Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Embark Technology, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001827980 |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 244,488 | $ 264,615 |
Restricted cash, short-term | 65 | 130 |
Prepaid expenses and other current assets | 12,005 | 12,746 |
Total current assets | 256,558 | 277,491 |
Restricted cash, long-term | 812 | 275 |
Property, equipment and software, net | 11,086 | 9,637 |
Operating lease right-of-use assets | 6,099 | |
Other assets | 3,722 | 3,596 |
Total assets | 278,277 | 290,999 |
Current liabilities: | ||
Accounts payable | 4,099 | 2,497 |
Accrued expenses and other current liabilities | 6,151 | 3,142 |
Current portion of operating lease liabilities | 1,948 | |
Short-term notes payable | 357 | 358 |
Total current liabilities | 12,555 | 5,997 |
Long-term notes payable | 641 | 722 |
Warrant liability | 27,264 | 49,419 |
Non-current portion of operating lease liabilities | 4,438 | |
Other long-term liability | 111 | 50 |
Long-term deferred rent | 177 | |
Total liabilities | 45,009 | 56,365 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and none outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 434,573 | 417,492 |
Accumulated deficit | (201,350) | (182,903) |
Total stockholders' equity | 233,268 | 234,634 |
Total liabilities and stockholders' equity | 278,277 | 290,999 |
Class A common stock | ||
Stockholders' equity: | ||
Common stock, value | 36 | 36 |
Class B common stock | ||
Stockholders' equity: | ||
Common stock, value | $ 9 | $ 9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 260,582,311 |
Preferred stock, shares issued (in shares) | 0 | 0 | 260,582,311 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 260,582,311 |
Class A common stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 4,000,000,000 | 4,000,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 362,832,986 | 362,832,986 | 141,216,455 |
Class B common stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 0 |
Common stock, shares issued (in shares) | 87,078,981 | 87,078,781 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 18,695 | $ 6,231 |
General and administrative | 21,926 | 2,290 |
Total operating expenses | 40,621 | 8,521 |
Loss from operations | (40,621) | (8,521) |
Other income (expense): | ||
Change in fair value of warrant liability | 22,156 | 0 |
Other income | 26 | 9 |
Interest income | 13 | 30 |
Interest expense | (21) | 0 |
Loss before provision for income taxes | (18,447) | (8,482) |
Net loss | (18,447) | (8,482) |
Net loss attributable to common stockholders, basic | (18,447) | (8,482) |
Net loss attributable to common stockholders, diluted | $ (18,447) | $ (8,482) |
Net loss per share attributable to common stockholders: | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | $ (0.18) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) | $ (0.18) |
Weighted-average shares used in computing net loss per share attributable to common stockholders: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 452,623,022 | 47,538,331 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 452,623,022 | 47,538,331 |
Class A common stock | ||
Net loss per share attributable to common stockholders: | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | $ (0.18) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) | (0.18) |
Weighted-average shares used in computing net loss per share attributable to common stockholders: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 365,544,041 | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 364,088,219 | |
Class B common stock | ||
Net loss per share attributable to common stockholders: | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | (0.18) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) | $ (0.18) |
Weighted-average shares used in computing net loss per share attributable to common stockholders: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 87,078,981 | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 87,078,981 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (18,447) | $ (8,482) | $ (124,213) | $ (21,531) |
Other comprehensive loss (net of tax): | ||||
Unrealized losses on available-for-sale securities, net | 0 | (19) | (45) | (24) |
Comprehensive loss | $ (18,447) | $ (8,501) | $ (124,258) | $ (21,555) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Preferred Stock and Stockholder's Equity - USD ($) $ in Thousands | Preferred StockNon-Founders Preferred Stock | Preferred StockFounders Preferred Stock | Common StockClass A common stock | Common StockClass B | Common Stock | Warrants | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Founders Preferred Stock | Total | ||
Beginning balance (in shares) at Dec. 31, 2019 | 140,201,723 | 484,912 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ 128,297 | $ (37,159) | $ 69 | $ 91,208 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued upon exercise of stock options (in shares) | 1,014,732 | 1,934,106 | |||||||||||
Shares issued upon exercise of stock options | 121 | $ 121 | |||||||||||
Vesting of early exercised options | 61 | 61 | |||||||||||
Net loss | (21,531) | (21,531) | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 260,582,311 | 484,912 | 141,216,455 | 484,912 | |||||||||
Ending balance at Dec. 31, 2020 | $ 1 | $ 0 | $ 0 | 129,449 | (58,690) | 45 | 70,805 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued upon exercise of stock options (in shares) | 1,244,349 | ||||||||||||
Shares issued upon exercise of stock options | 94 | 94 | |||||||||||
Vesting of early exercised options | 5 | 5 | |||||||||||
Stock-based compensation | 598 | 598 | |||||||||||
Issuance of common stock warrants | 83 | 83 | |||||||||||
Other comprehensive loss | (19) | (19) | |||||||||||
Net loss | (8,482) | (8,482) | |||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 260,582,311 | 484,912 | 142,460,804 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 1 | $ 0 | $ 0 | 130,229 | (67,172) | 26 | 63,084 | ||||||
Beginning balance (in shares) at Dec. 31, 2020 | 260,582,311 | 484,912 | 141,216,455 | 484,912 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 1 | $ 0 | $ 0 | 129,449 | (58,690) | 45 | $ 70,805 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued upon exercise of stock options (in shares) | 1,758,750 | 1,781,794 | |||||||||||
Shares issued upon exercise of stock options | 189 | $ 189 | |||||||||||
Vesting of early exercised options | 66 | 66 | |||||||||||
Net loss | (124,213) | (124,213) | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 362,832,986 | 87,078,781 | 23,153,266 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 36 | [1] | $ 9 | [1] | $ 23,153,266 | 417,492 | (182,903) | 0 | $ 234,634 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued upon exercise of stock options (in shares) | 3,615,572 | ||||||||||||
Shares issued upon exercise of stock options | 372 | $ 372 | |||||||||||
Vesting of early exercised options | 11 | 11 | |||||||||||
Stock-based compensation | 16,698 | 16,698 | |||||||||||
Repurchase of early exercised options | 0 | 0 | |||||||||||
Net loss | (18,447) | (18,447) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 362,832,986 | 87,078,781 | 23,153,266 | ||||||||||
Ending balance at Mar. 31, 2022 | $ 36 | $ 9 | $ 434,573 | $ (201,350) | $ 0 | $ 233,268 | |||||||
[1] | Insignificant amounts are rounded to zero (“— ”) for disclosure |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (18,447) | $ (8,482) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 383 | 222 |
Amortization expense - right-of-use assets - operating leases | 488 | |
Stock-based compensation, net of amounts capitalized | 16,602 | 562 |
Issuance of warrants for services | 0 | 83 |
Change in fair value of warrants | (22,156) | 0 |
Net amortization of premiums and accretion of discounts on investments | 0 | 120 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 682 | 29 |
Other assets | (126) | (65) |
Accounts payable | 1,644 | 264 |
Other long-term liabilities | 60 | 0 |
Accrued expenses and other current liabilities | 2,645 | 476 |
Net cash used in operating activities | (18,225) | (6,791) |
Cash flows from investing activities | ||
Maturities of investments | 0 | 18,243 |
Purchase of property, equipment and software | (1,717) | (973) |
Net cash provided by (used in) investing activities | (1,717) | 17,270 |
Cash flows from financing activities | ||
Payment towards notes payable | (81) | (66) |
Proceeds from exercise of stock options | 372 | 94 |
Repurchase of early exercised stock options | (4) | 0 |
Net cash provided by (used in) financing activities | 287 | 28 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (19,655) | 10,507 |
Cash, cash equivalents and restricted cash at beginning of period | 265,020 | 11,460 |
Cash, cash equivalents and restricted cash at end of period | 245,365 | 21,967 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the year for interest | 18 | 16 |
Supplemental schedule of noncash investing and financing activities | ||
Acquisition of property, equipment and software in accounts payable | 284 | 176 |
Acquisition of trucks by assuming notes payable | 0 | 278 |
Right-of-use assets obtained in exchange for lease obligations | 6,587 | 0 |
Stock-based compensation capitalized into internally developed software | 156 | 36 |
Vesting of early exercised stock options | $ 15 | $ 5 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Embark Technology, Inc. was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 10, 2021 (the “Closing Date”), the Company (at such time named Northern Genesis Acquisition Corp. II) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated June 22, 2021 with the pre-Business Combination company, Embark Trucks, Inc. (“Embark Trucks”). In connection with the consummation of the Business Combination, the Company changed its name from Northern Genesis Acquisition Corp. II to Embark Technology, Inc. and became the parent entity of Embark Trucks. The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the financial statements represent the accounts of Embark as if Embark is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (approximately 2.98 shares of Company Class A common stock for 1 share of Embark Class A common stock). The principal activities of Embark Technology, Inc. (“Embark” or the “Company”) include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. Other than Embark Trucks, the Company has no subsidiaries as of March 31, 2022. The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models - transfer point and direct-to-customer, to expand its partnerships with shippers and carriers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations through March 31, 2022. Prior to the Merger, NGA ordinary shares and warrants were traded on the New York Stock Exchange (“NYSE”) under the ticker symbols “NGAB” and “NGAB.WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NASDAQ under the ticker symbols “EMBK” and “EMBKW”, respectively. One of the primary purposes of the Merger was to provide a platform for Embark Trucks to gain access to the U.S. capital markets. Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Unaudited Interim Financial Information These interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto contained elsewhere in this prospectus. The condensed consolidated balance sheet at December 31, 2021, has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and the Company’s results of operations and cash flows for the three months ended March 31, 2022 and 2021. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Business Combination The Company entered into the Merger Agreement with NGA, a special purpose acquisition company, on June 22, 2021. On November 10, 2021, as part of the Business Combination, Merger Sub, a newly formed subsidiary of NGA, merged with and into Embark Trucks. In connection with the consummation of the Business Combination, the separate corporate existence of Merger Sub ceased; Embark Trucks survived and became a wholly owned subsidiary of NGA, which was renamed Embark Technology, Inc. