Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39948 | |
Entity Registrant Name | ELECTRIQ POWER HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3310839 | |
Entity Address, Address Line One | 625 North Flagler Drive, | |
Entity Address, Address Line Two | Suite 1003B | |
Entity Address, City or Town | West Palm Beach, | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 833 | |
Local Phone Number | 462-2883 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,754,345 | |
Entity Central Index Key | 0001827871 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Description | This Amendment No. 1 to Quarterly Report on Form 10-Q/A (the “Amended Report”) filed by Electriq Power Holdings, Inc. (the “Company”) amends and restates certain information included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Original Report”).As described in the Company's Current Report on Form 8-K filed with the SEC on December 19, 2023, on December 15, 2023, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), after considering the recommendations of management, concluded that the Company’s previously issued consolidated financial statements as of and for the quarter ended September 30, 2023 (the “Financial Statements”), included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, should no longer be relied upon. Similarly, any other previously filed or furnished reports, related earnings releases, guidance, investor presentations, or similar communications of the Company describing the Financial Statements should no longer be relied upon.The determination relates to the Company’s interpretation of the accounting guidance applicable to the Forward Purchase Agreement (“FPA”), which was generally consistent with the accounting application of some other SPACs that had entered into similar arrangements. The Company determined that: (i) the amount prepaid to Meteora under the Forward Purchase Agreement previously recorded as net current assets should be restated by reclassifying the prepayment amount to equity, and (ii) the recording of a liability, which represents the value of the derivative liability as of September 30, 2023 associated with the Forward Purchase Agreement including the in-substance written put option, the maturity consideration and the share consideration, and should be reflected as a current liability in the Company’s condensed consolidated balance sheet as of September 30, 2023. The net difference was previously recorded as a forward purchase contract asset within total current assets in the Company’s condensed consolidated balance sheet and will be reversed as part of the restatement to be recognized as of September 30, 2023.The Company is filing this Amended Report for the purpose of revising the accounting treatment of the FPA in its financial statements as of September 30, 2023, to reclassify the prepayment amount, previously reflected as a forward purchase contract asset and recorded net of the associated forward purchase contract derivative liability and included in total current assets in the condensed consolidated balance sheet, to the equity section of the condensed consolidated balance sheet with any remaining balance of the FPA, including the in-substance written put option, maturity consideration and the share consideration, classified as forward purchase contract derivative liabilities included in total current liabilities in the condensed consolidated balance sheet in its financial statements as of September 30, 2023, included in this Form 10-Q/A.In connection with the determinations described above, management of the Company has concluded that a material weakness in the Company’s internal control over financial reporting existed as of September 30, 2023 and that the Company’s disclosure controls and procedures were not effective as of September 30, 2023. See additional discussion included in Part I – Item 4, “Controls and Procedures” of this Amended Report.Items Amended in this Amended ReportFor the convenience of the reader, this Form 10-Q/A sets forth the information in the original Form 10-Q filing in its entirety; however, only the following sections of the original Form 10-Q filing are revised in this Form 10-Q/A, solely as a result of and to reflect the restatement and conditions related to the restatement described above.Part I, Item 1 Financial Statements and Notes to Consolidated Financial StatementsNotes: Note 1 - Organization and Description of BusinessNote 2 - Summary of Significant Accounting PoliciesNote 12 – Fair ValueNote 14 – Subsequent EventsItem 2 Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 4 Control and ProceduresPart II, Item 1A Risk FactorsThe risk factors included in Part II - Item 1A, “Risk Factors” herein have been amended to add a new risk factor regarding the Company's restatement and the Company's ability to obtain additional capital and amend the existing risk factor regarding compliance with the continued listing standards of the NYSE. Pursuant to the rules of the SEC, Part II, Item 6 of the original Form 10-Q filing has been amended to include currently dated certifications from the Company's chief executive officer and chief financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.Except as it relates to the restatement described above with related disclosures, this Amended Report does not reflect events occurring after the date of the original Form 10-Q filing. | |
Class A common stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 pershare | |
Trading Symbol | ELIQ | |
Security Exchange Name | NYSE | |
Common stock warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share ofClass A common stock at an exercise price of$6.57 per share | |
Trading Symbol | ELIQ WS | |
Security Exchange Name |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 8,099,738 | $ 5,480,960 |
Accounts receivable, less allowance for doubtful accounts of $40,449 and $30,429 as of September 30, 2023 and December 31, 2022, respectively | 371,923 | 317,423 |
Inventory, net | 20,929,486 | 13,532,475 |
Inventory deposits | 238,068 | 5,182,045 |
Prepaid expenses and other current assets | 752,391 | 368,117 |
Total current assets | 30,391,606 | 24,881,020 |
Property and equipment, net | 1,730,670 | 1,422,293 |
Right of use assets | 3,346,958 | 3,241,705 |
Deposits | 131,257 | 109,539 |
Total assets | 35,600,491 | 29,654,557 |
Current liabilities: | ||
Current portion of loan payable | 0 | 11,377,297 |
SAFE notes | 0 | 51,600,000 |
Accounts payable | 8,201,251 | 1,377,123 |
Warrants liability | 0 | 14,114,411 |
Accrued payroll and employee benefits | 2,233,598 | 629,773 |
Lease liability | 718,027 | 347,131 |
Warrants liability | 34,970,682 | 0 |
Accrued expenses | 2,294,996 | 5,196,432 |
Total current liabilities | 48,418,554 | 84,642,167 |
Derivative warrant liabilities | 3,039,603 | |
Convertible note payable | 0 | 5,000,000 |
Cumulative mandatorily redeemable preferred stock liability | 21,465,335 | 0 |
Other long-term liabilities | 2,605,293 | 2,503,038 |
Total liabilities | 75,528,785 | 92,145,205 |
Commitments and contingencies (Note 7) | ||
Mezzanine equity: | ||
Common stock; $0.0001 par value; 3,734,062 and zero shares contingently redeemable, respectively at September 30, 2023 and December 31, 2022 | 39,523,511 | 0 |
Stockholders’ deficit: | ||
Common stock; $0.0001 par value; 38,020,283 and 21,373,035 shares issued and outstanding, respectively at September 30, 2023 and December 31, 2022 | 3,802 | 2,137 |
Additional paid-in capital | 39,002,908 | 42,500,908 |
Accumulated deficit | (118,458,233) | (104,993,411) |
Accumulated other comprehensive loss | (282) | (282) |
Total stockholders’ deficit | (79,451,805) | (62,490,648) |
Total liabilities, mezzanine equity and stockholders’ deficit | $ 35,600,491 | $ 29,654,557 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Allowance for doubtful accounts | $ 40,449 | $ 30,429 |
Mezzanine equity: | ||
Temporary equity, par or stated value per share (USD per share) | $ 0.0001 | $ 0.0001 |
Mezzanine equity, shares outstanding (in shares) | 3,734,062 | 0 |
Stockholders’ deficit: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued (in shares) | 38,020,283 | 21,373,035 |
Common stock, outstanding (in shares) | 38,020,283 | 21,373,035 |
Class A common stock, par value $0.0001 per share | ||
Mezzanine equity: | ||
Mezzanine equity, shares outstanding (in shares) | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 834,262 | $ 5,988,248 | $ 1,019,207 | $ 15,334,583 |
Cost of goods sold | 853,615 | 5,621,589 | 1,921,367 | 13,957,964 |
Gross (loss) profit | (19,353) | 366,659 | (902,160) | 1,376,619 |
Operating expenses: | ||||
Research and development | 1,011,633 | 901,058 | 3,147,943 | 2,716,351 |
Sales and marketing | 1,308,928 | 909,871 | 3,522,731 | 2,790,657 |
General and administrative | 4,806,693 | 2,626,179 | 14,235,262 | 6,975,600 |
Total operating expenses | 7,127,254 | 4,437,108 | 20,905,936 | 12,482,608 |
Loss from operations | (7,146,607) | (4,070,449) | (21,808,096) | (11,105,989) |
Other expense (income): | ||||
Interest expense | 1,291,851 | 918,035 | 3,292,932 | 1,223,254 |
Unrealized fair value adjustments | 14,895,081 | 5,170,186 | (10,891,144) | 32,128,614 |
Other (income) expense, net | (3,380,090) | 4,428 | (745,062) | 5,864 |
Loss before income taxes | (19,953,449) | (10,163,098) | (13,464,822) | (44,463,721) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | (19,953,449) | (10,163,098) | (13,464,822) | (44,463,721) |
Cumulative preferred stock dividends | 45,803 | 451,895 | 978,752 | 1,283,334 |
Net loss attributable to common stockholders | $ (19,999,252) | $ (10,614,993) | $ (14,443,574) | $ (45,747,055) |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.74) | $ (6.65) | $ (1.40) | $ (29.57) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.74) | $ (6.65) | $ (1.40) | $ (29.57) |
Weighted average number of common shares outstanding - basic (in shares) | 26,944,552 | 1,595,724 | 10,290,182 | 1,546,928 |
Weighted average number of common shares outstanding - diluted (in shares) | 26,944,552 | 1,595,724 | 10,290,182 | 1,546,928 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE AND STOCKHOLDERS' DEFICIT - USD ($) | Total | Financings and Lawrie Notes | SAFE Notes | Previously Reported | Revision of Prior Period, Adjustment | Seed Preferred Stock Pre-2023 Seed, Seed-1 and Seed-2 Preferred | Seed Preferred Stock Pre-2023 Seed, Seed-1 and Seed-2 Preferred Previously Reported | Seed Preferred Stock Pre-2023 Seed, Seed-1 and Seed-2 Preferred Revision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Common | Common Financings and Lawrie Notes | Common SAFE Notes | Common Previously Reported | Common Revision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Financings and Lawrie Notes | Additional Paid-in Capital SAFE Notes | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Deficit Revision of Prior Period, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Accumulated Other Comprehensive Loss Revision of Prior Period, Adjustment |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 2,099,942,360 | (2,099,942,360) | 0 | 0 | 0 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 24,166,212 | $ (24,166,212) | $ 0 | $ 2,099,942 | $ (2,099,942) | $ 0 | $ 22,066,270 | $ (22,066,270) | $ 0 | $ 0 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 20,396,416 | 217,588,804 | (197,192,388) | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | (23,160,308) | (47,326,520) | 24,166,212 | $ 2,040 | $ 21,759 | $ 19,719 | $ 29,482,086 | $ 5,296,155 | $ 24,185,931 | $ (52,644,152) | $ (52,644,152) | $ 0 | $ (282) | $ (282) | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of shares for common stock (in shares) | 55,068 | ||||||||||||||||||||||||||
Issuance of shares for common stock | 2,347 | $ 5 | 2,342 | ||||||||||||||||||||||||
Stock-based compensation | 138,007 | 138,007 | |||||||||||||||||||||||||
Net loss | (7,937,071) | (7,937,071) | |||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 20,451,484 | ||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | (30,957,025) | $ 2,045 | 29,622,435 | (60,581,223) | (282) | ||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 2,099,942,360 | (2,099,942,360) | 0 | 0 | 0 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 0 | 24,166,212 | (24,166,212) | $ 0 | $ 2,099,942 | $ (2,099,942) | 0 | $ 22,066,270 | $ (22,066,270) | $ 0 | $ 0 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 20,396,416 | 217,588,804 | (197,192,388) | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | (23,160,308) | (47,326,520) | 24,166,212 | $ 2,040 | $ 21,759 | $ 19,719 | 29,482,086 | 5,296,155 | 24,185,931 | (52,644,152) | (52,644,152) | 0 | (282) | (282) | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Net loss | (44,463,721) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 21,332,464 | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | (56,164,743) | $ 2,133 | 40,941,279 | (97,107,873) | (282) | ||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 20,451,484 | ||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | (30,957,025) | $ 2,045 | 29,622,435 | (60,581,223) | (282) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of shares for common stock (in shares) | 37,918 | ||||||||||||||||||||||||||
Issuance of shares for common stock | 12,134 | $ 4 | 12,130 | ||||||||||||||||||||||||
Shares issued on warrant exercises (in shares) | 789,206 | ||||||||||||||||||||||||||
Shares issued on warrant exercises | 10,625,991 | $ 79 | 10,625,912 | ||||||||||||||||||||||||
Stock-based compensation | 339,821 | 339,821 | |||||||||||||||||||||||||
Net loss | (26,363,552) | (26,363,552) | |||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 21,278,608 | ||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | (46,342,631) | $ 2,128 | 40,600,298 | (86,944,775) | (282) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of shares for common stock (in shares) | 53,856 | ||||||||||||||||||||||||||
Issuance of shares for common stock | 53,556 | $ 5 | 53,551 | ||||||||||||||||||||||||
Stock-based compensation | 287,430 | 287,430 | |||||||||||||||||||||||||
Net loss | (10,163,098) | (10,163,098) | |||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 21,332,464 | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ (56,164,743) | $ 2,133 | 40,941,279 | (97,107,873) | (282) | ||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 0 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 21,373,035 | 21,373,035 | 242,302,003 | (220,928,968) | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (62,490,648) | (97,282,851) | 34,792,203 | $ 2,137 | $ 24,230 | $ 22,093 | 42,500,908 | 7,686,612 | 34,814,296 | (104,993,411) | (104,993,411) | 0 | (282) | (282) | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of shares for common stock (in shares) | 12,273 | ||||||||||||||||||||||||||
Issuance of shares for common stock | 26,340 | $ 1 | 26,339 | ||||||||||||||||||||||||
Stock-based compensation | 1,515,816 | 1,515,816 | |||||||||||||||||||||||||
Net loss | (10,032,916) | (10,032,916) | |||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 21,385,308 | ||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ (70,981,408) | $ 2,138 | 44,043,063 | (115,026,327) | (282) | ||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 0 | ||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||
Contingently redeemable shares of common stock purchased pursuant to Forward Purchase Agreement (in shares) | 3,534,492 | ||||||||||||||||||||||||||
Contingently redeemable shares of common stock purchased pursuant to Forward Purchase Agreement | 37,560,166 | 37,559,813 | $ 353 | ||||||||||||||||||||||||
Shares sold and no longer contingently redeemable; reclassified to permanent equity (in shares) | (51,624) | ||||||||||||||||||||||||||
Shares sold under Forward Purchase Agreement and reclassified to permanent equity | (548,595) | (548,590) | $ (5) | ||||||||||||||||||||||||
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement (in shares) | 251,194 | ||||||||||||||||||||||||||
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement | $ 2,511,940 | 2,511,915 | $ 25 | ||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,734,062 | 0 | 3,734,062 | ||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 39,523,511 | $ 0 | 39,523,138 | $ 373 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 21,373,035 | 21,373,035 | 242,302,003 | (220,928,968) | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (62,490,648) | (97,282,851) | $ 34,792,203 | $ 2,137 | $ 24,230 | $ 22,093 | 42,500,908 | 7,686,612 | $ 34,814,296 | (104,993,411) | $ (104,993,411) | $ 0 | (282) | $ (282) | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of shares of common stock from reverse recapitalization | (63,257,591) | $ (26,185,485) | |||||||||||||||||||||||||
Net loss | $ (13,464,822) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 38,020,283 | 38,020,283 | |||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ (79,451,805) | (42,379,699) | $ 3,802 | 39,002,908 | (118,458,233) | (282) | |||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 21,385,308 | ||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | (70,981,408) | $ 2,138 | 44,043,063 | (115,026,327) | (282) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of shares for common stock (in shares) | 2,637,861 | ||||||||||||||||||||||||||
Issuance of shares for common stock | 14,360,522 | $ 264 | 14,360,258 | ||||||||||||||||||||||||
Stock-based compensation | 1,280,436 | 1,280,436 | |||||||||||||||||||||||||
Net loss | 16,521,543 | 16,521,543 | |||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 24,023,169 | ||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ (38,818,907) | $ 2,402 | 59,683,757 | (98,504,784) | (282) | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,734,062 | 0 | 3,734,062 | ||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 39,523,511 | $ 0 | $ 39,523,138 | $ 373 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Issuance of shares for common stock (in shares) | 938,421 | ||||||||||||||||||||||||||
Issuance of shares for common stock | 4,855,686 | $ 94 | 4,855,592 | ||||||||||||||||||||||||
Shares issued for conversion (in shares) | 1,712,500 | 4,090,384 | |||||||||||||||||||||||||
Shares issued for conversion | $ 8,107,077 | $ 24,787,728 | $ 171 | $ 409 | $ 8,106,906 | $ 24,787,319 | |||||||||||||||||||||
Conversion and exchange of Electriq warrants for shares of New Electriq common stock at merger close (in shares) | 360,603 | ||||||||||||||||||||||||||
Conversion and exchange of Electriq warrants for shares of New Electriq common stock in connection with the Business Combination | 2,185,254 | $ 36 | 2,185,218 | ||||||||||||||||||||||||
Issuance of shares of common stock from reverse recapitalization (in shares) | 3,227,222 | ||||||||||||||||||||||||||
Issuance of shares of common stock from reverse recapitalization | (63,257,268) | $ 323 | (63,257,591) | ||||||||||||||||||||||||
Issuance of public warrants | 1,600,000 | 1,600,000 | |||||||||||||||||||||||||
Restricted stock awards granted (in shares) | 3,616,360 | ||||||||||||||||||||||||||
Restricted stock awards granted | 362 | $ 362 | |||||||||||||||||||||||||
Shares no longer contingently redeemable; reclassified to permanent equity from mezzanine equity (in shares) | 51,624 | ||||||||||||||||||||||||||
Contingently redeemable shares reclassified from mezzanine equity to permanent equity in connection with the Business Combination | 548,595 | $ 5 | 548,590 | ||||||||||||||||||||||||
Stock-based compensation | 493,117 | 493,117 | |||||||||||||||||||||||||
Net loss | $ (19,953,449) | (19,953,449) | |||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 38,020,283 | 38,020,283 | |||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ (79,451,805) | $ (42,379,699) | $ 3,802 | $ 39,002,908 | $ (118,458,233) | $ (282) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (13,464,822) | $ (44,463,721) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 3,289,369 | 765,258 |
Accretion of discount and dividends on cumulative mandatorily redeemable preferred stock | 1,319,145 | 0 |
Unrealized fair value adjustments | (10,891,144) | 32,128,614 |
Depreciation and amortization | 123,308 | 119,388 |
Amortization of right of use assets | 507,511 | 163,626 |
Settlement gain | (5,641,658) | |
Write-off of inventory deposits | 5,040,689 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (54,500) | (963,629) |
Inventory | (1,853,445) | (4,119,767) |
Inventory deposits | (96,712) | (2,488,479) |
Prepaid expenses and other current assets | (384,274) | (23,948) |
Deposits | (21,718) | (900,160) |
Accounts payable | 6,660,128 | (630,627) |
Accrued expenses and other current liabilities | (7,274,682) | 1,851,794 |
Other long-term liabilities | (470,168) | 210,976 |
Net cash used in operating activities | (23,212,973) | (18,350,675) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (431,685) | (834,132) |
Other | (4,923) | (3,798) |
Net cash used in investing activities | (436,608) | (837,930) |
Cash flows from financing activities: | ||
Proceeds from loan payable | 0 | 11,200,000 |
Payments on loans payable and note conversions | (3,584,989) | (1,333,027) |
Proceeds from convertible note payable | 3,500,000 | 0 |
Proceeds received from Business Combination | 1,820 | 0 |
Proceeds from issuance of cumulative mandatorily redeemable preferred stock | 9,550,792 | 0 |
Proceeds from conversion of warrants for preferred stock | 0 | 693,000 |
Proceeds from issuance of common stock, net of issuance costs | 17,439,776 | 95,614 |
Payment of equity issuance costs | (594,040) | 0 |
Other | (45,000) | (40,000) |
Net cash provided by financing activities | 26,268,359 | 10,615,587 |
Net increase (decrease) in cash | 2,618,778 | (8,573,018) |
Cash, beginning of period | 5,480,960 | 12,730,198 |
Cash, end of period | 8,099,738 | 4,157,180 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 1,601,660 | 130,890 |
Taxes paid | 0 | 0 |
Right of use assets obtained in exchange for lease obligations | 787,764 | 1,200,086 |
Non-cash financing activities: | ||
Conversion of Electriq’s SAFE notes into shares of common stock at Closing Date of Business Combination | 24,787,728 | 0 |
Conversion and exchange of Electriq warrants for shares of common stock at Closing Date of Business Combination | 2,185,254 | 0 |
Retroactive conversion of pre-2023 seed preferred stock to shares of common stock upon Business Combination | 34,792,203 | 0 |
Supplemental disclosure of non-cash notes conversion agreements: | ||
Decrease in loans payable | (11,377,297) | (1,333,027) |
Total principal payments on loan payable | (3,584,989) | (1,333,027) |
Proceeds from issuance of cumulative mandatorily redeemable preferred stock | 9,550,792 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 17,439,776 | 95,614 |
Series B Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of cumulative mandatorily redeemable preferred stock | 9,550,792 | 0 |
Supplemental disclosure of non-cash notes conversion agreements: | ||
Non-cash principal portion converted to cumulative mandatorily redeemable preferred stock and common stock | 7,792,308 | 0 |
Stock issued | 15,959,393 | 0 |
Non-cash portion converted to cumulative mandatorily redeemable preferred stock | (6,408,601) | 0 |
Proceeds from issuance of cumulative mandatorily redeemable preferred stock | 9,550,792 | 0 |
Common | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 17,439,776 | 95,614 |
Supplemental disclosure of non-cash notes conversion agreements: | ||
Stock issued | 27,323,483 | 95,614 |
Non-cash portion allocated to common stock from note conversion agreements | (9,883,707) | 0 |
