i) the initial conversion price of approximately $0.0117 per share of Seed Preferred, approximately $0.0023 per share of Seed-1 Preferred, and approximately $0.0046 per share of Seed-2 Preferred, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the preferred stock (“Seed OIP”), and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on preferred stock shall only be payable when declared by the Company’s Board of Directors, a dividend on Common Stock is declared, or conversion of the underlying preferred stock to common stock, none of which has occurred. Further, dividends shall be payable if a Deemed Liquidation Event occurs or upon an initial public offering resulting in at least $100,000,000 of gross proceeds, neither of which is deemed probable. During the years ended December 31, 2022 and 2021, dividends in the amount of $1,744,075 and $1,374,684, respectively, were accumulated. As of December 31, 2022 and 2021, the cumulative accumulated dividends were $4,666,663 and $2,922,588, respectively, which are not recognized in the Consolidated Statements of Changes in Stockholders’ Deficit, and Consolidated Balance Sheets. Further, if the Company declares, pays or sets aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock), the holders of the preferred stock shall receive a dividend on each outstanding share of preferred stock in an amount at least equal to the sum of (i) the amount of the aggregate accumulate dividends not previously paid and (ii) an amount equal on a per-share basis to the dividend declared, paid or set aside on shares of any other class or series of capital stock of the Company. c. Optional Conversion Each share of preferred stock is convertible, at the option of the holder, at any time, and without payment of any additional consideration, into fully paid shares of the Company’s common stock. The conversion price is equal to the Seed OIP. The optional conversion feature is not required to be bifurcated from the preferred stock since the conversion feature into another form of equity is clearly and closely related to the preferred stock. d. Mandatory Conversion Upon either (a) the closing of the sale of the Company’s common stock to the public for a price of at least $0.10 per share in an initial public offering that results in gross proceeds of at least $100,000,000 whereby the Company’s common stock is listed on the Nasdaq, the New York Stock Exchange, or another exchange approved by the Board of Directors, or (b) the occurrence of an event, specified by vote or written consent of (i) the holders of at least a majority of the outstanding shares of preferred stock and (ii) the Company’s largest preferred stockholder, then all outstanding shares of preferred stock shall automatically be converted into shares of common stock, at the then effective preferred stock conversion rate. The conversion price is equal to the Seed OIP. The mandatory conversion features are not required to be bifurcated from the preferred stock since the Company determined the nature of the host is equity-like and the conversion options would not require bifurcation. e. Liquidation Event In the event of a liquidation, dissolution, or winding up of the Company, holders of preferred stock are entitled to be paid out of the assets of the Company available for distribution to its stockholders, or in the event of a Deemed Liquidation Event, preferred stockholders are entitled to be paid out of the consideration payable to stockholders or out of Available Proceeds, both before any payment to holders of common stock and in an amount equal to the Seed OIP plus any accruing, but unpaid dividends (the “Seed PS Liquidation Preference”). As of December 31, 2022, the liquidation preference of Seed Preferred was $20,364,558 , Seed-1 Preferred was $545,276 and Seed-2 Preferred was $3,089,035 , for a total of $23,998,869 . The carrying amount of preferred stock is greater than the Seed PS Liquidation Preference due to the warrant fair values which were added to the carrying amount of preferred stock upon exercise, partially offset by the accumulated dividends. If upon such liquidation, dissolution, or winding up of the Company, or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are not sufficient to satisfy the Seed PS Liquidation Preference, the holders of shares of preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of a liquidation, dissolution, or winding up of the Company, after satisfying the Seed PS Liquidation Preference, the holders of shares of the common stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, or, in the case of a Deemed Liquidation Event, the holders of shares of common stock shall be entitled to be paid out of the consideration payable to stockholders or out of the Available Proceeds in an amount equal to approximately $0.0117 per share (the “Common Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after satisfaction of the Seed PS Liquidation Preference, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of common stock the full amount to which they shall be entitled under the Common Stock Liquidation Amount, the holders of shares of common stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any liquidation, dissolution or winding up of the Company, after the payment in full of the Seed PS Liquidation Preference and the Common Stock Liquidation Amount the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of preferred pursuant to the Seed PS Liquidation Preference and the holders of shares of common stock pursuant to the Common Stock Liquidation Amount or the remaining Available Proceeds, as the case may be, shall be distributed among the holders of the shares of preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of the Company. f. Deemed Liquidation Event Deemed Liquidation Events are defined as (1) a merger or consolidation, (2) the sale, lease, transfer, exclusive license or other disposition, whether in a single or series of related transactions, of substantially all the assets of the Company taken as a whole, (3) the sale or transfer by the Company or its stockholders of more than 50% of the voting power of the Company in a single or series of related transactions other than in a transaction or series of transactions effected by the Company primarily for financing purposes. In the event of a Deemed Liquidation Event involving a consolidation or a transfer of substantially all the assets of the Company, if the Company does not effect a dissolution of the Company under the law within ninety (90) days after such Deemed Liquidation Event, then (i) the Company shall send a written notice to each holder of preferred stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of preferred stock, and (iii) if the holders of at least a majority of the then outstanding shares of preferred stock so request in a written instrument delivered to the Company not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Company shall use the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (“Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of preferred stock in accordance with the liquidation preference noted below. If the Deemed Liquidation Event results in a liquidation, dissolution, or winding up of the Company, the consideration shall be allocated to the preferred and common stockholders in accordance with the terms of the Certificate of Incorporation applicable to the respective liquidation event. The preferred stockholders, through their representation on the Board of Directors, Deemed Liquidation Event provisions, and liquidation and dissolution provisions, could elect to liquidate the Company in a Deemed Liquidation Event, where net cash settlement could be required pursuant to the articles of the Certificate of Incorporation and therefore, redemption of the preferred stock would be considered outside of the Company’s control and its common stockholders. While the Certificate of Incorporation states that preferred stockholders and common stockholders are entitled to be paid out of the consideration payable or out of Available Proceeds, holders of each class of shares may not always be entitled to the same form of consideration. The preferred stockholders could force the preferred shares to be redeemed upon the occurrence of a Deemed Liquidation Event, including change of control or merger, that is not solely within the control of the Company. Consequently, the preferred stock has been classified in Mezzanine Equity. |
10-K Stockholders' Deficit
10-K Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit a. Common Stock On June 7, 2023, the Company increased the authorized shares of common stock, $0.0001 par value, to 4,600,000,000 shares. As disclosed in Notes 1 and 5, on June 8, 2023, Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders have agreed to convert $10.1 million of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), which resulted in the issuance of 166,585,379 shares of Electriq common stock, including 33,317,076 incentive shares of common stock issued as an incentive prior to Closing. As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18.1 million of Pre-Closing Financings, a total of $11.0 million of Pre-Closing Financings was received through June 30, 2023. This resulted in the issuance of an additional 180,892,332 shares of Electriq common stock, including 36,178,466 incentive shares of common stock issued as an incentive prior to Closing. As disclosed in Note 8, the Company determined the total fair value received for each transaction to be the cash amount paid by the investors in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the common stock and the cumulative mandatorily redeemable Series B preferred stock issued based on the relative fair values in order to allocate the fair value of the consideration received to the shares issued. The fair value calculation was based on a variety of assumptions, including the use of a market yield to discount the future payout to present value and applying a discount related to the lack of marketability, which resulted in a fair value of common stock and cumulative mandatorily redeemable Series B preferred stock per share. The Company allocated the fair value to the cumulative mandatorily redeemable Series B preferred stock based on the percentage or proportion it represented within the total fair value received, with the remaining fair value allocated to the common stock. This was calculated by subtracting the fair value of the Series B preferred stock from the total fair value received to determine the fair value of common stock. The Company has concluded that the common stock issued should be classified as a component of Stockholders’ deficit in the Condensed Consolidated Balance Sheets. Subsequent changes in fair value of common stock issued are not recognized as long as the contract continues to be classified as a component of Stockholders’ deficit. b. Stock Options On September 27, 2015, the Company’s Board of Directors authorized and approved the adoption of the 2015 Equity Incentive Plan effective January 29, 2016. Subsequently, the plan was amended, the most recent of which was on March 12, 2020, allowing an aggregate of 360,917,134 shares to be issued. The plan shall terminate ten years after the plan’s adoption by the Board of Directors. As of June 30, 2023, an aggregate of 414,884,688 stock options were granted to date, 55,711,814 shares have been forfeited or expired to date and are included in the shares available to be granted and an aggregate total of 4,223,848 shares are still available to be granted under the plan. During the six months ended June 30, 2023 and 2022, the Board of Directors approved the grant of 5,500,000 and 11,750,000 stock options, respectively, to the Company’s employees, executives and consultants valued at $317,270 and $547,333, respectively, or an average of $0.0577 and $0.0465 per share, respectively. The term of the options is approximately ten years, and the vesting period is four years. In applying the Black-Scholes option pricing model, the Company used the following assumptions during the first six months of: 2023 2022 Risk-free interest rate 3.53%—4.27% 1.62%—2.93% Expected term (years) 6.25 6.25 Expected volatility 71.52%—71.65% 73.03% Expected dividends — — The following table summarizes the stock option activity for the six months ended June 30, 2023: Number of Options Weighted Weighted Average Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 Grants 5,500,000 $ 0.0700 10.0 Exercised (1,980,833) $ 0.0062 9.0 Forfeited (3,812,500) $ 0.0061 8.7 Outstanding at June 30, 2023 151,576,283 $ 0.0087 8.4 The following table presents information relating to stock options as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,200,000 3.5 1,200,000 3.5 $0.004 15,872,586 6.9 12,902,759 6.8 $0.006 68,846,706 8.0 58,919,621 7.9 $0.0071 59,656,991 9.2 43,118,170 9.2 $0.07 6,000,000 9.8 — — Totals 151,576,283 8.0 116,140,550 8.2 As of June 30, 2023, 18,261,146 stock options had been exercised, but had not yet vested. If the option holder leaves, the Company has the right to purchase back all unvested exercised options at the initial exercise price, which as of June 30, 2023 would be $107,038. As of June 30, 2023 and December 31, 2022, there were 53,696,879 and 105,636,923 unvested shares, respectively, with a weighted average grant date fair value of $0.0555 and $0.0656 per share, respectively. The stock-based compensation expense related to option grants was $1,280,436 and $339,821 during the three months ended June 30, 2023 and 2022, respectively, and $2,796,252 and $477,828 during the six months ended June 30, 2023 and 2022, respectively, and is included in general and administrative in the condensed consolidated statements of operations. As of June 30, 2023, the remaining stock-based compensation expense related to unvested option grants was $2,537,832, which is expected to be recognized over a weighted average remaining period of 2.7 years. As of June 30, 2023 and December 31, 2022, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $7,341,670 and $14,319,711, respectively, and $5,925,539 and $6,662,522, respectively. For the six months ended June 30, 2023, the total intrinsic value of the stock options exercised was $162,188. The Company and its Chief Executive Officer (“CEO”) have an agreement whereby the CEO is protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage is to remain at 6%. As of June 30, 2023, all required shares had been issued to the CEO in accordance with this agreement. a. Common Stock On August 5, 2021, the Company increased the authorized shares of common stock, $0.0001 par value, to 3,600,000,000 shares. b. Stock Options On September 27, 2015, the Company’s Board of Directors authorized and approved the adoption of the 2015 Equity Incentive Plan effective January 29, 2016. Subsequently, the plan was amended, the most recent of which was on March 12, 2020, allowing an aggregate of 360,917,134 shares to be issued. The plan shall terminate ten years after the plan’s adoption by the Board of Directors. As of December 31, 2022, an aggregate of 409,184,688 stock options were granted to date, 51,899,314 shares have been forfeited or expired to date and are included in the shares available to be granted and an aggregate total of 5,911,348 shares are still available to be granted under the plan. During the years ended December 31, 2022 and 2021, the Board of Directors approved the grant of 78,056,991 and 150,624,337 stock options, respectively, to the Company’s employees, executives and consultants valued at $6,307,463 and $5,820,971, respectively, or an average of $0.0808 and $0.0386 per share, respectively. The term of the options is approximately ten years, and the vesting period ranges from fully vested on the grant date to four years. In applying the Black-Scholes option pricing model, the Company used the following assumptions during: 2022 2021 Risk-free interest rate 1.43%—4.08% 0.66%—1.26% Expected term (years) 5.21—6.25 6.25 Expected volatility 71.65%—73.53% 73.03% Expected dividends 0.00 0.00 The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Number of Options Weighted Weighted Average Outstanding at January 1, 2021 117,281,148 $ 0.0039 9.1 Grants 150,624,337 $ 0.0060 10.0 Exercised (140,067,000) $ 0.0048 8.9 Forfeited (10,677,415) $ 0.0046 8.9 Outstanding at December 31, 2021 117,161,070 $ 0.0054 9.2 Grants 78,056,991 $ 0.0073 10.0 Exercised (24,713,199) $ 0.0054 8.7 Forfeited (14,143,750) $ 0.0031 8.6 Expired (4,491,496) $ 0.0044 7.9 Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 The following table presents information relating to stock options as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.001 1,200,000 4.0 1,200,000 4.0 $0.004 15,872,586 7.4 11,902,759 7.3 $0.006 73,840,039 8.5 56,944,205 8.4 $0.0071 60,456,991 9.7 — — $0.07 500,000 10.0 — — Totals 151,869,616 8.8 70,046,964 8.2 As of December 31, 2022, 23,514,271 stock options had been exercised, but had not yet vested. If the option holder leaves, the Company has the right to purchase back all unvested exercised options at the initial exercise price, which as of December 31, 2022 would be $137,887. As of December 31, 2022 and 2021, there were 105,636,923 and 70,615,428 unvested shares, respectively, with a weighted average grant date fair value of $0.0656 and $0.0226 per share, respectively. The following table presents information relating to stock options as of December 31, 2021: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,511,459 5.1 1,511,459 5.1 $0.004 29,134,572 8.4 11,096,531 8.4 $0.006 86,515,039 9.5 53,069,947 9.5 Totals 117,161,070 9.2 65,677,937 9.2 The stock-based compensation expense related to option grants was $2,300,619 and $4,430,508 during the years ended December 31, 2022 and 2021, respectively, and is included in general and administrative in the Consolidated Statements of Operations. As of December 31, 2022, the remaining stock-based compensation expense related to unvested option grants was $5,346,326, which is expected to be recognized over a weighted average remaining period of 1.9 years. As of December 31, 2022 and 2021, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $14,319,711 and $5,052,057, respectively, and $6,662,522 and $2,824,923, respectively. For the years ended December 31, 2022 and 2021, the total intrinsic value of the stock options exercised was $1,823,042 and $4,442,539, respectively. The Company and its Chief Executive Officer (CEO) have an agreement whereby the CEO is protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage is to remain at 6%. As of December 31, 2022, all required shares have been issued to the CEO in accordance with this agreement. |
10-K Warrants
10-K Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Warrants The Company uses the guidance in ASC 480 to determine its accounting for warrants. The valuation of the warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of December 31: 2022 2021 Term 0.3 - 2.0 years 2.0 years Risk-free interest rate 4.4% - 4.7% 0.7% Volatility 75% - 85% 110% a. Common Stock Common stock warrants allow the holder to purchase common stock. The common stock warrants are classified as liabilities under ASC 480 as they have the right to purchase common shares of the Company for a variable number of shares. In connection with the issuance of certain SAFE notes in 2021, the Company contemporaneously issued warrants to purchase shares of common stock. These warrants are exercisable any time after issuance and have a life of 2 years from the date of issuance. These warrants provide the respective SAFE investors with the ability to obtain a variable number of common shares of the Company equal to the amount of the SAFE investment divided by a defined exercise price. The Company recorded the warrants as a liability under ASC 480 and re-measured the fair value at the end of the reporting period, with changes in fair value reported in operations. As of December 31, 2022 and 2021, the fair value of the common stock warrants was $14,114,411 and $6,502,538, respectively. During the year ended December 31, 2022, none of the common stock warrants were exercised. As of December 31, 2022, the common stock warrants were convertible into 278,076,506 shares of common stock. For the years ended December 31, 2022 and December 31, 2021, the Company recorded losses of $7,611,873 and $6,502,538, respectively, within other expense in the Consolidated Statements of Operations related to fair value adjustments for common stock warrants. b. Preferred Stock Preferred stock warrants allow the holder to purchase Seed Preferred stock. The preferred stock warrants are classified as liabilities under ASC 480 as the underlying shares into which the warrant is exercisable are contingently redeemable and classified as mezzanine equity. During 2018 and prior, the Company issued warrants to purchase shares of its Seed Preferred stock to lenders as part of various financing agreements (“Financing Warrants”). The Financing Warrants were exercisable any time after issuance and had a life of 1-3 years from the date of issuance. During the year ended December 31, 2021, Financing Warrants were exercised and 306,720,859 shares of Seed Preferred stock were issued at a weighted average exercise price of $0.0147, respectively. These Financing Warrants were fully exercised in 2021. During June 2019, the Company issued warrants to purchase shares of its Seed Preferred stock to existing investors for assistance in fundraising. The warrants were exercisable any time after issuance and had a life of 3 years from the date of issuance. As of December 31, 2021, there were warrants outstanding to purchase 80,302,455 shares of Seed Preferred stock, of which such warrants outstanding were to purchase 78,274,615 shares of Seed Preferred stock were held by significant equity investors, with an exercise price of $0.0074 per share and able to purchase an equivalent number of shares of Seed Preferred stock. During the years ended December 31, 2022 and 2021, warrants were exercised and 80,792,496 and 905,094 shares, respectively, of Seed Preferred stock were issued. The warrants were fully exercised in 2022. For the years ended December 31, 2022 and 2021, the Company recorded losses of $3,515,845 and $9,649,489, respectively, within fair value adjustments in the Consolidated Statements of Operations related to fair value adjustments for preferred stock warrants and expired warrants. During 2022 and 2021, the number of shares of Seed Preferred stock to be received upon exercise of warrants was variable, changing based upon the number of shares of common stock then issued and issuable upon conversion of Seed Preferred. Changes in Seed Preferred stock issuable under warrants activity for the years ended December 31, 2022 and 2021 was as follows: Seed Preferred Outstanding at January 1, 2021 343,879,583 Exercised (307,625,953) Remeasurement 44,048,825 Outstanding at December 31, 2021 80,302,455 Exercised (80,792,496) Remeasurement 490,041 Outstanding at December 31, 2022 — |
10-K Fair Value
10-K Fair Value | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value As of June 30, 2023 and December 31, 2022, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments. See Notes 5 and 11 for disclosures related to the decline in fair value of SAFE notes and common stock warrant liabilities that resulted in unrealized fair value adjustment gains recognized in other expense (income) in the condensed consolidated statements of operations for the three and six months ended June 30, 2023. The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2023: Common Stock SAFE Notes Total Balance at December 31, 2022 $ 14,114,411 $ 51,600,000 $ 65,714,411 Changes in fair value included in operations (9,296,225) (16,490,000) (25,786,225) Balance at June 30, 2023 $ 4,818,186 $ 35,110,000 $ 39,928,186 The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2022: Preferred Stock Common Stock SAFE Notes Total Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Changes in fair value included in operations 3,515,845 7,163,583 16,279,000 26,958,428 Warrants exercised (9,932,991) — — (9,932,991) Balance at June 30, 2022 $ — $ 13,666,121 $ 47,277,000 $ 60,943,121 There were no transfers into or out of Level 3 financial instruments during the six months ended June 30, 2023 and 2022. instruments that were measured at fair value using Level 3 inputs on a recurring basis for the years ended December 31, 2022 and 2021: Preferred Stock Common Stock SAFE Notes Total Balance at January 1, 2021 $ 1,570,433 $ — $ — $ 1,570,433 Cash received — — 25,206,788 25,206,788 Changes in fair value included in operations 9,649,489 6,502,538 5,791,212 21,943,239 Warrants exercised (4,802,776) — — (4,802,776) Warrants expired — — — — Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Cash received — — — — Changes in fair value included in operations 3,515,845 7,611,873 20,602,000 31,729,718 Warrants exercised (9,932,991) — — (9,932,991) Balance at December 31, 2022 $ — $ 14,114,411 $ 51,600,000 $ 65,714,411 There were no transfers into or out of Level 3 financial instruments during the years ended December 31, 2022 and 2021. |
10-K Income Taxes
10-K Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not incur income tax expense for the three or six months ended June 30, 2023 and 2022. Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized. The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of June 30, 2023 and December 31, 2022. The loss before income taxes consisted of the following for the years ended: December 31, 2022 2021 United States $ (52,349,259) $ (35,758,403) Foreign — 5,164 Loss before income taxes $ (52,349,259) $ (35,753,239) The Company did not incur income tax expense for the years ended December 31, 2022 and 2021. The difference between actual tax expense and the tax expense which would be expected by applying the federal statutory rate of 21 percent to the loss before income taxes is primarily due to the following for the years ended December 31: 2022 2021 Income tax at federal statutory rate $ (10,993,344) $ (7,508,180) State income tax, net of federal income tax impact 1,027 (686,317) Valuation allowance change 5,650,994 2,979,251 Warrant liabilities 2,336,820 3,391,926 Fair value adjustments—SAFE notes 4,326,420 1,216,155 Other (1,321,917) 607,165 Income tax expense $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effect of the significant components of the Company’s deferred tax assets and liabilities consist of the following as of: December 31, 2022 2021 Net operating loss carryforwards $ 10,291,943 $ 6,079,301 Stock compensation 493,494 437,598 Warranty reserve 235,025 279,992 Lease liability 679,384 — Research and development costs 837,640 — Research and development credit carryforwards 368,939 — Inventory reserve 275,858 — Accrued expenses 255,189 — Other, net 47,874 122,048 Total deferred tax assets 13,485,346 6,918,939 Right-of-use asset (915,413) — Total deferred tax liabilities (915,413) — Less: Valuation allowance (12,569,933) (6,918,939) Net deferred tax asset $ — $ — As of December 31, 2022 and 2021, the Company has federal net operating loss carryforwards of $37,102,613 and $22,499,629, respectively, and state net operating loss carryforwards of $37,074,648 and $20,472,559, respectively. Portions of these carryforwards will begin to expire in 2034; federal net operating loss carryforwards generated in 2018 and forward will not expire. Pursuant to Section 382 of the Internal Revenue Code, the utilization of the Company’s federal net operating loss carryforwards may be limited in the event it is determined a cumulative change in ownership of more than 50% occurs within a three-year period. The Company is subject to taxation in the United States and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examinations by taxing authorities in these jurisdictions. For U.S. federal purposes, tax years 2018 and forward remain subject to examination, and for state income tax purposes, tax years 2017 and forward remain subject to examination. The Company has evaluated the realizability of its deferred tax assets and based on an evaluation of all available evidence, both objective and subjective, it has concluded that presently it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Therefore, a full valuation allowance was established against the deferred tax assets as of December 31, 2022 and 2021. On March 27, 2020, the CARES Act was signed into law in response to the COVID-19 pandemic. The CARES Act provides numerous tax provisions and stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the impact of the CARES Act, and it did not have a material impact on the Company’s consolidated financial statements. |