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under the guidance in ASC 805, Embark was treated as the “acquired” company for financial reporting purposes. Embark Trucks was deemed the accounting predecessor of the combined business, and Embark Technology, Inc., as the parent company of the combined business, was the successor SEC registrant, meaning that Embark’s financial statements for previous periods will be disclosed in the registrant’s periodic reports filed with the SEC. The Business Combination had a significant impact on Embark’s reported financial position and results as a consequence of the reverse recapitalization. The most significant changes in Embark’s reported financial position and results were a net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2 million. As of March 31, 2022 and December 31, 2021, the Company had warrant liabilities of $27.3 million and $49.4 million, respectively. Liquidity and Capital Resources On November 10, 2021, Embark consummated the Business Combination, generating net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2 million. The Company has incurred losses from operations since inception. The Company incurred net losses of $18.4 million and $8.5 million for the three months ended March 31, 2022 and 2021, respectively, and accumulated deficit amounts to $201.4 million and $182.9 million as of March 31, 2022 and December 31, 2021, respectively. Net cash used in operating activities was $18.2 million and $6.8 million for the three months ended March 31, 2022 and 2021, respectively. The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. As of March 31, 2022 and December 31, 2021, the Company’s balance of cash and cash equivalents was $244.5 million and $264.6 million, respectively. Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents and investments, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company’s ability to continue as a going concern is dependent on management’s ability to control operating costs and demonstrate progress against its technical roadmap. This involves developing new capabilities for the Embark Driver software and improving the reliability and performance of the software on public roads. Demonstrating ongoing technical progress will enable the Company to obtain funds from outside sources of financing, including financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segment Information Under Accounting Standards Codification (“ASC 280”), Segment Reporting Concentration of Risks Embark’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. Embark maintains its cash and cash equivalents, restricted cash and investments with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. Impact of COVID-19 The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of, partners, suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2021. The impacts from stay-at-home orders and other updated local government indoor operation measures are no longer impacting the Company’s operations in 2021, however, there remains uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with these updated guidelines. At current, these changes have not impacted the Company’s operations. In response to the Delta and Omicron variants, local governments updated their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time. | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Embark Technology, Inc. was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 10, 2021 (the “Closing Date”), the Company (at such time named Northern Genesis Acquisition Corp. II) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated June 22, 2021 with the pre-Business Combination Embark Trucks, Inc. In connection with the consummation of the Business Combination, the Company changed its name from Northern Genesis Acquisition Corp. II to Embark Technology, Inc. The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the financial statements represent the accounts of Embark as if Embark is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (2.98 shares of Company Class A common stock for 1 share of Embark Class A common stock). The principal activities of Embark Technology, Inc. (“Embark” or the “Company”) include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. The Company has no subsidiaries as of December 31, 2021 and 2020. The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models — transfer point and direct-to-customer, to expand its partnerships with shippers and carriers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations through December 31, 2021. Prior to the Merger, NGA ordinary shares and warrants were traded on the New York Stock Exchange (“NYSE”) under the ticker symbols “NGAB” and “NGAB.WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NASDAQ under the ticker symbols “EMBK” and “EMBKW”, respectively. One of the primary purposes of the Merger was to provide a platform for Embark to gain access to the U.S. capital markets. See Note 3 – Business Combination, for additional details. Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the SEC. Liquidity and Capital Resources On November 10, 2021, we consummated the Business Combination generating net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2. The Company has incurred losses from operations since inception. The Company incurred net losses of $124.2 million and $21.5 million, for the years ended December 31, 2021 and 2020, respectively, and Accumulated deficit amounts to $182.9 million, and $58.7 million, as of December 31, 2021 and 2020, respectively. Net cash used in operating activities was $64.9 million and $19.1 million, for the years ended December 31, 2021 and 2020, respectively. The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. As of December 31, 2021 and 2020, the Company’s balance of cash and cash equivalents was $264.6 million and $11.1 million, respectively. As of December 31, 2021and 2020, the Company’s balance of available-for-sale investments was $0.0 million and $53.6 million, respectively. Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents and investments, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company’s ability to continue as a going concern is dependent on management’s ability to control operating costs and demonstrate progress against its technical roadmap. This involves developing new capabilities for the Embark Driver software and improving the reliability and performance of the software on public roads. Demonstrating ongoing technical progress will enable the Company to obtain funds from outside sources of financing, including financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. On August 25, 2021 and August 27, 2021, the Company entered into commitment letters (collectively, the “Commitment Letters”) with certain investors (collectively, the “Investors”) pursuant to which such Investors each provided a commitment to invest, upon the Company’s election, up to $5 million in the Company in the form of Series C Preferred Stock of the Company in the event that the merger agreement entered into on June 22, 2021, by and among Northern Genesis Acquisition Corp. II, NGAB Merger Sub Inc. and the Company (the “Merger Agreement”) is terminated and the transactions contemplated thereby (collectively the “Business Combination”) is not consummated. The Business Combination was completed, and each of the Investor’s obligations under the applicable Commitment Letter were terminated in November 2021. Fiscal Periods The Company’s fiscal year begins on January 1 and ends of December 31. The Company refers to the fiscal years as “fiscal year 2022”, “fiscal year 2021” and “fiscal year 2020”. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segment Information Under Accounting Standards Codification (“ASC 280”), Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America. Concentration of Risks Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and short-term investments. We maintain our cash and cash equivalents, restricted cash and investments with high- quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. Impact of COVID-19 The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2021. The impacts from stay-at-home orders and other updated local government indoor operation measures are no longer impacting the Company’s operations in 2021, however, there remains uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with these updated guidelines. At current, these changes have not impacted the Company’s operations. In response to the Delta and Omicron variants, local governments updated their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the incremental borrowing rate (“IBR”) applied in lease accounting, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the valuation of warrants to purchase the Company’s stock and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had $244.5 million and $264.6 million of cash and cash equivalents, respectively, which included cash equivalents of $13.4 million and $22.3 million in highly liquid investments as of March 31, 2022 and December 31, 2021, respectively. The Company maintains letters of credit to secure leases of the Company’s offices and facilities. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the Company had $0.9 million and $0.4 million in restricted cash, respectively. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s condensed consolidated balance sheets. The Company determines short-term or long-term classification based on the expected duration of the restriction. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of As of March 31, December 31, 2022 2021 2021 Cash and cash equivalents 244,488 21,562 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash 245,365 21,967 265,020 Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments Level 1 — Level 2 — Level 3 — Public and Private Warrants As part of NGA’s initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share 6.7 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging Embedded Derivatives Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s condensed consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. The Company elected the practical expedient not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition practical expedient for all leases that qualify. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of March 31, 2022 and December 31, 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the stock price of the underlying common shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with the Company’s long- lived assets impairment policy. Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. Change in fair value of warrant liability Change in fair value of warrant liability represents the change in fair value of Public, Private, Working Capital and Forward Purchase Agreement (“FPA”) Warrants. For each reporting period, Embark will determine the fair value of the warrant liability, and record a corresponding non-cash benefit or non-cash charge, due to a decrease or increase, respectively, in the calculated warrant liability. Other Income As part of the Company’s research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s Condensed Consolidated Statement of Operations. Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and the Company’s cash and cash equivalents. Interest Expense Interest expense consisted primarily of interest on the Company’s various truck financing arrangements. Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses. No dividends were declared or paid for the three months ended March 31, 2022 and March 31, 2021. No preferred stock was outstanding as of March 31, 2022. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in stockholders’ equity during the period other than from transactions with stockholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), date of initial application. The Company elected the “package of practical expedients,” which permits Embark not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized right-of-use assets of $4.4 million and lease liabilities of $4.5 million, respectively, which are related to its various operating leases (Note 10). The difference between the right-of-use assets and lease liabilities is primarily attributed to the elimination of deferred rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption of ASC 842. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In May 2021, the FASB issued ASU 2021-04, Modification of equity-classified written call options Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. In October 2020, the FASB issue ASU No. 2020-10, Codification Improvements | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the fair value of common stock and the valuation of warrants to purchase the Company’s stock, the valuation of derivative liabilities and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had $264.6 million,and $11.1 million of cash and cash equivalents, which included cash equivalents of $22.3 million, and $7.6 million in highly liquid investments as of December 31, 2021 and 2020, respectively. The Company maintains a letter of credit to secure a lease of the Company’s headquarters. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s balance sheets. As of December 31, 2021 and 2020, the Company had $0.4 million,and $0.4 million in restricted cash. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s balance sheets. The balances to be reclassified to cash in the next twelve months are classified as restricted cash, short-term with the remaining balance classified as restricted cash, long-term on the balance sheets. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 264,615 $ 11,055 Restricted cash, short-term 130 65 Restricted cash, long-term 275 340 Cash, cash equivalents and restricted cash $ 265,020 $ 11,460 Investments The Company’s primary objectives of its investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s investments are made in United States (“U.S.”) treasury securities, U.S. government money market funds or other direct securities issued by the U.S. Government or its agencies. The Company classifies its investments as available-for-sale at the time of purchase since it is intended that these investments are available for current operations. Investments not considered cash equivalents and with maturities of one year or less from the balance sheet dates are classified as marketable securities investments. Investments with maturities greater than one year from the balance sheet dates are classified as long-term investments. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive income (loss), net of tax, unless they are determined to be other-than-temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold. As of December 31, 2021, the Company did not hold any investments. As of December 31, 2020, the Company held $53.6 million available-for-sale investments. There were no other-than-temporary impairments as of December 31,2020. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements Level 1 — Level 2 — Level 3 — The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows: As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 — — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 — — $ 1,337 Warrant liabilities - public warrants $ 27,669 — — $ 27,669 Warrant liabilities - working capital warrants — — $ 4,700 $ 4,700 Warrant liabilities - private warrants — — $ 15,714 $ 15,714 In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants. As of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 7,586 — — $ 7,586 Short-term investments United States treasury securities — $ 53,553 — $ 53,553 The fair value of the following liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on date of Merger. For the year ended December 31, 2021 the liability classified Private and Working Capital warrants were fair valued using the Black Scholes Option Pricing Model. For the year ended December 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrants of approximately $8.2 million, respectively, presented as other income (expense) on the accompanying statement of operations. Public and Private Warrants As part of NGAs’ initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share of Class A common stock of NGA and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Further, NGA completed the private sale of 6.7 million warrants to NGA’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 Private Warrants remained outstanding as of December 31, 2021. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging, or ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying Balance Sheets and changes in fair value recorded in other expense within the Statements of Operations. Upon the consummation of the Merger, the related convertible note liability was extinguished. For the year ended December 31, 2021, the Company held no derivative instruments. Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 Leases The Company accounts for leases under Accounting Standards Codification Topic 840 (“ASC 840”). We categorize leases at their inception as either operating or capital leases based on whether the terms of the lease agreement effectively transfers ownership of the underlying asset to the company. The criteria for evaluation of capital leases include an evaluation of whether title transfers at the end of the lease term, whether the lease includes a bargain purchase option, whether the lease term is for a majority of the underlying assets useful life, or the contractual lease payments equal a majority of the fair value of the underlying asset. Our outstanding leases are primarily operating leases. For operating leases, we recognize lease costs on a straight-line basis upon the earlier of the inception date per rent agreement or the date on which control of the space is achieved, without regard to deferred payment terms such as rent holidays considered at inception of lease that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. We categorized our deferred rent as part of the accrued expenses and other current liabilities, and the long-term deferred rent financial statement line items. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. Deferred Transaction Costs Deferred transaction costs, which consist of direct incremental legal, consulting, and accounting fees relating to the merger transaction, are capitalized until they are recorded against proceeds upon the consummation of the transaction. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2021 and 2020. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the estimated fair value of the underlying ordinary shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with our long- lived assets impairment policy. Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. Other Income As part of our research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s Statement of Operations. Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents. Interest Expense Interest expense consisted primarily of interest on our convertible notes payable, which was repaid upon consummation of the Business Combination. Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses.No dividends were declared or paid for the year ended December 31, 2021 or 2020. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in shareholders’ equity during the period other than from transactions with shareholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), to improve the effectiveness of disclosures in the note to the financial statements by facilitating clear communication of the information required by generally accepted accounting principles. The adoption of ASU 2018-13 is effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact to the Company’s results of operations for the year ended December 31, 2021. In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 was early adopted in conjunction with the adoption of ASU 2018-07. The new ASU was adopted using a modified retrospective transition approach with no impact to the Company’s financial statements. Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases. This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. In May 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which deferred the effective dates for non-public entities. Therefore, this standard is effective for annual reporting periods, and interim periods within those years, for public entities beginning after December 15, 2018 and for private entities beginning after December 15, 2021. Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Entities may elect to apply either approach. There are also a number of optional practical expedients that entities may elect to apply. The Company is currently assessing the impact of this standard on its financial statements. The Company expects to record a right-of-use asset and lease liability in the range of $ 4.1-5.0 million, connection with adopting this standard as of January 1, 2022. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the financial statements. In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. In May 2021, the FASB issued ASU 2021-04. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. This guidance will be effective for us on January 1, 2022 with early adoption permitted and will be applied prospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BALANCE SHEET COMPONENTS | 3. BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Prepaid insurance $ 6,890 $ 7,459 Prepaid software 2,224 2,564 Income tax receivable 494 494 Short-term deposits 570 448 Prepaid salary 476 279 Prepaid warrant 876 936 Other 475 566 Total prepaid expenses and other current assets $ 12,005 $ 12,746 Property, Equipment and Software Property, equipment and software consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Machinery and equipment $ 406 $ 344 Electronic equipment 578 413 Vehicles and vehicle hardware 6,929 6,268 Leasehold improvements 278 258 Developed software 6,108 5,184 Other 27 26 Property, equipment and software, gross 14,326 12,493 Less: accumulated depreciation and amortization (3,240) (2,856) Total property, equipment and software, net $ 11,086 $ 9,637 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $0.4 million and $0.2 million, respectively. Other Assets Other assets consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Intangible assets $ 3 $ 4 Long-term deposits 3,719 3,592 Total Other Assets $ 3,722 $ 3,596 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Accrued payroll expenses* $ 3,189 $ 823 Accrued legal expenses 696 124 Accrued transaction costs 1,092 1,092 Other 1,174 1,103 Total accrued expenses and other current liabilities $ 6,151 $ 3,142 | 4. BALANCE SHEET COMPONENTS Short-term Investments The Company did not have any short-term investments as of December 31, 2021. Short-term investments as of December 31, 2020, consist of the following (in thousands): Cost or Unrealized As of December 31, 2020 Amortized Cost Gains Fair Value U.S government securities $ 53,508 $ 45 $ 53,553 $ 53,508 $ 45 $ 53,553 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Prepaid insurance $ 7,459 $ 138 Accrued interest and dividends — 201 Prepaid software 2,564 279 Prepaid hardware 30 — Income tax receivable 494 494 Short-term deposits 448 55 Other prepaid expenses 1,647 176 Other current assets 104 24 Total prepaid expenses and other current assets $ 12,746 $ 1,367 Property, Equipment and Software Property, equipment and software consist of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Machinery and equipment $ 344 $ 207 Electronic equipment 413 130 Vehicles and vehicle hardware 6,268 4,144 Leasehold improvements 258 119 Developed software 5,184 3,709 Other 26 — Property, equipment and software, gross 12,493 8,309 Less: accumulated depreciation and amortization (2,856) (1,783) Total property, equipment and software, net $ 9,637 $ 6,526 Depreciation and amortization expense for the years ended December 31, 2021 and 2020, was $1.1 million, and $0.8 million, respectively. Other Assets Other assets consist of the following as of December 31, 2021 and 2020, respectively (in thousands): December 31, December 31, 2021 2020 Intangibles assets $ 4 $ 3 Long-term deposits 3,592 75 Total Other Assets $ 3,596 $ 78 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020, respectively (in thousands): December 31, 2021 2020 Accrued payroll expenses 823 259 Accrued general expenses 1,745 524 Accrued legal expenses 124 — Accrued software expenses — — Accrued consultant expenses 380 — Short-term deferred rent (15) 51 Early Exercise liability 26 11 Income tax payable 47 47 Other 12 — Total accrued expenses and other current liabilities $ 3,142 $ 892 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENTS The carrying value and fair value of the Company’s financial instruments as of March 31, 2022 and December 31, 2021, respectively, are as follows: As of March 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total (unaudited) Assets Cash equivalents: United States money market funds $ 13,349 $ — $ — $ 13,349 Liabilities Warrant liabilities - FPA warrants $ 760 $ — $ — $ 760 Warrant liabilities - public warrants $ 15,732 $ — $ — $ 15,732 Warrant liabilities - working capital warrants $ — $ — $ 2,480 $ 2,480 Warrant liabilities - private warrants $ — $ — $ 8,292 $ 8,292 As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 $ — $ — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 $ — $ — $ 1,337 Warrant liabilities - public warrants $ 27,669 $ — $ — $ 27,669 Warrant liabilities - working capital warrants $ — $ — $ 4,700 $ 4,700 Warrant liabilities - private warrants $ — $ — $ 15,714 $ 15,714 As of March 31, 2022, there was no transfer from Level 2 to Level 3. As of December 31, 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Public Warrants. The fair value of the above liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on November 10, 2021. The FPA warrants and public warrants were valued using the public price as of March 31, 2022. The Private and Working Capital warrants were fair valued using the Black Scholes Option Pricing Model as of March 31, 2022. For the three months ended March 31, 2022, the Company recognized income in the condensed consolidated statement of operations resulting from a change in the fair value of warrants of approximately $22.2 million, presented as other income (expense) on the accompanying condensed consolidated statement of operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY | 5. STOCKHOLDERS’ EQUITY Shares Authorized and Issued As of March 31, 2022, the Company had authorized a total of 4,110,000,000 shares for issuance with 4,000,000,000 shares designated as Class A common stock, 100,000,000 shares designated as Class B common stock and 10,000,000 shares designated as preferred stock. As of March 31, 2022, the Company had 362,832,986 issued as Class A common stock and 87,078,981 issued as Class B common stock. Preferred Stock As of March 31, 2022, there were 10,000,000 shares of preferred stock authorized and no shares of preferred and founders preferred stock was issued or outstanding. The Company’s preferred stock, as of March 31, 2022, does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. Class A and Class B Common Stock The Company’s Board of Directors has authorized two class of common stock, Class A and Class B. Holders of Class A and Class B common stock are not entitled to preemptive or other similar subscription rights to purchase any of Embark Technology’s securities. Class A common stock is neither convertible nor redeemable. Class B common stock is convertible into Class A common stock. Unless Embark Technology’s board of directors determines otherwise, Embark Technology will issue all of Embark Technology’s capital stock in certificated form. The Embark Founders held all outstanding shares of Class B common stock up on consummation of the Business Combination. In connection with the merger with NGA on November 10, 2021, the Embark Founders exchanged 87,078,981 shares of Founder’s common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten votes per share. The Company recorded the incremental value of $13.6 million associated with this transaction as stock-based compensation in general and administrative expenses. The significant rights, privileges and preferences of common stock as of March 31, 2022 are as follows: Liquidation Preference If Embark Technology is involved in voluntary or involuntary liquidation, dissolution or winding up of Embark’s affairs, or a similar event, each holder of Embark Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Embark Technology preferred stock, if any, then outstanding. Dividends Each holder of shares of Embark Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of Embark’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Embark’s Preferred Stock, if any, and any contractual limitations on Embark’s ability to declare and pay dividends. Voting Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided by the Second Amended and Restated Certificate of Incorporation of Northern Genesis Acquisition Corp. II (the “Charter”). Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders, as provided by the Embark Charter. Following the Business Combination, holders of Class B Common Stock have the ability to control the business affairs of Embark. Embark’s Amended and Restated Bylaws (the “Bylaws”) provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Bylaws or the Charter, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights. | 5. STOCKHOLDERS’ EQUITY Shares Authorized and Outstanding As of December 31, 2021, the Company had authorized a total of 4,110,000,000 shares for issuance with 4,000,000,000 shares designated as Class A common stock, 100,000,000 shares designated as Class B common stock and 10,000,000 shares designated as preferred stock. Preferred and Founders Preferred Stock As of December 31, 2021, there were 10,000,000 shares of preferred stock authorized and no shares of preferred and founders issued outstanding Upon the completion of the Embark Pre-Closing Reorganization, Old Embark preferred stock was automatically converted into New Embark Common Stock, whereby eighty percent (80%) of Old Embark Common Stock held by the Founders converted into shares of Class B Common Stock and twenty percent (20%) of Embark Common Stock held in trust converted into shares of Class A common stock, and all other holders of Embark Common Stock converted into shares of Class A common stock using a conversion ratio of 2.98 calculated in accordance with the terms of the Merger Agreement. The following table is a summary of the preferred stock and founders preferred stock as of December 31, 2020 (in thousands, except for share data): Shares Issued Per Share Shares and Issue Price Liquidation Authorized Outstanding Cash Raised per Share Preference Founders Preferred Stock (1) 3,355,453 484,912 $ — $ 0.00 $ 0.00 Series A-1 Preferred Stock 10,902,512 10,902,512 375 0.10 0.10 Series A-2 Preferred Stock 16,026,811 16,026,811 735 0.14 0.14 Series A-3 Preferred Stock 7,413,655 7,413,655 425 0.17 0.17 Series A-4 Preferred Stock 1,762,026 1,762,026 100 0.17 0.17 Series A-5 Preferred Stock 7,995,163 7,995,163 550 0.21 0.21 Series A-6 Preferred Stock 10,881,464 10,881,464 2,390 0.66 0.66 Series A-7 Preferred Stock 45,162,478 45,162,478 12,399 0.82 0.82 Series B Preferred Stock 97,945,845 97,945,845 30,000 0.91 (1) 0.93 Series C Preferred Stock 62,492,368 62,492,367 70,001 3.34 (1) 3.50 Total 263,937,775 261,067,233 $ 116,975 (1) As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was converted into series B and C preferred stock. The original issuance price for the series B and C financing round was $0.93 and $3.50 respectively. The share price of $0.91 and $3.34 presented in the table above represents the average share price of shares issued and outstanding after the founder preferred stock was converted into series B and C shares. The Company incurred $0.1 million, $0.1 million, $0.1 million of issuance costs related to series A, series B, and series C respectively. Redemption The Company’s preferred stock, as of December 31, 2021, does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. The Company’s preferred stock contain a redemption feature that is contingent upon the occurrence of a deemed liquidation event or a change in control, as defined in the Company’s Certificate of Incorporation. As a deemed liquidation event or change in control event is within the control of the Company, preferred stock is presented as a component of the Company’s permanent equity on the balance sheets. Transactions Related to Founders Preferred Stock Founders preferred stock is substantively the same as common stock, as they share identical rights and features. The founders preferred stock can be converted into common stock on a one-to-one basis at any time. The founders preferred stock is presented as a component of the Company’s permanent equity. In 2016, 1,788,375 shares of founders preferred stock were issued. The Company repurchased and retired 582,400 shares of founders preferred stock and subsequently enacted a reverse stock split of 6:1 which reduced the founder shares outstanding to 200,995. During fiscal year 2018, certain founders sold 76,010 shares of their founders preferred stock to an investor of series B preferred stock and such shares automatically converted into shares of series B preferred stock pursuant to the terms of the Company’s Certificate of Incorporation. Subsequently in 2018, the Company enacted a forward split of 1 During the fiscal year 2019, certain founders sold 962,298 shares to an investor of series C preferred stock and such shares automatically converted into shares of series C preferred stock pursuant to the terms of the Company’s Certificate of Incorporation. As of December 31, 2020 there was 484,912 founders preferred stock outstanding. Transactions Related to Preferred Stock All share and per share information has been retroactively adjusted to reflect any stock splits. In August 2019, the Company issued 20,949,454 shares of series C preferred stock at a purchase price of $3.50 per share and received $70.0 million in proceeds. Class A and Class B Common Stock The Company’s Board of Directors has authorized two class of common stock, Class A and Class B. Holders of Class A and Class B common stock are not entitled to preemptive or other similar subscription rights to purchase any of Embark Technology’s securities. Class A common stock is neither convertible nor redeemable. Class B common stock is convertible into Class A common stock. Unless Embark Technology’s board of directors determines otherwise, Embark Technology will issue all of Embark Technology’s capital stock in certificated form. The Embark Founders held all outstanding shares of Class B common stock up on consummation of the Business Combination. In connection with the merger with NGA on November 10, 2021, the Embark Founders exchanged 87,078,781shares of Founder’s common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten votes per share. The Company recorded the incremental value of $13.6 million associated with this transaction as stock-based compensation in general and administrative expenses. The significant rights, privileges and preferences of common stock as of December 31, 2021 are as follows: Liquidation Preference If Embark Technology is involved in voluntary or involuntary liquidation, dissolution or winding up of Embark Technology’s affairs, or a similar event, each holder of Embark Technology Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Embark Technology preferred stock, if any, then outstanding. Dividends Each holder of shares of Embark Technology Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of Embark Technology’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Embark Technology’s Preferred Stock, if any, and any contractual limitations on Embark Technology’s ability to declare and pay dividends. Voting Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided by the Embark Technology Charter. Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders, as provided by the Embark Technology Charter. Following the Business Combination, holders of Class B Common Stock will have the ability to control the business affairs of Embark Technology. The Embark Technology Bylaws provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Embark Technology Bylaws or the Embark Technology Charter, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 6. WARRANTS As of March 31, 2022, the following warrants were issued and outstanding: Fair Value Exercise Warrants Price Per Price per Description Classification Issue Date Outstanding Share Share Expiration FPA warrants (1) Liability November 10, 2021 666,663 $ 1.14 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 1.14 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 1.24 $ 11.50 November 10, 2026 Working capital warrants Liability November 10, 2021 2,000,000 $ 1.24 $ 11.50 November 10, 2026 (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 The Company determined the FPA, Public, Private and Working Capital warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants, of $41.2 million. The fair value of the FPA and Public warrants were remeasured as of the reporting date with the change in value reflected as part of Other Expense. The fair value of $27.3 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of March 31, 2022: Risk – free interest rate 2.43 % Expected term (in years) 4.61 Expected dividend yield 0 % Expected volatility 45.0 % The Company estimates the volatility of its warrants based on a combination of volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero |
STOCK-BASED COMPENSATION EXPENS
STOCK-BASED COMPENSATION EXPENSE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION EXPENSE | 7. STOCK-BASED COMPENSATION EXPENSE Stock Option Plan In connection with the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), under which the Company grants cash and equity incentive awards to directors, employees (including named executive officers) and consultants in order to attract, motivate and retain the talent for which the Company competes. The Company terminated the 2016 Stock Plan, provided that the outstanding awards previously granted under the 2016 Plan continue to remain outstanding under the 2016 Plan. Under the 2021 Plan, as of March 31, 2022, the Company has authorized to issue a maximum number of 58,713,535 shares of Class A common stock, with annual increases beginning January 1, 2022 and ending on and including January 1, 2031 of 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the preceding calendar year. Embark Trucks adopted the 2016 Stock Plan in October 2016 (the “2016 Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock (8,941,878 shares post-split in June 2018) for issuance and designated forfeited option shares to be returned to the option reserve. Options may be early exercised and are exercisable for a term of 10 years from the date of grant. As of March 31, 2022, the Company had registered 79,742,504 shares to be reserved for option grants, RSUs and PSUs previously issued under the 2016 Plan. The Company will not issue additional awards under the 2016 Plan. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term — Expected Volatility — Expected Dividend Yield — zero Risk-Free Interest Rate — Three Months Ended March 31, 2022 2021 Risk-free interest rate n/a 0.55 – 1.10 % Expected term (in years) n/a 5.47 – 6.07 Expected dividend yield n/a 0% Expected volatility n/a 36.88 – 51.52% The company did not grant any stock options for the three months ended March 31, 2022. Option Activity Changes in stock options are as follows: Weighted Weighted Average Number of Average Remaining Aggregate Outstanding Exercise Price Contractual Intrinsic Options Per Share Term (years) (in thousands) Outstanding at December 31, 2021 25,358,455 $ 0.20 6.9 $ 215,093 Exercised (3,615,572) 0.11 $ 20,770 Repurchased 13,984 0.29 Cancelled (277,235) 0.59 Outstanding at March 31, 2022 21,479,632 $ 0.21 6.7 $ 121,910 Vested and exercisable as of March 31, 2022 15,271,274 $ 0.13 6.0 $ 88,014 The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company’s common stock price and the exercise price of the stock options. The company did not grant any stock options for the three months ended March 31, 2022. The weighted average grant date fair value per share for the stock option grants during the three months ended March 31, 2021 was $1.88. As of March 31, 2022, the total unrecognized compensation related to unvested stock option awards granted was $5.02 million, which the Company expects to recognize over a weighted-average period of approximately 2.4 Restricted Stock Units Prior to the Business Combination, Embark Trucks also granted employees RSUs which are subject to performance and service-based vesting conditions. As the Company went public upon the completion of the Business Combination in November 2021, the performance condition had been met. The RSUs generally vest over either a four year period with 25% of the awarded For the three months ended March 31, 2022, the Company recognized $12.9 million stock-based expense associated with such RSUs. For the three months ended March 31, 2021, the Company did not recognize any stock-based expense associated with such RSUs as the performance condition had not been satisfied until November 10, 2021. As of March 31, 2022, there was $41.0 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 3.9 A summary of the Company’s RSU activities and related information is as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 9,616,774 $ 8.44 Forfeited (111,572) 8.96 Vested (187,977) 8.36 Balance as of March 31, 2022 9,317,225 $ 8.43 Performance Stock Units During 2021, Embark Trucks granted PSUs to its employees. The PSUs are subject to certain market and performance-based conditions which require the Company to become a registered public company and meet market conditions that are based on the Company achieving six different valuation tranches as derived from the achievement of escalating share price thresholds of $20.00, $35.00, $50.00, $65.00, $80.00 and $100.00 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance condition has been achieved or is considered probably of being achieved, the related stock-based compensation is recognized based on a graded attribution method. For the three months ended March 31, 2022, the Company recognized $2.6 million stock-based expense associated with such PSUs. For the three months ended March 31, 2021, the Company did not recognize any stock-based expense associated with such PSUs as the performance condition had not been satisfied until November 10, 2021. As of March 31, 2022, there was $81.0 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 8.1 The Company’s PSUs activity for the three months ended March 31, 2022 was as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 44,715,756 $ 1.97 Granted — — Forfeited — — Vested — — Balance as of March 31, 2022 44,715,756 $ 1.97 Common Stock Units The Company is obligated to issue shares of Class A common stock upon the vesting of certain restricted stock awards that resulted from Embark Trucks warrants that were issued prior to the Business Combination. Pursuant to the terms of these warrant awards, the restricted stock awards were issued for services at the time of consummation of the Business Combination, and are subject to service vesting terms, with the shares being subject to cancellation. The pre-Business Combination warrants were exercised in their entirety on a cashless basis, with the unvested shares being excluded from the stockholders’ equity and becoming subject to the service vesting condition going forward. Early exercises are reclassified to additional paid-in capital as the Company’s cancellation right lapses. The number of unvested shares of Class A common stock were 1,347,848 as of March 31, 2022. As of March 31, 2022, there was $3.8 million unrecognized stock-based compensation expense related to outstanding Common Stock Units (“CSUs”) granted to non-employees, with a weighted-average remaining vesting period of 2.16 The Company’s CSUs activity for the three months ended March 31, 2022 was as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 1,481,065 $ 2.48 Granted — — Forfeited — $ — Vested (133,217) 2.48 Balance as of March 31, 2022 1,347,848 $ 2.48 The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 3,765 $ 311 General, and administrative 12,837 251 Total stock-based compensation expense $ 16,602 $ 562 Total stock-based compensation that was capitalized into internally developed software asset was $0.2 million and nil | 7. STOCK-BASED COMPENSATION EXPENSE Stock Option Plan In connection with the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), under which the Company grants cash and equity incentive awards to directors, employees (including named executive officers) and consultants in order to attract, motivate and retain the talent for which the Company competes. The Company terminated the 2016 Stock Plan, provided that the outstanding awards previously granted under the 2016 Plan continue to remain outstanding under the 2016 Plan. Under the 2021 Plan, as of December 31, 2021, the Company has authorized to issue a maximum number of 58,713,535 shares of Class A common stock, with annual increases beginning January 1, 2022 and ending on and including January 1, 2031 of 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the preceding calendar year. The Company adopted the 2016 Stock Plan in October 2016 (the “Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock (8,941,878 shares post-split in June 2018) for issuance and designated forfeited option shares to be returned to the option reserve. Options may be early exercised and are exercisable for a term of 10 years from the date of grant.As of December 31, 2020, the Company’s board of directors had authorized 33,959,633 shares to be reserved for options grants under the 2016 Plan. The Company had 6,523,460 shares available for issuance as of December 31, 2020. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term — Expected Volatility — Expected Dividend Yield — Risk-Free Interest Rate — Years Ended December 31, 2021 2020 Risk-free interest rate 0.55‑1.09% 0.29‑1.63% Expected term (in years) 5.47‑6.07 5.66‑6.28 Expected dividend yield. 0% 0% Expected volatility 36.88‑46.74% 31.29‑36.85% The following table presents the impact of stock-based compensation expense on the Statements of Operations for the years ended December 31, 2021 and 2020 respectively (in thousands): Years Ended December 31, 2021 2020 Research and development $ 16,594 $ 743 General, and administrative 30,961 99 Sales and Marketing $ 52 $ — Total stock-based compensation expense $ 47,607 $ 842 Total stock-based compensation that was capitalized into internally developed software asset was $0.2 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively. Option Activity Changes in stock options are as follows: Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Options Exercise Price Contractual Value Outstanding Per Share Term (years) (in thousands) Outstanding at December 31, 2019 23,191,158 $ 0.07 8.29 $ 9,469 Granted 6,787,303 0.28 Exercised (1,934,106) 0.07 1,226 Cancelled (2,627,039) 0.10 Outstanding at December 31, 2020 25,417,316 $ 0.12 7.68 $ 15,194 Granted 3,152,285 0.78 Exercised (1,781,794) 0.15 6,123 Cancelled (1,429,352) 0.21 Outstanding at December 31, 2021 25,358,455 $ 0.20 6.89 $ 215,093 Vested and exercisable as of December 31, 2021 17,675,057 $ 0.10 6.17 $ 151,634 The weighted-average grant date fair value of stock options issued for the years ended December 31, 2021 and 2020 were, $1.86 and $0.42, respectively. The total intrinsic value of stock options exercised was $6.1 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively. The fair value of awards vested in the years ended December 31, 2021 and 2020 was $2.4 million and $1.0 million, respectively. Restricted Stock Units During the period ended December 31, 2021, the Company granted RSUs to its employees. The RSUs are subject to performance and service-based vesting conditions satisfied over four years with one one As of December 31, 2021, there was $55.4 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 4.0 years. The Company’s RSUs activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 9,630,307 8.44 Forfeited (9,194) 8.48 Vested (4,339) 9.01 Outstanding at December 31, 2021 9,616,774 $ 8.44 Performance Stock Units During the year ended December 31, 2021, the Company granted PSUs to its employees. The PSUs are subject to certain market and performance-based conditions which require the Company to become a registered public company and meet market conditions that are based on the Company achieving six different valuation tranches as derived from the achievement of escalating share price thresholds of $20.00, $35.00, $50.00, $65.00, $80.00 and $100.00 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance condition has been achieved or is considered probably of being achieved, the related stock-based compensation is recognized based on a graded attribution method. For the period ended December 31, 2021, given the performance condition was achieved through the Business Combination, the Company recognized stock-based compensation associated with such PSUs in the amount of $4.5 million. The company recognized the expense based on an accelerated attribution method. As of December 31, 2021, there was $83.6 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 8.74 years. The Company’s PSUs activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 44,715,756 1.97 Forfeited — — Vested — — Outstanding at December 31, 2021 44,715,756 $ 1.97 Common Stock Units The Company issued shares of Class A common stock upon the exercise of certain Embark warrants issued for services at the time of consummation of the Business Combination, which was subject to vesting terms, with the shares being subject to cancellation. These warrants were exercised on a cashless basis, with the unvested shares being excluded from the stockholders’ equity. Early exercises are reclassified to additional paid-in capital as the Company’s cancellation right lapses. The number of unvested shares of Class A common stock were 1,481,065 as of December 31, 2021. As of December 31, 2021, there was $4.2 million unrecognized stock-based compensation expense related to outstanding Common Stock Units (“CSUs”) granted to non-employees, with a weighted-average remaining vesting period of 2.37 years. The Company’s CSUs activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 2,256,861 2.48 Forfeited — — Vested (775,796) 2.48 Outstanding at December 31, 2021 1,481,065 $ 2.48 |