Proceeds from issuance of common stock, net of issuance costs | $ 17,439,776 | $ 95,614 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Electriq Power Holdings, Inc. (formerly known as TLG Acquisition One Corp. “TLG” prior to July 31, 2023, the Closing Date (as defined below) and on and after the Closing Date, the “Company” or “Electriq”) is a leading energy solutions provider that designs, develops, manages, delivers and services integrated energy storage systems for residential applications primarily in North America. 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. The Company has also historically sold its products through partnerships with large strategic corporations where it has rebranded the Company’s products (“white-label”) and, while the Company currently has no such partnerships, it continues to seek such partnerships. 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. Business Combination and Related Transactions (Restated) On July 31, 2023 (the “Closing Date”), the Company consummated the previously announced merger (the “Business Combination”) pursuant to that 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, the “Merger Agreement”), among the Company, Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of TLG (“Merger Sub”), and Electriq Power, Inc. (“Legacy Electriq”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Legacy Electriq, with Legacy Electriq continuing as the surviving corporation and as a wholly-owned subsidiary of TLG and the Legacy Electriq equity holders became the equity holders of TLG (the “Closing”). In connection with the Closing, TLG changed its name to Electriq Power Holdings, Inc. 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 the 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. The Business Combination is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). TLG is not considered a business pursuant to Accounting Standards Codification Topic (“ASC”) 805, and business combination guidance does not apply to this transaction. When business combination guidance in ASC 805 doesn’t apply, the transaction is accounted for in a manner that is similar to a reverse acquisition, which is often referred to as a reverse merger. TLG’s only pre-combination identifiable assets were the cash received from its public investors, and it did not meet the definition of a business as defined in ASC 805. As a result, the reverse merger is being accounted for as a reverse recapitalization, similar to a reverse acquisition between an operating company and a shell company. We further performed a voting model evaluation under the provisions of ASC 810, “Consolidations,” and have concluded that Electriq demonstrates voting interest control as determined under the voting model subsections of ASC 810 and is the accounting acquirer. The Electriq stockholders maintained ownership and voting rights of more the 50% in the combined company; therefore, Electriq will consolidate TLG. The Merger Transaction is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company, Electriq, issuing shares for the net monetary assets of TLG, followed by a recapitalization. The net assets of TLG are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination reflect those of Legacy Electriq. As part of the Business Combination, Legacy Electriq equity holders received aggregate merger consideration, consisting of 27,500,000 shares of TLG’s common stock, par value $0.0001 per share, at an assumed value of $10.00 per share or $275,000,000, plus 3,528,750 additional shares of TLG common stock, being equal to the quotient obtained by dividing (x) the amount of equity raised by Legacy Electriq in any equity, debt or similar investments obtained by Legacy Electriq prior to closing of the Merger in connection with a private capital raise, by (y) $8.00. In addition, holders of Legacy Electriq’s Series B Cumulative Redeemable Preferred Stock, par value $0.0001 per share received 1,411,500 shares of TLG’s Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share, being equal to the number of shares of Legacy Electriq Cumulative Redeemable Series B preferred stock outstanding immediately prior to the closing of the Merger multiplied by the Exchange Ratio. The TLG preferred stock has a cumulative dividend, payable in kind, of 15% per share, plus any accrued and unpaid dividends on each such share, and is subject to mandatory redemption on the third anniversary of the original issue date of such shares, payable either in cash or in TLG common stock, at the option of the holder. As part of the merger consideration, holders of Legacy Electriq’s options not exercised prior to the Business Combination received replacement options to purchase shares of TLG common stock based on the value of the merger consideration per share of Legacy Electriq common stock. In June 2023, certain investors entered into subscription agreements with Legacy Electriq to purchase shares of Electriq common stock for $18.1 million, including (i) $10.0 million from John Michael Lawrie, the Chief Executive Officer of TLG and Chairman of the TLG board of directors, (ii) $4.5 million from an affiliate of an existing Legacy Electriq stockholder, (iii) $2.5 million in the aggregate from funds managed by GBIF Management Ltd. and another Legacy Electriq stockholder, and (iv) $1.1 million from new Legacy Electriq investors (“Pre-Closing Financings”). In addition, on June 8, 2023, certain noteholders of Legacy Electriq entered into subscription agreements with Legacy Electriq pursuant to which such investors converted approximately $10.1 million of Legacy Electriq notes, including accrued interest (excluding the Lawrie notes (as defined below)), into shares of Legacy Electriq common stock plus additional shares of Legacy Electriq common stock and Legacy Electriq cumulative preferred stock as an incentive (“Pre-Closing Loan Conversions”). In connection with the Pre-Closing Financings and Pre-Closing Loan Conversions, Mr. Lawrie, the Additional Investor, the Pre-Closing Electriq Investors and the Electriq noteholders received shares of Electriq common stock and shares of Electriq cumulative mandatorily redeemable Series B preferred stock as an incentive for their investment. Upon conversion in the Merger, the shares of Electriq common stock and Electriq cumulative mandatorily redeemable Series B preferred stock received in the Electriq Incentive converted into shares of TLG common stock and shares of TLG cumulative mandatorily redeemable Series A preferred stock. In June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6.5 million, including (i) $5.0 million from Mr. Lawrie for 500,000 shares of TLG common stock and (ii) $1.5 million from other Electriq investors to purchase 150,000 shares of TLG common stock. In connection with the Closing Financings, Mr. Lawrie and the other Electriq investors received, as an incentive for their investment, 250,000 shares and 75,000 shares, respectively, of TLG preferred stock at Closing. On June 8, 2023, Mr. Lawrie signed an agreement pursuant to which Mr. Lawrie’s two secured convertible promissory notes (the “Lawrie notes”) in the aggregate amount of $8.5 million were converted into 1,062,500 shares of TLG common stock and 425,000 shares of TLG preferred stock. In addition, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at the Closing, the Sponsor (i) relinquished and cancelled, 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. Immediately prior to the Closing Date of the merger, TLG had 5,000,000 shares of its TLG Class F common stock issued and outstanding. Upon completion of the Business Combination, 1,729,348 former shares of Class F Common Stock were recapitalized as Class A common stock in New Electriq. Further, the non-redemption of 211,797 shares of TLG common stock also resulted in an increase in shares of New Electriq common stock immediately after the Closing Date. The Sponsor Amendment also provided that Sponsor would convert all Working Capital Loans into shares of TLG common stock, TLG preferred stock and warrants at Closing. At Closing, all TLG Operating Expenses totaling $9.1 million, including approximately $7.2 million of Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. On September 21, 2023, the Company and Sponsor acknowledged and agreed (the “Acknowledgment”) that the Sponsor Amendment was intended to provide for the conversion into TLG Common Stock and TLG Preferred Stock of all TLG Operating Expenses and not solely the Working Capital Loans. Given that the full amount of the TLG Operating Expenses was so converted at Closing, no adjustments to the TLG securities issued at Closing to Sponsor were required as a result of the Acknowledgment. TLG’s public units were separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were delisted from NYSE. At the Closing Date, 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 Legacy Electriq common stock issued and outstanding immediately prior to the Closing (excluding shares owned by Legacy 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 of $0.007583541 per share; total shares of TLG Class A common issued on conversion at the Exchange Ratio on the Closing Date were 5,409,014 shares. • each share of Legacy 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’s cumulative mandatorily redeemable Series A preferred stock, par value $0.0001 per share (“TLG preferred stock”), equal to one (1) multiplied by the Exchange Ratio; • Legacy Electriq pre-2023 preferred stock was converted into 20,064,970 shares of TLG common stock on the Closing Date, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred stock. Such securities were considered fully exercised; • all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in TLG at a fair value of approximately $6.06 per share at the Closing Date; • outstanding Legacy Electriq warrants immediately prior to the Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock in TLG. The warrants were exchanged on a cashless basis; • each outstanding vested and unvested Legacy 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 Legacy Electriq common stock underlying such Legacy 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 Legacy Electriq common stock underlying such Legacy Electriq stock option immediately prior to the Closing by (B) the Exchange Ratio; and • the $8.5 million Notes with the SPAC Executive (“SPAC Executive Notes”) converted into equity securities of TLG in accordance with the terms of the Notes Conversion Agreement. See Note 5. On August 1, 2023, the Company’s Class A common stock and warrants to purchase Class A common stock of the Company began trading on the NYSE and NYSE American, respectively, under the symbols “ELIQ” and “ELIQ WS,” respectively. On December 21, 2023, the NYSE delisted the Company's warrants to purchase Class A common Stock from trading on the NYSE American due to low price levels. The source and total number of shares of Class A common stock outstanding immediately after the completion of the Business Combination as of the July 31, 2023 Closing Date is as follows: Conversions of pre-2023 preferred stock 20,064,970 Conversions of SAFE notes 4,090,384 Conversions of Legacy Electriq warrants 360,603 Conversions of Legacy Electriq common stock, including common stock issued in pre-closing financings executed prior to the completion of the Business Combination 5,409,014 Common stock issued in the conversion of the Working Capital Loan at the Closing Date 756,635 Common stock issued in the conversion of the Lawrie notes at the Closing Date 1,712,500 Contingently redeemable shares of common stock purchased by Meteora pursuant to Forward Purchase Agreement 3,534,492 Additional contingently redeemable shares of common stock issued to Meteora pursuant to subscription agreement 251,194 Common stock issued from non-redemptions 211,797 Recapitalization of Class F shares of TLG into shares of Class A common stock 1,729,348 Total shares of Class A common stock outstanding as of Closing Date 38,120,937 On July 31, 2023, 29,924,971 shares of common stock and 1,411,500 shares of TLG preferred stock were issued to Electriq stockholders, and 2,720,329 shares of common stock and 1,178,318 shares of TLG preferred stock were issued in connection with the Closing Financings. After giving effect to the foregoing issuances, 38,120,937 shares of Class A common stock and 2,589,818 shares of TLG preferred stock were outstanding. Stockholders holding 7,736,608 of TLG’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in TLG’s Trust Account. Forward Purchase 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” and together with MSOF, MCP, and MSTO, the “Seller”) pursuant to which the Seller purchased 3,534,492 shares of TLG common stock from third parties through a broker in the open market (“Recycled Shares”). The Forward Purchase Agreement provided that $3,000,000 (the “Prepayment Shortfall”) would be paid by Seller to TLG one The Forward Purchase Agreement provided that Seller would 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 (as defined in the Forward Purchase Agreement) 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, 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. Seller agreed to waive any redemption rights that it had under TLG’s Amended and Restated Certificate of Incorporation with respect to any TLG common stock purchased through the FPA Funding Amount PIPE Subscription Agreement and any Recycled Shares in connection with the Business Combination, that would require redemption by TLG of the shares of TLG common stock. Such waiver may have reduced the number of shares of TLG common stock redeemed in connection with the Business Combination. The Company accounts for the Forward Purchase Agreement as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value (“FV”) recognized in the statements of operations. See Note 12. 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 initial fair value of the forward purchase contract derivative liability at the Closing Date was $18,596,685, which is reported as a forward purchase contract derivative liability in our condensed consolidated balance sheet. Related to this, the payment of the $37,261,790 (including $189,684 in transaction costs) to Meteora at the Closing Date was reflected as a charge to additional paid-in-capital in our condensed consolidated balance sheet. The change in the fair value of the forward purchase contract derivative liability of $34,970,682 for the three and nine months ended September 30, 2023 has been recorded to unrealized fair value adjustments in the Company’s condensed consolidated statements of operations. See Note 12. The forward purchase contract derivative liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Note 14. FPA Funding Amount PIPE Subscription Agreement On July 23, 2023, TLG entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”) with Meteora. Pursuant to the FPA Funding Amount PIPE Subscription Agreement and in connection with the Forward Purchase Agreement, Meteora purchased on the Closing Date, an aggregate of a number of shares of TLG common stock up to the Maximum Number of Shares as set forth in the Forward Purchase Agreement (the “Subscribed Shares”) less the number of Recycled Shares, as defined in the Forward Purchase Agreement, provided, however, that Meteora shall not be required to purchase an amount of shares of TLG common stock, such that following the issuance of the Subscribed Shares, its ownership would not exceed 9.9% ownership of the total shares of TLG common stock outstanding immediately after giving effect to such issuance unless Meteora at its sole discretion waives such 9.9% ownership limitation. As described in Note 9, on July 31, 2023, 251,194 additional shares of Electriq common stock were issued to Seller at approximately $10.00 per share pursuant to the terms of a subscription agreement entered into at Closing in connection with the FPA Funding Amount PIPE Subscription Agreement. Upon the completion of the Business Combination, the remaining $1.5 million of working capital loans were converted into 1,000,000 warrants at $1.50 per share with terms identical to the terms of the Sponsor IPO Private Placement Warrants. In addition, the Company issued 50,000 shares of cumulative redeemable Series A preferred stock to certain stockholders subject to the Non-Redemption Agreement and 378,318 shares of cumulative redeemable Series A preferred stock to reflect the Working Capital Loan Conversion. The shares of Electriq preferred stock issued in connection with the Financing Transactions have been reflected in the condensed consolidated balance sheet as liabilities at fair value pursuant to ASC 480. The carrying value of the Electriq preferred stock is accreted to its redemption value over the three-year period ending in the redemption date. The Company utilized a third-party valuation specialist to determine the fair value of the 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. The 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. In addition, an additional $40,072,106 of Electriq Class A common stock subject to forward purchase contract (and classified as mezzanine equity) was recorded at the Closing Date of the Business Combination to reflect Meteora’s purchase of 3,534,492 shares of TLG Common Stock at approximately $10.63 per share and 251,194 additional shares of TLG at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement. These shares are classified as mezzanine equity on the balance sheet, as they are contingently redeemable upon the occurrence of certain events not solely within the control of the Company that allow for the effective redemption of such shares in cash at the option of Meteora. The following table reflects the preliminary accounting of the net assets acquired and liabilities assumed in exchange for common stock in connection with the Business Combination: TLG cash balance at Closing Date of Business Combination, including reclassification of TLG cash held in trust, prior to merger related transactions $ 84,471,539 Plus: Proceeds from Meteora’s purchase of 3,534,492 TLG common stock at approximately $10.63 per share and 251,194 additional shares at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement 40,072,106 Less: Redemption of approximately 97.3% or 7,736,608 shares of TLG common stock at approximately $10.63 per share (82,220,659) Less: Net cash payment to Meteora at Closing Date (including $0.2 million of equity issuance costs associated with the Forward Purchase Agreement) (37,261,790) Less: TLG pre-close transaction costs paid at Closing Date (5,059,376) Net cash acquired in business combination 1,820 Less: Assumed liabilities at Closing Date (6,646,468) Less: Cumulative mandatorily redeemable preferred stock incentive shares issued on redemptions and conversion of working capital loan (4,186,797) Less: Adjustment of acquired private placement warrants to FV at Closing Date, plus new private placement warrants issued on conversion of working capital loan (10,160,000) Less: Contingently redeemable common shares purchased by Meteora to reverse previously submitted redemption requests pursuant to terms of Forward Purchase Agreement and additional common shares issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement (40,072,106) Less: Equity issuance costs on Forward Purchase Agreement (594,040) Less: Equity classified public warrants post-Business Combination (1,600,000) Net charge to Additional paid-in-capital as a result of the Business Combination reported in Stockholders' deficit $ (63,257,591) The Company continues to assess its acquired assets and assumed liabilities as of the filing date. The Company’s fiscal year begins on January 1 and ends on December 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (Restated) Basis of Reporting 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 nine months ended September 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 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, included in Form S-1 which was determined effective on November 13, 2023, and should be read in conjunction with the Notes to condensed consolidated financial statements which appear therein. 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. Restatement On December 8, 2023, the Company received information related to an interpretation of the staff of the U.S. Securities and Exchange Commission (“SEC”) that the Company understands is applicable to SPAC-related companies that have entered into “forward purchase agreements,” “pre-paid forward transactions,” and/or “backstop agreements” (collectively, “Purchase Agreements”). The interpretation relates to the accounting and reporting for certain Purchase Agreements for which the repurchase price has been partially prepaid; in particular, that the prepayment amount may not be reported as an asset. The Company reviewed its prior interpretation of the accounting guidance applicable to certain elements of the Forward Purchase Agreement (“FPA”) and determined the prepayment amount of $37,072,106, previously recorded as part of a net forward purchase contract asset in the condensed consolidated balance sheet, should be reclassified to the equity section of the condensed consolidated balance sheet, and the remaining liability balance associated with the FPA, including the in-substance written put option, the maturity consideration and the share consideration, should be reflected in current liabilities in our condensed consolidated balance sheet, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. The fair value of the forward purchase contract derivative liability as of September 30, 2023 was $34,970,682. The difference of $2,101,424 was previously recorded net as a forward purchase contract asset within total current assets in the Company’s condensed consolidated balance sheet, but should instead be reported on a gross basis. In accordance with ASC 250, Accounting Changes and Error Corrections, Electriq also evaluated the materiality of the errors to the Company’s previously filed financial statements for the third quarter of 2023. Considering both quantitative and qualitative factors, the Company determined that the related impact was material to the previously filed condensed consolidated financial statements as of and for the period ended September 30, 2023, and restated and reissued these financial statements. Description of Error Corrected The previously reported amount prepaid to the Seller associated with the FPA of $37,072,106, as described in Note 1, Organization and Description of Business, Note 2, Summary of Significant Accounting Policies, and Note 12, Fair Value, was incorrectly classified as an asset instead of as an equity transaction. Additionally, the forward purchase contract derivative liability was incorrectly netted with the amount prepaid to the Seller and was presented as a net asset, instead of being separately presented as a liability. These errors impacted total current assets, the forward purchase contract derivative liability included in total current liabilities, and additional paid-in capital in the condensed consolidated balances sheet as of September 30, 2023, as well as the related footnote disclosures within Note 1, Organization and Description of Business, Note 2, Summary of Significant Accounting Policies, Note 12, Fair Value and Note 14, Subsequent Events. The effect of the correction of the error noted above on the relevant financial statement line items is as follows: As of September 30, 2023 As previously reported Reclassifications As restated Condensed Consolidated Balance Sheet Forward purchase contract asset $ 2,101,424 $ (2,101,424) $ — Total current assets $ 32,493,030 $ (2,101,424) $ 30,391,606 Total assets $ 37,701,915 $ (2,101,424) $ 35,600,491 Forward purchase contract derivative liability $ — $ 34,970,682 $ 34,970,682 Total current liabilities $ 13,447,872 $ 34,970,682 $ 48,418,554 Total liabilities $ 40,558,103 $ 34,970,682 $ 75,528,785 Additional paid-in capital $ 76,075,014 $ (37,072,106) $ 39,002,908 Total stockholders’ deficit $ (42,379,699) $ (37,072,106) $ (79,451,805) Total liabilities, mezzanine equity and stockholders’ deficit $ 37,701,915 $ (2,101,424) $ 35,600,491 Condensed Consolidated Statement of Changes in Stockholders’ Deficit Issuance of common stock in connection with the Business Combination, net $ (26,185,485) $ (37,072,106) $ (63,257,591) Additional paid-in capital $ 76,075,014 $ (37,072,106) $ 39,002,908 Total stockholders’ deficit $ (42,379,699) $ (37,072,106) $ (79,451,805) 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 September 30, 2023, the Company has incurred recurring losses from operations and negative operating cash flows, and as of September 30, 2023 has recorded an accumulated deficit of $118,458,233. As disclosed in Note 7, in December 2022, the Company received a notice from its major customer, Kohler Co. (“White-Label Provider”), of its intent to terminate its contract. 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 nine months ended September 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 for its future operations. These strategies include, but are not limited to, obtaining equity financing, issuing debt or entering into financing arrangements, and as reflected in Note 1, funds that were received as part of the Pre-Closing and Closing Financings and Notes Conversion Agreements associated with the Business Combination . The Company’s ability to raise additional capital through the sale of equity or convertible debt securities could be significantly impacted by the resale of shares of Class A common stock by selling securityholders, which could result in a significant decline in the trading price of the Company’s Class A common stock and potentially hinder its ability to raise capital at terms that are acceptable. In addition, debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our operations. 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; inventory; stock-based compensation; warrants; derivatives; preferred stock; Forward Purchase Agreement; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties. Trade Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that the Company believes will be adequate to absorb estimated losses on existing balances. The Company 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 the Company’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 $40,449 and $30,429 as of September 30, 2023 and December 31, 2022, respectively. The Company did not record any net charges in the provision for expected credit losses or any write-offs against the allowance during the three months ended September 30, 2023. The Company recorded a net charge in the provision for expected credit losses and write-offs charged against the allowance of $10,020 and zero, respectively, in the nine months ended September 30, 2023. The Company recorded net charges in the provision for expected credit losses of $72,791 in both the three and nine months ended September 30, 2022, and write-offs charged against the allowance of $89,196 and $263,784, respectively, in the three and nine months ended September 30, 2022. Customary terms generally require payment within 30 to 90 days and, for certain customers, deposits may be required in advance of shipment. 