10-K Subsequent Events
10-K Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated all subsequent events through August 11, 2023, the date the condensed consolidated financial statements were available to be issued and noted the following items requiring disclosure. Subsequent to June 30, 2023, through the date of this report, the Company issued 5,775,000 shares of common stock from stock option exercises in exchange for $38,548. With respect to subscription agreements signed in June 2023, $7.1 million of a total of $18.1 million of Pre-Closing Financings was received from the SPAC Executive in the amount of $4.5 million and from other investors in the amount of $2.6 million on July 12, 2023 ($1.0 million) and July 13, 2023 ($6.1 million). On July 12, 2023, related to the merger agreement described in Note 1, the SEC declared the S-4 effective. The Business Combination closed on July 31, 2023 and the newly merged public entity, Electriq Power Holdings, Inc., began trading on the New York Stock Exchange on August 1, 2023 under the ticker symbol ELIQ. At the merger closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of TLG Class A common stock by public stockholders of TLG: • each share of Electriq common stock issued and outstanding immediately prior to the Closing (excluding shares owned by Electriq or any of its direct or indirect wholly-owned subsidiaries as treasury stock or by TLG) was cancelled and converted into the right to receive a number of shares of TLG Class A common stock equal to one (1) multiplied by the Exchange Ratio (as defined in the S-4); • each share of Electriq cumulative mandatorily redeemable Series B preferred stock issued and outstanding immediately prior to the Closing was cancelled and converted into the right to receive a number of shares of TLG preferred stock equal to one (1) multiplied by the Exchange Ratio; • each outstanding vested and unvested Electriq stock option was assumed by TLG, cancelled and converted into an option to purchase a number of shares of Class A common stock equal to (a) the product of the number of shares of Electriq common stock underlying such Electriq stock option immediately prior to the Closing multiplied by the Exchange Ratio at an exercise price per share equal to the quotient obtained by dividing (A) the exercise price per share of Electriq common stock underlying such Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio; and • the Lawrie Notes (as defined in the S-4) converted into equity securities of TLG in accordance with the terms of the Notes Conversion Agreement. On July 23, 2023, TLG and Electriq entered into an agreement (the “Forward Purchase Agreement”) with (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased 3,534,492 shares of TLG common stock from third parties through a broker in the open market (“Recycled Shares”). On July 31, 2023, 251,194 additional shares of New Electriq common stock were issued to Seller pursuant to the terms of the FPA Funding Amount PIPE Subscription Agreement entered into in connection with the Closing. The Forward Purchase Agreement provides that $3,000,000 (the “Prepayment Shortfall”) will be paid by Seller to TLG not later than one The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the Number of Shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as defined in Section 9.2(a) of the Amended and Restated Certificate of Incorporation of TLG in effect prior to consummation of the Business Combination, as amended, less (y) the Prepayment Shortfall. TLG paid to Seller separately the Prepayment Amount required under the Forward Purchase Agreement directly from TLG’s Trust Account maintained by Continental Stock Transfer and Trust Company that held the net proceeds of the sale of the units in TLG’s IPO and the sale of private placement warrants (the “Trust Account”), except that to the extent the Prepayment Amount payable to Seller is to be paid from the purchase of Additional Shares by Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will be netted against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares for its Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount. The Company expects to account for the Forward Purchase Agreement as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statements of operations. The ability of the Company to receive any of the proceeds from the Forward Purchase Agreement is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract derivative on the date of the Closing, with amounts included in net loss as a change in fair value of forward purchase contract derivative. The estimated fair value of the forward purchase contract derivative was calculated using a Black Scholes option pricing model and used significant assumptions including the risk free rate and volatility. Given the limited trading history of the Company, the Company utilized the volatility of peer group of public companies. Future estimates of trading prices were based on volatility assumptions that impact the estimated share price and Meteora’s corresponding sales in the open market. The Company has evaluated all subsequent events through March 6, 2023, the date the consolidated financial statements were available to be issued and noted the following items requiring disclosure. Subsequent to December 31, 2022, through the date of this report, the Company issued 937,500 shares of common stock in exchange for $5,625 . |
S-4 Basis of Presentation and_2
S-4 Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Line Items] | |
Basis of Presentation | Basis of Reporting The condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and pursuant to the rules and regulations of the SEC. In the opinion of management, the information furnished herein reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Results for interim periods should not be considered indicative of results for the full year. The Unaudited Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements and should be read in conjunction with the Notes to Consolidated Financial Statements which appear herein. Basis of Reporting The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Electriq Power, Inc., its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. The functional currency of the Company’s foreign subsidiaries is their local reporting currency. Those assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of translation adjustments were not material. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; SAFE notes; convertible notes; income taxes; and reserves for warranties. |
Concentration of Credit Risks | Concentration of Credit Risks and Other Risks and Uncertainties Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash is mainly deposited on demand at one financial institution in the U.S. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash. |
Fair Value Measurements | Fair Value Measurement The Company applies ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing an asset or liability. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities approximate their fair value based on the short-term maturity of these instruments. Derivative instruments, SAFE notes and warrant liabilities are carried at fair value based on unobservable market inputs (Level 3) with changes in fair value recorded in fair value adjustments in the Consolidated Statements of Operations. Preferred stock and convertible notes were originally valued utilizing the residual methodology after considering the fair value of liability-classified warrants or bifurcated derivatives issued concurrently. ASC 825-10, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for such instrument should be reported in operations at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Income Taxes | Income Taxes The Company and its subsidiaries account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company classifies interest and penalties related to income taxes, if any, as a component of income tax expense in its Consolidated Statements of Operations. |
Net (Loss) Income Per Share of Common Stock | Net Income (Loss) Per Share The Company accounts for net income (loss) per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net income (loss) per share attributable to common stockholders was calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock as the holders of such preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net income (loss) per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, convertible debt, SAFE notes, cumulative mandatorily redeemable Series B preferred stock and warrants to purchase pre-2023 convertible preferred stock and common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders for periods reported prior to June 30, 2023, as their effect was anti-dilutive in those prior periods. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and six months ended June 30, 2022. Net Loss Per Share The Company accounts for net loss per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the Consolidated Statement of Operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered the preferred stock to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the preferred stock as the holders of preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, stock options, convertible debt and warrants to purchase convertible preferred stock and common stock were considered potentially dilutive securities, but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the years ended December 31, 2022 and 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements. The Company expects it would qualify as an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases,” and related accounting standard updates. The core principle of the new lease accounting standard is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. On January 1, 2022, the Company adopted ASC 842, Leases, on a modified retrospective basis and did not restate comparative prior periods. As of the date of adoption, the Company had only short-term leases which were not impacted by ASC 842, therefore, the Company did not elect any of the practical expedients. During the year ended December 31, 2022, the Company commenced three new leases, and its Right of use (“ROU”) assets and associated Lease liability and Long-term lease liability balances were $3,241,705, $347,131 and $2,058,734, respectively. See Note 7 for further details. The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, on January 1, 2022. ASU 2016-13 replaced the incurred loss approach with an expected loss model for instruments measured at amortized cost. The new accounting pronouncement did not have a material impact on the Consolidated Financial Statements due to the short duration of customers’ trade receivables. The Company does not have any available-for-sale debt securities. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the Consolidated Financial Statements. The Company expects it would qualify as an emerging growth company “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. |
TLG Acquisition One Corp | |
Accounting Policies [Line Items] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 20, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Principles of Consolidation | The consolidated financial statements of the Company include its wholly-owned subsidiary, Eagle Merger Corp., that was formed in connection with a potential Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risks | The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Cash and Cash Equivalents | The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022, held outside of the Trust Account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021, held outside of the Trust Account. |
Investments Held in Trust Account | Prior to December 28, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from cash and investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Cash and Investments Held in Trust Account At December 31, 2022, the Company had $80.9 million in cash held in the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). |
Fair Value Measurements | Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Warrant Liabilities | The Company does not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The initial fair values of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants have subsequently been determined using listed prices in an active market for such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Working Capital Loan – Related Party | The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates that are subject to conversion, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each convertible tranche, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan-related party on the unaudited condensed consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company recognizes each borrowing, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recognized as change in the fair value of Working Capital Loan-related party in the consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. |
Offering Costs Associated with the Initial Public Offering | Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,948,405 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 7,948,405 and 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets, respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. |
Income Taxes | The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2023 and December 31, 2022, the Company had deferred tax assets aggregating approximately $297,000 and $349,000, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets aggregating approximately $349,000 and $1.6 million, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net (Loss) Income Per Share of Common Stock | The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. This presentation assumes a business combination as the most likely outcome. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted (loss) income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Years Ended 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 8,345,749 $ 2,095,639 $ 14,109,020 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 39,824,375 10,000,000 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.21 $ 0.21 $ 0.39 $ 0.39 |
Recent Accounting Pronouncements | Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. Recent Accounting Pronouncements |
10-Q Summary of Significant A_2
10-Q Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Reporting | Basis of Reporting The condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and pursuant to the rules and regulations of the SEC. In the opinion of management, the information furnished herein reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Results for interim periods should not be considered indicative of results for the full year. The Unaudited Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements and should be read in conjunction with the Notes to Consolidated Financial Statements which appear herein. Basis of Reporting The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Electriq Power, Inc., its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. The functional currency of the Company’s foreign subsidiaries is their local reporting currency. Those assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of translation adjustments were not material. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; SAFE notes; convertible notes; income taxes; and reserves for warranties. |
Comprehensive Loss | Comprehensive LossThe Company applies Accounting Standards Codification Topic (“ASC”) Topic 220 (Reporting Comprehensive Income) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. Comprehensive Loss The Company applies ASC Topic 220 (“Reporting Comprehensive Income”) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the years ended December 31, 2022 and 2021, the Company had no unrealized gains or losses. |
Segment Information | Segment InformationASC 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. Segment InformationAccounting Standards Codification Topic (“ASC”) 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. |
Inventory and Construction in Process | InventoryInventory consists entirely of finished goods.Inventory deposits consist of prepayments to vendors to secure an adequate supply of required future inventory purchases for a limited period of time, as needed. Construction in Process The Company accounts for assets under development for future revenue generation as part of construction in process. These systems take up to three months to construct in a steady state, from start to finish, up to the receipt of a “permission-to-operate” (“PTO”) a system that is required in order to start billing a customer for services to be provided. These assets will be placed in service to begin depreciation once a completed PTO is received. |
Revenue Recognition and Contract Costs | Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. On March 13, 2023, the Company entered into a multi-year agreement with EverBright, LLC, a subsidiary of a major U.S. clean-energy company to provide the Company financing to support the implementation of sustainable community networks throughout California. The provider company, founded by one of the largest investors in clean energy infrastructure, provides a platform that designs, proposes and finances solar and energy storage projects nationwide. The agreement provides the Company with the exclusive right to install systems for the first 8,000 customers that execute qualifying power purchase agreements under the sustainable community networks program. Following the 30 month anniversary of the arrangement, either party may terminate this agreement upon 60 days prior notice to the other party. The agreement provides that the Company will design and propose systems for approval by the clean-energy company based upon customer agreements with each customer. Upon approval by the clean-energy company, each system is then installed by the Company at a purchase price specified in the agreement, with the clean-energy company, as the purchaser of the system, making progress payments to the Company after achievement of certain milestones. The Company’s providers’ expertise in the energy sector and their software platform will enable the Company to jointly provide potential grid services and expand access to more communities. This arrangement includes multiple performance obligations, including installed systems, grid services and software license revenues. Revenue from installed systems will be recognized over time following the output method, as systems are installed after control has transferred to the customer. Grid services revenue will be recognized over time as the services are performed. Software license revenue is not significant to the arrangement. There were no revenues generated on this arrangement during the three and six months ended June 30, 2023 or in any prior periods. The Company is currently in the project qualification approval and installation stages of implementation for several residential customers in Santa Barbara, California, and expects to begin recognizing revenue on this arrangement in the three months ending September 30, 2023. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. Contract costs As a practical expedient, the Company expenses as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and are recorded within sales and marketing expense in the Company’s condensed consolidated statements of operations. Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the year ended December 31, 2022, the Company recognized $1,151,760 of revenue under bill-and-hold arrangements with a customer. The customer requested that the Company keep the products in its custody due to lack of sufficient storage capacity at the customer’s facility. The material was assembled in customer specific enclosures and palletized in the Company’s warehouse. The Company did not have the ability to use the product or direct its use to another customer, as it was clearly demarcated as belonging to the customer, and was ready for immediate release to the shipper, resulting in the recognition of revenue upon delivery to the Company’s warehouse dock. The timing of transfer of title and risk of loss was explicitly stated within the contract terms. As of December 31, 2022, the Company did not have any outstanding bill-and-hold obligations such as storage, handling or other custodial duties. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of our installed energy storage solutions was $464,392 and $248,764 in the years ended December 31, 2022 and 2021, respectively, and is included in Product net revenue. See Note 3 below. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company accounts for net income (loss) per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net income (loss) per share attributable to common stockholders was calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock as the holders of such preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net income (loss) per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, convertible debt, SAFE notes, cumulative mandatorily redeemable Series B preferred stock and warrants to purchase pre-2023 convertible preferred stock and common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders for periods reported prior to June 30, 2023, as their effect was anti-dilutive in those prior periods. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and six months ended June 30, 2022. Net Loss Per Share The Company accounts for net loss per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the Consolidated Statement of Operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered the preferred stock to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the preferred stock as the holders of preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, stock options, convertible debt and warrants to purchase convertible preferred stock and common stock were considered potentially dilutive securities, but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the years ended December 31, 2022 and 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements. The Company expects it would qualify as an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases,” and related accounting standard updates. The core principle of the new lease accounting standard is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. On January 1, 2022, the Company adopted ASC 842, Leases, on a modified retrospective basis and did not restate comparative prior periods. As of the date of adoption, the Company had only short-term leases which were not impacted by ASC 842, therefore, the Company did not elect any of the practical expedients. During the year ended December 31, 2022, the Company commenced three new leases, and its Right of use (“ROU”) assets and associated Lease liability and Long-term lease liability balances were $3,241,705, $347,131 and $2,058,734, respectively. See Note 7 for further details. The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, on January 1, 2022. ASU 2016-13 replaced the incurred loss approach with an expected loss model for instruments measured at amortized cost. The new accounting pronouncement did not have a material impact on the Consolidated Financial Statements due to the short duration of customers’ trade receivables. The Company does not have any available-for-sale debt securities. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the Consolidated Financial Statements. The Company expects it would qualify as an emerging growth company “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. |
10-K Summary of Significant A_2
10-K Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Reporting | Basis of Reporting The condensed consolidated financial statements are prepared in accordance with U.S. GAAP, and pursuant to the rules and regulations of the SEC. In the opinion of management, the information furnished herein reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Results for interim periods should not be considered indicative of results for the full year. The Unaudited Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Consolidated Financial Statements and should be read in conjunction with the Notes to Consolidated Financial Statements which appear herein. Basis of Reporting The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Electriq, its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Electriq Power, Inc., its wholly-owned subsidiaries and its 80% owned subsidiary for which it has controlling interest (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s revenues, expenses, assets and liabilities are primarily denominated in U.S. dollars, and as a result, the Company has adopted the U.S. dollar as its functional and reporting currency. The functional currency of the Company’s foreign subsidiaries is their local reporting currency. Those assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of translation adjustments were not material. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions include the useful lives of property and equipment; allowances for doubtful accounts; inventory; stock-based compensation; warrants; derivatives; preferred stock; SAFE notes; convertible notes; income taxes; and reserves for warranties. |
Comprehensive Loss | Comprehensive LossThe Company applies Accounting Standards Codification Topic (“ASC”) Topic 220 (Reporting Comprehensive Income) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. Comprehensive Loss The Company applies ASC Topic 220 (“Reporting Comprehensive Income”) which requires that all items that are recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The items of other comprehensive income that are typically required to be displayed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. For the years ended December 31, 2022 and 2021, the Company had no unrealized gains or losses. |
Segment Information | Segment InformationASC 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. Segment InformationAccounting Standards Codification Topic (“ASC”) 280-10, Segment Reporting (“ASC 280-10”), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. |
Trade Accounts Receivable | Trade Accounts ReceivableAccounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable, historical bad debts loss rate experience and expectations of forward looking estimates. Accounts receivable balances are written off against the allowance upon management’s determination such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes credit risks on accounts receivable will not be material to the financial position of the Company or its results of operations. |
Inventory | InventoryInventory consists entirely of finished goods.Inventory deposits consist of prepayments to vendors to secure an adequate supply of required future inventory purchases for a limited period of time, as needed. Construction in Process The Company accounts for assets under development for future revenue generation as part of construction in process. These systems take up to three months to construct in a steady state, from start to finish, up to the receipt of a “permission-to-operate” (“PTO”) a system that is required in order to start billing a customer for services to be provided. These assets will be placed in service to begin depreciation once a completed PTO is received. |