RETIREMENT SAVINGS PLAN
RETIREMENT SAVINGS PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
RETIREMENT SAVINGS PLAN | 8. RETIREMENT SAVINGS PLAN The Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre-tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match as of March 31, 2022. | 8. RETIREMENT SAVINGS PLAN The Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre- tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match for the years ended December 31, 2021 and 2020. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | 9. NOTES PAYABLE On February 18, 2021 and January 5, 2021, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million and $0.1 million at an interest rate equal to 6.99% and 7.50% per annum, with a maturity date of April 1, 2026 and January 19, 2027, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. On February 19, 2018, January 28, 2019, and May 23, 2019, the Company entered into financing agreements to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.3 million, $0.4 million, and $0.5 million at an interest rate equal to 8.25% per annum The Company entered into a financing agreement on August 2, 2016 to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million at an interest rate equal to 12.5% per annum, with a maturity date of August 9, 2020. The Company makes equal monthly installment payments over the term of the financing arrangement, which is allocated between interest and principal. Notes payable as of March 31, 2022 and December 31, 2021 are $1.0 million and $1.1 million, respectively. The following table presents future payments of principal as of March 31, 2022 (in thousands): Years Ended December 31, Amounts 2022 (remaining nine months) $ 273 2023 313 2024 176 2025 111 2026 and thereafter 125 Total future payments $ 998 | 10. CONVERTIBLE DEBT AND NOTES PAYABLE On April 16, 2021, the Company entered into a $25 million note payable that the Company utilizes for operations and research and development. The note has an interest rate of 10%, with the unpaid principal and accrued interest being due on April 16, 2022. The note does not contain voluntary prepayment clause unless consented by the note holder, as defined in the agreement. The Company recorded $8.1 million of debt issuance costs related to embedded derivatives on April 16, 2021, which was accreted during the year ended December 31, 2021 as interest On February 18, 2021 and January 5, 2021, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million and $0.1 million at an interest rate equal to 6.99% and 7.50% per annum, with a maturity date of April 1, 2026 and January 19, 2027, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. On February 19, 2018, January 28, 2019, and May 23, 2019, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.3 million, $0.4 million, and $0.5 million at an interest rate equal to 8.25% per annum, with a maturity date of March 5th, 2023, February 14, 2024, and June 12, 2024, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. The Company entered into financing agreement on August 2, 2016 to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million at an interest rate equal to 12.50% per annum, with a maturity date of August 9, 2020. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. Notes payable as of December 31, 2021 and 2020, $1.1 million, and $0.8 million, respectively. The following table presents future payments of principal as of December 31, 2021 (in thousands): Fiscal year 2022 358 2023 313 2024 182 2025 and thereafter 227 Total future payments $ 1,080 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2022 and December 31, 2021. Operating leases The Company’s leases primarily include corporate offices. The lease term of operating leases vary from less than a year to seven years. The Company has leases that include one or more options to extend the lease term to a total term of ten years as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. The components of lease expense were as follows (in thousands): Three Months Ended March 31, 2022 Lease cost Operating lease cost $ 600 Short-term lease cost (1) 102 Total lease cost $ 702 (1) The Company elected to account for short-term leases in accordance with ASC 842. ASC 842 defines a short-term lease as a lease whose lease term, at commencement, is 12 months or less and that does not include a purchase option whose exercise is reasonable certain. The Company will recognize the lease payments in profit or loss on a straight-line basis over the lease term. Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2022 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows in operating leases $ 477 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities $ 6,587 Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): March 31, 2022 Assets Operating lease right-of-use assets $ 6,099 Liabilities Operating lease liability, current $ 1,948 Operating lease liability, non-current $ 4,438 Total operating lease liability $ 6,386 March 31, 2022 Weighted Average Lease Term (in years) Operating Leases 3.38 Weighted Average Discount Rate Operating Leases 5.69 % Total future minimum lease payments over the term of the lease as of March 31, 2022, are as follows (in thousands): Years Ended December 31, Operating leases 2022 (remaining nine months) 1,723 2023 2,108 2024 1,976 2025 548 2026 563 2027 and thereafter 142 Total undiscounted lease payments $ 7,060 Less: imputed interest (674) Total lease liabilities $ 6,386 As of March 31, 2022, the Company entered into additional operating leases for an office and a truck transfer point of $25.8 million, and $0.6 million respectively. These operating leases will commence in fiscal 2022 with lease terms of seven years and five years respectively, and contain options to renew and extend the terms of up to 60 months and 12 for each renewal, respectively. | 11. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2021, and December 31, 2020. Lease Agreement The Company leases office facilities in the United States that expire at various dates through December 2027. All lease arrangements entered into are classified as operating leases. Certain leases contain scheduled increases in rental payments resulting in uneven cash flows over the life of the lease. The difference between the required lease payment and the recognition of lease expense on a straight-line basis is recorded as a deferred rent liability on the balance sheet. Rent expense during the years ended December 31, 2021 and 2020, was $1.4 million and $1.4 million, respectively. Total future minimum lease payments over the term of the lease as of December 31, 2021, are as follows (in thousands): Years Ended December 31, Lease Payments 2022 $ 3,669 2023 5,194 2024 5,165 2025 3,970 2026 4,666 2027 $ 4,367 Total $ 27,031 The Company’s headquarter lease in San Francisco, CA contains an option to renew the lease for a period of three years upon expiration of the initial lease term in December 2024 for which the base rent shall be the then fair market value rent at the time of exercise. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 11. NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (18,447) $ (8,482) Net loss attributable to common stockholders $ (18,447) $ (8,482) Denominator: Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (0.04) $ (0.18) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 452,623,022 47,538,331 Class A 365,544,041 n/a* Class B 87,078,981 n/a* * Prior to the Merger and prior to effecting the recapitalization in 2021, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. March 31, 2022 2021 Founders Preferred shares — 162,558 Series A‑1 convertible preferred shares — 3,654,873 Series A‑2 convertible preferred shares — 5,372,703 Series A‑3 convertible preferred shares — 2,485,296 Series A‑4 convertible preferred shares — 590,688 Series A‑5 convertible preferred shares — 2,680,236 Series A‑6 convertible preferred shares — 3,647,817 Series A‑7 convertible preferred shares — 15,139,917 Series B convertible preferred shares — 32,834,601 Series C convertible preferred shares — 20,949,454 Outstanding options 21,479,632 8,975,275 Warrants issued and outstanding 23,153,266 857,142 Restricted stock units 9,317,225 — Common stock units 1,347,848 — Performance stock units 44,715,756 — Total 100,013,727 97,350,560 | 12. NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands, except share and per share data). Years Ended December 31, 2021 2020 Numerator: Net loss $ (124,213) $ (21,531) Net loss attributable to ordinary shareholders $ (124,213) $ (21,531) Denominator: Weighted-average ordinary shares outstanding, Class A 173,157,272 138,886,157 Net loss per share attributable to common stockholders, basic and diluted, Class A $ (0.67) $ (0.16) Weighted-average ordinary shares outstanding, Class B 12,167,200 $ — Net loss per share attributable to common stockholders, basic and diluted, Class B $ (0.67) $ — Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. December 31, 2021 2020 Founders Preferred shares — 484,912 Series A‑1 convertible preferred shares — 10,902,511 Series A‑2 convertible preferred shares — 16,026,810 Series A‑3 convertible preferred shares — 7,413,655 Series A‑4 convertible preferred shares — 1,762,026 Series A‑5 convertible preferred shares — 7,995,163 Series A‑6 convertible preferred shares — 10,881,463 Series A‑7 convertible preferred shares — 45,162,477 Series B convertible preferred shares — 97,945,841 Series C convertible preferred shares — 62,492,365 Options issued and outstanding 17,675,097 25,417,375 Warrants issued and outstanding 23,153,267 — Restricted stock units 9,621,113 — Common stock units 1,481,065 — Performance stock units 44,715,756 — Total 96,646,298 286,484,598 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On April 1, 2022, Tyler Hardy filed a putative securities class action lawsuit against Embark and certain of our executive officers and the former executive officers of Northern Genesis Acquisition Corp. II, captioned Hardy v. Embark Technology, Inc., et al. Embark disputes the allegations in the above-reference matter, intends to defend the matter vigorously, and believes that the claims are without merit. Legal and regulatory proceedings, including the above-reference matter, may be based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, it is not possible to determine the probability of loss or estimate damages for the above-referenced matter, and therefore, Embark has not established reserves for this proceeding. When Embark determines that a loss is both probable and reasonable estimable, Embark will record a liability, and, if the liability is material, will disclose the amount of the liability reserved. Given that such proceedings are subject to uncertainty, there can be no assurance that legal proceedings individually or in the aggregate will not have a material adverse effect on our business, results of operations, financial condition or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). | |