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 nine months ended September 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 nine months ended September 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. 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 three months ended September 30, 2023 and 2022, the Company incurred $6,645 and $9,970, respectively, and during the nine months ended September 30, 2023 and 2022, the Company incurred $16,181 and $29,435, respectively, which is recorded in general and administrative in the condensed consolidated statements of operations. Advertising The Company charges the cost of advertising to expense as incurred. During the three months ended September 30, 2023 and 2022, the Company incurred $440,618 and $148,215, respectively, and during the nine months ended September 30, 2023 and 2022, the Company incurred $1,122,791 and $628,826, respectively, which is recorded in sales and marketing in the condensed 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 September 30, 2023 and December 31, 2022, the Company had two customers accounting for 70% and 19% of accounts receivable, and three customers accounting for 30%, 27% and 20% of accounts receivable, respectively. For the nine months ended September 30, 2023 and 2022, the Company had two customers accounting for 58% and 19% of its revenue, and one customer accounting for 90% of its revenue, respectively. On December 12, 2022, a customer, which accounted for 87% of the Company’s revenue for the year ended December 31, 2022, provided notice of its intent to terminate the contract claiming the Company breached its agreement with them. On May 19, 2023, the Company entered into a settlement with the customer. As a result, the Company experienced a significant decline in revenue during the three and nine months ended September 30, 2023, which is consistent with its revised forecast for the year ending December 31, 2023. 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 condensed consolidated statements of operations. 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 and the forward purchase contract derivative liability. See Note 12. 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 Warrants Liability 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 reassessed at the end of each reporting period. The preferred stock warrants were for contingently redeemable preferred stock, and as such, the preferred stock warrants were classified as a liability in warrants liability in the condensed consolidated balance sheets. The common stock warrants were legally detachable, transferable, and exercisable into a variable number of shares, and as such were classified as a liability in warrants liability in the condensed consolidated balance sheets. The warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in unrealized fair value adjustments in the condensed consolidated statements of operations. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants failed the indexation guidance in ASC 815-40. Provisions within the warrant agreement preclude the Private Placement Warrants from being considered indexed to the Company’s own stock, and thus the Private Placement Warrants are classified as a liability measured at fair value. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and remeasures to fair value at each reporting period. Changes in fair value are recognized in the Company’s condensed consolidated statements of operations. The Company’s Private Placement Warrants have been measured to fair value using the option-pricing method. See Note 11. De rivative 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. As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further the Company notes that there are no settlement features that otherwise preclude the public warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under ASC 815-40-25 post-merger. Therefore, Electriq has presented these public warrants as equity classified instruments. Forward Purchase Contract Derivative Liability The Company accounts for the forward purchase contract derivative liability as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the statements of operations. See Note 12. The ability of the Company to receive any of the proceeds from the forward purchase contract is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract derivative liability on the Closing Date of the Business Combination. The estimated fair value of the forward purchase contract derivative liability 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 a peer group of similar public companies. Forward purchase contract derivative liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. Contingently Redeemable Class A Common Stock The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Company’s Class A common stock is classified as mezzanine equity as it features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of September 30, 2023 and December 31, 2022, 3,734,062 and zero, respectively, shares of Class A common stock subject to possible redemption is presented at redemption value as mezzanine equity. See Note 9. 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 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. 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 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 prior to the completion of the Business Combination, 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. Subsequent to the Closing Date, the closing price of ELIQ on the date of grant is utilized for the measurement of stock compensation expense. A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant. 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: Depreciation Method Estimated useful lives of assets 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 condensed consolidated statements of operations. 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 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. SAFE notes During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes were not mandatorily redeemable, nor did 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 have required 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-measured 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 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s net revenue was comprised of the following: Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Product net revenue $ 824,527 $ 5,988,248 $ 1,009,472 $ 15,334,583 Service net revenue 9,735 — 9,735 — Total net revenue $ 834,262 $ 5,988,248 $ 1,019,207 $ 15,334,583 For the three and nine months ended September 30, 2023 and 2022, all sales were to customers in North America. As of September 30, 2023 and December 31, 2022, gross accounts receivable from customers was $412,372 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 September 30, 2023 and December 31, 2022, the Company had recorded $325,993 and $192,012, respectively, in accrued expenses and other current liabilities, with the long-term balance of $340,725 and $436,860 as of September 30, 2023 and December 31, 2022, respectively, 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 nine months ended September 30: 2023 2022 Balance at beginning of period $ 628,872 $ 446,360 Billings 1,057,053 15,517,008 Revenue recognized (1,019,207) (15,334,583) Balance at end of period $ 666,718 $ 628,785 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 $ 296,788 2024 38,940 2025 38,940 2026 38,940 2027 38,940 Thereafter 214,170 Total deferred revenue $ 666,718 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 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: September 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 686,771 523,050 Leasehold improvements 105,613 105,614 Construction in progress 985,050 737,131 Total property and equipment 2,090,005 1,659,366 Less accumulated depreciation and amortization (359,335) (237,073) Property and equipment, net $ 1,730,670 $ 1,422,293 |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness a. Convertible Notes Payable 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 September 30, 2023 and December 31, 2022, the balance was zero 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 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 $8,500,000, 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 $8,500,000. The initial $5,000,000 funding under the SPA was received on December 30, 2022. The remaining $3,500,000 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 were secured, and were payable in full 24 months following the issuance of the notes. On June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties 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 were automatically converted into securities of the new public entity, upon which the SPA and the SPAC Executive Notes were terminated including any rights of conversion set forth therein, and cancelled. The $8,500,000 in principal outstanding on the SPAC Executive Notes immediately prior to the close of the Business Combination automatically converted into 1,062,500 shares of Class A common stock and 425,000 shares of Series A cumulative mandatorily redeemable preferred stock simultaneously at the Closing Date, and all accrued interest due on the SPAC Executive Notes was paid prior to the Closing Date. On June 8, 2023, additional Notes Conversion Agreements were executed between the Company and various noteholders whereby the noteholders agreed that the 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 $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 1,266,250 shares of common stock, including additional shares of Electriq common stock issued to noteholders as an incentive to convert, and 506,500 shares of cumulative mandatorily redeemable preferred stock issued as an incentive prior to Closing, as converted at the Exchange Ratio used in connection with the Business Combination. See also Note 8. The Company determined the total fair value received of $21,130,000 of funds received in June 2023 for the Pre-Closing Financings of $11,000,000 and Notes Conversion Agreements of $10,130,000 for each transaction was equivalent to the cash amount paid by the investors in exchange for the stock. 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 $3,407,692, plus accrued interest, were repaid to noteholders that elected not to convert their respective notes. As of September 30, 2023, there was no remaining outstanding debt. All prior outstanding loans payable of $11,200,000 were either converted or repaid during June 2023. The $8,500,000 in convertible SPAC Executive Notes were converted into securities of Electriq at the Closing Date of the Business Combination. 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-measured 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 $10,322,272 and $26,812,272 for the three and nine months ended September 30, 2023, respectively. At the Closing Date of the Business Combination, all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in Electriq at a fair value of approximately $6.06 per share, which was closing price per share at the at the Closing Date of the Business Combination. The decrease in the fair value of SAFE notes at the close of the Business Combination were primarily the result of the decrease in the fair value of equity based on TLG proceeds to existing Electriq stockholders (excluding cumulative mandatorily redeemable preferred stock and common stock financings) of $275 million, 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: September 30, 2023 December 31, 2022 Term — 0.3 - 2.0 years Risk-free interest rate — 4.36% - 4.67% Volatility — 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 September 30, 2023 and December 31, 2022, the fair value of the SAFE notes were zero and $22,750,000, respectively. For the three months ended September 30, 2023 and 2022, the Company recorded a gain of $3,504,513 and a loss of $2,406,000, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $11,584,513 and a loss of $10,537,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. At the Closing Date, the fair value of these SAFE notes of $11,165,487 was converted into 1,842,490 shares of Class A common stock. 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 September 30, 2023 and December 31, 2022, the fair value of the SAFE notes were zero and $28,850,000, respectively. For the three months ended September 30, 2023 and 2022, the Company recorded a gain of $6,817,759 and a loss of $3,176,000, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $15,227,759 and a loss of $11,324,000, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for these SAFE notes. At the Closing Date of the merger, the fair value of these SAFE notes of $13,622,241 was converted into 2,247,894 shares of Class A common stock. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 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: September 30, December 31, 2023 2022 Warranty reserve $ 551,105 $ 832,283 Deferred revenue 325,993 192,012 Accrued interest — 1,961,477 Lease liability 718,027 347,131 Other accrued expenses and current liabilities 699,871 1,863,529 Accrued expenses and other current liabilities $ 2,294,996 $ 5,196,432 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 nine months ended September 30: 2023 2022 Balance at the beginning of period $ 832,283 $ 1,029,862 Provision for warranty expense 19,785 307,732 Warranty costs paid (300,963) (481,819) Balance at end of period $ 551,105 $ 855,775 The provision for warranty expense is included within cost of goods sold in the condensed consolidated statements of operations. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 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 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 September 30, 2023, the weighted average remaining lease term for all leases was 3.4 years. Future annual minimum lease payments under operating leases as of September 30, 2023 were as follows : Balance of 2023 $ 276,635 2024 1,246,533 2025 1,285,664 2026 771,571 2027 420,362 Total minimum payments 4,000,765 Less: amounts representing interest 1,025,601 Lease liability $ 2,975,164 The Company has reported $3,346,958 of ROU assets, $718,027 of lease liability in total 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. 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 received 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 were returned to the Company on an as-is basis, and shipping costs were split equally between the parties to the arrangement. The Company completed the removal of the units from the White-Label Provider’s leased facility in July 2023. This settlement agreement was accounted for as a gain contingency under ASC 450. Accordingly, the Company recorded a gain on settlement of $5,641,658 within Other (income) expense, net in its condensed consolidated statements of operations for the three months ended September 30, 2023 upon receipt of the inventory units returned from the White-Label Provider, as that is the earliest point in time when the settlement gain is realizable or realized. Inventory returned from the White-Label Provider is valued at its estimated fair value of $6,190,074, which reflects the price that a market participant could achieve in a current sale, as adjusted for costs to repurpose, ship, and store such returned assets, and reduced by a $646,508 reserve for estimated inventory obsolescence associated with the returned inventory. The net gain recorded on settlement included a $98,092 reduction in the Company’s deferred revenues, as there is no future performance obligation to service the inventory units returned. Associated with the settlement with the White-Label Provider, during the three and nine months ended September 30, 2023, the Company wrote-off $2,383,408 and $5,040,689 of specific White-Label Provider related inventory deposits, respectively. There was a charge to other (income) expense, net, of $2,657,281 during the three months ended June 30, 2023, as when the inventory was initially scheduled for return from the White-Label Provider in July 2023, the Company would no longer be able to utilize the deposits which triggered the write-off upon the execution of the settlement agreement. In connection with the final settlement upon receipt of the inventory units in July 2023, an additional $2,383,408 of inventory deposits were identified to be unusable and written off during the three months ended September 30, 2023. Total net gain on settlement with the White-Label Provider, net of inventory deposits written off, amounted to $3,258,250 and $600,969 for the three and nine months ended September 30, 2023, respectively, that was reflected within Other (income) expense, net in the Company’s condensed consolidated statements of operations. As of September 30, 2023, aside from the settlement with the White-Label Provider, management believes any such matters would not be material to the Company’s financial position or results of operations. |
Cumulative Mandatorily Redeemab
Cumulative Mandatorily Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Cumulative Mandatorily Redeemable Preferred Stock | Cumulative Mandatorily Redeemable Preferred Stock In connection with the Business Combination described in Note 1, Electriq amended and restated its charter and bylaws and adopted a certificate of designation with respect to a series of preferred stock. Electriq’s authorized capital stock consists of (i) 500,000,000 shares of common stock, par value $0.0001 per share, and (ii) 30,000,000 shares of preferred stock, par value $0.0001 per share. Upon issuance of this new class of cumulative mandatorily redeemable preferred stock, shares issued are classified as a liability in accordance with ASC 480. As described in Note 1, at the 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 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. Upon conversion in the Merger, the shares of Electriq cumulative redeemable Series B preferred stock received as an incentive converted into shares of TLG cumulative redeemable Series A preferred stock (hereinafter referred to as “cumulative mandatorily redeemable preferred stock”). 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 $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), resulted in the issuance of 506,500 shares of cumulative mandatorily redeemable preferred stock as an incentive prior to closing the Business Combination. As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18,100,000 of Pre-Closing Financings, a total of $11,000,000 of Pre-Closing Financings was received through June 30, 2023 and an additional $7,100,000 was funded in July 2023. The total of $18,100,000 of Pre-Closing Financings funded prior to the merger Closing Date resulted in the issuance of 905,000 shares of cumulative mandatorily redeemable preferred stock that were issued as an incentive prior to Closing. As disclosed in Note 1, in June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6,500,000, and received, as an incentive for their investment, 325,000 shares of cumulative mandatorily redeemable preferred stock at the Closing Date. As disclosed in Notes 1 and 5, Mr. Lawrie signed an agreement on June 8, 2023 to convert his two secured convertible promissory notes in the aggregate amount of $8,500,000 into 1,062,500 shares of TLG common stock and 425,000 shares of cumulative mandatorily redeemable preferred stock. As disclosed in Note 1, TLG Operating Expenses totaling $9,066,350 were converted into 756,635 shares of TLG common stock, 378,318 of cumulative mandatorily redeemable preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. In addition, at Closin g, the Company issued 50,000 shares of cumulative mandatorily redeemable preferred stock to certain stockholders subject to the Non-Redemption Agreement. As of September 30, 2023, there were a total of 2,589,818 shares of cumulative mandatorily redeemable preferred stock outstanding. The Company determined the total fair value received for each transaction to be the cash amount paid by the investors, the total amounts of notes converted or TLG operating expenses converted, in exchange for the stock. The Company utilized a third-party valuation specialist to determine the fair value of the cumulative mandatorily redeemable 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. The Company allocated the fair value to the cumulative mandatorily redeemable 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 preferred stock from the total fair value received. The shares of cumulative mandatorily redeemable 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 preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such 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 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 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 preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue price, which was defined as $10 per share after application of the Exchange Ratio. The 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 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 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 preferred stock shall be subject to mandatory redemption upon the date which is the third anniversary of the cumulative mandatorily redeemable preferred stock original issue date (“Mandatory Redemption Date”). On the Mandatory Redemption Date, each share (or fractional share) of cumulative mandatorily redeemable preferred stock (including shares of cumulative mandatorily redeemable preferred stock issued in payment of or payable in respect of 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 redemption amount, which is the original issue price plus any 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 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 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 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 preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable 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 preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative mandatorily redeemable 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 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 Preferred stock issued prior to September 30, 2023 was $20,146,189 and was net of an initial discount of $5,751,986. For the three and nine months ended September 30, 2023, total interest expense recorded to increase the carrying value of the cumulative mandatorily redeemable preferred stock liability was $1,192,041 and $1,319,145, respectively, comprised of $814,359 and $895,505 of the 15% Preferred Accruing Dividends, respectively, and $377,682 and $423,640 of accretion of discount, respectively. As of September 30, 2023, the carrying value of the cumulative mandatorily redeemable preferred stock liability was $21,465,334, including the cumulative original issuance price of $20,146,189 plus cumulative Accruing Dividends and accretion of discount of $895,505 and $423,640, respectively. |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine Equity The Business Combination described in Note 1 included the conversion of legacy Electriq pre-2023 preferred stock into 20,064,970 shares of TLG common stock on the Closing Date and such securities were considered fully exercised. Prior to the Business Combination, p re-2023 preferred stock had been classified in mezzanine equity, as pre-2023 preferred stockholders could have forced 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. The reverse merger is being accounted for as a reverse recapitalization, and is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company issuing shares for the net monetary assets of the SPAC, followed by a recapitalization. The recapitalization resulted in a retroactive increase in TLG common stock outstanding of 20,064,970 shares upon the retroactive conversion of pre-2023 seed preferred shares outstanding at the Exchange Ratio, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred stock. After giving effect of the reverse recapitalization upon the execution of the Business Combination, there was no remaining pre-2023 preferred stock classified in the condensed consolidated statements of changes in mezzanine equity. Forward Purchase Agreement As described in Note 1, on July 23, 2023, TLG and Electriq entered into a Forward Purchase Agreement with the 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 recycled TLG common stock from third parties at approximately $10.63 per share through a broker in the open market and on July 31, 2023, 251,194 additional shares of Electriq common stock were issued to Seller at approximately $10.00 per share pursuant to the terms of a subscription agreement entered into at Closing in connection with the FPA Funding Amount PIPE Subscription Agreement for $40,072,106 to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement. These shares are