Revenue Recognition and Shipping and Handling Fees | Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. On March 13, 2023, the Company entered into a multi-year agreement with EverBright, LLC, a subsidiary of a major U.S. clean-energy company to provide the Company financing to support the implementation of sustainable community networks throughout California. The provider company, founded by one of the largest investors in clean energy infrastructure, provides a platform that designs, proposes and finances solar and energy storage projects nationwide. The agreement provides the Company with the exclusive right to install systems for the first 8,000 customers that execute qualifying power purchase agreements under the sustainable community networks program. Following the 30 month anniversary of the arrangement, either party may terminate this agreement upon 60 days prior notice to the other party. The agreement provides that the Company will design and propose systems for approval by the clean-energy company based upon customer agreements with each customer. Upon approval by the clean-energy company, each system is then installed by the Company at a purchase price specified in the agreement, with the clean-energy company, as the purchaser of the system, making progress payments to the Company after achievement of certain milestones. The Company’s providers’ expertise in the energy sector and their software platform will enable the Company to jointly provide potential grid services and expand access to more communities. This arrangement includes multiple performance obligations, including installed systems, grid services and software license revenues. Revenue from installed systems will be recognized over time following the output method, as systems are installed after control has transferred to the customer. Grid services revenue will be recognized over time as the services are performed. Software license revenue is not significant to the arrangement. There were no revenues generated on this arrangement during the three and six months ended June 30, 2023 or in any prior periods. The Company is currently in the project qualification approval and installation stages of implementation for several residential customers in Santa Barbara, California, and expects to begin recognizing revenue on this arrangement in the three months ending September 30, 2023. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. Contract costs As a practical expedient, the Company expenses as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and are recorded within sales and marketing expense in the Company’s condensed consolidated statements of operations. Revenue Recognition Revenues are recognized in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods or services is transferred to the customers, in an amount the Company expects in exchange for those goods or services. The Company has contracts with customers which cover the products and services to be delivered, and specify the prices for products and services. In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the year ended December 31, 2022, the Company recognized $1,151,760 of revenue under bill-and-hold arrangements with a customer. The customer requested that the Company keep the products in its custody due to lack of sufficient storage capacity at the customer’s facility. The material was assembled in customer specific enclosures and palletized in the Company’s warehouse. The Company did not have the ability to use the product or direct its use to another customer, as it was clearly demarcated as belonging to the customer, and was ready for immediate release to the shipper, resulting in the recognition of revenue upon delivery to the Company’s warehouse dock. The timing of transfer of title and risk of loss was explicitly stated within the contract terms. As of December 31, 2022, the Company did not have any outstanding bill-and-hold obligations such as storage, handling or other custodial duties. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. The main performance obligations are the provisions of the following: 1) delivery of the Company’s products; 2) installation of Company’s products; and 3) ad-hoc engineering services. Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Product net revenue includes sales of energy storage systems and sales of installed energy storage solutions to homeowners. The Company sells energy storage systems to installers and distributors, for which revenues are recognized at a point in time when control is transferred to the installer or distributor in accordance with the shipping terms, which, in most cases, is upon shipment at the Company’s warehouse shipping dock. The Company sells installed energy storage solutions to homeowners through licensed installer subcontractors. The licensed installers were determined to be acting as agents on our behalf in these arrangements. Installations typically take up to three months to complete; however, there have been instances where the installation process has extended beyond three months. Revenues from the sale and installation of energy storage solutions are recorded as one performance obligation, as the solutions provided to the homeowners are not distinct in the context of the contract and are recorded following the input method over the life of the project. For each performance obligation satisfied over time, revenue is recognized by measuring the progress toward complete satisfaction of that performance obligation and is applied following a single method of measuring progress that must be applied consistently for similar performance obligations. Total revenue recognized from sales of our installed energy storage solutions was $464,392 and $248,764 in the years ended December 31, 2022 and 2021, respectively, and is included in Product net revenue. See Note 3 below. Ad-hoc engineering services are recognized at a point in time as the specified service is delivered to the customer. Revenues are recorded net of estimated allowances and discounts based upon historical experience and current trends at the time revenue is recognized. The Company has elected to exclude sales tax from the transaction price. The Company has elected to adopt the practical expedient which allows goods and services which are immaterial in the context of the contract to become part of other performance obligations in an arrangement. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the ASC 730-10, Research and Development. Under ASC 730-10, all research and development costs must be charged to expense as incurred. |
Advertising | AdvertisingThe Company charges the cost of advertising to expense as incurred. |
Concentration of Credit Risks and Other Risks and Uncertainties | Concentration of Credit Risks and Other Risks and Uncertainties Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of cash and accounts receivable. Cash is mainly deposited on demand at one financial institution in the U.S. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash. |
Income Taxes | Income Taxes The Company and its subsidiaries account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company classifies interest and penalties related to income taxes, if any, as a component of income tax expense in its Consolidated Statements of Operations. |
Fair Value Measurement | Fair Value Measurement The Company applies ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing an asset or liability. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities approximate their fair value based on the short-term maturity of these instruments. Derivative instruments, SAFE notes and warrant liabilities are carried at fair value based on unobservable market inputs (Level 3) with changes in fair value recorded in fair value adjustments in the Consolidated Statements of Operations. Preferred stock and convertible notes were originally valued utilizing the residual methodology after considering the fair value of liability-classified warrants or bifurcated derivatives issued concurrently. ASC 825-10, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for such instrument should be reported in operations at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Warrants | Warrants The Company separately evaluates the terms for each of the outstanding warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, to determine the appropriate classification and accounting treatment. The preferred stock warrants are for contingently redeemable preferred stock, and as such, the preferred stock warrants are classified as a liability in warrants liability in the Consolidated Balance Sheets. The common stock warrants are legally detachable, can be transferred, and can be exercised into a variable number of shares, and as such are classified as a liability in warrants liability in the Consolidated Balance Sheets. The warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in fair value adjustments in the Consolidated Statement of Operations. |
Embedded Derivatives | Embedded Derivatives The Company accounts for embedded derivatives at fair value in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Embedded derivatives that are required to be bifurcated from the underlying host instrument are accounted for and valued as a separate financial instrument. |
Product Warranties | Product Warranties The Company provides a warranty on all its products, which is the shorter of ten years or when the usage exceeds 7.52 megawatt hours (MWh), except one customer during 2020 and prior where the warranty excludes batteries and limits the inverter warranty to five years. Estimated future warranty costs are accrued and charged to cost of goods sold in the period the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and estimated costs of repairing and replacing defective products. |
Share-based Compensation | Stock-based Compensation Stock-based awards issued to employees, executives and consultants are valued as of the grant date. Corresponding compensation expense is recognized over the applicable vesting period. For awards with a service condition for vesting, the related expense is recognized on a straight-line basis over the entire award’s actual or implied vesting period. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards as of the date of grant. This requires management assumptions that involve inherent uncertainties and the application of judgment, including (a) the fair value of the Company’s common stock on the date of the option grant, (b) the expected term of the stock option until its exercise by the recipient, (c) expected stock price volatility over the expected term, (d) the prevailing risk-free interest rate over the expected term, and (e) expected dividend payments over the expected term. Management estimates the expected term of awarded stock options utilizing the “simplified method” as the Company does not yet have sufficient exercise history. Further, the Company remained privately-held and therefore lacked company-specific historical and implied volatility information of its stock. Accordingly, management estimates this expected volatility using its designated peer-group of publicly-traded companies for a look-back period, as of the date of grant, which corresponds with the expected term of the awarded stock option. The Company estimates the risk-free interest rate based upon the U.S. Department of the Treasury yield curve in effect at award grant for time periods that correspond with the expected term of the awarded stock option. The Company accounts for forfeitures as they occur. The Company’s expected dividend yield is zero because it has never paid cash dividends and does not expect to for the foreseeable future. Given the absence of a public trading market, the Company’s Board of Directors, with input from management, considered numerous objective and subjective factors to determine the fair value of its common stock. The factors included: (1) third-party valuations of the Company’s common stock; (2) the Company’s stage of development; (3) the status of research and development efforts; (4) the rights, preferences and privileges of the Company’s preferred stock relative to common stock; (5) the Company’s operating results and financial condition, including the Company’s levels of available capital resources; (6) equity market conditions affecting comparable public companies; (7) general U.S. market conditions; and (8) the lack of current marketability of the Company’s common stock. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives: Category Depreciation Method Estimated useful Computer Straight-line 5 years Office equipment Straight-line 5-7 years Machinery Straight-line 5 years Leasehold improvements Straight-line 1-5 years Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterments that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of operations. |
Long-Lived Assets | Long-Lived Assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Impairment is measured as the excess of the carrying value over the estimated fair value of such assets. |
Debt | Debt Debt is carried at the outstanding principal balance, less unamortized discount or premium. The Company accounts for convertible instruments in accordance ASC Topic 470, Accounting for Convertible Securities with Beneficial Conversion Features. Accordingly, the Company records, when necessary, discounts to convertible notes for the fair value of conversion options identified as embedded derivatives in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. Debt discounts under these arrangements are amortized over the term of the related debt. |
Mezzanine Equity | Mezzanine Equity The Company issued redeemable, convertible preferred stock which it has determined are financial instruments with both equity and debt characteristics and are classified as mezzanine equity in the Consolidated Balance Sheet. The preferred stock was initially recognized at fair value. As of each reporting date, the Company reassesses whether the preferred stock is currently redeemable or probable to become redeemable in the future. If the preferred stock meets either criteria, the Company will remeasure the preferred stock at its redemption value. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the consolidated financial statements. The Company evaluated the conversion and redemption features under ASC 815-15 to determine if bifurcation was necessary. |
Net Loss Per Share | Net Income (Loss) Per Share The Company accounts for net income (loss) per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the condensed consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered its pre-2023 preferred stock, as defined in Note 9, to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net income (loss) per share attributable to common stockholders was calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the pre-2023 preferred stock as the holders of such preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net income (loss) per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, pre-2023 convertible preferred stock, stock options, convertible debt, SAFE notes, cumulative mandatorily redeemable Series B preferred stock and warrants to purchase pre-2023 convertible preferred stock and common stock were considered potentially dilutive securities, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders for periods reported prior to June 30, 2023, as their effect was anti-dilutive in those prior periods. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the three and six months ended June 30, 2022. Net Loss Per Share The Company accounts for net loss per share in accordance with ASC 260-10, Earnings Per Share, which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the Consolidated Statement of Operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. The Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered the preferred stock to be a participating security as the holders share equally in dividends with any other class or series of capital stock of the Company, in addition to being entitled to receive cumulative dividends payable only if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the preferred stock as the holders of preferred stock do not have a contractual obligation to share in losses, which is consistent with the if-converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, stock options, convertible debt and warrants to purchase convertible preferred stock and common stock were considered potentially dilutive securities, but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net losses attributable to common stockholders for the years ended December 31, 2022 and 2021. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the condensed consolidated financial statements. The Company expects it would qualify as an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases,” and related accounting standard updates. The core principle of the new lease accounting standard is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases, in the statement of financial position. On January 1, 2022, the Company adopted ASC 842, Leases, on a modified retrospective basis and did not restate comparative prior periods. As of the date of adoption, the Company had only short-term leases which were not impacted by ASC 842, therefore, the Company did not elect any of the practical expedients. During the year ended December 31, 2022, the Company commenced three new leases, and its Right of use (“ROU”) assets and associated Lease liability and Long-term lease liability balances were $3,241,705, $347,131 and $2,058,734, respectively. See Note 7 for further details. The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, on January 1, 2022. ASU 2016-13 replaced the incurred loss approach with an expected loss model for instruments measured at amortized cost. The new accounting pronouncement did not have a material impact on the Consolidated Financial Statements due to the short duration of customers’ trade receivables. The Company does not have any available-for-sale debt securities. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The new standard is effective for non-public entities in fiscal years beginning after December 15, 2023, and interim periods within those years. The Company does not expect the adoption of this new accounting pronouncement to have a material impact on the Consolidated Financial Statements. The Company expects it would qualify as an emerging growth company “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. |
S-4 Basis of Presentation and_3
S-4 Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
TLG Acquisition One Corp | |
Accounting Policies [Line Items] | |
Summary of Basic and Diluted Net Income (Loss) per Common Share | The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ 479,490 $ 301,627 $ 2,203,766 $ 550,942 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,000,000 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ 0.06 $ 0.06 $ 0.06 $ 0.06 For the Six Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (186,370) $ (136,021) $ 7,363,022 $ 1,840,756 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,801,105 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.02) $ (0.02) $ 0.18 $ 0.18 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Years Ended 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 8,345,749 $ 2,095,639 $ 14,109,020 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 39,824,375 10,000,000 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.21 $ 0.21 $ 0.39 $ 0.39 |
S-4 Class A Common Stock Subj_2
S-4 Class A Common Stock Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity [Line Items] | |
Summary of class A common stock subject to redemption | Changes in Seed Preferred stock issuable under warrants activity for the years ended December 31, 2022 and 2021 was as follows: Seed Preferred Outstanding at January 1, 2021 343,879,583 Exercised (307,625,953) Remeasurement 44,048,825 Outstanding at December 31, 2021 80,302,455 Exercised (80,792,496) Remeasurement 490,041 Outstanding at December 31, 2022 — |
TLG Acquisition One Corp | |
Temporary Equity [Line Items] | |
Summary of class A common stock subject to redemption | As of June 30, 2023 and December 31, 2022, the Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units is recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 400,000,000 Plus: Accretion on Class A common stock subject to possible redemption amount 4,101,927 Less: Redemption of Class A common stock subject to possible redemption amount (324,362,141) Class A common stock subject to possible redemption, as of December 31, 2022 79,739,786 Plus: Accretion on Class A common stock subject to possible redemption amount 1,874,987 Class A common stock subject to possible redemption, as of March 31, 2023 $ 81,614,773 Plus: Waiver of Class A share issuance costs 13,141,800 Less: Accretion on Class A common stock subject to possible redemption amount (11,294,932) Class A common stock subject to possible redemption, as of June 30, 2023 $ 83,461,641 The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 $ 400,000,000 Accretion on Class A common stock subject to possible redemption amount 4,101,927 Redemption of Class A common stock subject to possible redemption amount (324,362,141) Class A common stock subject to possible redemption, as of December 31, 2022 $ 79,739,786 |
S-4 Fair Value Measurements (Ta
S-4 Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: June 30, 2023 December 31, 2022 Term 0.8 - 2.0 years 0.3 - 2.0 years Risk-free interest rate 4.81% - 5.33% 4.36% - 4.67% Volatility 65% - 75% 75% - 85% 2023 2022 Term 0.08 - 2.0 years 2.0 years Risk-free interest rate 4.8% - 5.2% 2.9% Volatility 65% - 75% 110% 2022 2021 Term 0.3-2.0 years 1.0-2.0 years Risk-free interest rate 4.36%—4.67% 0.09%—0.73% Volatility 75% - 85% 110% 2022 2021 Term 0.3 - 2.0 years 2.0 years Risk-free interest rate 4.4% - 4.7% 0.7% Volatility 75% - 85% 110% |
TLG Acquisition One Corp | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ — $ 533,330 $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ — Working capital loan - related party $ — $ — $ 5,408,857 December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ — Working capital loan - related party $ — $ — $ 2,330,370 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ Working Capital Loan - related party $ — $ — $ 2,330,370 December 31, 2021: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,933,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 3,666,670 Working Capital loan - related party $ — $ — $ 920,000 |
Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, December 31, Working Capital Loan: Warrant price $ 0.04 $ 0.04 Volatility 0.01 % 0.01 % Risk-free rate 3.52 % 3.99 % Discount rate 13.80 % 15.76 % Probability of Business Combination 80.00 % 80.00 % Term (years) 0.25 0.25 The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, Derivative Warrant Liabilities: Exercise price $ 11.50 Stock price $ 9.73 Term (years) 5 Volatility 10.5 % Risk-free rate 1.44 % December 31, December 31, Working Capital Loan: Warrant price $ 0.04 $ 0.55 Volatility 0.01 % 9.00 % Risk-free rate 3.99 % 1.37 % Discount rate 15.76 % 7.96 % Probability of Business Combination 80.00 % 100.00 % Term (years) 0.25 1.00 |
Summary of Change in the Fair Value of Derivative Warrant Liabilities | The change in the fair value of Level 3 liabilities for the three and six months ended June 30, 2023 is summarized as follows: Working Level 3 - Instruments December 31, 2022 $ 2,330,370 Borrowings of working capital loan - related party 2,025,000 Change in fair value of working capital loan - related party (457,919) Level 3 - Instruments at March 31, 2023 $ 3,897,451 Borrowings of working capital loan - related party $ 1,940,000 Change in fair value of working capital loan - related party (428,594) Level 3 - Instruments at June 30, 2023 $ 5,408,857 The change in the fair value of Level 3 derivative warrant liabilities for the three and six months ended June 30, 2022 is summarized as follows: Derivative Working Capital Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330) — Change in fair value of derivative warrant liabilities (10,200,000) — Working capital loan - related party — 920,000 Level 3 - Instruments December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670) — Working capital loan - related party — 1,400,000 Level 3 - Instruments at March 31, 2022 — 2,320,000 Working capital loan - related party — 500,000 Level 3 - Instruments at June 30, 2022 $ — $ 2,820,000 The change in the fair value of Level 3 derivative warrant liabilities for the years ended December 31, 2022 and 2021, is summarized as follows: Derivative Working Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330) — Change in fair value of derivative warrant liabilities (10,200,000) — Borrowings of working capital loan - related party — 920,000 Level 3 - Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670) — Borrowings of working capital loan - related party — 2,100,000 Change in fair value of working capital loan - related party — (689,630) Level 3 - Instruments at December 31, 2022 — 2,330,370 |
S-4 Income Taxes (Tables)
S-4 Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Contingency [Line Items] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of the significant components of the Company’s deferred tax assets and liabilities consist of the following as of: December 31, 2022 2021 Net operating loss carryforwards $ 10,291,943 $ 6,079,301 Stock compensation 493,494 437,598 Warranty reserve 235,025 279,992 Lease liability 679,384 — Research and development costs 837,640 — Research and development credit carryforwards 368,939 — Inventory reserve 275,858 — Accrued expenses 255,189 — Other, net 47,874 122,048 Total deferred tax assets 13,485,346 6,918,939 Right-of-use asset (915,413) — Total deferred tax liabilities (915,413) — Less: Valuation allowance (12,569,933) (6,918,939) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The difference between actual tax expense and the tax expense which would be expected by applying the federal statutory rate of 21 percent to the loss before income taxes is primarily due to the following for the years ended December 31: 2022 2021 Income tax at federal statutory rate $ (10,993,344) $ (7,508,180) State income tax, net of federal income tax impact 1,027 (686,317) Valuation allowance change 5,650,994 2,979,251 Warrant liabilities 2,336,820 3,391,926 Fair value adjustments—SAFE notes 4,326,420 1,216,155 Other (1,321,917) 607,165 Income tax expense $ — $ — |
TLG Acquisition One Corp | |
Income Tax Contingency [Line Items] | |
Summary of income tax provision (benefit) | The income tax provision (benefit) consists of the following: December 31, December 31, Current Federal $ 1,055,679 $ — State — — Deferred Federal (348,546) (1,572,412) State — — Valuation allowance 348,546 1,572,412 Income tax provision $ 1,055,679 $ — |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Start-up/Organization costs $ 708,381 $ 926,801 Net operating loss carryforwards — 645,611 Total deferred tax assets 708,381 1,572,412 Valuation allowance (708,381) (1,572,412) Deferred tax asset, net of allowance $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (19.0) % (28.0) % Transaction costs allocated to derivative warrant liabilities 0.0 % 1.7 % Merger costs 5.0 % (3.4) % Change in valuation allowance 3.2 % 8.8 % Income Taxes Benefit 10.2 % 0.0 % |
10-Q Summary of Significant A_3
10-Q Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the three and six months ended June 30: 2022 Stock options 127,414,568 Common stock warrants 238,920,875 Pre-2023 Convertible preferred stock 2,576,042,979 Total 2,942,378,422 The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the years ended December 31: 2022 2021 Stock options 175,383,887 136,293,365 Convertible debt 40,813,709 — Preferred stock warrants — 80,302,455 Common stock warrants 278,076,506 251,435,050 Convertible preferred stock 2,180,734,856 2,099,942,360 Total 2,675,008,958 2,567,973,230 |