Business Combination | Business Combination The Company entered into the Merger Agreement with NGA, a special purpose acquisition company, on June 22, 2021. On November 10, 2021, as part of the Business Combination, Merger Sub, a newly formed subsidiary of NGA, merged with and into Embark Trucks. In connection with the consummation of the Business Combination, the separate corporate existence of Merger Sub ceased; Embark Trucks survived and became a wholly owned subsidiary of NGA, which was renamed Embark Technology, Inc. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under the guidance in ASC 805, Embark was treated as the “acquired” company for financial reporting purposes. Embark Trucks was deemed the accounting predecessor of the combined business, and Embark Technology, Inc., as the parent company of the combined business, was the successor SEC registrant, meaning that Embark’s financial statements for previous periods will be disclosed in the registrant’s periodic reports filed with the SEC. The Business Combination had a significant impact on Embark’s reported financial position and results as a consequence of the reverse recapitalization. The most significant changes in Embark’s reported financial position and results were a net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2 million. As of March 31, 2022 and December 31, 2021, the Company had warrant liabilities of $27.3 million and $49.4 million, respectively. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Segment Information | Segment Information Under Accounting Standards Codification (“ASC 280”), Segment Reporting | |
Concentration of Risks | Concentration of Risks Embark’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. Embark maintains its cash and cash equivalents, restricted cash and investments with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the incremental borrowing rate (“IBR”) applied in lease accounting, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the valuation of warrants to purchase the Company’s stock and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the fair value of common stock and the valuation of warrants to purchase the Company’s stock, the valuation of derivative liabilities and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had $244.5 million and $264.6 million of cash and cash equivalents, respectively, which included cash equivalents of $13.4 million and $22.3 million in highly liquid investments as of March 31, 2022 and December 31, 2021, respectively. The Company maintains letters of credit to secure leases of the Company’s offices and facilities. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the Company had $0.9 million and $0.4 million in restricted cash, respectively. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s condensed consolidated balance sheets. The Company determines short-term or long-term classification based on the expected duration of the restriction. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of As of March 31, December 31, 2022 2021 2021 Cash and cash equivalents 244,488 21,562 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash 245,365 21,967 265,020 | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had $264.6 million,and $11.1 million of cash and cash equivalents, which included cash equivalents of $22.3 million, and $7.6 million in highly liquid investments as of December 31, 2021 and 2020, respectively. The Company maintains a letter of credit to secure a lease of the Company’s headquarters. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s balance sheets. As of December 31, 2021 and 2020, the Company had $0.4 million,and $0.4 million in restricted cash. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s balance sheets. The balances to be reclassified to cash in the next twelve months are classified as restricted cash, short-term with the remaining balance classified as restricted cash, long-term on the balance sheets. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 264,615 $ 11,055 Restricted cash, short-term 130 65 Restricted cash, long-term 275 340 Cash, cash equivalents and restricted cash $ 265,020 $ 11,460 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments Level 1 — Level 2 — Level 3 — | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements Level 1 — Level 2 — Level 3 — The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows: As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 — — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 — — $ 1,337 Warrant liabilities - public warrants $ 27,669 — — $ 27,669 Warrant liabilities - working capital warrants — — $ 4,700 $ 4,700 Warrant liabilities - private warrants — — $ 15,714 $ 15,714 In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants. As of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 7,586 — — $ 7,586 Short-term investments United States treasury securities — $ 53,553 — $ 53,553 The fair value of the following liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on date of Merger. For the year ended December 31, 2021 the liability classified Private and Working Capital warrants were fair valued using the Black Scholes Option Pricing Model. For the year ended December 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrants of approximately $8.2 million, respectively, presented as other income (expense) on the accompanying statement of operations. |
Public and Private Warrants | Public and Private Warrants As part of NGA’s initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share 6.7 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity | Public and Private Warrants As part of NGAs’ initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share of Class A common stock of NGA and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Further, NGA completed the private sale of 6.7 million warrants to NGA’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 Private Warrants remained outstanding as of December 31, 2021. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. |
Convertible Notes and Derivatives | Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging Embedded Derivatives | Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging, or ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying Balance Sheets and changes in fair value recorded in other expense within the Statements of Operations. Upon the consummation of the Merger, the related convertible note liability was extinguished. For the year ended December 31, 2021, the Company held no derivative instruments. |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years | Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 |
Leases | Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s condensed consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. The Company elected the practical expedient not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition practical expedient for all leases that qualify. | Leases The Company accounts for leases under Accounting Standards Codification Topic 840 (“ASC 840”). We categorize leases at their inception as either operating or capital leases based on whether the terms of the lease agreement effectively transfers ownership of the underlying asset to the company. The criteria for evaluation of capital leases include an evaluation of whether title transfers at the end of the lease term, whether the lease includes a bargain purchase option, whether the lease term is for a majority of the underlying assets useful life, or the contractual lease payments equal a majority of the fair value of the underlying asset. Our outstanding leases are primarily operating leases. For operating leases, we recognize lease costs on a straight-line basis upon the earlier of the inception date per rent agreement or the date on which control of the space is achieved, without regard to deferred payment terms such as rent holidays considered at inception of lease that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. We categorized our deferred rent as part of the accrued expenses and other current liabilities, and the long-term deferred rent financial statement line items. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of March 31, 2022 and December 31, 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2021 and 2020. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the stock price of the underlying common shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. | Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the estimated fair value of the underlying ordinary shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. |
Internal Use Software | Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with the Company’s long- lived assets impairment policy. | Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with our long- lived assets impairment policy. |
Research and Development Expense | Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. | Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. |
General, and Administrative Expenses | General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. | General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. |
Change in fair value of warrant liability | Change in fair value of warrant liability Change in fair value of warrant liability represents the change in fair value of Public, Private, Working Capital and Forward Purchase Agreement (“FPA”) Warrants. For each reporting period, Embark will determine the fair value of the warrant liability, and record a corresponding non-cash benefit or non-cash charge, due to a decrease or increase, respectively, in the calculated warrant liability. | |
Other Income | Other Income As part of the Company’s research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s Condensed Consolidated Statement of Operations. | |
Interest Income | Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and the Company’s cash and cash equivalents. | Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents. |
Interest Expense | Interest Expense Interest expense consisted primarily of interest on the Company’s various truck financing arrangements. | Interest Expense Interest expense consisted primarily of interest on our convertible notes payable, which was repaid upon consummation of the Business Combination. |
Net Loss Per Share | Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses. No dividends were declared or paid for the three months ended March 31, 2022 and March 31, 2021. No preferred stock was outstanding as of March 31, 2022. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. | Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses.No dividends were declared or paid for the year ended December 31, 2021 or 2020. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in stockholders’ equity during the period other than from transactions with stockholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in shareholders’ equity during the period other than from transactions with shareholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), date of initial application. The Company elected the “package of practical expedients,” which permits Embark not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized right-of-use assets of $4.4 million and lease liabilities of $4.5 million, respectively, which are related to its various operating leases (Note 10). The difference between the right-of-use assets and lease liabilities is primarily attributed to the elimination of deferred rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption of ASC 842. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In May 2021, the FASB issued ASU 2021-04, Modification of equity-classified written call options Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. In October 2020, the FASB issue ASU No. 2020-10, Codification Improvements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), to improve the effectiveness of disclosures in the note to the financial statements by facilitating clear communication of the information required by generally accepted accounting principles. The adoption of ASU 2018-13 is effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact to the Company’s results of operations for the year ended December 31, 2021. In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 was early adopted in conjunction with the adoption of ASU 2018-07. The new ASU was adopted using a modified retrospective transition approach with no impact to the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of As of March 31, December 31, 2022 2021 2021 Cash and cash equivalents 244,488 21,562 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash 245,365 21,967 265,020 | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 264,615 $ 11,055 Restricted cash, short-term 130 65 Restricted cash, long-term 275 340 Cash, cash equivalents and restricted cash $ 265,020 $ 11,460 |