classified as mezzanine equity in the balance sheet as they are contingently redeemable upon the occurrence of certain events not solely within the control of the Company that allow for the effective redemption of such shares in cash at the option of Meteora (the Seller). As of September 30, 2023, Seller has submitted Shortfall Sale notices totaling 51,624 shares that it sold through that date. Total shares that remain contingently redeemable have been reduced by the shares sold to date by the Seller, resulting in a reclassification of shares and associated additional paid-in-capital totaling $548,595 from temporary (mezzanine) equity to permanent equity. As of September 30, 2023 and December 31, 2022, as adjusted for the retroactive application of recapitalization and the reclassification to permanent equity for the reduction in shares remaining subject to contingent redemptions, the Company has recorded mezzanine equity at historical cost, which was $39,523,511 and zero, respectively. The fair value of mezzanine equity was calculated based on the closing stock price of ELIQ on the reporting date (Level 1), and as of September 30, 2023 and December 31, 2022, the fair value of mezzanine equity was estimated to be $6,571,949 and zero, respectively. Pre-2023 Preferred Stock During the three and nine months ended September 30, 2023, no preferred stock warrants were exercised. During the three and nine months ended September 30, 2022, preferred stock warrants were exercised and 612,693 common shares were retroactively issued, as converted from pre-2023 preferred stock at the Exchange Ratio, 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. a. Dividends The holders of pre-2023 preferred stock were entitled to dividends, which accumulated 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 $1.54 per share of pre-2023 Seed Preferred, approximately $0.30 per share of pre-2023 Seed-1 Preferred, and approximately $0.61 per share of pre-2023 Seed-2 Preferred, as converted at the Exchange Ratio, and (ii) the amount of any previously accumulated and compounded dividends on such share. Dividends on pre-2023 preferred stock were only payable when declared by the Company’s Board of Directors, a dividend on common stock was declared, or conversion of the underlying pre-2023 preferred stock to common stock. During the three months ended September 30, 2023 and 2022, dividends in the amount of $45,803 and $451,895, respectively, were accumulated. During the nine months ended September 30, 2023 and 2022, dividends in the amount of $978,752 and $1,283,334, respectively, were accumulated. At the Closing Date of the Business Combination, the cumulative accumulated dividends of $5,645,415, which are not recognized in the condensed consolidated statements of changes in stockholders’ deficit, and condensed consolidated balance sheets, were converted into 529,442 shares of Class A common stock at the Exchange Ratio. See Note 14 for a description of additional shares of Class A common stock issued to account for compounding interest on dividends associated with pre-2023 preferred stock that was converted to shares of Class A common stock. b. Optional Conversion |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit Retroactive Conversion of Shares due to Business Combination Pursuant to the recapitalization, par value, of $0.0001 per share, was adjusted to reflect the historical equity balances of the Company’s legal acquirer, TLG, with the difference in par value from its historical presentation being reflected in additional paid-in capital, and historical accumulated deficit balances presented are those of the accounting acquirer, Legacy Electriq, in the Company’s condensed consolidated balance sheets. The recapitalization resulted in the following retroactive conversions of common shares outstanding due to the Business Combination as of: Shares of common stock outstanding December 31, 2022 December 31, 2021 As previously reported 242,302,003 217,588,804 Retroactive application of recapitalization: Reversal of shares, as previously reported (242,302,003) (217,588,804) Recapitalization of common shares outstanding at Exchange Ratio 1,837,507 1,650,094 Conversion of pre-2023 preferred stock outstanding at Exchange Ratio 16,537,692 15,924,999 Additional common shares issued on pre-2023 preferred stock after applying an anti-dilution factor 2,997,836 2,821,323 As converted 21,373,035 20,396,416 a. Common Stock In connection with the Business Combination described in Note 1, Electriq amended and restated its charter and bylaws and adopted a certificate of designation with respect to a series of preferred stock. Electriq’s authorized capital stock includes 500,000,000 shares of common stock, par value $0.0001 per share. 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 $10,130,000 of loans payable, including accrued interest (exclusive of the SPAC Executive Notes), which resulted in the issuance of 1,266,250 shares of Electriq common stock, as converted at the Exchange Ratio, including 253,250 shares of common stock issued as an incentive prior to Closing. Further, on June 8, 2023, a Notes Conversion Agreement was executed by and among the Company, TLG and the SPAC Executive whereby the parties agreed that simultaneous with the closing of the Business Combination, the SPAC Executive Notes were automatically converted into securities of the new public entity, upon which the SPA and the SPAC Executive Notes were terminated including any rights of conversion set forth therein, and cancelled. The $8,500,000 in principal outstanding on the SPAC Executive Notes immediately prior to the close of the Merger Agreement automatically converted into 1,062,500 shares of Class A common stock, including 212,500 shares of common stock issued as an incentive at the Closing Date, and all accrued interest on the SPAC Executive Notes were paid prior to the Closing Date. As disclosed in Note 1, with respect to subscription agreements signed in June 2023, including the $18,100,000 of Pre-Closing Financings, a total of $11,000,000 of Pre-Closing Financings was received through June 30, 2023 and the remaining $7,100,000 of Pre-Closing Financings was received in July 2023. This resulted in the issuance of an additional 2,262,500 shares of Electriq common stock, as converted at the Exchange Ratio, including 452,500 shares of common stock issued as an incentive prior to Closing. Further, in June and July 2023, certain investors entered into subscription agreements with TLG to purchase 650,000 shares of TLG common stock for $6,500,000 of Closing Financings, which was received on the Closing Date. As disclosed in Note 1, the Sponsor Amendment provided that Sponsor would convert all Working Capital Loans into shares of TLG common stock, TLG preferred stock and warrants at Closing. At Closing, TLG Operating Expenses totaling $9,066,350, including $7,202,350 in Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. 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, the total amounts of notes converted or TLG operating expenses converted, 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 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 preferred stock per share. The Company allocated the fair value to the cumulative mandatorily redeemable 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 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. As described in Notes 1 and 9, the reverse merger is being accounted for as a reverse recapitalization, and is accounted for as the equivalent of a capital transaction in which Electriq, the accounting acquirer, is issuing stock for the net assets of TLG, and is considered to be the equivalent of the operating company issuing shares for the net monetary assets of the SPAC, followed by a recapitalization. The recapitalization resulted in a retroactive increase in TLG common stock outstanding of 20,064,970 shares of TLG common stock upon the retroactive conversion of pre-2023 seed preferred shares outstanding at the Exchange Ratio, including additional shares issued as a result of applying an anti-dilution factor and the conversion of accumulated dividends on pre-2023 seed preferred. As described in Notes 1 and 5, at the merger Closing Date, all outstanding SAFE notes were converted into 4,090,384 shares of Class A common stock in the newly merged public entity at a fair value of approximately $6.06 per share at the Closing Date. As described in Note 11, outstanding Electriq warrants immediately prior to the merger Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock. The warrants were exchanged on a cashless basis. The difference between the fair value of the warrants at the transaction date, which equaled the conversion price, and the historical carrying value of the warrants has been reflected in accumulated deficit. Finally, as disclosed in Note 1, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at Closing, the Sponsor relinquished and cancelled, for no consideration, an additional 3,270,652 shares of its TLG Class F common stock. Immediately prior to the Closing Date of the merger, TLG had 5,000,000 shares of its TLG Class F common stock issued and outstanding. Upon completion of the Business Combination, 1,729,348 former shares of Class F Common Stock were recapitalized as Class A common stock in New Electriq. Further, the non-redemption of 211,797 shares of TLG common stock also resulted in an increase in shares of New Electriq common stock immediately after the Closing Date. Immediately prior to the Closing Date, there were 7,948,405 of Class A TLG common stock subject to possible redemption As described in Note 1, Stockholders holding 7,736,608 of TLG’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in TLG’s trust account at the Closing Date. Immediately after giving effect to the Business Combination, there were 38,120,937 issued and outstanding shares of common stock and there is only one class, Class A, of common stock outstanding in ELIQ as of the Closing Date. Common stock, issued and outstanding was 38,020,283 and 21,373,035 shares as of September 30, 2023 and December 31, 2022, respectively, excluding 3,734,062 and zero shares that are contingently redeemable and classified in mezzanine equity. b. Restricted Stock Awards A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant. In connection with the Business Combination, the Company adopted the Electriq Power Holdings, Inc. 2023 Equity Incentive Plan in order to facilitate the grant of equity awards to attract, retain and incentivize employees (including the named executive officers), independent contractors and directors of Electriq and its affiliates, which is essential to Electriq’s long-term success. Persons eligible to participate in the 2023 Equity Incentive Plan will be officers, employees, non-employee directors and consultants of Electriq and its subsidiaries as selected from time to time by the plan administrator in its discretion. The Equity Incentive Plan will continue in effect for a term of ten years. Subject to the adjustment provisions contained in the 2023 Equity Incentive Plan, the number of shares of Class A common stock subject to awards that may initially be granted under the 2023 Equity Incentive Plan will be equal to ten percent (10%) of the aggregate number of shares of Class A common stock issued and outstanding on a fully diluted basis immediately after the Closing (after giving effect to the Redemption Rights). Shares issuable under the 2023 Equity Incentive Plan may be authorized, but unissued, or reacquired shares of Class A common stock. Shares underlying any awards under the 2023 Equity Incentive Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will again be available for issuance under the Equity Incentive Plan. The initial 2023 equity incentive plan pool reflected a reserve of 6,460,874 of issuable shares of Class A common stock as of the Closing Date. On August 22, 2023, the Company granted 3,616,360 restricted stock awards with a cumulative grant date fair value of $5,677,685, or $1.57 per share, to directors, officers and key employees. Stock compensation expense will be recognized over the three year service period and we recognize forfeitures as they occur. For both the three and nine months ended September 30, 2023, the Company recognized $207,404 of stock compensation expense on restricted stock awards, and is included in general and administrative in the condensed consolidated statements of operations. As of September 30, 2023, an aggregate of 3,616,360 restricted stock awards have been granted under the 2023 equity incentive plan, and an aggregate total of 2,844,514 shares are still available to be granted under the plan. c. Stock Options As disclosed in Note 1, 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. Share values outlined below were retroactively converted at the Exchange Ratio. 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 2,737,030 shares to be issued. The plan shall terminate ten years after the plan’s adoption by the Board of Directors. As noted above, 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 TLG Class A common stock. As of September 30, 2023, an aggregate of 3,146,295 stock options were granted to date, 435,409 shares have been forfeited or expired to date and are included in the shares available to be granted and an aggregate total of 44,947 shares are still available to be granted under the plan. During the nine months ended September 30, 2023 and 2022, the Board of Directors approved the grant of 41,709 and 548,343 stock options, respectively, to the Company’s employees, executives and consultants valued at $317,270 and $5,822,549, respectively, or an average of $7.61 and $10.62 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 nine months of: 2023 2022 Risk-free interest rate 3.53%—4.27% 1.43%—3.88% Expected term (years) 6.25 5.21 - 6.25 Expected volatility 71.52% - 71.65% 71.65% - 73.53% Expected dividends — — The following table summarizes the stock option activity for the nine months ended September 30, 2023: Number of Options Weighted Weighted Average Outstanding at December 31, 2022 1,151,710 $ 0.84 8.8 Grants 41,709 $ 9.23 10.0 Exercised (64,860) $ 0.86 8.8 Forfeited (41,828) $ 1.19 8.5 Outstanding at September 30, 2023 1,086,731 $ 1.15 8.1 The following table presents information relating to stock options as of September 30, 2023: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0132 7,394 3.0 7,394 3.0 $0.527 120,370 6.6 101,640 6.5 $0.791 498,972 7.7 441,464 7.7 $0.9362 416,390 9.0 336,634 9.0 $9.23 43,605 9.6 — — Totals 1,086,731 7.8 887,132 8.0 As of September 30, 2023, 139,637 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 September 30, 2023 would be $111,063. As of September 30, 2023 and December 31, 2022, there were 344,285 and 801,102 unvested shares, respectively, with a weighted average grant date fair value of $7.26 and $8.65 per share, respectively. The stock-based compensation expense related to option grants was $285,713 and $287,430 during the three months ended September 30, 2023 and 2022, respectively, and $3,081,964 and $765,257 during the nine months ended September 30, 2023 and 2022, respectively, and is included in general and administrative in the condensed consolidated statements of operations. As of September 30, 2023, the remaining stock-based compensation expense related to unvested option grants was $1,963,762, which is expected to be recognized over a weighted average remaining period of 2.8 years. As of September 30, 2023 and December 31, 2022, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $661,940 and $14,319,711, respectively, and $843,193 and $6,662,522, respectively. For the nine months ended September 30, 2023, the total intrinsic value of the stock options exercised was $537,764. Effective until the merger Closing Date, the Company and its Chief Executive Officer (“CEO”) had an agreement whereby the CEO was protected from dilution arising from the issuance of stock or convertible loans. The CEO’s ownership percentage was to remain at 6%. As of the Closing Date, all required shares had been issued to the CEO in accordance with this agreement. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Warrants The Company uses the guidance in ASC 480 to determine its accounting for warrants. Outstanding legacy Electriq common stock warrants immediately prior to the merger Closing Date with a fair value of $2,185,254 were exchanged into 360,603 shares of Class A common stock. The warrants were exchanged on a cashless basis. The difference between the fair value of the warrants at the transaction date, which equaled the conversion price, and the historical carrying value of the warrants has been reflected in accumulated deficit. The valuation of the legacy Electriq warrant liabilities, both preferred stock warrants and common stock warrants, was made using the option-pricing method and the following assumptions as of September 30: 2023 2022 Term — 0.6 - 2.0 years Risk-free interest rate — 2.5% - 4.2% Volatility — 90% - 100% a. Common Stock Legacy common stock warrants allowed the holder to purchase common stock. The common stock warrants were classified as liabilities under ASC 480 as they had 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 were exercisable any time after issuance and had a life of 2 years from the date of issuance. These warrants provided 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 each reporting period, with changes in fair value reported in operations. As of September 30, 2023 and December 31, 2022, the fair value of the common stock warrants was zero and $14,114,411, respectively. Decrease in the fair value of warrants to purchase shares of common stock as of the Closing Date, immediately prior to the conversion of the warrants into shares of Class A common stock, was primarily the result of the fair value of equity in an IPO scenario based on revised 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. For the three months ended September 30, 2023 and 2022, the Company recorded gains of $2,632,932 and $411,814, respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded a gain of $11,929,157 and a loss of $6,751,769, respectively, within other expense (income) in the condensed consolidated statements of operations related to fair value adjustments for legacy common stock warrants. b. Pre-2023 Preferred Stock Legacy pre-2023 preferred stock warrants allowed the holder to purchase pre-2023 Seed Preferred stock. The pre-2023 preferred stock warrants were classified as liabilities under ASC 480 as the underlying shares into which the warrant was exercisable were contingently redeemable. During June 2019, the Company issued warrants to purchase shares of its pre-2023 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 September 30, 2023 and December 31, 2022, there were no remaining warrants outstanding to purchase shares of pre-2023 Seed Preferred stock. During the three and nine months ended September 30, 2023, there were no preferred stock warrants exercised. During the three and nine months ended September 30, 2022, preferred stock warrants were exercised and 612,693 common shares were retroactively issued, as converted from pre-2023 preferred stock at the Exchange Ratio, 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. For the three months ended September 30, 2023 and 2022, the Company recorded zero gains or losses, and for the nine months ended September 30, 2023 and 2022, the Company recorded losses of zero and $3,515,845, respectively, within unrealized fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for legacy pre-2023 preferred stock warrants and expired warrants. c. Public Warrants As of September 30, 2023 and December 31, 2022, the Company had 13,333,333 and zero Public Warrants outstanding, respectively. As a result of the Business Combination, Public Warrants were recorded at a fair value of $1,600,000 in equity at the Closing Date. After completion of the Business Combination, Electriq has only a single class of participating securities. Therefore, in the event of a tender offer of more than 50% of outstanding equity, a change of control would occur and settlement of warrants in cash or other assets would not preclude equity classification under ASC 815-40-25. Further the Company notes that there are no settlement features that otherwise preclude the Public Warrants from being considered fixed-for-fixed under ASC 815-40-15 and being considered equity classified under ASC 815-40-25 post-merger. Therefore, we have presented these Public Warrants as equity classified instruments. 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 warrants have an exercise price of $6.57 per share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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. d. Private Placement Warrants 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. 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 remeasurement 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. As described in Note 1, at Closing, all TLG Operating Expenses totaling $9,066,350, including $7,202,350 of Working Capital Loans, were converted into 756,635 shares of TLG common stock, 378,318 of TLG preferred stock and 1,000,000 private placement warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. As noted in Note 1, pursuant to an amendment to the Sponsor Agreement signed on June 8, 2023, at the Closing, the Sponsor relinquished and cancelled, for no consideration, all of the 4,666,667 private placement warrants that it received in connection with TLG’s initial public offering. As of the Closing Date, there were 2,000,000 private placement warrants outstanding, in addition to the 1,000,000 private placement warrants granted at the Closing Date. As of September 30, 2023 and December 31, 2022, the Company had 3,000,000 and zero Private Warrants outstanding, respectively. For both the three and nine months ended September 30, 2023, the Company recorded gains of $7,120,397 in unrealized fair value adjustments in the condensed consolidated statements of operations related to fair value adjustments for Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company has recorded a derivative warrants liability for Private Placement Warrants of $3,039,603 and zero, respectively, which is classified as a non-current liability in the Company’s condensed consolidated balance sheet, as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The valuation of the derivative warrants liability for Private Placement Warrants was made using the option-pricing method and the following assumptions as of September 30: 2023 Term 4.83 years Risk-free interest rate 4.56% Volatility 102% Dividend yield — Exercise price $6.57 ELIQ stock price at measurement date $1.76 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value As of September 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, respectively, that resulted in unrealized fair value adjustment gains recognized in other expense (income) in the condensed consolidated statements of operations for the nine months ended September 30, 2023. The initial fair value of the forward purchase contract derivative liability at the Closing Date was $18,596,685, which is reported as a forward purchase contract derivative liability in our condensed consolidated balance sheet. The payment of the $37,261,790 (including $189,684 in transaction costs) to Meteora at the Closing Date was reflected as a charge to additional paid-in-capital in our condensed consolidated balance sheet. The change in the fair value of the forward purchase contract derivative liability of $34,970,682 has been recorded to unrealized fair value adjustments for the three and nine months ended September 30, 2023 in the Company’s condensed consolidated statements of operations. The forward purchase contract derivative liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Notes 1 and 14. The estimated fair value of the forward purchase contract derivative liability was calculated using a Black-Scholes option pricing model and used significant assumptions including the risk free rate and volatility. The change in fair value of the forward purchase contract derivative liability is primarily driven by a decrease in the common stock price per share of ELIQ. The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023: Term 0.33 years Risk-free interest rate 5.47% Volatility 89% Stock price at measurement date $1.76 Dividend yield — 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 nine months ended September 30, 2023: Legacy Common Stock Derivative SAFE Notes Forward Purchase Contract Derivative Liability Total Balance at December 31, 2022 $ (14,114,411) $ — $ (51,600,000) $ — $ (65,714,411) Issuance of Private Placement Warrants in Business Combination — (1,500,000) — 0 (1,500,000) Changes in fair value included in operations 11,929,157 7,120,397 26,812,272 (34,970,682) 10,891,144 Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination — (8,660,000) — — (8,660,000) Conversions into Class A common stock at Close 2,185,254 24,787,728 26,972,982 Balance at September 30, 2023 $ — $ (3,039,603) $ — $ (34,970,682) $ (38,010,285) 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 nine months ended September 30, 2022: Preferred Stock Legacy 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) (6,751,769) (21,861,000) (32,128,614) Warrants exercised 9,932,991 — — 9,932,991 Balance at September 30, 2022 $ — $ (13,254,307) $ (52,859,000) $ (66,113,307) There were no transfers into or out of Level 3 financial instruments during the nine months ended September 30, 2023 and 2022. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not incur income tax expense for the three or nine months ended September 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 September 30, 2023 and December 31, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 30, 2023, the Company announced that its Chief Operating Officer and General Counsel, James Van Hoof, Jr., resigned from the Company, effective November 10, 2023, to pursue other opportunities. Mr. Van Hoof’s operational responsibilities were assumed by Maria Ravn Huusom, the Company’s SVP of Operations, who joined the Company in August 2021. In addition, the Company has initiated a search for a candidate to assume certain of Mr. Van Hoof’s responsibilities as General Counsel. On November 6, 2023, the Company’s Executive Compensation Committee approved the issuance of 545,000 restricted stock awards for Company employees that are expected to be granted shortly after November 15, 2023. The Company’s Executive Compensation Committee also approved the modification of Legacy Electriq stock options assumed in the Business Combination, allowing employees to exchange their outstanding Legacy stock options for replacement stock options under the 2023 Equity Incentive Plan. The stock option will be only exercisable, in whole or in part, before they expire and then only with respect to the vested portion of the stock option. If the replacement stock options are accepted by an employee, the vesting terms of the Legacy Electriq stock options shall be modified such that fifty percent (50%) of the shares of Electriq Common Stock shall vest on December 31, 2023, and fifty percent (50%) of the shares subject to the stock options shall vest on December 31, 2024, provided that optionee remains in service with the Company through each such vesting date. On November 12, 2023, the Company executed a binding term sheet with Meteora (the “Binding Term Sheet”) whereby, upon execution of the definitive agreements, the Forward Purchase Agreement would be terminated. In accordance with the previously announced Binding Term Sheet with Meteora, the Company and Meteora entered into a Termination and Security Agreement (the “Agreement”) on December 14, 2023 (the “Agreement Date”), pursuant to which (i) Meteora will continue to hold the 3,734,062 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) it acquired pursuant to the Forward Purchase Agreement dated July 23, 2023 and the FPA Funding Amount PIPE Subscription Agreement dated July 23, 2023, free and clear of all obligations or restrictions, (ii) the Prepayment Shortfall, as defined in the Forward Purchase Agreement, is deemed repaid in full and (iii) the Forward Purchase Agreement is terminated except with respect to the sections entitled “Other Provisions — (i) Securities Contract; Swap Agreement” and “Other Provisions — (d) Indemnification,” which will remain in full force and effect. Pursuant to the Agreement, if the Company raises a minimum of $7,000,000 of total capital in the future, Meteora will make a $500,000 PIPE investment in the Company on terms pari-passu with other similar investors. In addition, pursuant to the Agreement, the Company issued to Meteora a warrant (the “Warrant”) to purchase 3,500,000 shares of Common Stock at a price per share of $0.001. The Warrant may be exercised for a period of five years commencing on the Agreement Date. Meteora is restricted to exercising the Warrant for a number of shares of Common Stock equal to a fixed value of $3,500,000 (the “Exercise Maximum”). If any Warrants remain unexercised after the Exercise Maximum is reached, the balance of Warrants shall be terminated. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (19,953,449) | $ 16,521,543 | $ (10,032,916) | $ (10,163,098) | $ (26,363,552) | $ (7,937,071) | $ (13,464,822) | $ (44,463,721) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Reporting | Basis of Reporting 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 nine months ended September 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 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, included in Form S-1 which was determined effective on November 13, 2023, and should be read in conjunction with the Notes to condensed consolidated financial statements which appear therein. |
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. Restatement On December 8, 2023, the Company received information related to an interpretation of the staff of the U.S. Securities and Exchange Commission (“SEC”) that the Company understands is applicable to SPAC-related companies that have entered into “forward purchase agreements,” “pre-paid forward transactions,” and/or “backstop agreements” (collectively, “Purchase Agreements”). The interpretation relates to the accounting and reporting for certain Purchase Agreements for which the repurchase price has been partially prepaid; in particular, that the prepayment amount may not be reported as an asset. The Company reviewed its prior interpretation of the accounting guidance applicable to certain elements of the Forward Purchase Agreement (“FPA”) and determined the prepayment amount of $37,072,106, previously recorded as part of a net forward purchase contract asset in the condensed consolidated balance sheet, should be reclassified to the equity section of the condensed consolidated balance sheet, and the remaining liability balance associated with the FPA, including the in-substance written put option, the maturity consideration and the share consideration, should be reflected in current liabilities in our condensed consolidated balance sheet, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. The fair value of the forward purchase contract derivative liability as of September 30, 2023 was $34,970,682. The difference of $2,101,424 was previously recorded net as a forward purchase contract asset within total current assets in the Company’s condensed consolidated balance sheet, but should instead be reported on a gross basis. In accordance with ASC 250, Accounting Changes and Error Corrections, Electriq also evaluated the materiality of the errors to the Company’s previously filed financial statements for the third quarter of 2023. Considering both quantitative and qualitative factors, the Company determined that the related impact was material to the previously filed condensed consolidated financial statements as of and for the period ended September 30, 2023, and restated and reissued these financial statements. Description of Error Corrected The previously reported amount prepaid to the Seller associated with the FPA of $37,072,106, as described in Note 1, Organization and Description of Business, Note 2, Summary of Significant Accounting Policies, and Note 12, Fair Value, was incorrectly classified as an asset instead of as an equity transaction. Additionally, the forward purchase contract derivative liability was incorrectly netted with the amount prepaid to the Seller and was presented as a net asset, instead of being separately presented as a liability. These errors impacted total current assets, the forward purchase contract derivative liability included in total current liabilities, and additional paid-in capital in the condensed consolidated balances sheet as of September 30, 2023, as well as the related footnote disclosures within Note 1, Organization and Description of Business, Note 2, Summary of Significant Accounting Policies, Note 12, Fair Value and Note 14, Subsequent Events. The effect of the correction of the error noted above on the relevant financial statement line items is as follows: As of September 30, 2023 As previously reported Reclassifications As restated Condensed Consolidated Balance Sheet Forward purchase contract asset $ 2,101,424 $ (2,101,424) $ — Total current assets $ 32,493,030 $ (2,101,424) $ 30,391,606 Total assets $ 37,701,915 $ (2,101,424) $ 35,600,491 Forward purchase contract derivative liability $ — $ 34,970,682 $ 34,970,682 Total current liabilities $ 13,447,872 $ 34,970,682 $ 48,418,554 Total liabilities $ 40,558,103 $ 34,970,682 $ 75,528,785 Additional paid-in capital $ 76,075,014 $ (37,072,106) $ 39,002,908 Total stockholders’ deficit $ (42,379,699) $ (37,072,106) $ (79,451,805) Total liabilities, mezzanine equity and stockholders’ deficit $ 37,701,915 $ (2,101,424) $ 35,600,491 Condensed Consolidated Statement of Changes in Stockholders’ Deficit Issuance of common stock in connection with the Business Combination, net $ (26,185,485) $ (37,072,106) $ (63,257,591) Additional paid-in capital $ 76,075,014 $ (37,072,106) $ 39,002,908 Total stockholders’ deficit $ (42,379,699) $ (37,072,106) $ (79,451,805) |
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; inventory; stock-based compensation; warrants; derivatives; preferred stock; Forward Purchase Agreement; Simple Agreement for Future Equity (“SAFE”) notes; convertible notes; income taxes; and reserves for warranties. |
Trade Accounts Receivable | Trade Accounts Receivable |
Comprehensive Loss | Comprehensive Loss |
Segment Information | Segment Information |
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. |
Revenue Recognition and Shipping and Handling Fees | 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. 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 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 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. 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. The Company recognized $189,915 in product revenue upon reaching installation completion on this arrangement during both the three and nine months ended September 30, 2023. There was no revenue recognized on this arrangement in any periods prior to the three months ended September 30, 2023. The Company is currently in the project qualification approval, installation completion and final inspection stages of implementation for residential customers in Santa Barbara, San Luis Obispo and Ventura Counties in California. In certain instances, the Company has recognized revenue under bill-and-hold arrangements with a customer. During the nine months ended September 30, 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. This Company has not recognized any revenue under bill-and-hold arrangements during the nine months ended 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. Deferred revenues Deferred revenues consist of contract liabilities for advance payments received from customers for its products. Deferred revenues are classified as short-term and long-term deferred revenues based on the period in which revenues are expected to be recognized. Revenues are recorded net of estimated allowances and discounts, which are considered variable consideration in the arrangements. Accordingly, when product revenues are recognized, the transaction price is reduced by the estimated allowances and discounts. 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. |
Advertising | Advertising |
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 condensed consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrants Liability 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 reassessed at the end of each reporting period. The preferred stock warrants were for contingently redeemable preferred stock, and as such, the preferred stock warrants were classified as a liability in warrants liability in the condensed consolidated balance sheets. The common stock warrants were legally detachable, transferable, and exercisable into a variable number of shares, and as such were classified as a liability in warrants liability in the condensed consolidated balance sheets. The warrants liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in unrealized fair value adjustments in the condensed consolidated statements of operations. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants failed the indexation guidance in ASC 815-40. Provisions within the warrant agreement preclude the Private Placement Warrants from being considered indexed to the Company’s own stock, and thus the Private Placement Warrants are classified as a liability measured at fair value. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and remeasures to fair value at each reporting period. Changes in fair value are recognized in the Company’s condensed consolidated statements of operations. The Company’s Private Placement Warrants have been measured to fair value using the option-pricing method. See Note 11. De rivative 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. |
Forward Purchase Contract Asset | Forward Purchase Contract Derivative Liability The Company accounts for the forward purchase contract derivative liability as a derivative instrument in accordance with the guidance in ASC 480-10. The instrument is subject to remeasurement at each balance sheet date, with changes in fair value recognized in the statements of operations. See Note 12. The ability of the Company to receive any of the proceeds from the forward purchase contract is dependent upon factors outside the control of the Company. The Company established the fair value of the forward purchase contract derivative liability on the Closing Date of the Business Combination. The estimated fair value of the forward purchase contract derivative liability 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 a peer group of similar public companies. Forward purchase contract derivative liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. |
Contingently Redeemable Class A Common Stock | Contingently Redeemable Class A Common Stock |
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 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 prior to the completion of the Business Combination, 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. Subsequent to the Closing Date, the closing price of ELIQ on the date of grant is utilized for the measurement of stock compensation expense. A restricted stock award is a grant of company stock in which the recipient's rights in the stock are restricted until the shares vest. As per the Company’s 2023 Equity Incentive Plan, unless otherwise set forth in an individual award agreement, each award shall vest over a three year period with one-third of the award vesting on each annual anniversary of the date of grant. The fair market value of a restricted stock award is the market value as determined by the closing price of the stock on the date of grant. |
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: Depreciation Method Estimated useful lives of assets 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 condensed 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. SAFE notes During the year ended December 31, 2021, the Company executed SAFE arrangements. The SAFE notes were not mandatorily redeemable, nor did 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 have required 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-measured 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. Cumulative Mandatorily Redeemable Preferred Stock The shares of cumulative mandatorily redeemable 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 preferred stock, dividends payable solely in the form of shares (or fractions thereof) of cumulative mandatorily redeemable preferred stock shall accrue on each outstanding share (or fractional share) of cumulative mandatorily redeemable preferred stock at the rate per annum of 15% of the cumulative mandatorily redeemable preferred stock original issuance price plus the amount of any previously accrued and unpaid dividends, compounded annually, on each such share (the “Preferred Accruing Dividends”). The Preferred Accruing Dividends shall accrue from day-to-day, whether or not declared, and shall be cumulative. Such 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 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 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 preferred stock equal to (A) the Preferred Accruing Dividends accrued and unpaid as of the relevant cumulative mandatorily redeemable preferred stock dividend payment date divided by (B) the cumulative mandatorily redeemable preferred stock original issue price, which was defined as $10 per share after application of the Exchange Ratio. The 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 preferred stock was issued. The terms of the cumulative mandatorily redeemable 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 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 preferred stock. Based on the above, the Company shall accrete the dividends as an increase to the carrying amount of the cumulative mandatorily redeemable preferred stock pursuant to ASC 480, despite the fact that dividends have not been declared. The carrying value of the cumulative mandatorily redeemable preferred stock is accreted to its redemption value over the three year period ending on the redemption date. The cumulative mandatorily redeemable 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 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. |
Inventory and Construction in Process | Inventory 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. |
Net Loss Per Share | 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 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 Business Combination was accounted for as a reverse recapitalization as Electriq was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations. Accordingly, for accounting purposes, the transaction is treated as the equivalent of Electriq issuing stock for the net assets of TLG accompanied by a recapitalization. The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period, including Class A common stock that is contingently redeemable and classified in mezzanine equity. Historical weighted shares included as the denominator in the EPS calculations presented for periods prior to the Business Combination were converted at the Exchange Ratio. 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. Similarly, the Company’s cumulative mandatorily redeemable preferred stock is also considered to be a participating security; however, no adjustment to net loss is necessary for cumulative dividends on the cumulative mandatorily redeemable preferred stock liability since cumulative dividends are already reflected in the condensed consolidated statements of operations. 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 pre-2023 preferred stock or cumulative mandatorily redeemable preferred shares as the holders of such stock did 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, pre-2023 convertible preferred stock, stock options, restricted stock awards, cumulative mandatorily redeemable preferred stock and warrants to purchase common stock were considered potentially dilutive securities, but have 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 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 nine months ended September 30, 2023 and 2022. |
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. |
Organization and Description _2
Organization and Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Reverse Recapitalization | The source and total number of shares of Class A common stock outstanding immediately after the completion of the Business Combination as of the July 31, 2023 Closing Date is as follows: Conversions of pre-2023 preferred stock 20,064,970 Conversions of SAFE notes 4,090,384 Conversions of Legacy Electriq warrants 360,603 Conversions of Legacy Electriq common stock, including common stock issued in pre-closing financings executed prior to the completion of the Business Combination 5,409,014 Common stock issued in the conversion of the Working Capital Loan at the Closing Date 756,635 Common stock issued in the conversion of the Lawrie notes at the Closing Date 1,712,500 Contingently redeemable shares of common stock purchased by Meteora pursuant to Forward Purchase Agreement 3,534,492 Additional contingently redeemable shares of common stock issued to Meteora pursuant to subscription agreement 251,194 Common stock issued from non-redemptions 211,797 Recapitalization of Class F shares of TLG into shares of Class A common stock 1,729,348 Total shares of Class A common stock outstanding as of Closing Date 38,120,937 |
Summary of Reconciliation of Elements of Business Combination to Financial Statements | The following table reflects the preliminary accounting of the net assets acquired and liabilities assumed in exchange for common stock in connection with the Business Combination: TLG cash balance at Closing Date of Business Combination, including reclassification of TLG cash held in trust, prior to merger related transactions $ 84,471,539 Plus: Proceeds from Meteora’s purchase of 3,534,492 TLG common stock at approximately $10.63 per share and 251,194 additional shares at approximately $10.00 per share to reverse previously submitted redemption requests pursuant to the terms of the Forward Purchase Agreement 40,072,106 Less: Redemption of approximately 97.3% or 7,736,608 shares of TLG common stock at approximately $10.63 per share (82,220,659) Less: Net cash payment to Meteora at Closing Date (including $0.2 million of equity issuance costs associated with the Forward Purchase Agreement) (37,261,790) Less: TLG pre-close transaction costs paid at Closing Date (5,059,376) Net cash acquired in business combination 1,820 Less: Assumed liabilities at Closing Date (6,646,468) Less: Cumulative mandatorily redeemable preferred stock incentive shares issued on redemptions and conversion of working capital loan (4,186,797) Less: Adjustment of acquired private placement warrants to FV at Closing Date, plus new private placement warrants issued on conversion of working capital loan (10,160,000) Less: Contingently redeemable common shares purchased by Meteora to reverse previously submitted redemption requests pursuant to terms of Forward Purchase Agreement and additional common shares issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement (40,072,106) Less: Equity issuance costs on Forward Purchase Agreement (594,040) Less: Equity classified public warrants post-Business Combination (1,600,000) Net charge to Additional paid-in-capital as a result of the Business Combination reported in Stockholders' deficit $ (63,257,591) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The effect of the correction of the error noted above on the relevant financial statement line items is as follows: As of September 30, 2023 As previously reported Reclassifications As restated Condensed Consolidated Balance Sheet Forward purchase contract asset $ 2,101,424 $ (2,101,424) $ — Total current assets $ 32,493,030 $ (2,101,424) $ 30,391,606 Total assets $ 37,701,915 $ (2,101,424) $ 35,600,491 Forward purchase contract derivative liability $ — $ 34,970,682 $ 34,970,682 Total current liabilities $ 13,447,872 $ 34,970,682 $ 48,418,554 Total liabilities $ 40,558,103 $ 34,970,682 $ 75,528,785 Additional paid-in capital $ 76,075,014 $ (37,072,106) $ 39,002,908 Total stockholders’ deficit $ (42,379,699) $ (37,072,106) $ (79,451,805) Total liabilities, mezzanine equity and stockholders’ deficit $ 37,701,915 $ (2,101,424) $ 35,600,491 Condensed Consolidated Statement of Changes in Stockholders’ Deficit Issuance of common stock in connection with the Business Combination, net $ (26,185,485) $ (37,072,106) $ (63,257,591) Additional paid-in capital $ 76,075,014 $ (37,072,106) $ 39,002,908 Total stockholders’ deficit $ (42,379,699) $ (37,072,106) $ (79,451,805) |
Property, Plant and Equipment | Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives: Depreciation Method Estimated useful lives of assets 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: September 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 686,771 523,050 Leasehold improvements 105,613 105,614 Construction in progress 985,050 737,131 Total property and equipment 2,090,005 1,659,366 Less accumulated depreciation and amortization (359,335) (237,073) Property and equipment, net $ 1,730,670 $ 1,422,293 |
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 nine months ended September 30: 2023 2022 Stock options 1,226,368 1,323,748 Legacy Electriq common stock warrants — 1,871,508 Private placement warrants 3,000,000 — Public warrants 13,333,333 — Restricted stock awards 3,616,360 — Pre-2023 Convertible preferred stock — 20,064,970 Total 21,176,061 23,260,226 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The Company’s net revenue was comprised of the following: Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Product net revenue $ 824,527 $ 5,988,248 $ 1,009,472 $ 15,334,583 Service net revenue 9,735 — 9,735 — Total net revenue $ 834,262 $ 5,988,248 $ 1,019,207 $ 15,334,583 |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | The Company’s activity in deferred revenue was comprised of the following for the nine months ended September 30: 2023 2022 Balance at beginning of period $ 628,872 $ 446,360 Billings 1,057,053 15,517,008 Revenue recognized (1,019,207) (15,334,583) Balance at end of period $ 666,718 $ 628,785 |