Schedule of Weighted Average Number of Shares | The following reconciles the weighted average number of shares of common stock outstanding—basic to the weighted average number of shares of common stock outstanding—diluted, as used in the calculation of net income per share attributable to common stockholders—basic and diluted in the Company’s condensed consolidated statements of operations: Three months ended June 30, 2023 Six months ended June 30, 2023 Weighted average number of shares of common shares outstanding—basic 292,800,860 257,334,845 Stock options 106,085,533 109,746,272 Cumulative mandatorily redeemable Series B preferred stock 144,541,189 144,541,189 Common stock warrants 37,281,342 61,120,073 Pre-2023 Convertible preferred stock 2,576,042,979 2,576,042,979 Weighted average number of shares of common stock outstanding—diluted 3,156,751,903 3,148,785,358 |
10-Q Revenue (Tables)
10-Q Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company’s net revenue was comprised of the following: Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Product net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 Total net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 The Company’s net revenue was comprised of the following for the years ended December 31: 2022 2021 Product net revenue $ 15,975,783 $ 3,024,113 Service net revenue — 380,000 Total net revenue $ 15,975,783 $ 3,404,113 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The Company’s activity in deferred revenue was comprised of the following for the six months ended June 30: 2023 2022 Balance at beginning of period $ 628,872 $ 446,360 Billings 73,097 9,520,180 Revenue recognized (184,945) (9,346,335) Balance at end of period $ 517,024 $ 620,205 2022 2021 Balance at beginning of period $ 446,360 $ 86,654 Billings 16,158,295 3,792,319 Revenue recognized (15,975,783) (3,404,113) Refunds — (28,500) Balance at end of period $ 628,872 $ 446,360 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, Balance of 2023 $ 77,772 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 245,092 Total deferred revenue $ 517,024 Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, 2023 $ 203,200 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 231,512 Total deferred revenue $ 628,872 |
10-Q Property and Equipment, _2
10-Q Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net, consist of the following as of: June 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 562,106 523,050 Leasehold improvements 105,614 105,614 Construction in progress 848,754 737,131 Total property and equipment 1,829,045 1,659,366 Less accumulated depreciation and amortization (316,843) (237,073) Property and equipment, net $ 1,512,202 $ 1,422,293 Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives: Category Depreciation Method Estimated useful Computer Straight-line 5 years Office equipment Straight-line 5-7 years Machinery Straight-line 5 years Leasehold improvements Straight-line 1-5 years Property and equipment, net, consist of the following as of: December 31, 2022 2021 Computer $ 12,321 $ 14,953 Office equipment 281,250 — Machinery 523,050 50,910 Leasehold improvements 105,614 132,575 Construction in progress 737,131 393,052 Total property and equipment 1,659,366 591,490 Less accumulated depreciation and amortization (237,073) (92,028) Property and equipment, net $ 1,422,293 $ 499,462 |
10-Q Indebtedness (Tables)
10-Q Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | The following summarizes the maturities of the convertible note payable as of June 30, 2023: Balance of 2023 $ — 2024 5,000,000 2025 3,500,000 Total loans and convertible note payable $ 8,500,000 The following summarizes the maturities of the loans and convertible note payable as of December 31, 2022: 2023 $ 11,377,297 2024 5,000,000 Total loans and convertible note payable $ 16,377,297 |
Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: June 30, 2023 December 31, 2022 Term 0.8 - 2.0 years 0.3 - 2.0 years Risk-free interest rate 4.81% - 5.33% 4.36% - 4.67% Volatility 65% - 75% 75% - 85% 2023 2022 Term 0.08 - 2.0 years 2.0 years Risk-free interest rate 4.8% - 5.2% 2.9% Volatility 65% - 75% 110% 2022 2021 Term 0.3-2.0 years 1.0-2.0 years Risk-free interest rate 4.36%—4.67% 0.09%—0.73% Volatility 75% - 85% 110% 2022 2021 Term 0.3 - 2.0 years 2.0 years Risk-free interest rate 4.4% - 4.7% 0.7% Volatility 75% - 85% 110% |
10-Q Accrued Expenses and Oth_2
10-Q Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following as of: June 30, December 31, 2023 2022 Warranty reserve $ 620,437 $ 832,283 Employee compensation and benefits 1,626,512 629,773 Deferred revenue 80,164 192,012 Accrued interest 297,499 1,961,477 Lease liability 590,764 347,131 Other accrued expenses and current liabilities 2,359,728 2,210,660 Accrued expenses and other current liabilities $ 5,575,104 $ 6,173,336 Accrued expenses and other current liabilities consist of the following as of: December 31, 2022 2021 Warranty reserve $ 832,283 $ 1,029,862 Employee compensation and benefits 629,773 666,269 Deferred revenue 192,012 404,240 Accrued interest 1,961,477 — Lease liability 347,131 — Other accrued expenses and current liabilities 2,210,660 712,582 Accrued expenses and other current liabilities $ 6,173,336 $ 2,812,953 |
Schedule of Product Warranty Liability | The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the six months ended June 30: 2023 2022 Balance at the beginning of period $ 832,283 $ 1,029,862 Provision for warranty expense 3,421 187,499 Warranty costs paid (215,267) (323,569) Balance at end of period $ 620,437 $ 893,792 December 31, 2022 2021 Balance at the beginning of period $ 1,029,862 $ 1,042,015 Provision for warranty expense 320,535 383,613 Warranty costs paid (518,114) (395,766) Balance at end of period $ 832,283 $ 1,029,862 |
10-Q Commitment and Contingen_2
10-Q Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Annual Minimum Lease Payments Under Operating Lease | As of June 30, 2023, the weighted average remaining lease term for all leases was 3.6 years. Future annual minimum lease payments under operating leases as of June 30, 2023 were as follows: Balance of 2023 $ 493,741 2024 1,246,533 2025 1,285,664 2026 771,571 2027 420,362 Total minimum payments 4,217,871 Less: amounts representing interest 1,167,081 Lease liability $ 3,050,790 As of December 31, 2022, the weighted average remaining lease term for all leases was 4.2 years. Future annual minimum lease payments under operating leases as of December 31, 2022 were as follows: 2023 $ 769,250 2024 896,790 2025 923,680 2026 492,191 Thereafter 420,362 Total minimum payments 3,502,273 Less: amounts representing interest 1,096,408 Lease liability $ 2,405,865 |
10-Q Stockholders' Deficit (Tab
10-Q Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | In applying the Black-Scholes option pricing model, the Company used the following assumptions during the first six months of: 2023 2022 Risk-free interest rate 3.53%—4.27% 1.62%—2.93% Expected term (years) 6.25 6.25 Expected volatility 71.52%—71.65% 73.03% Expected dividends — — In applying the Black-Scholes option pricing model, the Company used the following assumptions during: 2022 2021 Risk-free interest rate 1.43%—4.08% 0.66%—1.26% Expected term (years) 5.21—6.25 6.25 Expected volatility 71.65%—73.53% 73.03% Expected dividends 0.00 0.00 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the six months ended June 30, 2023: Number of Options Weighted Weighted Average Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 Grants 5,500,000 $ 0.0700 10.0 Exercised (1,980,833) $ 0.0062 9.0 Forfeited (3,812,500) $ 0.0061 8.7 Outstanding at June 30, 2023 151,576,283 $ 0.0087 8.4 The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Number of Options Weighted Weighted Average Outstanding at January 1, 2021 117,281,148 $ 0.0039 9.1 Grants 150,624,337 $ 0.0060 10.0 Exercised (140,067,000) $ 0.0048 8.9 Forfeited (10,677,415) $ 0.0046 8.9 Outstanding at December 31, 2021 117,161,070 $ 0.0054 9.2 Grants 78,056,991 $ 0.0073 10.0 Exercised (24,713,199) $ 0.0054 8.7 Forfeited (14,143,750) $ 0.0031 8.6 Expired (4,491,496) $ 0.0044 7.9 Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 |
Summary of Stock Option Information, by Exercise Price Range | The following table presents information relating to stock options as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,200,000 3.5 1,200,000 3.5 $0.004 15,872,586 6.9 12,902,759 6.8 $0.006 68,846,706 8.0 58,919,621 7.9 $0.0071 59,656,991 9.2 43,118,170 9.2 $0.07 6,000,000 9.8 — — Totals 151,576,283 8.0 116,140,550 8.2 The following table presents information relating to stock options as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.001 1,200,000 4.0 1,200,000 4.0 $0.004 15,872,586 7.4 11,902,759 7.3 $0.006 73,840,039 8.5 56,944,205 8.4 $0.0071 60,456,991 9.7 — — $0.07 500,000 10.0 — — Totals 151,869,616 8.8 70,046,964 8.2 The following table presents information relating to stock options as of December 31, 2021: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,511,459 5.1 1,511,459 5.1 $0.004 29,134,572 8.4 11,096,531 8.4 $0.006 86,515,039 9.5 53,069,947 9.5 Totals 117,161,070 9.2 65,677,937 9.2 |
10-Q Warrants (Tables)
10-Q Warrants (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: June 30, 2023 December 31, 2022 Term 0.8 - 2.0 years 0.3 - 2.0 years Risk-free interest rate 4.81% - 5.33% 4.36% - 4.67% Volatility 65% - 75% 75% - 85% 2023 2022 Term 0.08 - 2.0 years 2.0 years Risk-free interest rate 4.8% - 5.2% 2.9% Volatility 65% - 75% 110% 2022 2021 Term 0.3-2.0 years 1.0-2.0 years Risk-free interest rate 4.36%—4.67% 0.09%—0.73% Volatility 75% - 85% 110% 2022 2021 Term 0.3 - 2.0 years 2.0 years Risk-free interest rate 4.4% - 4.7% 0.7% Volatility 75% - 85% 110% |
10-Q Fair Value (Tables)
10-Q Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2023: Common Stock SAFE Notes Total Balance at December 31, 2022 $ 14,114,411 $ 51,600,000 $ 65,714,411 Changes in fair value included in operations (9,296,225) (16,490,000) (25,786,225) Balance at June 30, 2023 $ 4,818,186 $ 35,110,000 $ 39,928,186 The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2022: Preferred Stock Common Stock SAFE Notes Total Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Changes in fair value included in operations 3,515,845 7,163,583 16,279,000 26,958,428 Warrants exercised (9,932,991) — — (9,932,991) Balance at June 30, 2022 $ — $ 13,666,121 $ 47,277,000 $ 60,943,121 instruments that were measured at fair value using Level 3 inputs on a recurring basis for the years ended December 31, 2022 and 2021: Preferred Stock Common Stock SAFE Notes Total Balance at January 1, 2021 $ 1,570,433 $ — $ — $ 1,570,433 Cash received — — 25,206,788 25,206,788 Changes in fair value included in operations 9,649,489 6,502,538 5,791,212 21,943,239 Warrants exercised (4,802,776) — — (4,802,776) Warrants expired — — — — Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Cash received — — — — Changes in fair value included in operations 3,515,845 7,611,873 20,602,000 31,729,718 Warrants exercised (9,932,991) — — (9,932,991) Balance at December 31, 2022 $ — $ 14,114,411 $ 51,600,000 $ 65,714,411 |
10-K Summary of Significant A_3
10-K Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Property and equipment, net, consist of the following as of: June 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 562,106 523,050 Leasehold improvements 105,614 105,614 Construction in progress 848,754 737,131 Total property and equipment 1,829,045 1,659,366 Less accumulated depreciation and amortization (316,843) (237,073) Property and equipment, net $ 1,512,202 $ 1,422,293 Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives: Category Depreciation Method Estimated useful Computer Straight-line 5 years Office equipment Straight-line 5-7 years Machinery Straight-line 5 years Leasehold improvements Straight-line 1-5 years Property and equipment, net, consist of the following as of: December 31, 2022 2021 Computer $ 12,321 $ 14,953 Office equipment 281,250 — Machinery 523,050 50,910 Leasehold improvements 105,614 132,575 Construction in progress 737,131 393,052 Total property and equipment 1,659,366 591,490 Less accumulated depreciation and amortization (237,073) (92,028) Property and equipment, net $ 1,422,293 $ 499,462 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the three and six months ended June 30: 2022 Stock options 127,414,568 Common stock warrants 238,920,875 Pre-2023 Convertible preferred stock 2,576,042,979 Total 2,942,378,422 The shares underlying the following outstanding instruments are excluded from the calculation of weighted average diluted shares because their inclusion would have been anti-dilutive for the years ended December 31: 2022 2021 Stock options 175,383,887 136,293,365 Convertible debt 40,813,709 — Preferred stock warrants — 80,302,455 Common stock warrants 278,076,506 251,435,050 Convertible preferred stock 2,180,734,856 2,099,942,360 Total 2,675,008,958 2,567,973,230 |
10-K Revenue (Tables)
10-K Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company’s net revenue was comprised of the following: Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Product net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 Total net revenue $ 43,769 $ 4,549,342 $ 184,945 $ 9,346,335 The Company’s net revenue was comprised of the following for the years ended December 31: 2022 2021 Product net revenue $ 15,975,783 $ 3,024,113 Service net revenue — 380,000 Total net revenue $ 15,975,783 $ 3,404,113 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The Company’s activity in deferred revenue was comprised of the following for the six months ended June 30: 2023 2022 Balance at beginning of period $ 628,872 $ 446,360 Billings 73,097 9,520,180 Revenue recognized (184,945) (9,346,335) Balance at end of period $ 517,024 $ 620,205 2022 2021 Balance at beginning of period $ 446,360 $ 86,654 Billings 16,158,295 3,792,319 Revenue recognized (15,975,783) (3,404,113) Refunds — (28,500) Balance at end of period $ 628,872 $ 446,360 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, Balance of 2023 $ 77,772 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 245,092 Total deferred revenue $ 517,024 Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied at the end of the reporting period are as follows: Year ending December 31, 2023 $ 203,200 2024 48,540 2025 48,540 2026 48,540 2027 48,540 Thereafter 231,512 Total deferred revenue $ 628,872 |
10-K Property and Equipment, _2
10-K Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net, consist of the following as of: June 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 562,106 523,050 Leasehold improvements 105,614 105,614 Construction in progress 848,754 737,131 Total property and equipment 1,829,045 1,659,366 Less accumulated depreciation and amortization (316,843) (237,073) Property and equipment, net $ 1,512,202 $ 1,422,293 Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives: Category Depreciation Method Estimated useful Computer Straight-line 5 years Office equipment Straight-line 5-7 years Machinery Straight-line 5 years Leasehold improvements Straight-line 1-5 years Property and equipment, net, consist of the following as of: December 31, 2022 2021 Computer $ 12,321 $ 14,953 Office equipment 281,250 — Machinery 523,050 50,910 Leasehold improvements 105,614 132,575 Construction in progress 737,131 393,052 Total property and equipment 1,659,366 591,490 Less accumulated depreciation and amortization (237,073) (92,028) Property and equipment, net $ 1,422,293 $ 499,462 |
10-K Indebtedness (Tables)
10-K Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | The following summarizes the maturities of the convertible note payable as of June 30, 2023: Balance of 2023 $ — 2024 5,000,000 2025 3,500,000 Total loans and convertible note payable $ 8,500,000 The following summarizes the maturities of the loans and convertible note payable as of December 31, 2022: 2023 $ 11,377,297 2024 5,000,000 Total loans and convertible note payable $ 16,377,297 |
Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: June 30, 2023 December 31, 2022 Term 0.8 - 2.0 years 0.3 - 2.0 years Risk-free interest rate 4.81% - 5.33% 4.36% - 4.67% Volatility 65% - 75% 75% - 85% 2023 2022 Term 0.08 - 2.0 years 2.0 years Risk-free interest rate 4.8% - 5.2% 2.9% Volatility 65% - 75% 110% 2022 2021 Term 0.3-2.0 years 1.0-2.0 years Risk-free interest rate 4.36%—4.67% 0.09%—0.73% Volatility 75% - 85% 110% 2022 2021 Term 0.3 - 2.0 years 2.0 years Risk-free interest rate 4.4% - 4.7% 0.7% Volatility 75% - 85% 110% |
10-K Accrued Expenses and Oth_2
10-K Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following as of: June 30, December 31, 2023 2022 Warranty reserve $ 620,437 $ 832,283 Employee compensation and benefits 1,626,512 629,773 Deferred revenue 80,164 192,012 Accrued interest 297,499 1,961,477 Lease liability 590,764 347,131 Other accrued expenses and current liabilities 2,359,728 2,210,660 Accrued expenses and other current liabilities $ 5,575,104 $ 6,173,336 Accrued expenses and other current liabilities consist of the following as of: December 31, 2022 2021 Warranty reserve $ 832,283 $ 1,029,862 Employee compensation and benefits 629,773 666,269 Deferred revenue 192,012 404,240 Accrued interest 1,961,477 — Lease liability 347,131 — Other accrued expenses and current liabilities 2,210,660 712,582 Accrued expenses and other current liabilities $ 6,173,336 $ 2,812,953 |
Schedule of Product Warranty Liability | The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the six months ended June 30: 2023 2022 Balance at the beginning of period $ 832,283 $ 1,029,862 Provision for warranty expense 3,421 187,499 Warranty costs paid (215,267) (323,569) Balance at end of period $ 620,437 $ 893,792 December 31, 2022 2021 Balance at the beginning of period $ 1,029,862 $ 1,042,015 Provision for warranty expense 320,535 383,613 Warranty costs paid (518,114) (395,766) Balance at end of period $ 832,283 $ 1,029,862 |
10-K Commitment and Contingen_2
10-K Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Annual Minimum Lease Payments Under Operating Lease | As of June 30, 2023, the weighted average remaining lease term for all leases was 3.6 years. Future annual minimum lease payments under operating leases as of June 30, 2023 were as follows: Balance of 2023 $ 493,741 2024 1,246,533 2025 1,285,664 2026 771,571 2027 420,362 Total minimum payments 4,217,871 Less: amounts representing interest 1,167,081 Lease liability $ 3,050,790 As of December 31, 2022, the weighted average remaining lease term for all leases was 4.2 years. Future annual minimum lease payments under operating leases as of December 31, 2022 were as follows: 2023 $ 769,250 2024 896,790 2025 923,680 2026 492,191 Thereafter 420,362 Total minimum payments 3,502,273 Less: amounts representing interest 1,096,408 Lease liability $ 2,405,865 |
10-K Stockholders' Deficit (Tab
10-K Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | In applying the Black-Scholes option pricing model, the Company used the following assumptions during the first six months of: 2023 2022 Risk-free interest rate 3.53%—4.27% 1.62%—2.93% Expected term (years) 6.25 6.25 Expected volatility 71.52%—71.65% 73.03% Expected dividends — — In applying the Black-Scholes option pricing model, the Company used the following assumptions during: 2022 2021 Risk-free interest rate 1.43%—4.08% 0.66%—1.26% Expected term (years) 5.21—6.25 6.25 Expected volatility 71.65%—73.53% 73.03% Expected dividends 0.00 0.00 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the six months ended June 30, 2023: Number of Options Weighted Weighted Average Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 Grants 5,500,000 $ 0.0700 10.0 Exercised (1,980,833) $ 0.0062 9.0 Forfeited (3,812,500) $ 0.0061 8.7 Outstanding at June 30, 2023 151,576,283 $ 0.0087 8.4 The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Number of Options Weighted Weighted Average Outstanding at January 1, 2021 117,281,148 $ 0.0039 9.1 Grants 150,624,337 $ 0.0060 10.0 Exercised (140,067,000) $ 0.0048 8.9 Forfeited (10,677,415) $ 0.0046 8.9 Outstanding at December 31, 2021 117,161,070 $ 0.0054 9.2 Grants 78,056,991 $ 0.0073 10.0 Exercised (24,713,199) $ 0.0054 8.7 Forfeited (14,143,750) $ 0.0031 8.6 Expired (4,491,496) $ 0.0044 7.9 Outstanding at December 31, 2022 151,869,616 $ 0.0064 8.8 |
Summary of Stock Option Information, by Exercise Price Range | The following table presents information relating to stock options as of June 30, 2023: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,200,000 3.5 1,200,000 3.5 $0.004 15,872,586 6.9 12,902,759 6.8 $0.006 68,846,706 8.0 58,919,621 7.9 $0.0071 59,656,991 9.2 43,118,170 9.2 $0.07 6,000,000 9.8 — — Totals 151,576,283 8.0 116,140,550 8.2 The following table presents information relating to stock options as of December 31, 2022: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.001 1,200,000 4.0 1,200,000 4.0 $0.004 15,872,586 7.4 11,902,759 7.3 $0.006 73,840,039 8.5 56,944,205 8.4 $0.0071 60,456,991 9.7 — — $0.07 500,000 10.0 — — Totals 151,869,616 8.8 70,046,964 8.2 The following table presents information relating to stock options as of December 31, 2021: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0001 1,511,459 5.1 1,511,459 5.1 $0.004 29,134,572 8.4 11,096,531 8.4 $0.006 86,515,039 9.5 53,069,947 9.5 Totals 117,161,070 9.2 65,677,937 9.2 |
10-K Warrants (Tables)
10-K Warrants (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: June 30, 2023 December 31, 2022 Term 0.8 - 2.0 years 0.3 - 2.0 years Risk-free interest rate 4.81% - 5.33% 4.36% - 4.67% Volatility 65% - 75% 75% - 85% 2023 2022 Term 0.08 - 2.0 years 2.0 years Risk-free interest rate 4.8% - 5.2% 2.9% Volatility 65% - 75% 110% 2022 2021 Term 0.3-2.0 years 1.0-2.0 years Risk-free interest rate 4.36%—4.67% 0.09%—0.73% Volatility 75% - 85% 110% 2022 2021 Term 0.3 - 2.0 years 2.0 years Risk-free interest rate 4.4% - 4.7% 0.7% Volatility 75% - 85% 110% |
Changes in Seed Preferred Stock Issuable Under Warrants | Changes in Seed Preferred stock issuable under warrants activity for the years ended December 31, 2022 and 2021 was as follows: Seed Preferred Outstanding at January 1, 2021 343,879,583 Exercised (307,625,953) Remeasurement 44,048,825 Outstanding at December 31, 2021 80,302,455 Exercised (80,792,496) Remeasurement 490,041 Outstanding at December 31, 2022 — |
10-K Fair Value (Tables)
10-K Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2023: Common Stock SAFE Notes Total Balance at December 31, 2022 $ 14,114,411 $ 51,600,000 $ 65,714,411 Changes in fair value included in operations (9,296,225) (16,490,000) (25,786,225) Balance at June 30, 2023 $ 4,818,186 $ 35,110,000 $ 39,928,186 The following table sets forth the Company’s financial instruments that were measured at fair value using Level 3 inputs on a recurring basis for the six months ended June 30, 2022: Preferred Stock Common Stock SAFE Notes Total Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Changes in fair value included in operations 3,515,845 7,163,583 16,279,000 26,958,428 Warrants exercised (9,932,991) — — (9,932,991) Balance at June 30, 2022 $ — $ 13,666,121 $ 47,277,000 $ 60,943,121 instruments that were measured at fair value using Level 3 inputs on a recurring basis for the years ended December 31, 2022 and 2021: Preferred Stock Common Stock SAFE Notes Total Balance at January 1, 2021 $ 1,570,433 $ — $ — $ 1,570,433 Cash received — — 25,206,788 25,206,788 Changes in fair value included in operations 9,649,489 6,502,538 5,791,212 21,943,239 Warrants exercised (4,802,776) — — (4,802,776) Warrants expired — — — — Balance at December 31, 2021 $ 6,417,146 $ 6,502,538 $ 30,998,000 $ 43,917,684 Cash received — — — — Changes in fair value included in operations 3,515,845 7,611,873 20,602,000 31,729,718 Warrants exercised (9,932,991) — — (9,932,991) Balance at December 31, 2022 $ — $ 14,114,411 $ 51,600,000 $ 65,714,411 |
10-K Income Taxes (Tables)
10-K Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The loss before income taxes consisted of the following for the years ended: December 31, 2022 2021 United States $ (52,349,259) $ (35,758,403) Foreign — 5,164 Loss before income taxes $ (52,349,259) $ (35,753,239) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between actual tax expense and the tax expense which would be expected by applying the federal statutory rate of 21 percent to the loss before income taxes is primarily due to the following for the years ended December 31: 2022 2021 Income tax at federal statutory rate $ (10,993,344) $ (7,508,180) State income tax, net of federal income tax impact 1,027 (686,317) Valuation allowance change 5,650,994 2,979,251 Warrant liabilities 2,336,820 3,391,926 Fair value adjustments—SAFE notes 4,326,420 1,216,155 Other (1,321,917) 607,165 Income tax expense $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of the significant components of the Company’s deferred tax assets and liabilities consist of the following as of: December 31, 2022 2021 Net operating loss carryforwards $ 10,291,943 $ 6,079,301 Stock compensation 493,494 437,598 Warranty reserve 235,025 279,992 Lease liability 679,384 — Research and development costs 837,640 — Research and development credit carryforwards 368,939 — Inventory reserve 275,858 — Accrued expenses 255,189 — Other, net 47,874 122,048 Total deferred tax assets 13,485,346 6,918,939 Right-of-use asset (915,413) — Total deferred tax liabilities (915,413) — Less: Valuation allowance (12,569,933) (6,918,939) Net deferred tax asset $ — $ — |
S-4 Description of Organizati_2
S-4 Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 26, 2023 | Dec. 28, 2022 | Dec. 23, 2022 | Dec. 19, 2022 | Feb. 01, 2021 | Mar. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 07, 2023 | Feb. 28, 2023 | Aug. 05, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Stock issued during period shares | 937,500 | ||||||||||||
Cash | $ 4,376,594 | $ 5,480,960 | $ 12,730,198 | ||||||||||
Common stock, issued (in shares) | 591,760,547 | 242,302,003 | 217,588,804 | ||||||||||
Proceeds from issuance of common stock | $ 9,066,316 | $ 64,002 | $ 133,598 | $ 672,162 | |||||||||
Working capital deficit | 25,861,351 | 59,761,147 | |||||||||||
TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from issuance of IPO | 0 | 400,000,000 | |||||||||||
Deferred underwriting commissions | $ 14,000,000 | 0 | 14,000,000 | 14,000,000 | |||||||||
Payment to acquire restricted investments | 2,861,426 | 0 | 0 | $ 400,000,000 | |||||||||
Threshold contribution per public share for extension of business combination period | $ 0.06 | ||||||||||||
Restricted investments term | 185 days | 185 days | 185 days | ||||||||||
Maximum threshold deposit in trust account for extension of business combination period | $ 600,000 | ||||||||||||
Cash | 105,457 | 19,750 | $ 48,491 | $ 476,904 | |||||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | ||||||||||||
Minimum share price of the residual assets remaining available for distribution | $ 10 | ||||||||||||
Operating bank account | 105,457 | 20,000 | |||||||||||
Working capital (deficit) | 7,000,000 | ||||||||||||
Taxes payable, current | 1,400,000 | ||||||||||||
Proceeds from issuance of common stock | 25,000 | 25,000 | |||||||||||
Proceeds from unsecured and non-interest bearing promissory note | 192,000 | 192,000 | |||||||||||
Proceeds from related party debt | 3,965,000 | $ 1,900,000 | 2,100,000 | 920,000 | |||||||||
Other Tax Expense (Benefit) | $ 1,000,000 | ||||||||||||
Lock in period for redemption of public shares after closing of IPO | 24 months | ||||||||||||
Working capital deficit | 11,800,000 | ||||||||||||
Sponsor Agreement | Share Price Equals Or Exceeds Usd Fifteen | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Stockholders Agreement | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of common stock, shares issued and outstanding | 1% | ||||||||||||
Electriq Holders | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Consideration transferred | $ 495,000,000 | ||||||||||||
Business combination contingent consideration | $ 25,000,000 | ||||||||||||
Electriq Holders | Lockup Agreement | Share Price Equals Or Exceeds Usd Fifteen | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Additional percentage of restricted securities | 10% | ||||||||||||