Schedule of 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 $ 296,788 2024 38,940 2025 38,940 2026 38,940 2027 38,940 Thereafter 214,170 Total deferred revenue $ 666,718 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment are stated at cost less accumulated depreciation, and are depreciated using the following method over the estimated useful lives: Depreciation Method Estimated useful lives of assets 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: September 30, December 31, 2023 2022 Computer $ 12,321 $ 12,321 Office equipment 300,250 281,250 Machinery 686,771 523,050 Leasehold improvements 105,613 105,614 Construction in progress 985,050 737,131 Total property and equipment 2,090,005 1,659,366 Less accumulated depreciation and amortization (359,335) (237,073) Property and equipment, net $ 1,730,670 $ 1,422,293 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: September 30, 2023 December 31, 2022 Term — 0.3 - 2.0 years Risk-free interest rate — 4.36% - 4.67% Volatility — 75% - 85% 2023 2022 Term — 0.6 - 2.0 years Risk-free interest rate — 2.5% - 4.2% Volatility — 90% - 100% 2023 Term 4.83 years Risk-free interest rate 4.56% Volatility 102% Dividend yield — Exercise price $6.57 ELIQ stock price at measurement date $1.76 The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023: Term 0.33 years Risk-free interest rate 5.47% Volatility 89% Stock price at measurement date $1.76 Dividend yield — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following as of: September 30, December 31, 2023 2022 Warranty reserve $ 551,105 $ 832,283 Deferred revenue 325,993 192,012 Accrued interest — 1,961,477 Lease liability 718,027 347,131 Other accrued expenses and current liabilities 699,871 1,863,529 Accrued expenses and other current liabilities $ 2,294,996 $ 5,196,432 |
Schedule of Product Warranty Liability | The following table provides a reconciliation of the activity related to the Company’s warranty reserve for the nine months ended September 30: 2023 2022 Balance at the beginning of period $ 832,283 $ 1,029,862 Provision for warranty expense 19,785 307,732 Warranty costs paid (300,963) (481,819) Balance at end of period $ 551,105 $ 855,775 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Annual Minimum Lease Payments Under Operating Lease | As of September 30, 2023, the weighted average remaining lease term for all leases was 3.4 years. Future annual minimum lease payments under operating leases as of September 30, 2023 were as follows : Balance of 2023 $ 276,635 2024 1,246,533 2025 1,285,664 2026 771,571 2027 420,362 Total minimum payments 4,000,765 Less: amounts representing interest 1,025,601 Lease liability $ 2,975,164 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Common Stock Outstanding | The recapitalization resulted in the following retroactive conversions of common shares outstanding due to the Business Combination as of: Shares of common stock outstanding December 31, 2022 December 31, 2021 As previously reported 242,302,003 217,588,804 Retroactive application of recapitalization: Reversal of shares, as previously reported (242,302,003) (217,588,804) Recapitalization of common shares outstanding at Exchange Ratio 1,837,507 1,650,094 Conversion of pre-2023 preferred stock outstanding at Exchange Ratio 16,537,692 15,924,999 Additional common shares issued on pre-2023 preferred stock after applying an anti-dilution factor 2,997,836 2,821,323 As converted 21,373,035 20,396,416 |
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 nine months of: 2023 2022 Risk-free interest rate 3.53%—4.27% 1.43%—3.88% Expected term (years) 6.25 5.21 - 6.25 Expected volatility 71.52% - 71.65% 71.65% - 73.53% Expected dividends — — |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the nine months ended September 30, 2023: Number of Options Weighted Weighted Average Outstanding at December 31, 2022 1,151,710 $ 0.84 8.8 Grants 41,709 $ 9.23 10.0 Exercised (64,860) $ 0.86 8.8 Forfeited (41,828) $ 1.19 8.5 Outstanding at September 30, 2023 1,086,731 $ 1.15 8.1 |
Summary of Stock Option Information, by Exercise Price Range | The following table presents information relating to stock options as of September 30, 2023: Options Outstanding Options Exercisable Exercise Number of Options Weighted Average Exercisable Number Weighted Average $0.0132 7,394 3.0 7,394 3.0 $0.527 120,370 6.6 101,640 6.5 $0.791 498,972 7.7 441,464 7.7 $0.9362 416,390 9.0 336,634 9.0 $9.23 43,605 9.6 — — Totals 1,086,731 7.8 887,132 8.0 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: September 30, 2023 December 31, 2022 Term — 0.3 - 2.0 years Risk-free interest rate — 4.36% - 4.67% Volatility — 75% - 85% 2023 2022 Term — 0.6 - 2.0 years Risk-free interest rate — 2.5% - 4.2% Volatility — 90% - 100% 2023 Term 4.83 years Risk-free interest rate 4.56% Volatility 102% Dividend yield — Exercise price $6.57 ELIQ stock price at measurement date $1.76 The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023: Term 0.33 years Risk-free interest rate 5.47% Volatility 89% Stock price at measurement date $1.76 Dividend yield — |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fixed price conversions under the various scenarios were calculated using the following assumptions: September 30, 2023 December 31, 2022 Term — 0.3 - 2.0 years Risk-free interest rate — 4.36% - 4.67% Volatility — 75% - 85% 2023 2022 Term — 0.6 - 2.0 years Risk-free interest rate — 2.5% - 4.2% Volatility — 90% - 100% 2023 Term 4.83 years Risk-free interest rate 4.56% Volatility 102% Dividend yield — Exercise price $6.57 ELIQ stock price at measurement date $1.76 The valuation of the forward purchase derivative contract was made using the option-pricing method and the following assumptions as of September 30, 2023: Term 0.33 years Risk-free interest rate 5.47% Volatility 89% Stock price at measurement date $1.76 Dividend yield — |
Schedule of 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 nine months ended September 30, 2023: Legacy Common Stock Derivative SAFE Notes Forward Purchase Contract Derivative Liability Total Balance at December 31, 2022 $ (14,114,411) $ — $ (51,600,000) $ — $ (65,714,411) Issuance of Private Placement Warrants in Business Combination — (1,500,000) — 0 (1,500,000) Changes in fair value included in operations 11,929,157 7,120,397 26,812,272 (34,970,682) 10,891,144 Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination — (8,660,000) — — (8,660,000) Conversions into Class A common stock at Close 2,185,254 24,787,728 26,972,982 Balance at September 30, 2023 $ — $ (3,039,603) $ — $ (34,970,682) $ (38,010,285) 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 nine months ended September 30, 2022: Preferred Stock Legacy 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) (6,751,769) (21,861,000) (32,128,614) Warrants exercised 9,932,991 — — 9,932,991 Balance at September 30, 2022 $ — $ (13,254,307) $ (52,859,000) $ (66,113,307) |
Fair Value, Assets 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 nine months ended September 30, 2023: Legacy Common Stock Derivative SAFE Notes Forward Purchase Contract Derivative Liability Total Balance at December 31, 2022 $ (14,114,411) $ — $ (51,600,000) $ — $ (65,714,411) Issuance of Private Placement Warrants in Business Combination — (1,500,000) — 0 (1,500,000) Changes in fair value included in operations 11,929,157 7,120,397 26,812,272 (34,970,682) 10,891,144 Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination — (8,660,000) — — (8,660,000) Conversions into Class A common stock at Close 2,185,254 24,787,728 26,972,982 Balance at September 30, 2023 $ — $ (3,039,603) $ — $ (34,970,682) $ (38,010,285) 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 nine months ended September 30, 2022: Preferred Stock Legacy 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) (6,751,769) (21,861,000) (32,128,614) Warrants exercised 9,932,991 — — 9,932,991 Balance at September 30, 2022 $ — $ (13,254,307) $ (52,859,000) $ (66,113,307) |
Organization and Description _3
Organization and Description of Business - Narrative (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Aug. 01, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) multiple $ / shares shares | Jul. 25, 2023 USD ($) $ / shares | Jul. 23, 2023 USD ($) $ / shares shares | Jun. 08, 2023 USD ($) note shares | Jul. 31, 2023 USD ($) multiple $ / shares shares | Jun. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) multiple $ / shares shares | Jul. 31, 2023 USD ($) multiple $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Jul. 30, 2023 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Preferred stock par or stated value per share (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Dividend percentage | 15% | 8% | |||||||||||||||||||
Pre-close financing amount | $ | $ 18,100,000 | $ 7,100,000 | $ 11,000,000 | $ 18,100,000,000,000 | |||||||||||||||||
Common stock, issued (in shares) | 38,120,937 | 38,020,283 | 38,020,283 | 38,020,283 | 21,373,035 | ||||||||||||||||
Common stock, outstanding (in shares) | 38,120,937 | 38,020,283 | 38,020,283 | 38,020,283 | 21,373,035 | ||||||||||||||||
Total operating expenses | $ | $ 7,127,254 | $ 4,437,108 | $ 20,905,936 | $ 12,482,608 | |||||||||||||||||
Preferred stock shares outstanding (in shares) | 2,589,818 | 2,589,818 | 2,589,818 | ||||||||||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 10.63 | $ 10.63 | |||||||||||||||||||
Other payments to acquire businesses | $ | $ 37,261,790 | ||||||||||||||||||||
Payment of equity issuance costs | $ | $ 594,040 | $ 0 | |||||||||||||||||||
Mezzanine equity, historical cost | $ | $ 39,523,511 | $ 39,523,511 | 39,523,511 | $ 0 | $ 0 | ||||||||||||||||
Less: Redemption of approximately 97.3% or 7,736,608 shares of TLG common stock at approximately $10.63 per share | $ | 82,220,659 | $ 82,200,000 | |||||||||||||||||||
Forward Contracts | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Derivative asset fair value | $ | $ 18,596,685 | 18,596,685 | $ 18,596,685 | 18,596,685 | |||||||||||||||||
Remeasurement loss | $ | 34,970,682 | ||||||||||||||||||||
Payment of equity issuance costs | $ | $ 189,684 | ||||||||||||||||||||
Working Capital Loan | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Amount of debt converted | $ | $ 1,500,000 | ||||||||||||||||||||
Conversion Of Working Capital Loans To Preferred Stock | Working Capital Loan | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued upon conversion (in shares) | 378,318 | ||||||||||||||||||||
Accretion to redemption value period | 3 years | ||||||||||||||||||||
Conversion Of Working Capital Loans To Warrants | Working Capital Loan | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued upon conversion (in shares) | 1,000,000 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.50 | ||||||||||||||||||||
Public warrants | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Fair value of warrants | $ | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | |||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.57 | ||||||||||||||||||||
Common | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Common stock, outstanding (in shares) | 24,023,169 | 38,020,283 | 38,020,283 | 24,023,169 | 21,385,308 | 21,332,464 | 21,278,608 | 20,451,484 | 38,020,283 | 21,332,464 | 21,373,035 | 20,396,416 | |||||||||
Stock issued during period shares (in shares) | 938,421 | 2,637,861 | 12,273 | 53,856 | 37,918 | 55,068 | |||||||||||||||
Mezzanine equity, historical cost | $ | $ 373 | $ 373 | $ 373 | $ 0 | |||||||||||||||||
Common | SAFE Notes | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 6.06 | $ 6.06 | $ 6.06 | $ 6.06 | |||||||||||||||||
Shares issued for conversion (in shares) | 4,090,384 | 4,090,384 | |||||||||||||||||||
Other Affiliates | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Pre-close financing amount | $ | 4,500,000 | ||||||||||||||||||||
Investor | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Pre-close financing amount | $ | 1,100,000 | ||||||||||||||||||||
Amount of debt converted | $ | 10,100,000 | ||||||||||||||||||||
John Michael Lawrie | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Pre-close financing amount | $ | 10,000,000 | ||||||||||||||||||||
Amount of debt converted | $ | $ 8,500,000 | ||||||||||||||||||||
Number of notes | note | 2 | ||||||||||||||||||||
John Michael Lawrie | Common | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued upon conversion (in shares) | 212,500 | 1,062,500 | |||||||||||||||||||
John Michael Lawrie | Preferred Stock | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued upon conversion (in shares) | 425,000 | ||||||||||||||||||||
TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Number of shares issued in transaction (in shares) | 325,000 | 650,000 | |||||||||||||||||||
Proceeds from sale of stock | $ | $ 6,500,000 | ||||||||||||||||||||
Total operating expenses | $ | $ 9,066,350 | ||||||||||||||||||||
Stock issued during period shares (in shares) | 20,064,970 | 211,797 | |||||||||||||||||||
Preferred stock shares outstanding (in shares) | 2,589,818 | ||||||||||||||||||||
Shares redeemed (in shares) | 7,736,608 | ||||||||||||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 10.63 | ||||||||||||||||||||
Redemption percentage | 97.30% | ||||||||||||||||||||
TLG Acquisition One Corp | Working Capital Loan | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Total operating expenses | $ | $ 9,066,350 | ||||||||||||||||||||
Remaining borrowing capacity | $ | $ 7,202,350 | $ 7,202,350 | $ 7,202,350 | $ 7,202,350 | |||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued upon conversion (in shares) | 50,000 | ||||||||||||||||||||
TLG Acquisition One Corp | Common | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued for conversion (in shares) | 211,797 | ||||||||||||||||||||
TLG Acquisition One Corp | Sponsor | Conversion Of Working Capital Loans To Common Stock | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued upon conversion (in shares) | 756,635 | ||||||||||||||||||||
TLG Acquisition One Corp | Sponsor | Conversion Of Working Capital Loans To Preferred Stock | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued upon conversion (in shares) | 378,318 | ||||||||||||||||||||
TLG Acquisition One Corp | Sponsor | Conversion Of Working Capital Loans To Warrants | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Warrants issued upon conversion (in shares) | 1,000,000 | ||||||||||||||||||||
TLG Acquisition One Corp | Sponsor | Private placement warrants | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Warrants cancelled during period (in shares) | 4,666,667 | ||||||||||||||||||||
TLG Acquisition One Corp | John Michael Lawrie | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Number of shares issued in transaction (in shares) | 250,000 | 500,000 | |||||||||||||||||||
Proceeds from sale of stock | $ | $ 5,000,000 | ||||||||||||||||||||
GBIF Management Ltd | Investor | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Pre-close financing amount | $ | $ 2,500,000 | ||||||||||||||||||||
Electriq Holders | Legacy Electriq common stock warrants | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Fair value of warrants | $ | $ 2,185,254 | $ 2,185,254 | $ 2,185,254 | $ 2,185,254 | |||||||||||||||||
Electriq Holders | TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Reverse Recapitalization, Number Of Shares Issued | 27,500,000 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 8 | ||||||||||||||||
Proceeds From Reverse Recapitalization, Equity Amount | $ | $ 275,000,000 | ||||||||||||||||||||
Number of additional shares of equity interests issued or issuable to acquire entity | 3,528,750 | ||||||||||||||||||||
Electriq Holders | TLG Acquisition One Corp | Investor | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Number of shares issued in transaction (in shares) | 75,000 | 150,000 | |||||||||||||||||||
Proceeds from sale of stock | $ | $ 1,500,000 | ||||||||||||||||||||
SPAC Executive | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Amount of debt converted | $ | $ 8,500,000 | ||||||||||||||||||||
Seller | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Number of shares issued in transaction (in shares) | 251,194 | 3,534,492 | 51,624 | 51,624 | |||||||||||||||||
Proceeds from sale of stock | $ | $ 362,163 | $ 548,595 | |||||||||||||||||||
Prepayment Shortfall amount | $ | $ 3,000,000 | ||||||||||||||||||||
Prepayment Shortfall amount, number of days following closing | 1 day | ||||||||||||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 10 | $ 6.67 | 10 | $ 10 | 10 | ||||||||||||||||
Sale of stock, period | 6 months | ||||||||||||||||||||
Maximum value available for sale as a percentage of the Prepayment Shortfall amount | 100% | ||||||||||||||||||||
Prepayment shortfall amount remaining | $ | $ 2,637,837 | $ 2,637,837 | $ 2,637,837 | ||||||||||||||||||
Seller | TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Number of shares issued in transaction (in shares) | 251,194 | 3,534,492 | |||||||||||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 10 | $ 10.63 | $ 10 | $ 10 | $ 10 | ||||||||||||||||
Class A common stock, par value $0.0001 per share | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Common stock, outstanding (in shares) | 38,120,937 | 7,948,405 | |||||||||||||||||||
Exchange ratio multiple for number of shares received | multiple | 1 | 1 | 1 | 1 | |||||||||||||||||
Conversion of shares, exchange ratio | 0.007583541 | 0.007583541 | 0.007583541 | 0.007583541 | |||||||||||||||||
Stock issued during period shares (in shares) | 1,729,348 | ||||||||||||||||||||
Class A common stock, par value $0.0001 per share | Forward Purchase Agreement | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Stock issued during period shares (in shares) | 2,720,329 | ||||||||||||||||||||
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued for conversion (in shares) | 20,064,970 | ||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 6.06 | $ 6.06 | $ 6.06 | $ 6.06 | |||||||||||||||||
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp | Forward Purchase Agreement | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Stock issued during period shares (in shares) | 251,194 | 3,534,492 | |||||||||||||||||||
Share price (USD per share) | $ / shares | $ 10 | $ 10.63 | $ 10 | $ 10 | $ 10 | ||||||||||||||||
Funding Agreement, Ownership Limitation, Percent | 9.90% | ||||||||||||||||||||
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp | SAFE Notes | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued for conversion (in shares) | 4,090,384 | ||||||||||||||||||||
Class A common stock, par value $0.0001 per share | Electriq Holders | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Shares issued for conversion (in shares) | 360,603 | ||||||||||||||||||||
Class A common stock, par value $0.0001 per share | Electriq Holders | TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Recapitalization of Class F shares of TLG into shares of Class A common stock | 5,409,014 | 5,409,014 | 5,409,014 | 5,409,014 | |||||||||||||||||
Stock issued during period shares (in shares) | 29,924,971 | ||||||||||||||||||||
Series A Cumulative Redeemable Preferred Stock | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Preferred stock par or stated value per share (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Mezzanine equity, historical cost | $ | $ 40,072,106 | ||||||||||||||||||||
Series A Cumulative Redeemable Preferred Stock | Forward Purchase Agreement | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Stock issued during period shares (in shares) | 1,178,318 | ||||||||||||||||||||
Series A Cumulative Redeemable Preferred Stock | TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Preferred stock par or stated value per share (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Series A Cumulative Redeemable Preferred Stock | Electriq Holders | TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Reverse Recapitalization, Number Of Shares Issued | 1,411,500 | ||||||||||||||||||||
Stock issued during period shares (in shares) | 1,411,500 | ||||||||||||||||||||
Series B Cumulative Redeemable Preferred Stock | Electriq Holders | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Preferred stock par or stated value per share (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common Class F | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Recapitalization of Class F shares of TLG into shares of Class A common stock | 1,729,348 | ||||||||||||||||||||
Common Class F | TLG Acquisition One Corp | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Common stock, issued (in shares) | 5,000,000 | ||||||||||||||||||||
Common stock, outstanding (in shares) | 5,000,000 | ||||||||||||||||||||
Shares issued for conversion (in shares) | 1,729,348 | ||||||||||||||||||||
Common Class F | TLG Acquisition One Corp | Sponsor | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Stock cancelled during period (in shares) | 3,270,652 | ||||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Exchange ratio multiple for number of shares received | multiple | 1 | 1 | 1 | 1 | |||||||||||||||||
Electriq Microgrid Services LLC | |||||||||||||||||||||
Resale Agreement Counterparty [Line Items] | |||||||||||||||||||||
Subsidiary ownership (as a percent) | 80% | 80% | 80% |
Organization and Description _4
Organization and Description of Business - Schedule of Common Stock Outstanding Immediately After Completion of Business Combination (Details) - shares | Aug. 01, 2023 | Sep. 30, 2023 | Jul. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||||
Common stock issued from non-redemptions | 211,797 | |||
Total shares of Class A common stock outstanding as of Closing Date (in shares) | 38,120,937 | 38,020,283 | 21,373,035 | |
Meteora Capital, LLC | ||||
Class of Stock [Line Items] | ||||
Contingently redeemable shares of common stock purchased by Meteora pursuant to Forward Purchase Agreement | 3,534,492 | |||
Additional contingently redeemable shares of common stock issued to Meteora pursuant to subscription agreement | 251,194 | |||
SAFE Notes | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 4,090,384 | |||
Working Capital Loan | ||||
Class of Stock [Line Items] | ||||
Common stock issued in the conversion of the Working Capital Loan at the Closing Date | 756,635 | |||
Lawrie Notes | ||||
Class of Stock [Line Items] | ||||
Common stock issued in the conversion of the Working Capital Loan at the Closing Date | 1,712,500 | |||
Electriq Holders | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 360,603 | |||
Seed Preferred | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 20,064,970 | |||
Class A common stock, par value $0.0001 per share | ||||
Class of Stock [Line Items] | ||||
Total shares of Class A common stock outstanding as of Closing Date (in shares) | 38,120,937 | 7,948,405 | ||
Class A common stock, par value $0.0001 per share | Electriq Holders | ||||
Class of Stock [Line Items] | ||||
Stock converted (in shares) | 5,409,014 | |||
Common Class F | ||||
Class of Stock [Line Items] | ||||
Recapitalization of Class F shares of TLG into shares of Class A common stock | 1,729,348 |
Organization and Description _5
Organization and Description of Business - Summary of Reconciliation of Elements of Business Combination to Financial Statements (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |||||
Jul. 31, 2023 | Jul. 25, 2023 | Jul. 23, 2023 | Sep. 30, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||||
TLG cash balance at Closing Date of Business Combination, including reclassification of TLG cash held in trust, prior to merger related transactions | $ 84,471,539 | ||||||
Proceeds from issuance of common stock, net of issuance costs | 40,072,106 | $ 17,439,776 | $ 95,614 | ||||
Repurchase of common stock | (82,220,659) | $ (82,200,000) | |||||
Less: Net cash payment to Meteora at Closing Date (including $0.2 million of equity issuance costs associated with the Forward Purchase Agreement) | (37,261,790) | ||||||
Less: TLG pre-close transaction costs paid at Closing Date | (5,059,376) | ||||||
Net cash acquired in business combination | 1,820 | ||||||
Less: Assumed liabilities at Closing Date | (6,646,468) | ||||||
Less: Cumulative mandatorily redeemable preferred stock incentive shares issued on redemptions and conversion of working capital loan | (4,186,797) | ||||||
Less: Adjustment of acquired private placement warrants to FV at Closing Date, plus new private placement warrants issued on conversion of working capital loan | (10,160,000) | ||||||
Less: Contingently redeemable common shares purchased by Meteora to reverse previously submitted redemption requests pursuant to terms of Forward Purchase Agreement and additional common shares issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement | (40,072,106) | ||||||
Less: Equity issuance costs on Forward Purchase Agreement | (594,040) | ||||||
Less: Equity classified public warrants post-Business Combination | (1,600,000) | ||||||
Net charge to Additional paid-in-capital as a result of the Business Combination reported in Stockholders' deficit | (63,257,591) | ||||||
Sale of stock (in dollars per share) | $ 10.63 | $ 10.63 | |||||
Issuance costs | $ 200,000 | ||||||
Seller | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 251,194 | 3,534,492 | 51,624 | 51,624 | |||
Sale of stock (in dollars per share) | $ 10 | $ 6.67 | $ 10 | ||||
TLG Acquisition One Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 325,000 | 650,000 | |||||
Sale of stock (in dollars per share) | $ 10.63 | ||||||
Redemption percentage | 97.30% | ||||||
Shares redeemed (in shares) | 7,736,608 | ||||||
TLG Acquisition One Corp | Seller | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 251,194 | 3,534,492 | |||||
Sale of stock (in dollars per share) | $ 10 | $ 10.63 | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2023 | Mar. 13, 2023 customer | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) MWh segment $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Jun. 08, 2023 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||||
Accumulated deficit | $ 118,458,233 | $ 118,458,233 | $ 104,993,411 | ||||||
Allowance for doubtful accounts | 40,449 | 40,449 | $ 30,429 | ||||||
Net credit in provision | 10,020 | $ 72,791 | |||||||
Receivable write off | $ 89,196 | $ 0 | 263,784 | ||||||
Number of segments | segment | 1 | ||||||||
General and administrative | 4,806,693 | 2,626,179 | $ 14,235,262 | 6,975,600 | |||||
Advertising expense | $ 440,618 | 148,215 | $ 1,122,791 | 628,826 | |||||
Mezzanine equity, shares outstanding (in shares) | shares | 3,734,062 | 3,734,062 | 0 | ||||||
Product warranty term | 10 years | ||||||||
Minimum megawatt hour (MWh) for product warranty | MWh | 7.52 | ||||||||
Dividend percentage | 15% | ||||||||
Original issue price (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||||
Reserve for inventory obsolescence and slow-moving items | $ 1,987,124 | $ 1,987,124 | $ 976,881 | ||||||
Write-off of inventory deposits | 2,383,408 | 5,040,689 | 0 | ||||||
Product net revenue | 834,262 | 5,988,248 | 1,019,207 | 15,334,583 | |||||
Issuance of shares of common stock from reverse recapitalization | (63,257,268) | ||||||||
Forward purchase contract asset | 0 | 0 | |||||||
Additional Paid-in Capital | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Issuance of shares of common stock from reverse recapitalization | (63,257,591) | (63,257,591) | |||||||
Revision of Prior Period, Reclassification, Adjustment | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Forward purchase contract asset | (2,101,424) | (2,101,424) | |||||||
Revision of Prior Period, Reclassification, Adjustment | Additional Paid-in Capital | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Issuance of shares of common stock from reverse recapitalization | (37,072,106) | ||||||||
Previously Reported | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Forward purchase contract asset | 2,101,424 | 2,101,424 | |||||||
Previously Reported | Additional Paid-in Capital | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Issuance of shares of common stock from reverse recapitalization | $ (26,185,485) | ||||||||
Conversion Of Working Capital Loans To Preferred Stock | Working Capital Loan | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Accretion to redemption value period | 3 years | ||||||||
Mandatorily Redeemable Preferred Stock | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Dividend percentage | 15% | ||||||||
Discount rate | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Debt instrument measurement input | 0.20 | ||||||||
Restricted stock awards | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Bill-and-Hold Arrangements | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Product net revenue | $ 1,151,760 | ||||||||
Accounts Receivable | Customer Concentration Risk | Customer 1 | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Concentration percentage | 70% | 30% | |||||||
Accounts Receivable | Customer Concentration Risk | Customer 2 | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Concentration percentage | 19% | 27% | |||||||
Accounts Receivable | Customer Concentration Risk | Customer 3 | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Concentration percentage | 20% | ||||||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer 1 | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Concentration percentage | 58% | 90% | 87% | ||||||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Customer 2 | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Concentration percentage | 19% | ||||||||
EverBright, LLC | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Product net revenue | 189,915 | $ 189,915 | |||||||
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 | 11,665 | 82,877 | 38,850 | $ 410,659 | |||||
Shipping and Handling | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
General and administrative | $ 6,645 | $ 9,970 | $ 16,181 | $ 29,435 | |||||
Electriq Microgrid Services LLC | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Subsidiary ownership (as a percent) | 80% | 80% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Error Correction (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Forward purchase contract asset | $ 0 | $ 0 | |||||||
Total assets | 35,600,491 | 35,600,491 | $ 29,654,557 | ||||||
Warrants liability | 34,970,682 | 34,970,682 | 0 | ||||||
Total liabilities | 75,528,785 | 75,528,785 | 92,145,205 | ||||||
Additional paid-in capital | 39,002,908 | 39,002,908 | 42,500,908 | ||||||
Equity, Attributable to Parent | (79,451,805) | (79,451,805) | $ (38,818,907) | $ (70,981,408) | (62,490,648) | $ (56,164,743) | $ (46,342,631) | $ (30,957,025) | $ (23,160,308) |
Issuance of shares of common stock from reverse recapitalization | (63,257,268) | ||||||||
Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Forward purchase contract asset | 2,101,424 | 2,101,424 | |||||||
Total assets | 37,701,915 | 37,701,915 | |||||||
Warrants liability | 0 | 0 | |||||||
Total liabilities | 40,558,103 | 40,558,103 | |||||||
Additional paid-in capital | 76,075,014 | 76,075,014 | |||||||
Equity, Attributable to Parent | (42,379,699) | (42,379,699) | (97,282,851) | (47,326,520) | |||||
Revision of Prior Period, Reclassification, Adjustment | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Forward purchase contract asset | (2,101,424) | (2,101,424) | |||||||
Total assets | (2,101,424) | (2,101,424) | |||||||
Warrants liability | 34,970,682 | 34,970,682 | |||||||
Total liabilities | 34,970,682 | 34,970,682 | |||||||
Additional paid-in capital | (37,072,106) | (37,072,106) | |||||||
Equity, Attributable to Parent | (37,072,106) | (37,072,106) | |||||||
Additional Paid-in Capital | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Additional paid-in capital | 39,002,908 | 39,002,908 | |||||||
Equity, Attributable to Parent | 39,002,908 | 39,002,908 | $ 59,683,757 | $ 44,043,063 | 42,500,908 | $ 40,941,279 | $ 40,600,298 | $ 29,622,435 | 29,482,086 |
Issuance of shares of common stock from reverse recapitalization | (63,257,591) | (63,257,591) | |||||||
Additional Paid-in Capital | Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Additional paid-in capital | 76,075,014 | 76,075,014 | |||||||
Equity, Attributable to Parent | $ 7,686,612 | $ 5,296,155 | |||||||
Issuance of shares of common stock from reverse recapitalization | (26,185,485) | ||||||||
Additional Paid-in Capital | Revision of Prior Period, Reclassification, Adjustment | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Additional paid-in capital | $ (37,072,106) | (37,072,106) | |||||||
Issuance of shares of common stock from reverse recapitalization | $ (37,072,106) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | Sep. 30, 2023 |
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 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 21,176,061 | 23,260,226 |
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) | 1,226,368 | 1,323,748 |
Legacy Electriq 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) | 0 | 1,871,508 |
Private placement warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 3,000,000 | |
Public warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 13,333,333 | |
Restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of weighted average diluted shares (in shares) | 3,616,360 | |
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) | 0 | 20,064,970 |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Product net revenue | $ 834,262 | $ 5,988,248 | $ 1,019,207 | $ 15,334,583 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Product net revenue | $ 824,527 | $ 5,988,248 | $ 1,009,472 | $ 15,334,583 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Product | Product | Product | Product |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Product net revenue | $ 9,735 | $ 0 | $ 9,735 | $ 0 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Service | Service | Service | Service |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Gross accounts receivable from customers | $ 412,372 | $ 347,852 |
Contract liability, current | 325,993 | 192,012 |
Contract liability, noncurrent | $ 340,725 | $ 436,860 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Liabilities (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Change in Contract with Customer, Liability [Abstract] | ||
Balance at beginning of period | $ 628,872 | $ 446,360 |
Billings | 1,057,053 | 15,517,008 |
Revenue recognized | (1,019,207) | (15,334,583) |
Balance at end of period | $ 666,718 | $ 628,785 |
Revenue - Schedule of Performan
Revenue - Schedule of Performance Obligations (Details) | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 666,718 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 296,788 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 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 | $ 38,940 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 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 | $ 38,940 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 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 | $ 38,940 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 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 | $ 38,940 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 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 | $ 214,170 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 2,090,005 | $ 2,090,005 | $ 1,659,366 | ||
Less accumulated depreciation and amortization | (359,335) | (359,335) | (237,073) | ||
Property and equipment, net | 1,730,670 | 1,730,670 | 1,422,293 | ||
Depreciation and amortization | 42,492 | $ 31,480 | 123,308 | $ 119,388 | |
Computer | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 12,321 | 12,321 | 12,321 | ||
Office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 300,250 | 300,250 | 281,250 | ||
Machinery | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 686,771 | 686,771 | 523,050 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 105,613 | 105,613 | 105,614 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 985,050 | $ 985,050 | $ 737,131 |
Indebtedness - Convertible Note
Indebtedness - Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Jul. 31, 2023 | Jun. 08, 2023 | Mar. 30, 2023 | Dec. 30, 2022 | Dec. 23, 2022 | Nov. 02, 2021 | Jul. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 07, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from convertible note payable | $ 3,500,000 | $ 0 | ||||||||||||||
Accrued interest | 0 | $ 1,961,477 | ||||||||||||||
Proceeds from pre-close financing and debt conversion | $ 21,130,000 | |||||||||||||||
Pre-close financing amount | $ 18,100,000 | $ 7,100,000 | $ 11,000,000 | $ 18,100,000,000,000 | ||||||||||||
Repayments of notes payable | 3,584,989 | 1,333,027 | ||||||||||||||
Debt, amount converted or paid | 11,200,000 | |||||||||||||||
John Michael Lawrie | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Pre-close financing amount | $ 10,000,000 | |||||||||||||||
John Michael Lawrie | Common | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Shares issued upon conversion (in shares) | 212,500 | 1,062,500 | ||||||||||||||
John Michael Lawrie | Preferred Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Shares issued upon conversion (in shares) | 425,000 | |||||||||||||||
Securities Purchase Agreement with SPAC Executive | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt | 8,500,000 | |||||||||||||||
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 | |||||||||||||||
Maximum financing amount | $ 8,500,000 | |||||||||||||||
Proceeds from convertible note payable | $ 3,500,000 | $ 5,000,000 | ||||||||||||||
Convertible debt | $ 8,500,000 | |||||||||||||||
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 | ||||||||||||||
Loans Payable June 2022 | Loans Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 11,200,000 | |||||||||||||||
Interest rate (as a percent) | 2% | |||||||||||||||
Debt instrument term | 12 months | |||||||||||||||
Loans Payable June 2022 | Loans Payable | Payment after seven months | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Prepayment fee (as a percent) | 6% | |||||||||||||||
Loans Payable June 2022 | Loans Payable | Related Party | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 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 | $ 10,130,000 | |||||||||||||||
Shares issued upon conversion (in shares) | 1,266,250 | |||||||||||||||
Loans Payable, Not Converted | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayments of notes payable | $ 3,407,692 |
Indebtedness - SAFE Notes (Deta
Indebtedness - SAFE Notes (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 08, 2023 USD ($) shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jul. 31, 2023 $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | Nov. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Changes in fair value included in operations | $ (14,895,081) | $ (5,170,186) | $ 10,891,144 | $ (32,128,614) | ||||||
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 | 0 | 0 | $ 22,750,000 | |||||||
SAFE Notes Issued May Through October 2021 | Common | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of debt converted | $ 11,165,487 | |||||||||
Shares issued upon conversion (in shares) | shares | 1,842,490 | |||||||||
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 | 0 | 0 | 28,850,000 | |||||||
SAFE Notes Issued In November 2021 | Common | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of debt converted | $ 13,622,241 | |||||||||
Shares issued upon conversion (in shares) | shares | 2,247,894 | |||||||||
SAFE Notes Issued In November 2021 | Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 15,000,000 | |||||||||
SAFE Notes | Common | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares issued price per share | $ / shares | $ 6.06 | |||||||||
TLG Acquisition One Corp | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Estimated proceeds to existing stockholders | 275,000,000 | 275,000,000 | $ 495,000,000 | |||||||
SAFE Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Changes in fair value included in operations | 10,322,272 | 26,812,272 | (21,861,000) | |||||||
SAFE Notes | Term | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument measurement input | 0.3 | |||||||||
SAFE Notes | Term | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument measurement input | 2 | |||||||||
SAFE Notes | Risk-free interest rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument measurement input | 0.0436 | |||||||||
SAFE Notes | Risk-free interest rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument measurement input | 0.0467 | |||||||||
SAFE Notes | Volatility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument measurement input | 0.75 | |||||||||
SAFE Notes | Volatility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument measurement input | 0.85 | |||||||||
SAFE Notes | SAFE Notes Issued May Through October 2021 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Changes in fair value included in operations | 3,504,513 | (2,406,000) | 11,584,513 | (10,537,000) | ||||||
SAFE Notes | SAFE Notes Issued In November 2021 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Changes in fair value included in operations | $ 6,817,759 | $ (3,176,000) | $ 15,227,759 | $ (11,324,000) |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||||
Warranty reserve | $ 551,105 | $ 832,283 | $ 855,775 | $ 1,029,862 |
Deferred revenue | 325,993 | 192,012 | ||
Accrued interest | 0 | 1,961,477 | ||
Other accrued expenses and current liabilities | 699,871 | 1,863,529 | ||
Accrued expenses and other current liabilities | $ 2,294,996 | $ 5,196,432 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Schedule of Warranty Reserves (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at the beginning of period | $ 832,283 | $ 1,029,862 |
Provision for warranty expense | 19,785 | 307,732 |
Warranty costs paid | (300,963) | (481,819) |
Balance at end of period | $ 551,105 | $ 855,775 |
Commitment and Contingencies -
Commitment and Contingencies - Leases (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||||||
Jan. 01, 2022 USD ($) renewal_option | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | May 24, 2023 USD ($) | Dec. 31, 2022 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 | $ 4,000,765 | $ 4,000,765 | $ 1,100,000 | $ 800,000 | $ 1,400,000 | |||
Discount rate | 19% | 19% | 19% | 19% | |||||
Weighted average remaining lease term | 3 years 4 months 24 days | 3 years 4 months 24 days | |||||||
Right of use assets | $ 3,346,958 | $ 3,346,958 | $ 3,241,705 | ||||||
Lease liability | $ 718,027 | $ 718,027 | $ 347,131 | ||||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses | Accrued expenses | ||||||
Lease liability, noncurrent | $ 2,257,137 | $ 2,257,137 | $ 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 | $ 428,913 | $ 146,044 | $ 1,098,759 | $ 460,056 | |||||
Cost of Sales | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease cost | 265,212 | 103,646 | 564,051 | 308,918 | |||||
General and Administrative Expense | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease cost | $ 163,701 | $ 42,398 | $ 534,708 | $ 151,138 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Lease Payments (Details) - USD ($) | Sep. 30, 2023 | May 24, 2023 | Sep. 23, 2022 | Jan. 19, 2022 | Jan. 01, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |||||
Balance of 2023 | $ 276,635 | ||||
2024 | 1,246,533 | ||||
2025 | 1,285,664 | ||||
2026 | 771,571 | ||||
2027 | 420,362 | ||||
Total minimum payments | 4,000,765 | $ 1,100,000 | $ 800,000 | $ 1,400,000 | $ 1,700,000 |
Less: amounts representing interest | 1,025,601 | ||||
Lease liability | $ 2,975,164 |
Commitment and Contingencies _3
Commitment and Contingencies - Legal Claims (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||
Gain on settlement | $ 5,641,658 | ||||
Inventory, net | $ 20,929,486 | 20,929,486 | $ 13,532,475 | ||
Reserve for inventory obsolescence and slow-moving items | 1,987,124 | 1,987,124 | $ 976,881 | ||
Write-off of inventory deposits | 2,383,408 | 5,040,689 | $ 0 | ||
Kohler Co. (“White-Label Provider”) | |||||
Loss Contingencies [Line Items] | |||||
Inventory, net | 6,190,074 | 6,190,074 | |||
Reserve for inventory obsolescence and slow-moving items | 646,508 | 646,508 | |||
Reduction in deferred revenue | 98,092 | ||||
Other Income (Expense) | |||||
Loss Contingencies [Line Items] | |||||
Write-off of inventory deposits | $ 2,657,281 | ||||
Other Income (Expense) | Kohler Co. (“White-Label Provider”) | |||||
Loss Contingencies [Line Items] | |||||
Gain on settlement | 5,641,658 | ||||
Total net gain on settlement | $ 3,258,250 | $ 600,969 |
Cumulative Mandatorily Redeem_2
Cumulative Mandatorily Redeemable Preferred Stock (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||
Aug. 01, 2023 USD ($) shares | Jul. 31, 2023 USD ($) $ / shares shares | Jun. 08, 2023 USD ($) note shares | Jul. 31, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 shares | Jul. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock shares authorized (in shares) | 30,000,000 | 30,000,000 | |||||||||||||||
Preferred stock par or stated value per share (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Pre-close financing amount | $ | $ 18,100,000 | $ 7,100,000 | $ 11,000,000 | $ 18,100,000,000,000 | |||||||||||||
Total operating expenses | $ | $ 7,127,254 | $ 4,437,108 | $ 20,905,936 | $ 12,482,608 | |||||||||||||
Preferred stock shares outstanding (in shares) | 2,589,818 | 2,589,818 | |||||||||||||||
Dividend percentage | 15% | ||||||||||||||||
Original issue price (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||
Cumulative mandatorily redeemable preferred stock liability | $ | $ 21,465,334 | $ 21,465,334 | |||||||||||||||
Working Capital Loan | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Amount of debt converted | $ | $ 1,500,000 | ||||||||||||||||
Conversion Of Working Capital Loans To Preferred Stock | Working Capital Loan | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | 378,318 | ||||||||||||||||
Accretion to redemption value period | 3 years | ||||||||||||||||
Conversion Of Working Capital Loans To Warrants | Working Capital Loan | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | 1,000,000 | ||||||||||||||||
Common | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued for common stock (in shares) | 938,421 | 2,637,861 | 12,273 | 53,856 | 37,918 | 55,068 | |||||||||||
John Michael Lawrie | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Pre-close financing amount | $ | $ 10,000,000 | ||||||||||||||||
Amount of debt converted | $ | $ 8,500,000 | ||||||||||||||||
Number of notes | note | 2 | ||||||||||||||||
John Michael Lawrie | Common | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | 212,500 | 1,062,500 | |||||||||||||||
John Michael Lawrie | Preferred Stock | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | 425,000 | ||||||||||||||||
TLG Acquisition One Corp | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Shares issued for common stock (in shares) | 20,064,970 | 211,797 | |||||||||||||||
Number of shares issued in transaction (in shares) | 325,000 | 650,000 | |||||||||||||||
Proceeds from sale of stock | $ | $ 6,500,000 | ||||||||||||||||
Total operating expenses | $ | $ 9,066,350 | ||||||||||||||||
Preferred stock shares outstanding (in shares) | 2,589,818 | ||||||||||||||||
TLG Acquisition One Corp | Working Capital Loan | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Total operating expenses | $ | $ 9,066,350 | ||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Common Stock | Sponsor | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | 756,635 | ||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | 50,000 | ||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | Sponsor | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | 378,318 | ||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Warrants | Sponsor | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Warrants issued upon conversion (in shares) | 1,000,000 | ||||||||||||||||
TLG Acquisition One Corp | John Michael Lawrie | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Number of shares issued in transaction (in shares) | 250,000 | 500,000 | |||||||||||||||
Proceeds from sale of stock | $ | $ 5,000,000 | ||||||||||||||||
Meteora Capital, LLC | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Meteora Capital, LLC | Preferred Stock | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Shares issued for common stock (in shares) | 50,000 | ||||||||||||||||
Mandatorily Redeemable Preferred Stock | |||||||||||||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||||||||||||
Loans payable converted | $ | $ 10,130,000 | ||||||||||||||||
Shares issued for common stock (in shares) | 506,500 | 905,000 | |||||||||||||||
Dividend percentage | 15% | ||||||||||||||||
Original fair value of preferred stock | $ | $ 20,146,189 | 20,146,189 | |||||||||||||||
Initial discount for lack of marketability | $ | 5,751,986 | 5,751,986 | |||||||||||||||
Interest expense | $ | 1,192,041 | 1,319,145 | |||||||||||||||
Preferred stock dividends | $ | 814,359 | 895,505 | |||||||||||||||
Accretion discount | $ | $ 377,682 | $ 423,640 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Aug. 01, 2023 | Jul. 31, 2023 | Jul. 23, 2023 | Sep. 30, 2023 | Jul. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||||||||
Mezzanine equity, historical cost | $ 39,523,511 | $ 39,523,511 | $ 0 | $ 0 | ||||||
Temporary equity, fair value | $ 6,571,949 | 6,571,949 | $ 0 | |||||||
Proceeds from conversion of warrants for preferred stock | 0 | $ 693,000 | ||||||||
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement | $ 2,511,940 | |||||||||
Seller | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 251,194 | 3,534,492 | 51,624 | 51,624 | ||||||
Proceeds from sale of stock | $ 362,163 | $ 548,595 | ||||||||
TLG Acquisition One Corp | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued for common stock (in shares) | 20,064,970 | 211,797 | ||||||||
Number of shares issued in transaction (in shares) | 325,000 | 650,000 | ||||||||
Proceeds from sale of stock | $ 6,500,000 | |||||||||
TLG Acquisition One Corp | Seller | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 251,194 | 3,534,492 | ||||||||
Seed Preferred | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from conversion of warrants for preferred stock | $ 693,000 | 693,000 | ||||||||