Electriq Holders | Lockup Agreement | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of restricted securities | 10% | ||||||||||||
Working Capital Loans | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from related party debt | $ 7,000,000 | $ 3,000,000 | $ 900,000 | ||||||||||
Private Placement Warrants | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Class of warrants and rights issued price per warrant | $ 1.50 | ||||||||||||
Proceeds from warrants | $ 10,000,000 | ||||||||||||
Sponsor | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10 | ||||||||||||
Sponsor | Private Placement Warrants | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Class of warrants and rights issued during the period | 4,666,667 | ||||||||||||
RBC Capital Markets LLC | Private Placement Warrants | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Class of warrants and rights issued during the period | 2,000,000 | ||||||||||||
Common Class A | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, issued (in shares) | 7,948,405 | 7,948,405 | 0 | ||||||||||
Common Class A | TLG Acquisition One Corp | Subsequent Event | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||||
Percentage of common stock issued and outstanding | 97.30% | ||||||||||||
Shares redeemed (in shares) | 7,736,608 | ||||||||||||
Cash withdrawn from trust account towards redemption of shares, per share (USD per share) | $ 10.63 | ||||||||||||
Cash withdrawn from trust account towards redemption of shares | $ 82,200,000 | ||||||||||||
Common Class A | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Common Class A | Sponsor Agreement | Share Price Equals Or Exceeds Usd Fifteen | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Share price (USD per share) | $ 15 | ||||||||||||
Common Class A | Sponsor Agreement | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 12.50 | ||||||||||||
Common Class A | Electriq Holders | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares of equity interests issued or issuable to acquire entity | 49,500,000 | ||||||||||||
Business acquisition, share price | $ 10 | ||||||||||||
Common Class A | Electriq Holders | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Common Class A | Electriq Holders | Lockup Agreement | Share Price Equals Or Exceeds Usd Fifteen | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Share price (USD per share) | $ 15 | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Common Class A | Electriq Holders | Lockup Agreement | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Share price (USD per share) | $ 12.50 | ||||||||||||
Public shares | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares redeemed (in shares) | 32,051,595 | ||||||||||||
Threshold contribution per public share for extension of business combination period | $ 10 | ||||||||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | ||||||||||||
Shares redeemed | $ 324,400,000 | ||||||||||||
Common Class F | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Shares forfeitured during the period value | $ 0 | ||||||||||||
Shares forfeitured during the period shares | 5,000,000 | ||||||||||||
Common stock, issued (in shares) | 5,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Common Class F | Share Price Equals Or Exceeds Usd Fifteen | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Share price (USD per share) | $ 15 | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Percentage of additional shares to be released | 10% | ||||||||||||
Common Class F | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Share price (USD per share) | $ 12.50 | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Common Class F | Sponsor Agreement | Share Price Equals Or Exceeds Usd Fifteen | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, issued (in shares) | 500,000 | ||||||||||||
Common Class F | Sponsor Agreement | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, issued (in shares) | 500,000 | ||||||||||||
Merger Consideration Incentive Shares | Electriq Holders | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares of equity interests issued or issuable to acquire entity | 2,000,000 | ||||||||||||
SPAC Founder Shares | Share Price Equals Or Exceeds Usd Fifteen | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Share price (USD per share) | $ 15 | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Percentage of additional shares to be released | 10% | ||||||||||||
SPAC Founder Shares | Share Price Equals Or Exceeds Usd Twelve Point Five | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Share price (USD per share) | $ 12.50 | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Percentage of shares to be released | 10% | ||||||||||||
Minimum | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of fair market value of target business to asset held in trust account | 80% | ||||||||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | $ 5,000,001 | |||||||||||
Dissolution expense | $ 100,000 | ||||||||||||
Minimum | Definitive Agreement of Initial Business Combination | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of voting interests acquired | 50% | ||||||||||||
Maximum | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Threshold contribution per public share for extension of business combination period | $ 10 | ||||||||||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | ||||||||||||
IPO | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from issuance of IPO | $ 400,000,000 | ||||||||||||
Payment to acquire restricted investments | $ 400,000,000 | ||||||||||||
Threshold contribution per public share for extension of business combination period | $ 10 | ||||||||||||
IPO | Common Class A | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares | 40,000,000 | ||||||||||||
Shares issued price per share | $ 10 | ||||||||||||
Proceeds from issuance of IPO | $ 400,000,000 | ||||||||||||
Offering costs | 22,700,000 | ||||||||||||
Deferred underwriting commissions | $ 14,000,000 | ||||||||||||
Over-Allotment Option | Common Class A | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares | 5,000,000 | ||||||||||||
Financings | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Percentage of Leftout incentive shares transferred to sponser on closing of financing | $ 50 | ||||||||||||
Percentage of Leftout incentive shares transferred to equity shareholders on closing of financing | 50% | ||||||||||||
Financings | Merger Consideration Incentive Shares | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares | 2,000,000 | ||||||||||||
Financings | Incentive Shares | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares | 7,000,000 | ||||||||||||
Financings | New Incentive Shares | TLG Acquisition One Corp | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period shares | 5,000,000 |
S-4 Basis of Presentation and_4
S-4 Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Dec. 28, 2022 | Feb. 01, 2021 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Accounting Policies [Line Items] | ||||||
Common stock issued from warrant conversion | 905,094 | 371,468,806 | 80,792,496 | |||
TLG Acquisition One Corp | ||||||
Accounting Policies [Line Items] | ||||||
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
Restricted investments term | 185 days | 185 days | 185 days | |||
Mezzanine equity, shares outstanding (in shares) | 40,000,000 | 7,948,405 | 7,948,405 | |||
Deferred tax assets | $ 1,600,000 | $ 297,000 | $ 349,000 | |||
Unrecognized tax benefits | 0 | 0 | 0 | |||
Accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |||
Common Class A | TLG Acquisition One Corp | ||||||
Accounting Policies [Line Items] | ||||||
Mezzanine equity, shares outstanding (in shares) | 40,000,000 | 7,948,405 | 7,948,405 | |||
Common stock issued from warrant conversion | 20,000,000 | 20,000,000 | 20,000,000 |
S-4 Basis of Presentation and_5
S-4 Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net (Loss) Income per Common Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||||
Allocation of net (loss) income, basic | $ 16,048,044 | $ (26,787,059) | $ 5,555,678 | $ (35,132,062) | $ (54,093,334) | $ (37,127,923) | ||
Denominator: | ||||||||
Basic weighted average common stock outstanding (in shares) | 292,800,860 | 202,011,699 | 257,334,845 | 200,700,960 | 207,458,865 | 93,014,690 | ||
Diluted weighted average common stock outstanding (in shares) | 3,156,751,903 | 202,011,699 | 3,148,785,358 | 200,700,960 | 207,458,865 | 93,014,690 | ||
Basic net (loss) income per common stock (USD per share) | $ 0.05 | $ (0.13) | $ 0.02 | $ (0.18) | $ (0.26) | $ (0.40) | ||
Diluted net (loss) income per common stock (USD per share) | $ 0.01 | $ (0.13) | $ 0 | $ (0.18) | $ (0.26) | $ (0.40) | ||
Common Class A | TLG Acquisition One Corp | ||||||||
Numerator: | ||||||||
Allocation of net (loss) income, basic | $ 479,490 | $ 2,203,766 | $ (186,370) | $ 7,363,022 | $ 8,345,749 | $ 14,109,020 | ||
Allocation of net (loss) income, diluted | $ 479,490 | $ 2,203,766 | $ (186,370) | $ 7,363,022 | $ 8,345,749 | $ 14,109,020 | ||
Denominator: | ||||||||
Basic weighted average common stock outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 | 40,000,000 | 7,948,405 | 40,000,000 | 39,824,375 | 36,602,740 |
Diluted weighted average common stock outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 | 40,000,000 | 7,948,405 | 40,000,000 | 39,824,375 | 36,602,740 |
Basic net (loss) income per common stock (USD per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
Diluted net (loss) income per common stock (USD per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
Common Class F | TLG Acquisition One Corp | ||||||||
Numerator: | ||||||||
Allocation of net (loss) income, basic | $ 301,627 | $ 550,942 | $ (136,021) | $ 1,840,756 | $ 2,095,639 | $ 3,813,712 | ||
Allocation of net (loss) income, diluted | $ 301,627 | $ 550,942 | $ (136,021) | $ 1,840,756 | $ 2,095,639 | $ 3,813,712 | ||
Denominator: | ||||||||
Basic weighted average common stock outstanding (in shares) | 5,000,000 | 5,000,000 | 10,000,000 | 10,000,000 | 5,801,105 | 10,000,000 | 10,000,000 | 9,893,836 |
Diluted weighted average common stock outstanding (in shares) | 5,000,000 | 5,000,000 | 10,000,000 | 10,000,000 | 5,801,105 | 10,000,000 | 10,000,000 | 9,893,836 |
Basic net (loss) income per common stock (USD per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
Diluted net (loss) income per common stock (USD per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 | $ 0.21 | $ 0.39 |
S-4 Initial Public Offering - A
S-4 Initial Public Offering - Additional Information (Detail) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 01, 2021 | Mar. 06, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||||||
Shares issued for common stock (in shares) | 937,500 | |||||
TLG Acquisition One Corp | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of IPO | $ 0 | $ 400,000,000 | ||||
Deferred underwriting commissions | $ 14,000,000 | $ 0 | $ 14,000,000 | 14,000,000 | ||
Public Warrants | TLG Acquisition One Corp | ||||||
Class of Stock [Line Items] | ||||||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||||
IPO | TLG Acquisition One Corp | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of IPO | $ 400,000,000 | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-third of one Public Warrant) | |||||
Common Class A | Public Warrants | TLG Acquisition One Corp | ||||||
Class of Stock [Line Items] | ||||||
Shares issuable per warrant | 1 | |||||
Exercise price (in dollars per share) | $ 11.50 | |||||
Common Class A | IPO | TLG Acquisition One Corp | ||||||
Class of Stock [Line Items] | ||||||
Shares issued for common stock (in shares) | 40,000,000 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from issuance of IPO | $ 400,000,000 | |||||
Offering costs | 22,700,000 | |||||
Deferred underwriting commissions | $ 14,000,000 | |||||
Common Class A | Over-Allotment Option | TLG Acquisition One Corp | ||||||
Class of Stock [Line Items] | ||||||
Shares issued for common stock (in shares) | 5,000,000 |
S-4 Related Party Transactions
S-4 Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 30, 2023 | Feb. 01, 2021 | Jan. 27, 2021 | Oct. 13, 2020 | Jan. 31, 2021 | Oct. 31, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 07, 2023 | Jun. 06, 2023 | Sep. 29, 2022 | Mar. 15, 2022 | Aug. 05, 2021 | May 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Common stock, outstanding (in shares) | 591,760,547 | 591,760,547 | 242,302,003 | 217,588,804 | |||||||||||||||||
General and administrative | $ 4,709,435 | $ 2,519,918 | $ 9,428,570 | $ 4,349,421 | $ 11,828,573 | $ 9,329,258 | |||||||||||||||
TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | 20% | ||||||||||||||||||
Number of consecutive trading days for determining share price | 10 days | ||||||||||||||||||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | 30 days | ||||||||||||||||||
Proceeds from related party debt | $ 3,965,000 | 1,900,000 | $ 2,100,000 | 920,000 | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||||||||||||||||
General and administrative | $ 1,666,324 | $ 84,749 | 3,051,026 | $ 158,982 | 4,353,919 | 4,332,947 | |||||||||||||||
Accounts Payable | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
General and administrative | 42,000 | 20,500 | 78,000 | ||||||||||||||||||
Accounts Payable | Previously Reported | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
General and administrative | 84,000 | ||||||||||||||||||||
Related Party Loans | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Principal amount | $ 300,000 | ||||||||||||||||||||
Interest rate (as a percent) | 0% | ||||||||||||||||||||
Proceeds from related party debt | $ 192,000 | 7,000,000 | 3,000,000 | 900,000 | |||||||||||||||||
Additional proceeds from related party debt | 2,000,000 | 2,000,000 | |||||||||||||||||||
Working Capital Loan | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Principal amount | 1,940,000 | 1,940,000 | $ 5,000,000 | $ 2,000,000 | |||||||||||||||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | ||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 1.50 | ||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 | ||||||||||||||||||||
Maximum borrowing capacity | 6,985,000 | 6,985,000 | |||||||||||||||||||
Remaining borrowing capacity | 3,015,000 | 3,015,000 | |||||||||||||||||||
Administrative Services Agreement | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Accounts Payable | $ 0 | $ 0 | $ 0 | $ 35,000 | |||||||||||||||||
Private Placement Warrants | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Class of warrants and rights issued price per warrant | $ 1.50 | ||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 10,000,000 | ||||||||||||||||||||
Common Class F | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock, outstanding (in shares) | 5,000,000 | 5,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||
Common Class F | Over-Allotment Option | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, outstanding (in shares) | 1,250,000 | ||||||||||||||||||||
Common Class A | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock, outstanding (in shares) | 7,948,405 | 7,948,405 | 7,948,405 | 0 | |||||||||||||||||
Common Class A | Private Placement Warrants | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Shares issuable per warrant | 1 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 11.50 | ||||||||||||||||||||
Founder shares | Common Class F | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||||||||||||
Sponsor | Share Price More Than Or Equals To USD Twelve | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Share transfer trigger price per share | $ 12 | $ 12 | |||||||||||||||||||
Number of consecutive trading days for determining share price | 20 days | 20 days | |||||||||||||||||||
Number of trading days for determining share price | 30 days | 30 days | |||||||||||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | 150 days | |||||||||||||||||||
Sponsor | Office Space Administrative And Support Services | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Related party transaction, amounts of transaction | $ 7,000 | $ 7,000 | |||||||||||||||||||
Sponsor | Private Placement Warrants | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Class of warrants and rights issued during the period | 4,666,667 | ||||||||||||||||||||
Sponsor | Common Class F | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock dividend per share | $ 0.15942029 | ||||||||||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | |||||||||||||||||||
Shares forfeited (in shares) | 5,000,000 | ||||||||||||||||||||
Sponsor | Common Class F | Over-Allotment Option | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, outstanding (in shares) | 1,250,000 | 1,250,000 | |||||||||||||||||||
Sponsor | Founder shares | Common Class F | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | ||||||||||||||||||||
Stock issued during period, shares, issued for services | 8,625,000 | 431,250 | |||||||||||||||||||
Stock transferred during the period, shares | 40,000 | 431,250 | |||||||||||||||||||
Common stock, outstanding (in shares) | 10,000,000 | ||||||||||||||||||||
RBC Capital Markets LLC | Private Placement Warrants | TLG Acquisition One Corp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Class of warrants and rights issued during the period | 2,000,000 |
S-4 Commitments and Contingen_2
S-4 Commitments and Contingencies - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||
May 10, 2023 | Aug. 16, 2022 | Feb. 01, 2021 | Mar. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued for common stock (in shares) | 937,500 | |||||||
TLG Acquisition One Corp | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Underwriting discount paid per unit | $ 0.20 | |||||||
Payments for underwriting expense | $ 8,000,000 | |||||||
Deferred underwriting commission per unit | $ 0.35 | |||||||
Deferred underwriting commissions | $ 14,000,000 | $ 0 | $ 0 | $ 14,000,000 | $ 14,000,000 | |||
Deferred underwriting fee | $ 14,000,000 | |||||||
Waiver of deferred underwriting fee | 14,000,000 | |||||||
Offering costs allocated to public warrants | 858,200 | |||||||
Underwriter expenses | 255,000 | |||||||
Contingent fee | 1,620,000 | 1,620,000 | $ 949,000 | $ 0 | ||||
Percentage of Federal excise tax on stock buy back | 1% | |||||||
Inflation Reduction Act of 2022 | TLG Acquisition One Corp | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Percentage of Federal excise tax on stock buy back | 1% | |||||||
Common Class A | TLG Acquisition One Corp | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Waiver of share issuance costs | $ 13,141,800 | $ 13,141,800 | ||||||
Common Class A | Over-Allotment Option | TLG Acquisition One Corp | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Overallotment option | 45 days | |||||||
Shares issued for common stock (in shares) | 5,000,000 |
S-4 Class A Common Stock Subj_3
S-4 Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 shares | Dec. 31, 2022 shares $ / shares | Jun. 30, 2023 $ / shares shares | Jun. 07, 2023 $ / shares shares | Dec. 31, 2021 $ / shares shares | Aug. 05, 2021 $ / shares shares | |
Temporary Equity [Line Items] | ||||||
Common stock, authorized (in shares) | 4,600,000,000 | 3,600,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
TLG Acquisition One Corp | ||||||
Temporary Equity [Line Items] | ||||||
Mezzanine equity, shares outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 | |||
Common Class A | TLG Acquisition One Corp | ||||||
Temporary Equity [Line Items] | ||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | 1 | 1 | ||||
Mezzanine equity, shares outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 |
S-4 Class A Common Stock Subj_4
S-4 Class A Common Stock Subject to Possible Redemption - Summary of class A common stock subject to redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 01, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | |
Plus: | |||||||||
Preferred stock | $ 34,792,203 | $ 34,792,203 | $ 34,792,203 | $ 24,166,212 | $ 34,792,203 | $ 24,166,212 | $ 11,606,147 | ||
TLG Acquisition One Corp | |||||||||
Temporary Equity [Line Items] | |||||||||
Gross proceeds from Initial Public Offering | 0 | 400,000,000 | |||||||
Plus: | |||||||||
Preferred stock | 83,461,641 | 83,461,641 | 79,739,786 | 400,000,000 | |||||
Common Class A | TLG Acquisition One Corp | |||||||||
Less: | |||||||||
Offering costs allocated to Class A common stock subject to possible redemption | (21,284,250) | ||||||||
Plus: | |||||||||
Accretion on Class A common stock subject to possible redemption amount | (11,294,932) | $ (1,874,987) | (4,101,927) | (45,817,580) | |||||
Preferred stock | 83,461,641 | $ 81,614,773 | 83,461,641 | 79,739,786 | 400,000,000 | ||||
Waiver of share issuance costs | $ 13,141,800 | $ 13,141,800 | |||||||
Redemption of Class A common stock subject to possible redemption amount | $ (324,362,141) | ||||||||
IPO | TLG Acquisition One Corp | |||||||||
Temporary Equity [Line Items] | |||||||||
Gross proceeds from Initial Public Offering | 400,000,000 | ||||||||
Less: | |||||||||
Fair value of Public Warrants at issuance | $ (24,533,330) | ||||||||
IPO | Common Class A | TLG Acquisition One Corp | |||||||||
Temporary Equity [Line Items] | |||||||||
Gross proceeds from Initial Public Offering | $ 400,000,000 |
S-4 Stockholders' Deficit - Add
S-4 Stockholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | |||||||||||
Jan. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 07, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 05, 2021 | Feb. 01, 2021 | Jan. 27, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 4,600,000,000 | 3,600,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, issued (in shares) | 591,760,547 | 242,302,003 | 217,588,804 | |||||||||
Common stock, outstanding (in shares) | 591,760,547 | 242,302,003 | 217,588,804 | |||||||||
TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock par or stated value per share (USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock shares issued (in shares) | 0 | 0 | 0 | |||||||||
Preferred stock shares outstanding (in shares) | 0 | 0 | 0 | |||||||||
Mezzanine equity, shares outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 | |||||||||
Percentage of ownership held by initial shareholders | 20% | 20% | ||||||||||
Minimum percentage of outstanding shareholders approval required for amendment | 90% | 90% | ||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | ||||||||||
Common | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, outstanding (in shares) | 243,920,336 | 591,760,547 | 242,302,003 | 229,850,263 | 224,850,263 | 217,588,804 | 77,943,679 | |||||
Common Class A | TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, issued (in shares) | 7,948,405 | 7,948,405 | 0 | |||||||||
Common stock, outstanding (in shares) | 7,948,405 | 7,948,405 | 0 | |||||||||
Mezzanine equity, shares outstanding (in shares) | 7,948,405 | 7,948,405 | 40,000,000 | |||||||||
Common Class A | Common | TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, issued (in shares) | 7,948,405 | 40,000,000 | ||||||||||
Common stock, outstanding (in shares) | 7,948,405 | 40,000,000 | ||||||||||
Common Class F | TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, issued (in shares) | 5,000,000 | 10,000,000 | 10,000,000 | |||||||||
Common stock, outstanding (in shares) | 5,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Mezzanine equity, shares outstanding (in shares) | 1,250,000 | 1,250,000 | ||||||||||
Common Class F | Sponsor | TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | ||||||||||
Shares forfeited (in shares) | 5,000,000 | |||||||||||
Common Class F | Common | TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares forfeited (in shares) | 500 | |||||||||||
Common Class F | Over-Allotment Option | TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, outstanding (in shares) | 1,250,000 | |||||||||||
Common Class F | Over-Allotment Option | Sponsor | TLG Acquisition One Corp | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, outstanding (in shares) | 1,250,000 | 1,250,000 |
S-4 Warrants - Additional Infor
S-4 Warrants - Additional Information (Detail) - TLG Acquisition One Corp - $ / shares | 3 Months Ended | 12 Months Ended | |||
Feb. 01, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liability Disclosure [Line Items] | |||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | 30 days | ||
Number of consecutive trading days for determining share price | 10 days | ||||
Share Price Less Than Or Equals To USD Nine Point Two | |||||
Warrant Liability Disclosure [Line Items] | |||||
Share price (USD per share) | $ 9.20 | $ 9.20 | |||
Share Price Less Than Or Equals To USD Nine Point Two | Common | |||||
Warrant Liability Disclosure [Line Items] | |||||
Class of warrant or right, redemption price adjustment percentage | 115% | 115% | |||
Share Price More Than Or Equals To USD Eighteen | |||||
Warrant Liability Disclosure [Line Items] | |||||
Class of Warrants, Redemption Notice Period | 30 days | 30 days | |||
Share Price Less Than Or Equals To USD Eighteen | |||||
Warrant Liability Disclosure [Line Items] | |||||
Share price (USD per share) | $ 10 | $ 10 | |||
Class of Warrants, Redemption Price Per Unit | $ 0.10 | $ 0.10 | |||
Class of Warrants, Redemption Notice Period | 30 days | 30 days | |||
Number of consecutive trading days for determining share price | 10 days | ||||
Public Warrants | |||||
Warrant Liability Disclosure [Line Items] | |||||
Class of Warrant or Right, Outstanding | 13,333,333 | 13,333,333 | |||
Warrants Exercisable Term from the Date of Completion of business Combination | 30 days | 30 days | |||
Warrants Exercisable term from the Closing of IPO | 12 months | 12 months | |||
Minimum lock in period for SEC registration from date of business combination | 20 days | 20 days | |||
Minimum lock In period to become effective after the closing of the initial business combination | 60 days | 60 days | |||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |||
Public Warrants | Share Price More Than Or Equals To USD Eighteen | |||||
Warrant Liability Disclosure [Line Items] | |||||
Class of Warrants, Redemption Notice Period | 30 days | 30 days | |||
Private Placement Warrants | |||||
Warrant Liability Disclosure [Line Items] | |||||
Class of Warrant or Right, Outstanding | 6,666,667 | 6,666,667 | |||
Private Placement Warrants | Share Price More Than Or Equals To USD Eighteen | |||||
Warrant Liability Disclosure [Line Items] | |||||
Share price (USD per share) | $ 18 | $ 18 | |||
Class of Warrants, Redemption Price Per Unit | $ 0.01 | $ 0.01 | |||
Number of consecutive trading days for determining share price | 20 days | 20 days | |||
Number of trading days for determining share price | 30 days | 30 days |
S-4 Fair Value Measurements - S
S-4 Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring - TLG Acquisition One Corp - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) | Public Warrants | Derivative Financial Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrants | $ 0 | $ 533,330 | $ 6,933,330 |
Quoted Prices in Active Markets (Level 1) | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account - Money market fund | 400,023,684 | ||
Significant Other Observable Inputs (Level 2) | Public Warrants | Derivative Financial Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrants | 533,330 | 0 | |
Significant Other Observable Inputs (Level 2) | Private Placement Warrants | Derivative Financial Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrants | 266,670 | 266,670 | |
Significant Other Unobservable Inputs (Level 3) | Working capital loan - related party | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Working Capital Loan - related party | $ 5,408,857 | $ 2,330,370 | 920,000 |
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants | Derivative Financial Instruments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrants | $ 3,666,670 |
S-4 Fair Value Measurements - A
S-4 Fair Value Measurements - Additional Information (Detail) - TLG Acquisition One Corp - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Public Warrants | Quoted Prices in Active Markets (Level 1) | Derivative Financial Instruments | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrants | $ 0 | $ 533,330 | $ 6,933,330 |
Public Warrants | Significant Other Observable Inputs (Level 2) | Derivative Financial Instruments | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrants | 533,330 | 0 | |
TLGA Working Capital Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | $ 1,500,000 | |
Debt instrument, convertible, conversion price | $ 1.50 | $ 1.50 |
S-4 Fair Value Measurements -_2
S-4 Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) | Jun. 30, 2023 $ / shares yr | Dec. 31, 2022 yr $ / shares | Dec. 31, 2021 $ / shares yr |
Warrant price | TLG Acquisition One Corp | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument measurement input | 0.04 | 0.04 | |
Working Capital Loan: | |||
Working capital loan | 0.04 | 0.55 | |
Exercise price [Member] | TLG Acquisition One Corp | |||
Derivative Warrant Liabilities: | |||
Warrants, measurement input | 11.50 | ||
Stock price [Member] | TLG Acquisition One Corp | |||
Derivative Warrant Liabilities: | |||
Warrants, measurement input | 9.73 | ||
Probability of Business Combination | TLG Acquisition One Corp | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument measurement input | 0.8000 | 0.8000 | |
Working Capital Loan: | |||
Working capital loan | 0.8000 | 1 | |
Term | |||
Derivative Warrant Liabilities: | |||
Warrants, measurement input | 2 | 2 | |
Term | TLG Acquisition One Corp | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument measurement input | yr | 0.25 | 0.25 | |
Derivative Warrant Liabilities: | |||
Warrants, measurement input | yr | 5 | ||
Working Capital Loan: | |||
Working capital loan | yr | 0.25 | 1 | |
Volatility | TLG Acquisition One Corp | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument measurement input | 0.0001 | 0.0001 | |
Derivative Warrant Liabilities: | |||
Warrants, measurement input | 0.105 | ||
Working Capital Loan: | |||
Working capital loan | 0.0001 | 0.0900 | |
Risk-free interest rate | |||
Derivative Warrant Liabilities: | |||
Warrants, measurement input | 0.029 | 0.007 | |
Risk-free interest rate | TLG Acquisition One Corp | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument measurement input | 0.0352 | 0.0399 | |
Derivative Warrant Liabilities: | |||
Warrants, measurement input | 0.0144 | ||
Working Capital Loan: | |||
Working capital loan | 0.0399 | 0.0137 | |
Discount rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument measurement input | 0.20 | ||
Discount rate | TLG Acquisition One Corp | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument measurement input | 0.1380 | 0.1576 | |
Working Capital Loan: | |||
Working capital loan | 0.1576 | 0.0796 |
S-4 Fair Value Measurements -_3
S-4 Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - TLG Acquisition One Corp - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Change in fair value of working capital loan - related party | $ (428,594) | $ 0 | $ (886,513) | $ 0 | $ (689,630) | $ 0 | ||
Fair Value, Inputs, Level 3 | Working capital loan - related party | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Level 3 - Instruments | 3,897,451 | $ 2,330,370 | 2,320,000 | $ 920,000 | 2,330,370 | 920,000 | 920,000 | 0 |
Issuance of Public and Private Placement Warrants | 0 | |||||||
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1 | 0 | 0 | 0 | |||||
Change in fair value of derivative warrant liabilities | 0 | |||||||
Borrowings of working capital loan - related party | 1,940,000 | 2,025,000 | 500,000 | 1,400,000 | 2,100,000 | 920,000 | ||
Change in fair value of working capital loan - related party | (428,594) | (457,919) | (689,630) | |||||
Level 3 - Instruments | $ 5,408,857 | 3,897,451 | 2,820,000 | 2,320,000 | 5,408,857 | 2,820,000 | 2,330,370 | 920,000 |
Fair Value, Inputs, Level 3 | Derivative Warrant Liabilities | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Level 3 - Instruments | $ 0 | 0 | 3,666,670 | $ 0 | 3,666,670 | 3,666,670 | 0 | |
Issuance of Public and Private Placement Warrants | 38,400,000 | |||||||
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1 | (3,666,670) | (3,666,670) | (24,533,330) | |||||
Change in fair value of derivative warrant liabilities | (10,200,000) | |||||||
Borrowings of working capital loan - related party | 0 | 0 | 0 | 0 | ||||
Change in fair value of working capital loan - related party | 0 | |||||||
Level 3 - Instruments | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,666,670 |
S-4 Income Taxes - Additional I
S-4 Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 12,569,933 | $ 6,918,939 | |
TLG Acquisition One Corp | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | 708,381 | 1,572,412 | |
Unrecognized tax benefits | 0 | 0 | $ 0 |
Unrecognized tax benefits accrued for the payment of interest and penalties | 0 | 0 | $ 0 |
Income tax expense | $ 1,100,000 | $ 0 |
S-4 Income Taxes - Summary of I
S-4 Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - TLG Acquisition One Corp - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ 1,055,679 | $ 0 |
State | 0 | 0 |
Deferred | ||
Federal | (348,546) | (1,572,412) |
State | 0 | 0 |
Valuation allowance | 348,546 | 1,572,412 |
Income Tax Provision | $ 1,055,679 | $ 0 |
S-4 Income Taxes - Schedule of
S-4 Income Taxes - Schedule of Net Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 10,291,943 | $ 6,079,301 |
Total deferred tax assets | 13,485,346 | 6,918,939 |
Valuation allowance | (12,569,933) | (6,918,939) |
TLG Acquisition One Corp | ||
Deferred tax assets: | ||
Start-up/Organization costs | 708,381 | 926,801 |
Net operating loss carryforwards | 0 | 645,611 |
Total deferred tax assets | 708,381 | 1,572,412 |
Valuation allowance | (708,381) | (1,572,412) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
S-4 Income Taxes - Schedule o_2
S-4 Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Effective Tax Rate Benefit (Detail) - TLG Acquisition One Corp | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Federal statutory rate | 21% | 21% |
Change in fair value of derivative warrant liabilities | (19.00%) | (28.00%) |
Transaction costs allocated to derivative warrant liabilities | 0% | 1.70% |
Merger costs | 5% | (3.40%) |
Change in valuation allowance | 3.20% | 8.80% |
Income Taxes Benefit | 10.20% | 0% |
S-4 Subsequent Events - Additio
S-4 Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Jul. 31, 2023 | Jul. 23, 2023 | Jan. 09, 2023 | Jul. 19, 2021 | Feb. 28, 2023 | Mar. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 26, 2023 | Feb. 24, 2023 | Jan. 31, 2023 | Jan. 30, 2023 | Mar. 15, 2022 | May 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued for common stock (in shares) | 937,500 | |||||||||||||||
Cash | $ 4,376,594 | $ 5,480,960 | $ 12,730,198 | |||||||||||||
Shares issued upon conversion (in shares) | 808,582,252 | |||||||||||||||
TLG Acquisition One Corp | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from related party debt | 3,965,000 | $ 1,900,000 | 2,100,000 | 920,000 | ||||||||||||
Cash | $ 476,904 | 105,457 | 19,750 | $ 48,491 | ||||||||||||
Amount deposited into trust account | $ 80,900,000 | |||||||||||||||
Working Capital Loan | TLG Acquisition One Corp | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Additional borrowings under working capital loans | 1,940,000 | $ 5,000,000 | $ 2,000,000 | |||||||||||||
Maximum borrowing capacity | 6,985,000 | |||||||||||||||
Remaining borrowing capacity | $ 3,015,000 | |||||||||||||||
Subsequent Event | TLG Acquisition One Corp | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Additional borrowings under working capital loans | $ 900,000 | |||||||||||||||
Amount deposited into trust account | $ 476,904 | $ 476,904 | ||||||||||||||
Subsequent Event | Common Class A | TLG Acquisition One Corp | Forward Purchase Agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued for common stock (in shares) | 251,194 | 3,534,492 | ||||||||||||||
Subsequent Event | Common Class F | TLG Acquisition One Corp | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares forfeited (in shares) | 5,000,000 | |||||||||||||||
Subsequent Event | Working Capital Loan | TLG Acquisition One Corp | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Additional borrowings under working capital loans | $ 217,000 | |||||||||||||||
Remaining borrowing capacity | $ 7,200,000 | |||||||||||||||
Subsequent Event | Additional Working Capital Loans | TLG Acquisition One Corp | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from related party debt | $ 500,000 | |||||||||||||||
Subsequent Event | Sponsor | TLG Acquisition One Corp | Conversion Of Working Capital Loans To Common Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued upon conversion (in shares) | 756,635 | |||||||||||||||
Subsequent Event | Sponsor | TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued upon conversion (in shares) | 378,318 | |||||||||||||||
Subsequent Event | Sponsor | TLG Acquisition One Corp | Conversion Of Working Capital Loans To Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants issued upon conversion (in shares) | 1,000,000 | |||||||||||||||
Subsequent Event | Sponsor | TLG Acquisition One Corp | Private Placement Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants cancelled during period (in shares) | 4,666,667 | |||||||||||||||
Subsequent Event | Sponsor | Common Class F | TLG Acquisition One Corp | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock cancelled during period (in shares) | 3,270,652 |
10-Q Organization and Descrip_2
10-Q Organization and Description of Business (Details) - USD ($) | 1 Months Ended | |||||
Jun. 23, 2023 | Jun. 08, 2023 | Jul. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Resale Agreement Counterparty [Line Items] | ||||||
Required conversion of loans payable | $ 10,130,000 | |||||
Reverse capitalization, principal amount of notes converted | 7,800,000 | |||||
Reverse capitalization, accrued and unpaid interest converted | 2,300,000 | |||||
Pre-close financing amount | 18,100,000 | $ 11,000,000 | ||||
Subsequent Event | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Pre-close financing amount | $ 7,100,000 | |||||
Electriq Microgrid Services LLC | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Subsidiary ownership (as a percent) | 80% | 80% | 80% | |||
SPAC Executive, Within 72 Hours | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Net proceeds from sale of equity securities | 3,000,000 | |||||
Third Parties, Within 72 Hours | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Net proceeds from sale of equity securities | 3,000,000 | |||||
SPAC Executive, Within 24 Hours | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Net proceeds from sale of equity securities | 4,500,000 | |||||
Third Parties, Within 24 Hours | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Net proceeds from sale of equity securities | 1,500,000 | |||||
SPAC Executive | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Net proceeds from sale of equity securities | 5,000,000 | |||||
Pre-close financing amount | $ 3,000,000 | $ 5,500,000 | $ 2,500,000 | |||
SPAC Executive | Subsequent Event | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Pre-close financing amount | 4,500,000 | |||||
Third Parties | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Net proceeds from sale of equity securities | $ 1,500,000 | |||||
Third Parties | Subsequent Event | ||||||
Resale Agreement Counterparty [Line Items] | ||||||
Pre-close financing amount | $ 2,600,000 |
10-Q Summary of Significant A_4
10-Q Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 13, 2023 customer | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||||
Accumulated deficit | $ 98,504,784 | $ 98,504,784 | $ 104,993,411 | $ 52,644,152 | |||
Working capital deficit | 25,861,351 | 25,861,351 | 59,761,147 | ||||
Reserve for inventory obsolescence and slow-moving items | 1,348,621 | 1,348,621 | 976,881 | 0 | |||
Write-off of inventory deposits | 2,657,281 | 2,657,281 | $ 0 | ||||
Product net revenue | $ 43,769 | $ 4,549,342 | $ 184,945 | 9,346,335 | $ 15,975,783 | 3,404,113 | |
Electriq Microgrid Services LLC | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Subsidiary ownership (as a percent) | 80% | 80% | 80% | ||||
EverBright, LLC | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Number of customers included in agreement, exclusive rights | customer | 8,000 | ||||||
Agreement termination notice period | 60 days | ||||||
EverBright, LLC | Minimum | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Minimal agreement term prior to option to terminate | 30 months | ||||||
Installed Energy Storage Solution | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Product net revenue | $ 4,658 | $ 287,222 | $ 27,185 | $ 327,782 | $ 464,392 | $ 248,764 |
10-Q Summary of Significant A_5
10-Q Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Securities (Details) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 2,942,378,422 | 2,675,008,958 | 2,567,973,230 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 127,414,568 | 175,383,887 | 136,293,365 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 238,920,875 | ||
Pre-2023 Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 2,576,042,979 | 2,180,734,856 | 2,099,942,360 |
10-Q Summary of Significant A_6
10-Q Summary of Significant Accounting Policies - Schedule of Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Weighted average number of common shares outstanding - basic (in shares) | 292,800,860 | 202,011,699 | 257,334,845 | 200,700,960 | 207,458,865 | 93,014,690 |
Stock options (in shares) | 106,085,533 | 109,746,272 | ||||
Common stock warrants (in shares) | 37,281,342 | 61,120,073 | ||||
Weighted average number of common shares outstanding - diluted (in shares) | 3,156,751,903 | 202,011,699 | 3,148,785,358 | 200,700,960 | 207,458,865 | 93,014,690 |
Series B Preferred Stock | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Convertible preferred stock (in shares) | 144,541,189 | 144,541,189 | ||||
Pre-2023 Convertible Preferred Stock | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Convertible preferred stock (in shares) | 2,576,042,979 | 2,576,042,979 |
10-Q Revenue - Schedule of Reve
10-Q Revenue - Schedule of Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Product net revenue | $ 43,769 | $ 4,549,342 | $ 184,945 | $ 9,346,335 | $ 15,975,783 | $ 3,404,113 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Product | Product | Product | Product | ||
Product | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Product net revenue | $ 15,975,783 | $ 3,024,113 |
10-Q Revenue - Narrative (Detai
10-Q Revenue - Narrative (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Gross accounts receivable from customers | $ 141,222 | $ 347,852 | $ 1,123,741 |
Contract liability, current | 80,164 | 192,012 | 404,240 |
Contract liability, noncurrent | $ 436,860 | $ 436,860 | $ 42,120 |
10-Q Revenue - Schedule of Cont
10-Q Revenue - Schedule of Contract Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Abstract] | ||||
Balance at beginning of period | $ 628,872 | $ 446,360 | $ 446,360 | $ 86,654 |
Billings | 73,097 | 9,520,180 | 16,158,295 | 3,792,319 |
Revenue recognized | (184,945) | (9,346,335) | (15,975,783) | (3,404,113) |
Balance at end of period | $ 517,024 | $ 620,205 | $ 628,872 | $ 446,360 |
10-Q Revenue - Schedule of Perf
10-Q Revenue - Schedule of Performance Obligations (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 517,024 | $ 628,872 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 203,200 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 77,772 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 245,092 | $ 231,512 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
10-Q Property and Equipment, _3
10-Q Property and Equipment, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 1,829,045 | $ 1,829,045 | $ 1,659,366 | $ 591,490 | ||
Less accumulated depreciation and amortization | (316,843) | (316,843) | (237,073) | (92,028) | ||
Property and equipment, net | 1,512,202 | 1,512,202 | 1,422,293 | 499,462 | ||
Depreciation and amortization | 40,460 | $ 41,533 | 80,816 | $ 87,908 | 179,843 | 85,250 |
Computer | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 12,321 | 12,321 | 12,321 | 14,953 | ||
Office equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 300,250 | 300,250 | 281,250 | 0 | ||
Machinery | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 562,106 | 562,106 | 523,050 | 50,910 | ||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 105,614 | 105,614 | 105,614 | 132,575 | ||
Property and equipment, net | 0 | |||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 848,754 | $ 848,754 | $ 737,131 | $ 393,052 |
10-Q Indebtedness - Convertible
10-Q Indebtedness - Convertible Notes Payable (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 08, 2023 USD ($) shares | Jun. 07, 2023 USD ($) | Mar. 30, 2023 USD ($) | Dec. 30, 2022 USD ($) | Dec. 23, 2022 USD ($) | Nov. 02, 2021 USD ($) | Jul. 19, 2021 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible note payable and SAFE notes | $ 3,500,000 | $ 0 | $ 5,000,000 | $ 25,206,788 | ||||||||||
Accrued interest | $ 297,499 | $ 297,499 | 297,499 | 1,961,477 | 0 | |||||||||
Shares issued upon conversion (in shares) | shares | 808,582,252 | |||||||||||||
Proceeds from pre-close financing and debt conversion | 21,100,000 | |||||||||||||
Pre-close financing amount | $ 18,100,000 | 11,000,000 | ||||||||||||
Repayments of notes payable | 3,584,989 | $ 822,743 | 1,856,175 | 0 | ||||||||||
Debt, amount converted or paid | 11,200,000 | 11,200,000 | 11,200,000 | |||||||||||
Securities Purchase Agreement with SPAC Executive | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible debt | 8,500,000 | 8,500,000 | 8,500,000 | |||||||||||
Securities Purchase Agreement with SPAC Executive | Notes Payable, Other Payables | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum financing amount | $ 8,500,000 | |||||||||||||
Proceeds from convertible note payable and SAFE notes | $ 3,500,000 | $ 5,000,000 | ||||||||||||
Interest rate (as a percent) | 14% | |||||||||||||
Debt instrument term | 24 months | |||||||||||||
Debt conversion price percentage | 0.95 | |||||||||||||
Conversion feature numerator | $ 275,000,000 | |||||||||||||
Convertible debt | $ 8,500,000 | |||||||||||||
Securities Purchase Agreement with SPAC Executive | Notes Payable, Other Payables | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion event, capital amount | $ 20,000,000 | |||||||||||||
Loan Payable 2021 | Loans Payable | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (as a percent) | 10% | |||||||||||||
Principal amount | $ 2,000,000 | |||||||||||||
Interest expense on short term borrowings | 33,472 | |||||||||||||
Installment payments | $ 178,775 | |||||||||||||
Short-term debt balance | $ 0 | 0 | $ 0 | $ 177,297 | $ 2,033,472 | |||||||||
Loans Payable June 2022 | Loans Payable | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (as a percent) | 2% | 2% | ||||||||||||
Debt instrument term | 12 months | |||||||||||||
Principal amount | $ 11,200,000 | $ 11,200,000 | ||||||||||||
Loans Payable June 2022 | Loans Payable | Payment after seven months | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Prepayment fee (as a percent) | 6% | 6% | ||||||||||||
Loans Payable June 2022 | Loans Payable | Related Party | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 5,100,000 | $ 5,100,000 | ||||||||||||
Notes Conversion Agreements | Notes Payable, Other Payables | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt principal amount | 7,800,000 | |||||||||||||
Accrued interest | $ 2,300,000 | |||||||||||||
Amount converted | $ 10,100,000 | |||||||||||||
Shares issued upon conversion (in shares) | shares | 166,585,379 | |||||||||||||
Loans Payable, Not Converted | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of notes payable | $ 3,400,000 |
10-Q Indebtedness - Schedule of
10-Q Indebtedness - Schedule of Maturities of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Balance of 2023 | $ 0 | |
2023 | 5,000,000 | $ 11,377,297 |
2024 | 3,500,000 | 5,000,000 |
Total loans and convertible note payable | $ 8,500,000 | $ 16,377,297 |
10-Q Indebtedness - SAFE Notes
10-Q Indebtedness - SAFE Notes (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 USD ($) yr | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) yr | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) yr | Nov. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | $ 27,260,256 | $ (22,097,809) | $ 25,786,225 | $ (26,958,428) | $ (31,729,718) | $ (21,943,239) | ||
Discount rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.20 | |||||||
SAFE Notes Issued May Through October 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 8,906,788 | |||||||
Fair value of debt | 14,670,000 | 14,670,000 | 22,750,000 | $ 12,938,000 | ||||
SAFE Notes Issued May Through October 2021 | Related Party | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 7,229,245 | |||||||
SAFE Notes Issued In November 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 16,300,000 | |||||||
Fair value of debt | 20,440,000 | 20,440,000 | 28,850,000 | $ 18,060,000 | ||||
SAFE Notes Issued In November 2021 | Related Party | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 15,000,000 | |||||||
TLG Acquisition One Corp | ||||||||
Debt Instrument [Line Items] | ||||||||
Estimated proceeds to existing stockholders | $ 275,000,000 | $ 275,000,000 | 495,000,000 | |||||
TLG Acquisition One Corp | Discount rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.1380 | 0.1380 | 0.1576 | |||||
TLG Acquisition One Corp | Term | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | yr | 0.25 | 0.25 | 0.25 | |||||
TLG Acquisition One Corp | Risk-free interest rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.0352 | 0.0352 | 0.0399 | |||||
TLG Acquisition One Corp | Volatility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.0001 | 0.0001 | 0.0001 | |||||
SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | $ 16,750,000 | $ 16,490,000 | (16,279,000) | $ (20,602,000) | $ (5,791,212) | |||
SAFE Notes | Term | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.8 | 0.8 | 0.3 | 1 | ||||
SAFE Notes | Term | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 2 | 2 | 2 | 2 | ||||
SAFE Notes | Risk-free interest rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.0481 | 0.0481 | 0.0436 | 0.0009 | ||||
SAFE Notes | Risk-free interest rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.0533 | 0.0533 | 0.0467 | 0.0073 | ||||
SAFE Notes | Volatility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 110 | |||||||
SAFE Notes | Volatility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.65 | 0.65 | 0.75 | |||||
SAFE Notes | Volatility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.75 | 0.75 | 0.85 | |||||
SAFE Notes | SAFE Notes Issued May Through October 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | $ 8,430,000 | (6,194,000) | $ 8,080,000 | (8,131,000) | $ (9,812,000) | $ (3,781,212) | ||
SAFE Notes | SAFE Notes Issued In November 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | $ 8,320,000 | $ (6,241,000) | $ 8,410,000 | $ (8,148,000) | $ (10,790,000) | $ (2,010,000) |
10-Q Accrued Expenses and Oth_3
10-Q Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||||
Warranty reserve | $ 620,437 | $ 832,283 | $ 893,792 | $ 1,029,862 | $ 1,042,015 |
Employee compensation and benefits | 1,626,512 | 629,773 | 666,269 | ||
Deferred revenue | 80,164 | 192,012 | 404,240 | ||
Accrued interest | 297,499 | 1,961,477 | 0 | ||
Lease liability | 590,764 | 347,131 | 0 | ||
Other accrued expenses and current liabilities | 2,359,728 | 2,210,660 | 712,582 | ||
Accrued expenses and other current liabilities | $ 5,575,104 | $ 6,173,336 | $ 2,812,953 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
10-Q Accrued Expenses and Oth_4
10-Q Accrued Expenses and Other Current Liabilities - Schedule of Warranty Reserves (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Balance at the beginning of period | $ 832,283 | $ 1,029,862 | $ 1,029,862 | $ 1,042,015 |
Provision for warranty expense | 3,421 | 187,499 | 320,535 | 383,613 |
Warranty costs paid | (215,267) | (323,569) | (518,114) | (395,766) |
Balance at end of period | $ 620,437 | $ 893,792 | $ 832,283 | $ 1,029,862 |
10-Q Commitment and Contingen_3
10-Q Commitment and Contingencies - Leases (Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2022 USD ($) renewal_option | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 24, 2023 USD ($) | Sep. 23, 2022 USD ($) | Jan. 19, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||
Number of renewal options | renewal_option | 5 | |||||||||
Renewal term | 1 year | 2 years | 5 years | |||||||
Lease term | 4 years | 39 months | 5 years | 5 years | ||||||
Total minimum payments | $ 1,700,000 | $ 4,217,871 | $ 4,217,871 | $ 3,502,273 | $ 1,100,000 | $ 800,000 | $ 1,400,000 | |||
Discount rate | 19% | 19% | 19% | 19% | ||||||
Weighted average remaining lease term | 3 years 7 months 6 days | 3 years 7 months 6 days | 4 years 2 months 12 days | |||||||
Right of use assets | $ 3,718,370 | $ 3,718,370 | $ 3,241,705 | $ 0 | ||||||
Lease liability | $ 590,764 | $ 590,764 | $ 347,131 | $ 0 | ||||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses | Accrued expenses | Accrued expenses | ||||||
Lease liability, noncurrent | $ 2,460,026 | $ 2,460,026 | $ 2,058,734 | |||||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities | |||||||
Lease cost | $ 349,406 | $ 157,467 | $ 669,846 | $ 314,012 | $ 717,502 | |||||
Cost of Sales | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Lease cost | 154,982 | 99,336 | 298,839 | 205,272 | 442,202 | |||||
General and Administrative Expense | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Lease cost | $ 194,424 | $ 58,131 | $ 371,007 | $ 108,740 | $ 275,299 |
10-Q Commitment and Contingen_4
10-Q Commitment and Contingencies - Schedule of Lease Payments (Details) - USD ($) | Jun. 30, 2023 | May 24, 2023 | Dec. 31, 2022 | Sep. 23, 2022 | Jan. 19, 2022 | Jan. 01, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Balance of 2023 | $ 493,741 | |||||
2024 | 1,246,533 | $ 769,250 | ||||
2025 | 1,285,664 | 896,790 | ||||
2026 | 771,571 | 923,680 | ||||
2027 | 420,362 | 492,191 | ||||
Total minimum payments | 4,217,871 | $ 1,100,000 | 3,502,273 | $ 800,000 | $ 1,400,000 | $ 1,700,000 |
Less: amounts representing interest | 1,167,081 | 1,096,408 | ||||
Lease liability | $ 3,050,790 | $ 2,405,865 |
10-Q Commitment and Contingen_5
10-Q Commitment and Contingencies - Legal Claims (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Write-off of inventory deposits | $ 2,657,281 | $ 2,657,281 | $ 0 |
10-Q Cumulative Mandatorily R_2
10-Q Cumulative Mandatorily Redeemable Series B Preferred Stock (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | ||||
Jun. 08, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Mar. 06, 2023 | Jun. 30, 2023 | Jun. 07, 2023 | Dec. 31, 2022 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Shares issued for common stock (in shares) | 937,500 | ||||||
Pre-close financing amount | $ 18,100,000 | $ 11,000,000 | |||||
Dividend percentage | 15% | ||||||
Cumulative mandatorily redeemable Series B preferred stock liability | 6,913,306 | $ 6,913,306 | $ 6,913,306 | $ 0 | |||
Mandatorily Redeemable Preferred Stock | |||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Additional shares authorized for issuance | 410,000,000 | ||||||
Preferred stock shares authorized (in shares) | 3,340,121,789 | ||||||
Preferred stock par or stated value per share (USD per share) | $ 0.0001 | ||||||
Loans payable converted | $ 10,100,000 | ||||||
Shares issued for common stock (in shares) | 66,644,737 | 72,368,420 | |||||
Dividend percentage | 15% | ||||||
Issuance price (in dollars per share) | $ 0.07601 | ||||||
Original fair value of preferred stock | 6,786,202 | $ 6,786,202 | 6,786,202 | ||||
Initial discount for lack of marketability | $ 3,778,798 | $ 3,778,798 | 3,778,798 | ||||
Interest expense | 127,104 | ||||||
Preferred stock dividends | 81,146 | ||||||