Warrants exercised | 9,932,991 | 9,932,991 | ||||||||
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement | $ 10,625,991 | $ 10,625,991 | ||||||||
Class A common stock, par value $0.0001 per share | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued for common stock (in shares) | 1,729,348 | |||||||||
Class A common stock, par value $0.0001 per share | TLG Acquisition One Corp | Forward Purchase Agreement | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares issued for common stock (in shares) | 251,194 | 3,534,492 | ||||||||
Share price (USD per share) | $ 10 | $ 10.63 | $ 10 |
Mezzanine Equity - Dividends (D
Mezzanine Equity - Dividends (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Temporary Equity [Line Items] | |||||
Dividend percentage | 15% | 8% | |||
Pre-2023 Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Dividends | $ 45,803 | $ 451,895 | $ 978,752 | $ 1,283,334 | |
Accumulated dividends | $ 5,645,415 | $ 5,645,415 | |||
Shares issued for conversion (in shares) | 529,442 | ||||
Seed Preferred | |||||
Temporary Equity [Line Items] | |||||
Dividend rate (in dollars per share) | $ 1.54 | ||||
Dividend rate, after conversion (in dollars per share) | 1.20 | ||||
Antidilutive effect (in dollars per share) | 1.288 | ||||
Seed-1 Preferred | |||||
Temporary Equity [Line Items] | |||||
Dividend rate (in dollars per share) | 0.30 | ||||
Seed-2 Preferred | |||||
Temporary Equity [Line Items] | |||||
Dividend rate (in dollars per share) | $ 0.61 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Common Stock Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reverse Recapitalization, Common Stock [Roll Forward] | ||
As previously reported (in shares) | 20,396,416 | |
Reversal of shares, as previously reported | (242,302,003) | (217,588,804) |
Recapitalization of common shares outstanding at Exchange Ratio | 1,837,507 | 1,650,094 |
Conversion of pre-2023 preferred stock outstanding at Exchange Ratio | 16,537,692 | 15,924,999 |
Additional common shares issued on pre-2023 preferred stock after applying an anti-dilution factor | 2,997,836 | 2,821,323 |
As converted (in shares) | 21,373,035 | 20,396,416 |
Previously Reported | ||
Reverse Recapitalization, Common Stock [Roll Forward] | ||
As previously reported (in shares) | 242,302,003 | 217,588,804 |
As converted (in shares) | 242,302,003 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock (Narrative) (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Aug. 01, 2023 | Jul. 31, 2023 | Jun. 08, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 30, 2023 | Jun. 07, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Required conversion of loans payable | $ 10,130,000 | |||||||||||||||||
Pre-close financing amount | 18,100,000 | $ 7,100,000 | $ 11,000,000 | $ 18,100,000,000,000 | ||||||||||||||
Total operating expenses | $ 7,127,254 | $ 4,437,108 | $ 20,905,936 | $ 12,482,608 | ||||||||||||||
Common stock issued from warrant conversion | 360,603 | 360,603 | ||||||||||||||||
Common stock, issued (in shares) | 38,120,937 | 38,020,283 | 38,020,283 | 21,373,035 | ||||||||||||||
Beginning balance (in shares) | 21,373,035 | 21,373,035 | ||||||||||||||||
Legacy Electriq Common Stock Warrnats | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Fair value of warrants | $ 2,185,254 | |||||||||||||||||
Common stock issued from warrant conversion | 360,603 | |||||||||||||||||
Class A common stock, par value $0.0001 per share | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Beginning balance (in shares) | 7,948,405 | |||||||||||||||||
Shares issued for common stock (in shares) | 1,729,348 | |||||||||||||||||
Common | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Beginning balance (in shares) | 24,023,169 | 24,023,169 | 21,385,308 | 21,373,035 | 21,278,608 | 20,451,484 | 20,396,416 | 21,373,035 | 20,396,416 | |||||||||
Shares issued for common stock (in shares) | 938,421 | 2,637,861 | 12,273 | 53,856 | 37,918 | 55,068 | ||||||||||||
John Michael Lawrie | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Pre-close financing amount | $ 10,000,000 | |||||||||||||||||
John Michael Lawrie | Common | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued upon conversion (in shares) | 212,500 | 1,062,500 | ||||||||||||||||
Working Capital Loan | Conversion Of Working Capital Loans To Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued upon conversion (in shares) | 378,318 | |||||||||||||||||
Working Capital Loan | Conversion Of Working Capital Loans To Warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued upon conversion (in shares) | 1,000,000 | |||||||||||||||||
TLG Acquisition One Corp | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Number of shares issued in transaction (in shares) | 325,000 | 650,000 | ||||||||||||||||
Total operating expenses | $ 9,066,350 | |||||||||||||||||
Shares issued for common stock (in shares) | 20,064,970 | 211,797 | ||||||||||||||||
Shares redeemed (in shares) | 7,736,608 | |||||||||||||||||
TLG Acquisition One Corp | Common Class F | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, issued (in shares) | 5,000,000 | |||||||||||||||||
Beginning balance (in shares) | 5,000,000 | |||||||||||||||||
TLG Acquisition One Corp | John Michael Lawrie | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 250,000 | 500,000 | ||||||||||||||||
TLG Acquisition One Corp | Sponsor | Common Class F | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock cancelled during period (in shares) | 3,270,652 | |||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Common Stock | Sponsor | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued upon conversion (in shares) | 756,635 | |||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued upon conversion (in shares) | 50,000 | |||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | Sponsor | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued upon conversion (in shares) | 378,318 | |||||||||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Warrants | Sponsor | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants issued upon conversion (in shares) | 1,000,000 | |||||||||||||||||
TLG Acquisition One Corp | Working Capital Loan | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Total operating expenses | $ 9,066,350 | |||||||||||||||||
Remaining borrowing capacity | $ 7,202,350 | $ 7,202,350 | $ 7,202,350 | $ 7,202,350 | ||||||||||||||
Securities Purchase Agreement with SPAC Executive | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible debt | $ 8,500,000 | $ 8,500,000 | ||||||||||||||||
Securities Purchase Agreement with SPAC Executive | Notes Payable, Other Payables | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible debt | $ 8,500,000 | |||||||||||||||||
SAFE Notes | Common | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued price per share | $ 6.06 | $ 6.06 | $ 6.06 | $ 6.06 | ||||||||||||||
Common | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt conversion, stock issued | 1,266,250 | 2,262,500 | ||||||||||||||||
Incentive Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt conversion, stock issued | 253,250 | 452,500 |
Stockholders' Deficit - Restric
Stockholders' Deficit - Restricted Stock Awards (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 22, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock awards granted | $ 362 | |||
Stock-based compensation | $ 3,289,369 | $ 765,258 | ||
Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2023 Equity Incentive Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares authorized to be issued (in shares) | 6,460,874 | 6,460,874 | ||
Shares available for grant under plan (in shares) | 2,844,514 | 2,844,514 | ||
2023 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Term of award | 10 years | |||
Percentage of stock issued and outstanding | 10% | |||
Vesting percentage | 33.34% | |||
Shares granted (in shares) | 3,616,360 | |||
Restricted stock awards granted | $ 5,677,685 | |||
Grant date price per share (in dollars per share) | $ 1.57 | |||
Stock-based compensation | $ 207,404 |
Stockholders' Deficit - Stock O
Stockholders' Deficit - Stock Options (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 40 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | 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) | 41,709 | 548,343 | 3,146,295 | ||||
Shares forfeited or expired to date (in shares) | 435,409 | ||||||
Average value of shares granted (in dollars per share) | $ 7.61 | $ 10.62 | |||||
Stock options exercised but not yet vested (in shares) | 139,637 | 139,637 | |||||
Unvested exercised options at initial exercise price | $ 111,063 | $ 111,063 | |||||
Number of unvested shares (in shares) | 344,285 | 344,285 | 801,102 | ||||
Unvested shares, weighted average grant price (in dollars per share) | $ 7.26 | $ 7.26 | $ 8.65 | ||||
Stock-based compensation expense | $ 285,713 | $ 287,430 | $ 3,081,964 | $ 765,257 | |||
Remaining stock-based compensation expense related to unvested option grants | 1,963,762 | $ 1,963,762 | |||||
Nonvested award, cost not yet recognized, period for recognition | 2 years 9 months 18 days | ||||||
Aggregate intrinsic value of options outstanding | 661,940 | $ 661,940 | $ 14,319,711 | ||||
Aggregate intrinsic value of stock options exercisable | $ 843,193 | 843,193 | $ 6,662,522 | ||||
Total intrinsic value of stock options exercised | $ 537,764 | ||||||
Noncontrolling Shareholder, Chief Executive Officer (CEO) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
CEO ownership percentage | 6% | 6% | |||||
Stock options | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares authorized to be issued (in shares) | 2,737,030 | ||||||
Stock plan termination period | 10 years | ||||||
Shares available for grant under plan (in shares) | 44,947 | 44,947 | |||||
Value of shares granted | $ 317,270 | $ 5,822,549 | |||||
Vesting period | 4 years |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum (as a percent) | 3.53% | 1.43% |
Risk-free interest rate, maximum (as a percent) | 4.27% | 3.88% |
Expected term (years) | 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 dividends | 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 |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 40 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Number of Options | ||||
Outstanding at December 31, 2022 (in shares) | 1,151,710 | 1,151,710 | ||
Grants (in shares) | 41,709 | 548,343 | 3,146,295 | |
Exercised (in shares) | (64,860) | |||
Forfeited (in shares) | (41,828) | |||
Outstanding at June 30, 2023 (in shares) | 1,086,731 | |||
Weighted Average Exercise Price | ||||
Outstanding outstanding, Weighted average exercise price per share - beginning balance (in dollars per share) | $ 0.84 | $ 0.84 | ||
Options granted, Weighted average exercise price per share (in dollars per share) | 9.23 | |||
Options exercised, Weighted average exercise price per share (in dollars per share) | 0.86 | |||
Options forfeited, Weighted average exercise price per share (in dollars per share) | 1.19 | |||
Outstanding outstanding, Weighted average exercise price per share - ending balance (in dollars per share) | $ 1.15 | |||
Weighted Average Remaining Contractual Term (years) | ||||
Options outstanding, Weighted average remaining contractual term | 8 years 9 months 18 days | 8 years 1 month 6 days | ||
Options granted, weighted average remaining contractual term | 10 years | |||
Options exercised, weighted average remaining contractual term | 8 years 9 months 18 days | |||
Options forfeited, weighted average remaining contractual term | 8 years 6 months |
Stockholders' Deficit - Sched_4
Stockholders' Deficit - Schedule of Stock Options Information (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, number of options (in shares) | 1,086,731 |
Options outstanding, weighted average remaining life | 7 years 9 months 18 days |
Options exercisable, number of options (in shares) | 887,132 |
Options exercisable, weighted average remaining life | 8 years |
$0.0132 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 0.0132 |
Options outstanding, number of options (in shares) | 7,394 |
Options outstanding, weighted average remaining life | 3 years |
Options exercisable, number of options (in shares) | 7,394 |
Options exercisable, weighted average remaining life | 3 years |
$0.527 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 0.527 |
Options outstanding, number of options (in shares) | 120,370 |
Options outstanding, weighted average remaining life | 6 years 7 months 6 days |
Options exercisable, number of options (in shares) | 101,640 |
Options exercisable, weighted average remaining life | 6 years 6 months |
$0.791 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 0.791 |
Options outstanding, number of options (in shares) | 498,972 |
Options outstanding, weighted average remaining life | 7 years 8 months 12 days |
Options exercisable, number of options (in shares) | 441,464 |
Options exercisable, weighted average remaining life | 7 years 8 months 12 days |
$0.9362 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 0.9362 |
Options outstanding, number of options (in shares) | 416,390 |
Options outstanding, weighted average remaining life | 9 years |
Options exercisable, number of options (in shares) | 336,634 |
Options exercisable, weighted average remaining life | 9 years |
$9.23 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 9.23 |
Options outstanding, number of options (in shares) | 43,605 |
Options outstanding, weighted average remaining life | 9 years 7 months 6 days |
Options exercisable, number of options (in shares) | 0 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jul. 31, 2023 | Jun. 08, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 01, 2023 | Jul. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock issued from warrant conversion | 360,603 | 360,603 | ||||||||||
Proceeds from conversion of warrants for preferred stock | $ 0 | $ 693,000 | ||||||||||
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement | 2,511,940 | |||||||||||
Total operating expenses | $ 7,127,254 | $ 4,437,108 | $ 20,905,936 | 12,482,608 | ||||||||
Seed Preferred | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock issued from warrant conversion | 612,693 | 612,693 | ||||||||||
Proceeds from conversion of warrants for preferred stock | 693,000 | 693,000 | ||||||||||
Warrants exercised | 9,932,991 | 9,932,991 | ||||||||||
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement | 10,625,991 | 10,625,991 | ||||||||||
TLG Acquisition One Corp | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Total operating expenses | $ 9,066,350 | |||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares issued upon conversion (in shares) | 50,000 | |||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Preferred Stock | Sponsor | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares issued upon conversion (in shares) | 378,318 | |||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Common Stock | Sponsor | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares issued upon conversion (in shares) | 756,635 | |||||||||||
TLG Acquisition One Corp | Conversion Of Working Capital Loans To Warrants | Sponsor | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants issued upon conversion (in shares) | 1,000,000 | |||||||||||
Common | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Contingently redeemable shares of common stock issued pursuant to terms of FPA Funding Amount PIPE Subscription Agreement | $ 25 | |||||||||||
Share Price More Than Or Equals To USD Eighteen | TLG Acquisition One Corp | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Class of Warrants, Redemption Notice Period | 30 days | |||||||||||
Share Price Less Than Or Equals To USD Eighteen | TLG Acquisition One Corp | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Class of Warrants, Redemption Price Per Unit | $ 0.10 | $ 0.10 | ||||||||||
Class of Warrants, Redemption Notice Period | 30 days | |||||||||||
Share price (USD per share) | $ 10 | $ 10 | ||||||||||
Number of consecutive trading days for determining share price | 10 days | |||||||||||
Legacy Electriq Common Stock Warrnats | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Fair value of warrants | $ 2,185,254 | |||||||||||
Common stock issued from warrant conversion | 360,603 | |||||||||||
Common | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Fair value of warrants | $ 0 | 0 | $ 14,114,411 | |||||||||
Life of warrants | 2 years | |||||||||||
Unrealized fair value adjustments | $ 2,632,932 | 411,814 | 11,929,157 | 6,751,769 | ||||||||
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 | ||||||||||
Unrealized fair value adjustments | $ 0 | $ 0 | $ 0 | $ 3,515,845 | ||||||||
Public warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Fair value of warrants | $ 1,600,000 | |||||||||||
Warrant outstanding | 13,333,333 | 13,333,333 | 0 | |||||||||
Warrants Exercisable Term from the Date of Completion of business Combination | 30 days | |||||||||||
Exercise price (in dollars per share) | $ 6.57 | |||||||||||
Public warrants | Share Price More Than Or Equals To USD Eighteen | TLG Acquisition One Corp | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Class of Warrants, Redemption Notice Period | 30 days | |||||||||||
Private placement warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Unrealized fair value adjustments | $ 7,120,397 | $ 7,120,397 | ||||||||||
Warrant outstanding | 3,000,000 | 3,000,000 | 0 | |||||||||
Derivative liability | $ 3,039,603 | $ 3,039,603 | $ 0 | |||||||||
Private placement warrants | TLG Acquisition One Corp | Sponsor | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrants cancelled during period (in shares) | 4,666,667 | |||||||||||
Private placement warrants | Share Price More Than Or Equals To USD Eighteen | TLG Acquisition One Corp | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Class of Warrants, Redemption Price Per Unit | $ 0.01 | $ 0.01 | ||||||||||
Share price (USD per share) | $ 18 | $ 18 | ||||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||||
Number of trading days for determining share price | 30 days | |||||||||||
Sponsor | Private placement warrants | TLG Acquisition One Corp | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrant outstanding | 2,000,000 | |||||||||||
Warrants cancelled during period (in shares) | 4,666,667 | |||||||||||
IssuanceOfWarrantsGranted | 1,000,000 | |||||||||||
Working Capital Loan | Conversion Of Working Capital Loans To Preferred Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Shares issued upon conversion (in shares) | 378,318 | |||||||||||
Working Capital Loan | Conversion Of Working Capital Loans To Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price (in dollars per share) | $ 1.50 | |||||||||||
Shares issued upon conversion (in shares) | 1,000,000 | |||||||||||
Working Capital Loan | TLG Acquisition One Corp | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Total operating expenses | $ 9,066,350 | |||||||||||
Remaining borrowing capacity | $ 7,202,350 |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Valuation (Details) | Sep. 30, 2023 | Sep. 30, 2022 |
Term | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | |
Term | Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 4.83 | |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | |
Risk-free interest rate | Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.0456 | |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | |
Volatility | Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 1.02 | |
Dividend yield | Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0 | |
Exercise price | Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 6.57 | |
Stock price | Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 1.76 | |
Minimum | Term | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.6 | |
Minimum | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.025 | |
Minimum | Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.90 | |
Maximum | Term | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 2 | |
Maximum | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 0.042 | |
Maximum | Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, measurement input | 1 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - USD ($) | 9 Months Ended | ||
Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Other payments to acquire businesses | $ 37,261,790 | ||
Payment of equity issuance costs | $ 594,040 | $ 0 | |
Forward Contracts | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative asset fair value | $ 18,596,685 | ||
Remeasurement loss | 34,970,682 | ||
Payment of equity issuance costs | $ 189,684 |
Fair Value - Schedule of Measur
Fair Value - Schedule of Measurement Inputs (Details) - Forward Contracts | Sep. 30, 2023 |
Term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument measurement input | 0.33 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument measurement input | 0.0547 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument measurement input | 0.89 |
Stock price at measurement date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument measurement input | 1.76 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument measurement input | 0 |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ (65,714,411) | $ (43,917,684) | ||
Issuance of Private Placement Warrants in Business Combination | (1,500,000) | |||
Changes in fair value included in operations | $ (14,895,081) | $ (5,170,186) | 10,891,144 | (32,128,614) |
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination | (8,660,000) | |||
Conversions into Class A common stock at Close | 26,972,982 | 9,932,991 | ||
Ending balance | (38,010,285) | (66,113,307) | (38,010,285) | (66,113,307) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Total changes in fair value included in operations | 10,891,144 | |||
Forward Purchase Agreement | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 0 | |||
Issuance of Private Placement Warrants in Business Combination | 0 | |||
Changes in fair value included in operations | (34,970,682) | |||
Ending balance | (34,970,682) | (34,970,682) | ||
Warrant Liabilities | Common Stock Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | (14,114,411) | (6,502,538) | ||
Issuance of Private Placement Warrants in Business Combination | 0 | |||
Changes in fair value included in operations | 11,929,157 | (6,751,769) | ||
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination | 0 | |||
Conversions into Class A common stock at Close | 2,185,254 | 0 | ||
Ending balance | 0 | (13,254,307) | 0 | (13,254,307) |
Warrant Liabilities | Preferred stock warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | (6,417,146) | |||
Changes in fair value included in operations | (3,515,845) | |||
Conversions into Class A common stock at Close | 9,932,991 | |||
Ending balance | 0 | 0 | ||
Warrant Liabilities | Derivative Warrants Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 0 | |||
Issuance of Private Placement Warrants in Business Combination | (1,500,000) | |||
Changes in fair value included in operations | 7,120,397 | |||
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination | (8,660,000) | |||
Ending balance | (3,039,603) | (3,039,603) | ||
SAFE Notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | (51,600,000) | (30,998,000) | ||
Issuance of Private Placement Warrants in Business Combination | 0 | |||
Changes in fair value included in operations | 10,322,272 | 26,812,272 | (21,861,000) | |
Opening balance sheet fair value adjustment for assumed derivative warrants liability in Business Combination | 0 | |||
Conversions into Class A common stock at Close | 24,787,728 | 0 | ||
Ending balance | $ 0 | $ (52,859,000) | $ 0 | $ (52,859,000) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 2 Months Ended | ||||||
Dec. 14, 2023 | Nov. 06, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | Nov. 12, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
TLG Acquisition One Corp | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Number of shares issued in transaction (in shares) | 325,000 | 650,000 | |||||
Meteora Capital, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Private placement warrants | |||||||
Subsequent Event [Line Items] | |||||||
Warrant outstanding | 3,000,000 | 0 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Recapitalization Transaction, Covenant, Minimum Total Future Capital Raise | $ 7,000,000 | ||||||
Subsequent Event | Meteora Capital, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 3,734,062 | ||||||
Recapitalization Transaction, Covenant, Required Investment | $ 500,000 | ||||||
Class Of Warrant Or Right, Exercise Price, Fixed Value | $ 3,500,000 | ||||||
Subsequent Event | Private placement warrants | |||||||
Subsequent Event [Line Items] | |||||||
Warrant outstanding | 3,500,000 | ||||||
Exercise price (in dollars per share) | $ 0.001 | ||||||
Subsequent Event | Restricted Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares authorized to be issued (in shares) | 545,000 | ||||||
Subsequent Event | Restricted Stock | Vest on December 31, 2023 | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 50% | ||||||
Subsequent Event | Restricted Stock | Vest on December 31, 2024 | |||||||
Subsequent Event [Line Items] | |||||||
Vesting percentage | 50% |