Accretion discount | $ 45,958 |
10-Q - Mezzanine Equity (Detail
10-Q - Mezzanine Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Aug. 05, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||||||||
Preferred stock, par value (USD per share) | $ 0.001 | |||||||
Preferred stock, shares authorized (in shares) | 2,930,121,789 | |||||||
Proceeds from conversion of warrants for preferred stock | $ 0 | $ 693,000 | $ 693,000 | $ 4,506,998 | ||||
Warrants exercised | 9,932,991 | 4,802,776 | ||||||
Shares issued in connection with warrant exercises | $ 10,625,991 | 10,625,991 | 10,625,991 | 10,625,991 | 9,309,775 | |||
Mezzanine equity, historical cost | $ 34,792,203 | 34,792,203 | $ 34,792,203 | 34,792,203 | $ 24,166,212 | $ 24,166,212 | $ 11,606,147 | |
Temporary equity, fair value | $ 161,947,417 | $ 304,205,838 | ||||||
Seed Preferred | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 2,121,539,537 | |||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | 80,792,496 | 80,792,496 | 307,625,953 | ||||
Proceeds from conversion of warrants for preferred stock | $ 693,000 | $ 693,000 | $ 693,000 | $ 4,506,998 | ||||
Warrants exercised | 9,932,991 | 9,932,991 | ||||||
Shares issued in connection with warrant exercises | $ 10,625,991 | $ 10,625,991 | $ 80,792 | $ 307,626 | ||||
Mezzanine equity, shares issued (in shares) | 1,372,152,604 | 1,372,152,604 | 1,291,360,108 | |||||
Mezzanine equity, shares outstanding (in shares) | 1,372,152,604 | 1,372,152,604 | 1,291,360,108 | 983,734,155 | ||||
Mezzanine equity, historical cost | $ 1,372,152 | $ 1,291,360 | $ 983,734 | |||||
Seed-1 Preferred | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 210,977,985 | |||||||
Shares issued in connection with warrant exercises (in shares) | 210,977,985 | |||||||
Mezzanine equity, shares issued (in shares) | 210,977,985 | 210,977,985 | 210,977,985 | |||||
Mezzanine equity, shares outstanding (in shares) | 210,977,985 | 210,977,985 | 210,977,985 | 0 | ||||
Mezzanine equity, historical cost | $ 210,978 | $ 210,978 | $ 0 | |||||
Seed-2 Preferred | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 597,604,267 | |||||||
Mezzanine equity, shares issued (in shares) | 597,604,267 | 597,604,267 | ||||||
Mezzanine equity, shares outstanding (in shares) | 597,604,267 | 597,604,267 | 597,604,267 | 0 | ||||
Mezzanine equity, historical cost | $ 597,604 | $ 597,604 | $ 0 |
10-Q - Mezzanine Equity - Divid
10-Q - Mezzanine Equity - Dividends (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||||
Dividend percentage | 8% | 8% | ||||
Dividends | $ 1,744,075 | $ 1,374,684 | ||||
Accumulated dividends | 4,666,663 | $ 2,922,588 | ||||
IPO | ||||||
Temporary Equity [Line Items] | ||||||
Minimum consideration for dividend payment | $ 100,000,000 | 100,000,000 | ||||
Pre-2023 Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Dividends | $ 473,499 | $ 423,507 | 932,949 | $ 831,439 | ||
Accumulated dividends | $ 5,599,612 | $ 5,599,612 | $ 4,666,663 | |||
Seed Preferred | ||||||
Temporary Equity [Line Items] | ||||||
Dividend rate (in dollars per share) | $ 0.0117 | |||||
Dividend rate, after conversion (in dollars per share) | 0.0091 | |||||
Antidilutive effect (in dollars per share) | 1.288 | |||||
Seed-1 Preferred | ||||||
Temporary Equity [Line Items] | ||||||
Dividend rate (in dollars per share) | 0.0023 | |||||
Seed-2 Preferred | ||||||
Temporary Equity [Line Items] | ||||||
Dividend rate (in dollars per share) | $ 0.0046 |
10-Q - Mezzanine Equity - Manda
10-Q - Mezzanine Equity - Mandatory Conversion (Details) - IPO - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Mandatory conversion, price per share (in dollars per share) | $ 0.10 | $ 0.10 |
Minimum consideration received on transaction to require mandatory conversion | $ 100,000,000 | $ 100,000,000 |
10-Q - Mezzanine Equity - Liqui
10-Q - Mezzanine Equity - Liquidation Event (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Temporary Equity [Line Items] | ||
Common stock liquidation preference per share (in dollars per share) | $ 0.0117 | |
Pre-2023 Preferred Stock | ||
Temporary Equity [Line Items] | ||
Liquidation preference | $ 24,931,819 | $ 23,998,869 |
Common stock liquidation preference per share (in dollars per share) | $ 0.0117 | |
Seed Preferred | ||
Temporary Equity [Line Items] | ||
Liquidation preference | $ 21,156,225 | 20,364,558 |
Seed-1 Preferred | ||
Temporary Equity [Line Items] | ||
Liquidation preference | 566,473 | 545,276 |
Seed-2 Preferred | ||
Temporary Equity [Line Items] | ||
Liquidation preference | $ 3,209,121 | $ 3,089,035 |
10-Q Stockholders' Deficit - Co
10-Q Stockholders' Deficit - Common Stock (Narrative) (Details) - USD ($) | 1 Months Ended | |||
Jun. 08, 2023 | Jun. 30, 2023 | Jun. 07, 2023 | Aug. 05, 2021 | |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized (in shares) | 4,600,000,000 | 3,600,000,000 | ||
Required conversion of loans payable | $ 10,130,000 | |||
Pre-close financing amount | $ 18,100,000 | $ 11,000,000 | ||
Common | ||||
Class of Stock [Line Items] | ||||
Debt conversion, stock issued | 166,585,379 | 180,892,332 | ||
Incentive Common Stock | ||||
Class of Stock [Line Items] | ||||
Debt conversion, stock issued | 33,317,076 | 36,178,466 |
10-Q Stockholders' Deficit - St
10-Q Stockholders' Deficit - Stock Options (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 40 Months Ended | 87 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 12, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options granted (in shares) | 5,500,000 | 11,750,000 | 78,056,991 | 150,624,337 | 414,884,688 | 409,184,688 | |||
Shares forfeited or expired to date (in shares) | 55,711,814 | 51,899,314 | |||||||
Average value of shares granted (in dollars per share) | $ 0.0577 | $ 0.0465 | $ 0.0808 | $ 0.0386 | |||||
Stock options exercised but not yet vested (in shares) | 18,261,146 | 18,261,146 | 18,261,146 | ||||||
Unvested exercised options at initial exercise price | $ 107,038 | $ 107,038 | $ 137,887 | $ 107,038 | $ 137,887 | ||||
Number of unvested shares (in shares) | 53,696,879 | 53,696,879 | 105,636,923 | 70,615,428 | 53,696,879 | 105,636,923 | |||
Unvested shares, weighted average grant price (in dollars per share) | $ 0.0555 | $ 0.0555 | $ 0.0656 | $ 0.0226 | $ 0.0555 | $ 0.0656 | |||
Stock-based compensation expense | $ 1,280,436 | $ 339,821 | $ 2,796,252 | $ 477,828 | $ 2,300,619 | $ 4,430,508 | |||
Remaining stock-based compensation expense related to unvested option grants | 2,537,832 | $ 2,537,832 | $ 2,537,832 | ||||||
Nonvested award, cost not yet recognized, period for recognition | 2 years 8 months 12 days | 1 year 10 months 24 days | |||||||
Aggregate intrinsic value of options outstanding | 7,341,670 | $ 7,341,670 | $ 14,319,711 | 5,052,057 | 7,341,670 | $ 14,319,711 | |||
Aggregate intrinsic value of stock options exercisable | $ 5,925,539 | 5,925,539 | 6,662,522 | 2,824,923 | $ 5,925,539 | $ 6,662,522 | |||
Total intrinsic value of stock options exercised | $ 162,188 | $ 1,823,042 | 4,442,539 | ||||||
Noncontrolling Shareholder, Chief Executive Officer (CEO) | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
CEO ownership percentage | 6% | 6% | 6% | 6% | 6% | ||||
Stock options | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized to be issued (in shares) | 360,917,134 | ||||||||
Stock plan termination period | 10 years | 10 years | |||||||
Shares available for grant under plan (in shares) | 4,223,848 | 4,223,848 | 5,911,348 | 4,223,848 | 5,911,348 | ||||
Value of shares granted | $ 317,270 | $ 547,333 | $ 6,307,463 | $ 5,820,971 | |||||
Vesting period of options | 4 years | 4 years |
10-Q Stockholders' Deficit - Sc
10-Q Stockholders' Deficit - Schedule of Assumptions (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Risk-free interest rate, minimum (as a percent) | 3.53% | 1.62% | 1.43% | 0.66% |
Risk-free interest rate, maximum (as a percent) | 4.27% | 2.93% | 4.08% | 1.26% |
Expected term (years) | 6 years 3 months | 6 years 3 months | 6 years 3 months | |
Expected volatility, minimum (as a percent) | 71.52% | 71.65% | ||
Expected volatility, maximum (as a percent) | 71.65% | 73.53% | ||
Expected volatility (as a percent) | 73.03% | 73.03% | ||
Expected dividends | 0% | 0% | 0% | 0% |
10-Q Stockholders' Deficit - _2
10-Q Stockholders' Deficit - Schedule of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | 40 Months Ended | 87 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | |
Number of Options | |||||||
Outstanding at December 31, 2022 (in shares) | 151,869,616 | 117,161,070 | 117,161,070 | 117,281,148 | |||
Grants (in shares) | 5,500,000 | 11,750,000 | 78,056,991 | 150,624,337 | 414,884,688 | 409,184,688 | |
Exercised (in shares) | (1,980,833) | (24,713,199) | (140,067,000) | ||||
Forfeited (in shares) | (3,812,500) | (14,143,750) | (10,677,415) | ||||
Outstanding at June 30, 2023 (in shares) | 151,576,283 | 151,869,616 | 117,161,070 | 117,281,148 | 151,576,283 | 151,869,616 | |
Weighted Average Exercise Price | |||||||
Outstanding outstanding, Weighted average exercise price per share - beginning balance (in dollars per share) | $ 0.0064 | $ 0.0054 | $ 0.0054 | $ 0.0039 | |||
Options granted, Weighted average exercise price per share (in dollars per share) | 0.0700 | 0.0073 | 0.0060 | ||||
Options exercised, Weighted average exercise price per share (in dollars per share) | 0.0062 | 0.0054 | 0.0048 | ||||
Options forfeited, Weighted average exercise price per share (in dollars per share) | 0.0061 | 0.0031 | 0.0046 | ||||
Outstanding outstanding, Weighted average exercise price per share - ending balance (in dollars per share) | $ 0.0087 | $ 0.0064 | $ 0.0054 | $ 0.0039 | $ 0.0087 | $ 0.0064 | |
Weighted Average Remaining Contractual Term (years) | |||||||
Options outstanding, Weighted average remaining contractual term | 8 years 4 months 24 days | 8 years 9 months 18 days | 9 years 2 months 12 days | 9 years 1 month 6 days | |||
Options granted, weighted average remaining contractual term | 10 years | 10 years | 10 years | ||||
Options exercised, weighted average remaining contractual term | 9 years | 8 years 8 months 12 days | 8 years 10 months 24 days | ||||
Options forfeited, weighted average remaining contractual term | 8 years 8 months 12 days | 8 years 7 months 6 days | 8 years 10 months 24 days |
10-Q Stockholders' Deficit - _3
10-Q Stockholders' Deficit - Schedule of Stock Options Information (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, number of options (in shares) | 151,576,283 | 151,869,616 | 117,161,070 |
Options outstanding, weighted average remaining life | 8 years | 8 years 9 months 18 days | 9 years 2 months 12 days |
Options exercisable, number of options (in shares) | 116,140,550 | 70,046,964 | 65,677,937 |
Options exercisable, weighted average remaining life | 8 years 2 months 12 days | 8 years 2 months 12 days | 9 years 2 months 12 days |
$0.001 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.0001 | $ 0.001 | $ 0.0001 |
Options outstanding, number of options (in shares) | 1,200,000 | 1,200,000 | 1,511,459 |
Options outstanding, weighted average remaining life | 3 years 6 months | 4 years | 5 years 1 month 6 days |
Options exercisable, number of options (in shares) | 1,200,000 | 1,200,000 | 1,511,459 |
Options exercisable, weighted average remaining life | 3 years 6 months | 4 years | 5 years 1 month 6 days |
$0.004 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.004 | $ 0.004 | $ 0.004 |
Options outstanding, number of options (in shares) | 15,872,586 | 15,872,586 | 29,134,572 |
Options outstanding, weighted average remaining life | 6 years 10 months 24 days | 7 years 4 months 24 days | 8 years 4 months 24 days |
Options exercisable, number of options (in shares) | 12,902,759 | 11,902,759 | 11,096,531 |
Options exercisable, weighted average remaining life | 6 years 9 months 18 days | 7 years 3 months 18 days | 8 years 4 months 24 days |
$0.006 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.006 | $ 0.006 | $ 0.006 |
Options outstanding, number of options (in shares) | 68,846,706 | 73,840,039 | 86,515,039 |
Options outstanding, weighted average remaining life | 8 years | 8 years 6 months | 9 years 6 months |
Options exercisable, number of options (in shares) | 58,919,621 | 56,944,205 | 53,069,947 |
Options exercisable, weighted average remaining life | 7 years 10 months 24 days | 8 years 4 months 24 days | 9 years 6 months |
$0.0071 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.0071 | $ 0.0071 | |
Options outstanding, number of options (in shares) | 59,656,991 | 60,456,991 | |
Options outstanding, weighted average remaining life | 9 years 2 months 12 days | 9 years 8 months 12 days | |
Options exercisable, number of options (in shares) | 43,118,170 | 0 | |
Options exercisable, weighted average remaining life | 9 years 2 months 12 days | ||
$0.07 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.07 | $ 0.07 | |
Options outstanding, number of options (in shares) | 6,000,000 | 500,000 | |
Options outstanding, weighted average remaining life | 9 years 9 months 18 days | 10 years | |
Options exercisable, number of options (in shares) | 0 | 0 |
10-Q Warrants - Schedule of War
10-Q Warrants - Schedule of Warrant Valuation (Details) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Term | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 2 | 2 | |
Risk-free interest rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.029 | 0.007 | |
Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 1.10 | 1.10 | |
Minimum | Term | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.08 | 0.3 | |
Minimum | Risk-free interest rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.048 | 0.044 | |
Minimum | Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.65 | 0.75 | |
Maximum | Term | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 2 | 2 | |
Maximum | Risk-free interest rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.052 | 0.047 | |
Maximum | Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.75 | 0.85 |
10-Q Warrants - Narrative (Deta
10-Q Warrants - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Common stock issued from warrant conversion | 371,468,806 | 371,468,806 | 80,792,496 | 905,094 | ||
Common | ||||||
Class of Warrant or Right [Line Items] | ||||||
Life of warrants | 2 years | |||||
Fair value of warrants | $ 4,818,186 | $ 4,818,186 | $ 14,114,411 | |||
Unrealized fair value adjustments | $ 10,510,256 | $ 6,739,675 | 9,296,225 | $ 7,163,583 | ||
Common | Updated IPO Scenario | ||||||
Class of Warrant or Right [Line Items] | ||||||
Proceeds from warrants | 275,000,000 | |||||
Common | Prior IPO Scenario | ||||||
Class of Warrant or Right [Line Items] | ||||||
Proceeds from warrants | $ 495,000,000 | |||||
Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Life of warrants | 3 years | 3 years | ||||
Common stock issued from warrant conversion | 80,792,496 | 80,792,496 | ||||
Unrealized fair value adjustments | $ 0 | $ 2,923,134 | $ 0 | $ 3,515,845 |
10-Q Fair Value (Details)
10-Q Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 65,714,411 | $ 43,917,684 | $ 43,917,684 | $ 1,570,433 | ||
Changes in fair value included in operations | $ (27,260,256) | $ 22,097,809 | (25,786,225) | 26,958,428 | 31,729,718 | 21,943,239 |
Warrants exercised | (9,932,991) | |||||
Ending balance | 39,928,186 | 60,943,121 | 39,928,186 | 60,943,121 | 65,714,411 | 43,917,684 |
Warrant | Common Stock Warrant | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 14,114,411 | 6,502,538 | 6,502,538 | 0 | ||
Changes in fair value included in operations | (9,296,225) | 7,163,583 | 7,611,873 | 6,502,538 | ||
Warrants exercised | 0 | |||||
Ending balance | 4,818,186 | 13,666,121 | 4,818,186 | 13,666,121 | 14,114,411 | 6,502,538 |
Warrant | Preferred stock warrants | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | 6,417,146 | 6,417,146 | 1,570,433 | ||
Changes in fair value included in operations | 3,515,845 | 3,515,845 | 9,649,489 | |||
Warrants exercised | (9,932,991) | |||||
Ending balance | 0 | 0 | 0 | 6,417,146 | ||
SAFE Notes | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 51,600,000 | 30,998,000 | 30,998,000 | 0 | ||
Changes in fair value included in operations | (16,750,000) | (16,490,000) | 16,279,000 | 20,602,000 | 5,791,212 | |
Warrants exercised | 0 | |||||
Ending balance | $ 35,110,000 | $ 47,277,000 | $ 35,110,000 | $ 47,277,000 | $ 51,600,000 | $ 30,998,000 |
10-Q Subsequent Events (Details
10-Q Subsequent Events (Details) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2023 shares | Jul. 23, 2023 USD ($) $ / shares shares | Jul. 13, 2023 USD ($) | Jul. 13, 2023 USD ($) | Jul. 12, 2023 USD ($) multiple | Jun. 23, 2023 USD ($) | Jun. 08, 2023 USD ($) | Jul. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Aug. 28, 2023 USD ($) shares | Jun. 30, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Subsequent Event [Line Items] | ||||||||||||||
Exercised (in shares) | shares | 1,980,833 | 24,713,199 | 140,067,000 | |||||||||||
Pre-close financing amount | $ 18,100,000 | $ 11,000,000 | ||||||||||||
SPAC Executive | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Pre-close financing amount | $ 3,000,000 | $ 5,500,000 | $ 2,500,000 | |||||||||||
Seller | Forecast | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 6.67 | |||||||||||||
Sale of stock, period | 6 months | |||||||||||||
Maximum value available for sale as a percentage of the Prepayment Shortfall amount | 100% | |||||||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock issued from exercises, value | $ 38,548 | |||||||||||||
Exercised (in shares) | shares | 5,775,000 | |||||||||||||
Pre-close financing amount | $ 7,100,000 | |||||||||||||
Pre-Close Financings amount received | $ 6,100,000 | $ 7,100,000 | $ 1,000,000 | |||||||||||
Subsequent Event | SPAC Executive | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Pre-close financing amount | $ 4,500,000 | |||||||||||||
Pre-Close Financings amount received | 4,500,000 | |||||||||||||
Subsequent Event | Other Investors | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Pre-Close Financings amount received | $ 2,600,000 | |||||||||||||
Subsequent Event | Seller | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of shares issued in transaction (in shares) | shares | 251,194 | 3,534,492 | ||||||||||||
Prepayment Shortfall amount | $ 3,000,000 | |||||||||||||
Prepayment Shortfall amount, number of days following closing | 1 day | |||||||||||||
Subsequent Event | Common Class A | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Exchange ratio multiple for number of shares received | multiple | 1 | |||||||||||||
Subsequent Event | Series B Preferred Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Exchange ratio multiple for number of shares received | multiple | 1 |
10-K Organization and Descrip_2
10-K Organization and Description of Business (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Electriq Microgrid Services LLC | ||
Resale Agreement Counterparty [Line Items] | ||
Subsidiary ownership (as a percent) | 80% | 80% |
10-K Summary of Significant A_4
10-K Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) MWh | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) lease segment | Dec. 31, 2021 USD ($) segment | |
Disaggregation of Revenue [Line Items] | ||||||
Accumulated deficit | $ 98,504,784 | $ 98,504,784 | $ 104,993,411 | $ 52,644,152 | ||
Working capital deficit | 25,861,351 | 25,861,351 | $ 59,761,147 | |||
Number of segments | segment | 1 | 1 | ||||
Allowance for doubtful accounts | 11,642 | 11,642 | $ 30,429 | $ 206,124 | ||
Net credit in provision | 15,806 | |||||
Receivable write off | 159,889 | |||||
Reserve for inventory obsolescence and slow-moving items | 1,348,621 | 1,348,621 | 976,881 | 0 | ||
Product net revenue | 43,769 | $ 4,549,342 | 184,945 | $ 9,346,335 | 15,975,783 | 3,404,113 |
General and administrative | 4,709,435 | 2,519,918 | $ 9,428,570 | 4,349,421 | 11,828,573 | 9,329,258 |
Advertising expense | $ 1,015,128 | 388,902 | ||||
Product warranty term | 10 years | |||||
Minimum megawatt hour (MWh) for product warranty | MWh | 7.52 | |||||
Number of leases commenced | lease | 3 | |||||
Right of use assets | 3,718,370 | $ 3,718,370 | $ 3,241,705 | 0 | ||
Lease liability, current | 590,764 | 590,764 | 347,131 | 0 | ||
Lease liability, noncurrent | $ 2,460,026 | $ 2,460,026 | $ 2,058,734 | |||
Electriq Microgrid Services LLC | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Subsidiary ownership (as a percent) | 80% | 80% | 80% | |||
Bill-and-Hold Arrangements | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Product net revenue | $ 1,151,760 | |||||
Installed Energy Storage Solution | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Product net revenue | $ 4,658 | $ 287,222 | $ 27,185 | $ 327,782 | 464,392 | 248,764 |
Shipping and Handling | ||||||
Disaggregation of Revenue [Line Items] | ||||||
General and administrative | $ 31,307 | $ 81,012 |
10-K Summary of Significant A_5
10-K Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 30% | 61% |
Accounts Receivable | Customer 2 | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 27% | 12% |
Accounts Receivable | Customer 3 | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 20% | 11% |
Revenue from Contract with Customer Benchmark | Customer 1 | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 87% | 56% |
Revenue from Contract with Customer Benchmark | Customer 2 | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 13% |
10-K Summary of Significant A_6
10-K Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2022 |
Computer | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Machinery | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
10-K Summary of Significant A_7
10-K Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Securities (Details) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 2,942,378,422 | 2,675,008,958 | 2,567,973,230 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 127,414,568 | 175,383,887 | 136,293,365 |
Convertible debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 40,813,709 | 0 | |
Preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 0 | 80,302,455 | |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 278,076,506 | 251,435,050 | |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 2,576,042,979 | 2,180,734,856 | 2,099,942,360 |
10-K Revenue - Disaggregation o
10-K Revenue - Disaggregation of Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Product net revenue | $ 43,769 | $ 4,549,342 | $ 184,945 | $ 9,346,335 | $ 15,975,783 | $ 3,404,113 |
Product | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Product net revenue | 15,975,783 | 3,024,113 | ||||
Service | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Product net revenue | $ 0 | $ 380,000 |
10-K Revenue - Narrative (Detai
10-K Revenue - Narrative (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Gross accounts receivable from customers | $ 141,222 | $ 347,852 | $ 1,123,741 |
Contract liability, current | 80,164 | 192,012 | 404,240 |
Contract liability, noncurrent | $ 436,860 | $ 436,860 | $ 42,120 |
10-K Revenue - Schedule of Cont
10-K Revenue - Schedule of Contract Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Abstract] | ||||
Balance at beginning of period | $ 628,872 | $ 446,360 | $ 446,360 | $ 86,654 |
Billings | 73,097 | 9,520,180 | 16,158,295 | 3,792,319 |
Revenue recognized | (184,945) | (9,346,335) | (15,975,783) | (3,404,113) |
Refunds | 0 | (28,500) | ||
Balance at end of period | $ 517,024 | $ 620,205 | $ 628,872 | $ 446,360 |
10-K Revenue - Schedule of Perf
10-K Revenue - Schedule of Performance Obligations (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 517,024 | $ 628,872 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 203,200 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 77,772 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 48,540 | $ 48,540 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 245,092 | $ 231,512 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
10-K Property and Equipment, _3
10-K Property and Equipment, net - Summary (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,829,045 | $ 1,659,366 | $ 591,490 |
Less accumulated depreciation and amortization | (316,843) | (237,073) | (92,028) |
Property and equipment, net | 1,512,202 | 1,422,293 | 499,462 |
Computer | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 12,321 | 12,321 | 14,953 |
Office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 300,250 | 281,250 | 0 |
Machinery | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 562,106 | 523,050 | 50,910 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 105,614 | 105,614 | 132,575 |
Property and equipment, net | 0 | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 848,754 | $ 737,131 | $ 393,052 |
10-K Property and Equipment, _4
10-K Property and Equipment, net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization | $ 40,460 | $ 41,533 | $ 80,816 | $ 87,908 | $ 179,843 | $ 85,250 |
Leasehold improvements written off | 26,961 | |||||
Property and equipment, net | $ 1,512,202 | $ 1,512,202 | 1,422,293 | $ 499,462 | ||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation written off | 7,426 | |||||
Property and equipment, net | $ 0 |
10-K Indebtedness - Convertible
10-K Indebtedness - Convertible Notes Payable (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 30, 2023 USD ($) | Dec. 30, 2022 USD ($) | Dec. 23, 2022 USD ($) | Nov. 02, 2021 USD ($) | Jul. 19, 2021 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) conversion_feature | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Shares issued upon conversion (in shares) | shares | 808,582,252 | |||||||||||
Fair value of derivative liability | $ 804,000 | $ 0 | ||||||||||
Accrued interest | $ 297,499 | $ 1,961,477 | $ 0 | |||||||||
Proceeds from convertible note payable and SAFE notes | 3,500,000 | $ 0 | 5,000,000 | 25,206,788 | ||||||||
Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 2,822,500 | |||||||||||
Amount converted | 3,250,290 | |||||||||||
2019 Notes | Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 2,822,500 | $ 2,822,500 | ||||||||||
Interest rate (as a percent) | 8% | |||||||||||
Debt instrument term | 2 years | |||||||||||
Interest expense | 0 | 119,757 | ||||||||||
Amortization of discount (premium) | 0 | 234,500 | ||||||||||
Amount converted | 3,250,290 | |||||||||||
Debt liquidity event (as a percent) | 50% | |||||||||||
Number of embedded conversion features | conversion_feature | 2 | |||||||||||
Voluntary Conversion, sale of stock proceeds threshold | $ 4,000,000 | |||||||||||
Conversion price as a percentage of the price paid per share | 80% | |||||||||||
Conversion feature numerator | $ 20,000,000 | |||||||||||
Liquidity event, premium (as a percent) | 100% | |||||||||||
Accrued interest | $ 427,790 | |||||||||||
2019 Notes | Convertible Debt | Related Party | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 2,717,500 | |||||||||||
Securities Purchase Agreement with SPAC Executive | Notes Payable, Other Payables | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate (as a percent) | 14% | |||||||||||
Debt instrument term | 24 months | |||||||||||
Conversion feature numerator | $ 275,000,000 | |||||||||||
Maximum financing amount | 8,500,000 | |||||||||||
Potential funding of additional proceeds | $ 3,500,000 | |||||||||||
Debt conversion price percentage | 0.95 | |||||||||||
Proceeds from convertible note payable and SAFE notes | $ 3,500,000 | $ 5,000,000 | ||||||||||
Securities Purchase Agreement with SPAC Executive | Notes Payable, Other Payables | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion event, capital amount | $ 21,500,000 | |||||||||||
Loan Payable 2021 | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 2,000,000 | |||||||||||
Interest rate (as a percent) | 10% | |||||||||||
Interest expense on short term borrowings | 33,472 | |||||||||||
Installment payments | $ 178,775 | |||||||||||
Short-term debt balance | $ 0 | $ 177,297 | $ 2,033,472 | |||||||||
Loans Payable June 2022 | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 11,200,000 | $ 11,200,000 | ||||||||||
Interest rate (as a percent) | 2% | 2% | ||||||||||
Debt instrument term | 12 months | |||||||||||
Loans Payable June 2022 | Loans Payable | Related Party | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 5,100,000 | $ 5,100,000 | ||||||||||
Loans Payable June 2022 | Loans Payable | Payment prior to seven months | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment fee (as a percent) | 120% | 120% | ||||||||||
Loans Payable June 2022 | Loans Payable | Payment after seven months | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment fee (as a percent) | 6% | 6% |
10-K Indebtedness - Schedule of
10-K Indebtedness - Schedule of Maturities of Debt (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 5,000,000 | $ 11,377,297 |
2024 | 3,500,000 | 5,000,000 |
Total loans and convertible note payable | $ 8,500,000 | $ 16,377,297 |
10-K Indebtedness - SAFE Notes
10-K Indebtedness - SAFE Notes (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | $ (27,260,256) | $ 22,097,809 | $ (25,786,225) | $ 26,958,428 | $ 31,729,718 | $ 21,943,239 | ||
SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | (16,750,000) | (16,490,000) | 16,279,000 | 20,602,000 | 5,791,212 | |||
SAFE Notes Issued May Through October 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 8,906,788 | |||||||
Fair value of debt | 14,670,000 | 14,670,000 | 22,750,000 | 12,938,000 | ||||
SAFE Notes Issued May Through October 2021 | Related Party | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 7,229,245 | |||||||
SAFE Notes Issued May Through October 2021 | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | (8,430,000) | 6,194,000 | (8,080,000) | 8,131,000 | 9,812,000 | 3,781,212 | ||
SAFE Notes Issued In November 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 16,300,000 | |||||||
Fair value of debt | 20,440,000 | 20,440,000 | 28,850,000 | 18,060,000 | ||||
SAFE Notes Issued In November 2021 | Related Party | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 15,000,000 | |||||||
SAFE Notes Issued In November 2021 | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Changes in fair value included in operations | $ (8,320,000) | $ 6,241,000 | $ (8,410,000) | $ 8,148,000 | $ 10,790,000 | $ 2,010,000 | ||
Term | Minimum | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.8 | 0.8 | 0.3 | 1 | ||||
Term | Maximum | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 2 | 2 | 2 | 2 | ||||
Risk-free interest rate | Minimum | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.0481 | 0.0481 | 0.0436 | 0.0009 | ||||
Risk-free interest rate | Maximum | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.0533 | 0.0533 | 0.0467 | 0.0073 | ||||
Volatility | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 110 | |||||||
Volatility | Minimum | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.65 | 0.65 | 0.75 | |||||
Volatility | Maximum | SAFE Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.75 | 0.75 | 0.85 | |||||
Discount rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument measurement input | 0.20 |
10-K Indebtedness - SBA Loans (
10-K Indebtedness - SBA Loans (Details) - Small Business Administration Loan | Dec. 31, 2020 USD ($) |
Debt Instrument [Line Items] | |
Principal amount | $ 240,800 |
Interest rate (as a percent) | 1% |
10-K Accrued Expenses and Oth_3
10-K Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||||
Warranty reserve | $ 620,437 | $ 832,283 | $ 893,792 | $ 1,029,862 | $ 1,042,015 |
Employee compensation and benefits | 1,626,512 | 629,773 | 666,269 | ||
Deferred revenue | 80,164 | 192,012 | 404,240 | ||
Accrued interest | 297,499 | 1,961,477 | 0 | ||
Lease liability | 590,764 | 347,131 | 0 | ||
Other accrued expenses and current liabilities | 2,359,728 | 2,210,660 | 712,582 | ||
Accrued expenses and other current liabilities | $ 5,575,104 | $ 6,173,336 | $ 2,812,953 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
10-K Accrued Expenses and Oth_4
10-K Accrued Expenses and Other Current Liabilities - Schedule of Warranty Reserves (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Balance at the beginning of period | $ 832,283 | $ 1,029,862 | $ 1,029,862 | $ 1,042,015 |
Provision for warranty expense | 3,421 | 187,499 | 320,535 | 383,613 |
Warranty costs paid | (215,267) | (323,569) | (518,114) | (395,766) |
Balance at end of period | $ 620,437 | $ 893,792 | $ 832,283 | $ 1,029,862 |
10-K Commitment and Contingen_3
10-K Commitment and Contingencies - Leases (Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2022 USD ($) renewal_option | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 24, 2023 USD ($) | Sep. 23, 2022 USD ($) | Jan. 19, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||
Number of renewal options | renewal_option | 5 | |||||||||
Renewal term | 1 year | 2 years | 5 years | |||||||
Lease term | 4 years | 39 months | 5 years | 5 years | ||||||
Total minimum payments | $ 1,700,000 | $ 4,217,871 | $ 4,217,871 | $ 3,502,273 | $ 1,100,000 | $ 800,000 | $ 1,400,000 | |||
Discount rate | 19% | 19% | 19% | 19% | ||||||
Weighted average remaining lease term | 3 years 7 months 6 days | 3 years 7 months 6 days | 4 years 2 months 12 days | |||||||
Lease liability | $ 590,764 | $ 590,764 | $ 347,131 | $ 0 | ||||||
Lease liability, noncurrent | 2,460,026 | 2,460,026 | 2,058,734 | |||||||
Lease cost | $ 349,406 | $ 157,467 | $ 669,846 | $ 314,012 | $ 717,502 | |||||
Rent expense, Pre ASC 842 | $ 240,821 | |||||||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities | |||||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses | Accrued expenses | Accrued expenses | ||||||
Ware-house And Office Space | CALIFORNIA | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Number of renewal options | renewal_option | 5 | |||||||||
Renewal term | 1 year | |||||||||
Lease term | 4 years | |||||||||
Total minimum payments | $ 1,700,000 | |||||||||
Discount rate | 19% | |||||||||
Ware-house And Office Space | Oxnard, California | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Renewal term | 2 years | |||||||||
Lease term | 5 years | |||||||||
Total minimum payments | $ 800,000 | |||||||||
Office Space | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Renewal term | 5 years | |||||||||
Lease term | 5 years | |||||||||
Total minimum payments | $ 1,400,000 | |||||||||
Cost of Sales | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Lease cost | $ 154,982 | 99,336 | $ 298,839 | 205,272 | $ 442,202 | |||||
Rent expense, Pre ASC 842 | $ 108,989 | |||||||||
General and Administrative Expense | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Lease cost | $ 194,424 | $ 58,131 | $ 371,007 | $ 108,740 | $ 275,299 | |||||
Rent expense, Pre ASC 842 | $ 131,832 |
10-K Commitment and Contingen_4
10-K Commitment and Contingencies - Schedule of Lease Payments (Details) - USD ($) | Jun. 30, 2023 | May 24, 2023 | Dec. 31, 2022 | Sep. 23, 2022 | Jan. 19, 2022 | Jan. 01, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||||||
2023 | $ 1,246,533 | $ 769,250 | ||||
2024 | 1,285,664 | 896,790 | ||||
2025 | 771,571 | 923,680 | ||||
2026 | 420,362 | 492,191 | ||||
Thereafter | 420,362 | |||||
Total minimum payments | 4,217,871 | $ 1,100,000 | 3,502,273 | $ 800,000 | $ 1,400,000 | $ 1,700,000 |
Less: amounts representing interest | 1,167,081 | 1,096,408 | ||||
Lease liability | $ 3,050,790 | $ 2,405,865 |
10-K - Mezzanine Equity (Detail
10-K - Mezzanine Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jul. 19, 2021 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Aug. 05, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||||||||
Preferred stock, par value (USD per share) | $ 0.001 | ||||||||
Preferred stock, shares authorized (in shares) | 2,930,121,789 | ||||||||
Proceeds from conversion of warrants for preferred stock | $ 0 | $ 693,000 | $ 693,000 | $ 4,506,998 | |||||
Warrants exercised | 9,932,991 | 4,802,776 | |||||||
Shares issued in connection with warrant exercises | $ 10,625,991 | 10,625,991 | 10,625,991 | 10,625,991 | 9,309,775 | ||||
Shares issued upon conversion (in shares) | 808,582,252 | ||||||||
Mezzanine equity, historical cost | $ 34,792,203 | 34,792,203 | $ 34,792,203 | 34,792,203 | 24,166,212 | $ 24,166,212 | $ 11,606,147 | ||
Temporary equity, fair value | $ 161,947,417 | 304,205,838 | |||||||
Preferred stock warrants | Warrant | |||||||||
Temporary Equity [Line Items] | |||||||||
Warrants exercised | 9,932,991 | 4,802,776 | |||||||
Estimate of Fair Value Measurement | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity, fair value | $ 304,205,838 | $ 166,138,367 | |||||||
Convertible Debt | |||||||||
Temporary Equity [Line Items] | |||||||||
Principal amount | $ 2,822,500 | ||||||||
Accrued interest | 427,790 | ||||||||
Amount converted | $ 3,250,290 | ||||||||
Seed Preferred | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 2,121,539,537 | ||||||||
Shares issued in connection with warrant exercises (in shares) | 80,792,496 | 80,792,496 | 80,792,496 | 307,625,953 | |||||
Proceeds from conversion of warrants for preferred stock | $ 693,000 | $ 693,000 | $ 693,000 | $ 4,506,998 | |||||
Warrants exercised | 9,932,991 | 9,932,991 | |||||||
Shares issued in connection with warrant exercises | $ 10,625,991 | $ 10,625,991 | $ 80,792 | $ 307,626 | |||||
Mezzanine equity, shares issued (in shares) | 1,372,152,604 | 1,372,152,604 | 1,291,360,108 | ||||||
Mezzanine equity, shares outstanding (in shares) | 1,372,152,604 | 1,372,152,604 | 1,291,360,108 | 983,734,155 | |||||
Mezzanine equity, historical cost | $ 1,372,152 | $ 1,291,360 | $ 983,734 | ||||||
Seed-1 Preferred | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 210,977,985 | ||||||||
Shares issued in connection with warrant exercises (in shares) | 210,977,985 | ||||||||
Mezzanine equity, shares issued (in shares) | 210,977,985 | 210,977,985 | 210,977,985 | ||||||
Mezzanine equity, shares outstanding (in shares) | 210,977,985 | 210,977,985 | 210,977,985 | 0 | |||||
Mezzanine equity, historical cost | $ 210,978 | $ 210,978 | $ 0 | ||||||
Seed-2 Preferred | |||||||||
Temporary Equity [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 597,604,267 | ||||||||
Shares issued upon conversion (in shares) | 597,604,267 | ||||||||
Mezzanine equity, shares issued (in shares) | 597,604,267 | 597,604,267 | |||||||
Mezzanine equity, shares outstanding (in shares) | 597,604,267 | 597,604,267 | 597,604,267 | 0 | |||||
Mezzanine equity, historical cost | $ 597,604 | $ 597,604 | $ 0 |
10-K - Mezzanine Equity - Divid
10-K - Mezzanine Equity - Dividends (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||||
Dividend percentage | 8% | 8% | ||||
Dividends | $ 1,744,075 | $ 1,374,684 | ||||
Accumulated dividends | 4,666,663 | $ 2,922,588 | ||||
IPO | ||||||
Temporary Equity [Line Items] | ||||||
Minimum consideration for dividend payment | $ 100,000,000 | 100,000,000 | ||||
Pre-2023 Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Dividends | $ 473,499 | $ 423,507 | 932,949 | $ 831,439 | ||
Accumulated dividends | $ 5,599,612 | $ 5,599,612 | $ 4,666,663 | |||
Seed Preferred | ||||||
Temporary Equity [Line Items] | ||||||
Initial conversion price (USD per share) | $ 0.0117 | |||||
Seed-1 Preferred | ||||||
Temporary Equity [Line Items] | ||||||
Initial conversion price (USD per share) | 0.0023 | |||||
Seed-2 Preferred | ||||||
Temporary Equity [Line Items] | ||||||
Initial conversion price (USD per share) | $ 0.0046 |
10-K - Mezzanine Equity - Manda
10-K - Mezzanine Equity - Mandatory Conversion (Details) - IPO - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Mandatory conversion, price per share (in dollars per share) | $ 0.10 | $ 0.10 |
Minimum consideration received on transaction to require mandatory conversion | $ 100,000,000 | $ 100,000,000 |
10-K - Mezzanine Equity - Liqui
10-K - Mezzanine Equity - Liquidation Event (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Temporary Equity [Line Items] | ||
Common stock liquidation preference per share (in dollars per share) | $ 0.0117 | |
Pre-2023 Preferred Stock | ||
Temporary Equity [Line Items] | ||
Liquidation preference | $ 24,931,819 | $ 23,998,869 |
Common stock liquidation preference per share (in dollars per share) | $ 0.0117 | |
Seed Preferred | ||
Temporary Equity [Line Items] | ||
Liquidation preference | $ 21,156,225 | 20,364,558 |
Seed-1 Preferred | ||
Temporary Equity [Line Items] | ||
Liquidation preference | 566,473 | 545,276 |
Seed-2 Preferred | ||
Temporary Equity [Line Items] | ||
Liquidation preference | $ 3,209,121 | $ 3,089,035 |
10-K Stockholders' Deficit - Co
10-K Stockholders' Deficit - Common Stock (Narrative) (Details) - $ / shares | Jun. 07, 2023 | Aug. 05, 2021 |
Share-Based Payment Arrangement [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 4,600,000,000 | 3,600,000,000 |
10-K Stockholders' Deficit - St
10-K Stockholders' Deficit - Stock Options (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 40 Months Ended | 87 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 12, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock options granted (in shares) | 5,500,000 | 11,750,000 | 78,056,991 | 150,624,337 | 414,884,688 | 409,184,688 | |||
Shares forfeited or expired to date (in shares) | 55,711,814 | 51,899,314 | |||||||
Average value of shares granted (in dollars per share) | $ 0.0577 | $ 0.0465 | $ 0.0808 | $ 0.0386 | |||||
Stock options exercised, not yet vested (in shares) | 23,514,271 | 23,514,271 | |||||||
Unvested exercised options at initial exercise price | $ 107,038 | $ 107,038 | $ 137,887 | $ 107,038 | $ 137,887 | ||||
Number of unvested shares (in shares) | 53,696,879 | 53,696,879 | 105,636,923 | 70,615,428 | 53,696,879 | 105,636,923 | |||
Unvested shares, weighted average grant price (in dollars per share) | $ 0.0555 | $ 0.0555 | $ 0.0656 | $ 0.0226 | $ 0.0555 | $ 0.0656 | |||
Stock-based compensation expense | $ 1,280,436 | $ 339,821 | $ 2,796,252 | $ 477,828 | $ 2,300,619 | $ 4,430,508 | |||
Remaining stock-based compensation expense related to unvested option grants | $ 5,346,326 | $ 5,346,326 | |||||||
Nonvested award, cost not yet recognized, period for recognition | 2 years 8 months 12 days | 1 year 10 months 24 days | |||||||
Aggregate intrinsic value of options outstanding | 7,341,670 | $ 7,341,670 | $ 14,319,711 | 5,052,057 | $ 7,341,670 | 14,319,711 | |||
Aggregate intrinsic value of stock options exercisable | $ 5,925,539 | 5,925,539 | 6,662,522 | 2,824,923 | $ 5,925,539 | $ 6,662,522 | |||
Total intrinsic value of stock options exercised | $ 162,188 | $ 1,823,042 | 4,442,539 | ||||||
Noncontrolling Shareholder, Chief Executive Officer (CEO) | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
CEO ownership percentage | 6% | 6% | 6% | 6% | 6% | ||||
Stock options | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized to be issued (in shares) | 360,917,134 | ||||||||
Stock plan termination period | 10 years | 10 years | |||||||
Shares available for grant under plan (in shares) | 4,223,848 | 4,223,848 | 5,911,348 | 4,223,848 | 5,911,348 | ||||
Value of shares granted | $ 317,270 | $ 547,333 | $ 6,307,463 | $ 5,820,971 | |||||
Vesting period of options | 4 years | 4 years |
10-K Stockholders' Deficit - Sc
10-K Stockholders' Deficit - Schedule of Assumptions (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk-free interest rate, minimum (as a percent) | 3.53% | 1.62% | 1.43% | 0.66% |
Risk-free interest rate, maximum (as a percent) | 4.27% | 2.93% | 4.08% | 1.26% |
Expected term (years) | 6 years 3 months | 6 years 3 months | 6 years 3 months | |
Expected volatility, minimum (as a percent) | 71.52% | 71.65% | ||
Expected volatility, maximum (as a percent) | 71.65% | 73.53% | ||
Expected volatility (as a percent) | 73.03% | 73.03% | ||
Expected dividends | 0% | 0% | 0% | 0% |
Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (years) | 5 years 2 months 15 days | |||
Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (years) | 6 years 3 months |
10-K Stockholders' Deficit - _2
10-K Stockholders' Deficit - Schedule of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | 40 Months Ended | 87 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | |
Number of Options | |||||||
Outstanding at December 31, 2022 (in shares) | 151,869,616 | 117,161,070 | 117,161,070 | 117,281,148 | |||
Grants (in shares) | 5,500,000 | 11,750,000 | 78,056,991 | 150,624,337 | 414,884,688 | 409,184,688 | |
Exercised (in shares) | (1,980,833) | (24,713,199) | (140,067,000) | ||||
Forfeited (in shares) | (3,812,500) | (14,143,750) | (10,677,415) | ||||
Expired (in shares) | (4,491,496) | ||||||
Outstanding at June 30, 2023 (in shares) | 151,576,283 | 151,869,616 | 117,161,070 | 117,281,148 | 151,576,283 | 151,869,616 | |
Weighted Average Exercise Price | |||||||
Outstanding outstanding, Weighted average exercise price per share - beginning balance (in dollars per share) | $ 0.0064 | $ 0.0054 | $ 0.0054 | $ 0.0039 | |||
Options granted, Weighted average exercise price per share (in dollars per share) | 0.0700 | 0.0073 | 0.0060 | ||||
Options exercised, Weighted average exercise price per share (in dollars per share) | 0.0062 | 0.0054 | 0.0048 | ||||
Options forfeited, Weighted average exercise price per share (in dollars per share) | 0.0061 | 0.0031 | 0.0046 | ||||
Options expired, Weighted average exercise price per share (in dollars per share) | 0.0044 | ||||||
Outstanding outstanding, Weighted average exercise price per share - ending balance (in dollars per share) | $ 0.0087 | $ 0.0064 | $ 0.0054 | $ 0.0039 | $ 0.0087 | $ 0.0064 | |
Weighted Average Remaining Contractual Term (years) | |||||||
Options outstanding, Weighted average remaining contractual term | 8 years 4 months 24 days | 8 years 9 months 18 days | 9 years 2 months 12 days | 9 years 1 month 6 days | |||
Options granted, weighted average remaining contractual term | 10 years | 10 years | 10 years | ||||
Options exercised, weighted average remaining contractual term | 9 years | 8 years 8 months 12 days | 8 years 10 months 24 days | ||||
Options forfeited, weighted average remaining contractual term | 8 years 8 months 12 days | 8 years 7 months 6 days | 8 years 10 months 24 days | ||||
Options expired, weighted average remaining contractual term | 7 years 10 months 24 days |
10-K Stockholders' Deficit - _3
10-K Stockholders' Deficit - Schedule of Stock Options Information (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, number of options (in shares) | 151,576,283 | 151,869,616 | 117,161,070 |
Options outstanding, weighted average remaining life | 8 years | 8 years 9 months 18 days | 9 years 2 months 12 days |
Options exercisable, number of options (in shares) | 116,140,550 | 70,046,964 | 65,677,937 |
Options exercisable, weighted average remaining life | 8 years 2 months 12 days | 8 years 2 months 12 days | 9 years 2 months 12 days |
$0.001 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.0001 | $ 0.001 | $ 0.0001 |
Options outstanding, number of options (in shares) | 1,200,000 | 1,200,000 | 1,511,459 |
Options outstanding, weighted average remaining life | 3 years 6 months | 4 years | 5 years 1 month 6 days |
Options exercisable, number of options (in shares) | 1,200,000 | 1,200,000 | 1,511,459 |
Options exercisable, weighted average remaining life | 3 years 6 months | 4 years | 5 years 1 month 6 days |
$0.004 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.004 | $ 0.004 | $ 0.004 |
Options outstanding, number of options (in shares) | 15,872,586 | 15,872,586 | 29,134,572 |
Options outstanding, weighted average remaining life | 6 years 10 months 24 days | 7 years 4 months 24 days | 8 years 4 months 24 days |
Options exercisable, number of options (in shares) | 12,902,759 | 11,902,759 | 11,096,531 |
Options exercisable, weighted average remaining life | 6 years 9 months 18 days | 7 years 3 months 18 days | 8 years 4 months 24 days |
$0.006 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.006 | $ 0.006 | $ 0.006 |
Options outstanding, number of options (in shares) | 68,846,706 | 73,840,039 | 86,515,039 |
Options outstanding, weighted average remaining life | 8 years | 8 years 6 months | 9 years 6 months |
Options exercisable, number of options (in shares) | 58,919,621 | 56,944,205 | 53,069,947 |
Options exercisable, weighted average remaining life | 7 years 10 months 24 days | 8 years 4 months 24 days | 9 years 6 months |
$0.0071 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.0071 | $ 0.0071 | |
Options outstanding, number of options (in shares) | 59,656,991 | 60,456,991 | |
Options outstanding, weighted average remaining life | 9 years 2 months 12 days | 9 years 8 months 12 days | |
Options exercisable, number of options (in shares) | 43,118,170 | 0 | |
Options exercisable, weighted average remaining life | 9 years 2 months 12 days | ||
$0.07 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options outstanding, exercise price (in dollars per share) | $ 0.07 | $ 0.07 | |
Options outstanding, number of options (in shares) | 6,000,000 | 500,000 | |
Options outstanding, weighted average remaining life | 9 years 9 months 18 days | 10 years | |
Options exercisable, number of options (in shares) | 0 | 0 |
10-K Warrants - Schedule of War
10-K Warrants - Schedule of Warrant Valuation (Details) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Term | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 2 | 2 | |
Risk-free interest rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.029 | 0.007 | |
Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 1.10 | 1.10 | |
Minimum | Term | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.08 | 0.3 | |
Minimum | Risk-free interest rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.048 | 0.044 | |
Minimum | Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.65 | 0.75 | |
Maximum | Term | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 2 | 2 | |
Maximum | Risk-free interest rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.052 | 0.047 | |
Maximum | Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.75 | 0.85 |
10-K Warrants - Narrative (Deta
10-K Warrants - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2019 | |
Class of Warrant or Right [Line Items] | ||||||||
Liability measured at fair value | $ 39,928,186 | $ 60,943,121 | $ 39,928,186 | $ 60,943,121 | $ 65,714,411 | $ 43,917,684 | $ 1,570,433 | |
Common stock issued from warrant conversion | 371,468,806 | 371,468,806 | 80,792,496 | 905,094 | ||||
Changes in fair value included in operations | $ (27,260,256) | 22,097,809 | $ (25,786,225) | 26,958,428 | $ 31,729,718 | $ 21,943,239 | ||
Common Stock Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Life of warrants | 2 years | |||||||
Common stock issued from warrant conversion | 278,076,506 | |||||||
Common Stock Warrant | Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Liability measured at fair value | $ 4,818,186 | 13,666,121 | 4,818,186 | 13,666,121 | $ 14,114,411 | $ 6,502,538 | 0 | |
Changes in fair value included in operations | $ (9,296,225) | 7,163,583 | 7,611,873 | $ 6,502,538 | ||||
Financing Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock issued from warrant conversion | 306,720,859 | |||||||
Exercise price (in dollars per share) | $ 0.0147 | |||||||
Financing Warrants | Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Life of warrants | 3 years | |||||||
Financing Warrants | Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Life of warrants | 1 year | |||||||
Seed Preferred | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Life of warrants | 3 years | |||||||
Common stock issued from warrant conversion | 78,274,615 | |||||||
Exercise price (in dollars per share) | $ 0.0074 | |||||||
Class of Warrant or Right, Outstanding | 80,302,455 | |||||||
Preferred stock warrants | Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Liability measured at fair value | $ 0 | 0 | 0 | $ 6,417,146 | $ 1,570,433 | |||
Changes in fair value included in operations | $ 3,515,845 | $ 3,515,845 | $ 9,649,489 |
10-K Warrants - Changes in Pref
10-K Warrants - Changes in Preferred Stock Issuable (Details) - Seed Preferred - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Rollforward Of Preferred Stock Activity [Roll Forward] | ||
Beginning balance (in shares) | 80,302,455 | 343,879,583 |
Exercised | (80,792,496) | (307,625,953) |
Remeasurement | 490,041 | 44,048,825 |
Ending balance (in shares) | 0 | 80,302,455 |
10-K Fair Value (Details)
10-K Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 65,714,411 | $ 43,917,684 | $ 43,917,684 | $ 1,570,433 | ||
Cash received | 0 | 25,206,788 | ||||
Changes in fair value included in operations | $ (27,260,256) | $ 22,097,809 | (25,786,225) | 26,958,428 | 31,729,718 | 21,943,239 |
Warrants exercised | (9,932,991) | (4,802,776) | ||||
Warrants expired | 0 | |||||
Ending balance | 39,928,186 | 60,943,121 | 39,928,186 | 60,943,121 | 65,714,411 | 43,917,684 |
Warrant | Common Stock Warrant | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 14,114,411 | 6,502,538 | 6,502,538 | 0 | ||
Cash received | 0 | 0 | ||||
Changes in fair value included in operations | (9,296,225) | 7,163,583 | 7,611,873 | 6,502,538 | ||
Warrants exercised | 0 | 0 | ||||
Warrants expired | 0 | |||||
Ending balance | 4,818,186 | 13,666,121 | 4,818,186 | 13,666,121 | 14,114,411 | 6,502,538 |
Warrant | Preferred stock warrants | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | 6,417,146 | 6,417,146 | 1,570,433 | ||
Cash received | 0 | 0 | ||||
Changes in fair value included in operations | 3,515,845 | 3,515,845 | 9,649,489 | |||
Warrants exercised | (9,932,991) | (4,802,776) | ||||
Warrants expired | 0 | |||||
Ending balance | 0 | 0 | 0 | 6,417,146 | ||
SAFE Notes | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 51,600,000 | 30,998,000 | 30,998,000 | 0 | ||
Cash received | 0 | 25,206,788 | ||||
Changes in fair value included in operations | (16,750,000) | (16,490,000) | 16,279,000 | 20,602,000 | 5,791,212 | |
Warrants exercised | 0 | 0 | ||||
Warrants expired | 0 | |||||
Ending balance | $ 35,110,000 | $ 47,277,000 | $ 35,110,000 | $ 47,277,000 | $ 51,600,000 | $ 30,998,000 |
10-K Income Taxes - Loss Before
10-K Income Taxes - Loss Before Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
United States | $ (52,349,259) | $ (35,758,403) | ||||
Foreign | 0 | 5,164 | ||||
Income (loss) before income taxes | $ 16,521,543 | $ (26,363,552) | $ 6,488,627 | $ (34,300,623) | $ (52,349,259) | $ (35,753,239) |
10-K Income Taxes - Narrative (
10-K Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Federal | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Net operating loss carryforwards | 37,102,613 | 22,499,629 | ||||
State | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Net operating loss carryforwards | $ 37,074,648 | $ 20,472,559 |
10-K Income Taxes - Income Tax
10-K Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax at federal statutory rate | $ (10,993,344) | $ (7,508,180) | ||||
State income tax, net of federal income tax impact | 1,027 | (686,317) | ||||
Valuation allowance change | 5,650,994 | 2,979,251 | ||||
Warrant liabilities | 2,336,820 | 3,391,926 | ||||
Fair value adjustments—SAFE notes | 4,326,420 | 1,216,155 | ||||
Other | (1,321,917) | 607,165 | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
10-K Income Taxes - Deferred In
10-K Income Taxes - Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 10,291,943 | $ 6,079,301 |
Stock compensation | 493,494 | 437,598 |
Warranty reserve | 235,025 | 279,992 |
Lease liability | 679,384 | 0 |
Research and development costs | 837,640 | 0 |
Research and development credit carryforwards | 368,939 | 0 |
Inventory reserve | 275,858 | 0 |
Accrued expenses | 255,189 | 0 |
Other, net | 47,874 | 122,048 |
Total deferred tax assets | 13,485,346 | 6,918,939 |
Right-of-use asset | (915,413) | 0 |
Total deferred tax liabilities | (915,413) | 0 |
Less: Valuation allowance | (12,569,933) | (6,918,939) |
Net deferred tax asset | $ 0 | $ 0 |
10-K Subsequent Events (Details
10-K Subsequent Events (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 06, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | |||||||
Shares issued for common stock (in shares) | 937,500 | ||||||
Shares issued for common stock | $ 5,625 | $ 14,360,522 | $ 26,340 | $ 12,134 | $ 2,347 | $ 92,309 | $ 575,633 |