Schedule of Property, Equipment and Software | Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Property, equipment and software consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Machinery and equipment $ 406 $ 344 Electronic equipment 578 413 Vehicles and vehicle hardware 6,929 6,268 Leasehold improvements 278 258 Developed software 6,108 5,184 Other 27 26 Property, equipment and software, gross 14,326 12,493 Less: accumulated depreciation and amortization (3,240) (2,856) Total property, equipment and software, net $ 11,086 $ 9,637 | Property, equipment and software consist of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Machinery and equipment $ 344 $ 207 Electronic equipment 413 130 Vehicles and vehicle hardware 6,268 4,144 Leasehold improvements 258 119 Developed software 5,184 3,709 Other 26 — Property, equipment and software, gross 12,493 8,309 Less: accumulated depreciation and amortization (2,856) (1,783) Total property, equipment and software, net $ 9,637 $ 6,526 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Prepaid insurance $ 6,890 $ 7,459 Prepaid software 2,224 2,564 Income tax receivable 494 494 Short-term deposits 570 448 Prepaid salary 476 279 Prepaid warrant 876 936 Other 475 566 Total prepaid expenses and other current assets $ 12,005 $ 12,746 | |
Schedule of Property, Equipment and Software | Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Property, equipment and software consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Machinery and equipment $ 406 $ 344 Electronic equipment 578 413 Vehicles and vehicle hardware 6,929 6,268 Leasehold improvements 278 258 Developed software 6,108 5,184 Other 27 26 Property, equipment and software, gross 14,326 12,493 Less: accumulated depreciation and amortization (3,240) (2,856) Total property, equipment and software, net $ 11,086 $ 9,637 | Property, equipment and software consist of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Machinery and equipment $ 344 $ 207 Electronic equipment 413 130 Vehicles and vehicle hardware 6,268 4,144 Leasehold improvements 258 119 Developed software 5,184 3,709 Other 26 — Property, equipment and software, gross 12,493 8,309 Less: accumulated depreciation and amortization (2,856) (1,783) Total property, equipment and software, net $ 9,637 $ 6,526 |
Schedule of Other Assets | Other assets consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Intangible assets $ 3 $ 4 Long-term deposits 3,719 3,592 Total Other Assets $ 3,722 $ 3,596 | Other assets consist of the following as of December 31, 2021 and 2020, respectively (in thousands): December 31, December 31, 2021 2020 Intangibles assets $ 4 $ 3 Long-term deposits 3,592 75 Total Other Assets $ 3,596 $ 78 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Accrued payroll expenses* $ 3,189 $ 823 Accrued legal expenses 696 124 Accrued transaction costs 1,092 1,092 Other 1,174 1,103 Total accrued expenses and other current liabilities $ 6,151 $ 3,142 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of the Company’s financial instruments as of March 31, 2022 and December 31, 2021, respectively, are as follows: As of March 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total (unaudited) Assets Cash equivalents: United States money market funds $ 13,349 $ — $ — $ 13,349 Liabilities Warrant liabilities - FPA warrants $ 760 $ — $ — $ 760 Warrant liabilities - public warrants $ 15,732 $ — $ — $ 15,732 Warrant liabilities - working capital warrants $ — $ — $ 2,480 $ 2,480 Warrant liabilities - private warrants $ — $ — $ 8,292 $ 8,292 As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 $ — $ — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 $ — $ — $ 1,337 Warrant liabilities - public warrants $ 27,669 $ — $ — $ 27,669 Warrant liabilities - working capital warrants $ — $ — $ 4,700 $ 4,700 Warrant liabilities - private warrants $ — $ — $ 15,714 $ 15,714 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Schedule of warrants issued and outstanding | Fair Value Exercise Warrants Price Per Price per Description Classification Issue Date Outstanding Share Share Expiration FPA warrants (1) Liability November 10, 2021 666,663 $ 1.14 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 1.14 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 1.24 $ 11.50 November 10, 2026 Working capital warrants Liability November 10, 2021 2,000,000 $ 1.24 $ 11.50 November 10, 2026 (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 | As of December 31,2021, the following warrants were issued and outstanding: Fair Value Exercise Warrants Price per Price per Description Classification Issue Date Outstanding Share Share Expiration FPA Warrants (1) Liability November 10, 2021 666,663 $ 2.01 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 2.01 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 2.35 $ 11.50 November 10, 2026 Working Capital warrants Liability November 10, 2021 2,000,000 $ 2.35 $ 11.50 November 10, 2026 (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 |
Schedule of fair value of the common stock warrants valuation assumptions | The fair value of $27.3 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of March 31, 2022: Risk – free interest rate 2.43 % Expected term (in years) 4.61 Expected dividend yield 0 % Expected volatility 45.0 % |
STOCK-BASED COMPENSATION EXPE_2
STOCK-BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of fair value of the common stock warrants valuation assumptions | Three Months Ended March 31, 2022 2021 Risk-free interest rate n/a 0.55 – 1.10 % Expected term (in years) n/a 5.47 – 6.07 Expected dividend yield n/a 0% Expected volatility n/a 36.88 – 51.52% | Years Ended December 31, 2021 2020 Risk-free interest rate 0.55‑1.09% 0.29‑1.63% Expected term (in years) 5.47‑6.07 5.66‑6.28 Expected dividend yield. 0% 0% Expected volatility 36.88‑46.74% 31.29‑36.85% |
Schedule of Stock Option Activity | Changes in stock options are as follows: Weighted Weighted Average Number of Average Remaining Aggregate Outstanding Exercise Price Contractual Intrinsic Options Per Share Term (years) (in thousands) Outstanding at December 31, 2021 25,358,455 $ 0.20 6.9 $ 215,093 Exercised (3,615,572) 0.11 $ 20,770 Repurchased 13,984 0.29 Cancelled (277,235) 0.59 Outstanding at March 31, 2022 21,479,632 $ 0.21 6.7 $ 121,910 Vested and exercisable as of March 31, 2022 15,271,274 $ 0.13 6.0 $ 88,014 | Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Options Exercise Price Contractual Value Outstanding Per Share Term (years) (in thousands) Outstanding at December 31, 2019 23,191,158 $ 0.07 8.29 $ 9,469 Granted 6,787,303 0.28 Exercised (1,934,106) 0.07 1,226 Cancelled (2,627,039) 0.10 Outstanding at December 31, 2020 25,417,316 $ 0.12 7.68 $ 15,194 Granted 3,152,285 0.78 Exercised (1,781,794) 0.15 6,123 Cancelled (1,429,352) 0.21 Outstanding at December 31, 2021 25,358,455 $ 0.20 6.89 $ 215,093 Vested and exercisable as of December 31, 2021 17,675,057 $ 0.10 6.17 $ 151,634 |
Schedule of RSU activities | A summary of the Company’s RSU activities and related information is as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 9,616,774 $ 8.44 Forfeited (111,572) 8.96 Vested (187,977) 8.36 Balance as of March 31, 2022 9,317,225 $ 8.43 | Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 9,630,307 8.44 Forfeited (9,194) 8.48 Vested (4,339) 9.01 Outstanding at December 31, 2021 9,616,774 $ 8.44 |
Schedule of phantom share units activities | The Company’s PSUs activity for the three months ended March 31, 2022 was as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 44,715,756 $ 1.97 Granted — — Forfeited — — Vested — — Balance as of March 31, 2022 44,715,756 $ 1.97 | |
Schedule of common stock units activities | The Company’s CSUs activity for the three months ended March 31, 2022 was as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 1,481,065 $ 2.48 Granted — — Forfeited — $ — Vested (133,217) 2.48 Balance as of March 31, 2022 1,347,848 $ 2.48 | |
Schedule of stock-based compensation expense | The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 3,765 $ 311 General, and administrative 12,837 251 Total stock-based compensation expense $ 16,602 $ 562 | Years Ended December 31, 2021 2020 Research and development $ 16,594 $ 743 General, and administrative 30,961 99 Sales and Marketing $ 52 $ — Total stock-based compensation expense $ 47,607 $ 842 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of future payments of principal | The following table presents future payments of principal as of March 31, 2022 (in thousands): Years Ended December 31, Amounts 2022 (remaining nine months) $ 273 2023 313 2024 176 2025 111 2026 and thereafter 125 Total future payments $ 998 | The following table presents future payments of principal as of December 31, 2021 (in thousands): Fiscal year 2022 358 2023 313 2024 182 2025 and thereafter 227 Total future payments $ 1,080 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Components of lease expense, supplemental cash flow information, and weighted average lease term and discount rate | The components of lease expense were as follows (in thousands): Three Months Ended March 31, 2022 Lease cost Operating lease cost $ 600 Short-term lease cost (1) 102 Total lease cost $ 702 (1) The Company elected to account for short-term leases in accordance with ASC 842. ASC 842 defines a short-term lease as a lease whose lease term, at commencement, is 12 months or less and that does not include a purchase option whose exercise is reasonable certain. The Company will recognize the lease payments in profit or loss on a straight-line basis over the lease term. Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2022 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows in operating leases $ 477 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities $ 6,587 March 31, 2022 Weighted Average Lease Term (in years) Operating Leases 3.38 Weighted Average Discount Rate Operating Leases 5.69 % | |
Supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): March 31, 2022 Assets Operating lease right-of-use assets $ 6,099 Liabilities Operating lease liability, current $ 1,948 Operating lease liability, non-current $ 4,438 Total operating lease liability $ 6,386 | |
Operating leases maturity schedule | Total future minimum lease payments over the term of the lease as of March 31, 2022, are as follows (in thousands): Years Ended December 31, Operating leases 2022 (remaining nine months) 1,723 2023 2,108 2024 1,976 2025 548 2026 563 2027 and thereafter 142 Total undiscounted lease payments $ 7,060 Less: imputed interest (674) Total lease liabilities $ 6,386 | Total future minimum lease payments over the term of the lease as of December 31, 2021, are as follows (in thousands): Years Ended December 31, Lease Payments 2022 $ 3,669 2023 5,194 2024 5,165 2025 3,970 2026 4,666 2027 $ 4,367 Total $ 27,031 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of the basic and diluted net loss per share attributable to common stockholders | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (18,447) $ (8,482) Net loss attributable to common stockholders $ (18,447) $ (8,482) Denominator: Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (0.04) $ (0.18) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 452,623,022 47,538,331 Class A 365,544,041 n/a* Class B 87,078,981 n/a* * Prior to the Merger and prior to effecting the recapitalization in 2021, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands, except share and per share data). Years Ended December 31, 2021 2020 Numerator: Net loss $ (124,213) $ (21,531) Net loss attributable to ordinary shareholders $ (124,213) $ (21,531) Denominator: Weighted-average ordinary shares outstanding, Class A 173,157,272 138,886,157 Net loss per share attributable to common stockholders, basic and diluted, Class A $ (0.67) $ (0.16) Weighted-average ordinary shares outstanding, Class B 12,167,200 $ — Net loss per share attributable to common stockholders, basic and diluted, Class B $ (0.67) $ — |
Schedule of weighted-average outstanding common stock equivalents excluded from the computation of diluted net loss per share | The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. March 31, 2022 2021 Founders Preferred shares — 162,558 Series A‑1 convertible preferred shares — 3,654,873 Series A‑2 convertible preferred shares — 5,372,703 Series A‑3 convertible preferred shares — 2,485,296 Series A‑4 convertible preferred shares — 590,688 Series A‑5 convertible preferred shares — 2,680,236 Series A‑6 convertible preferred shares — 3,647,817 Series A‑7 convertible preferred shares — 15,139,917 Series B convertible preferred shares — 32,834,601 Series C convertible preferred shares — 20,949,454 Outstanding options 21,479,632 8,975,275 Warrants issued and outstanding 23,153,266 857,142 Restricted stock units 9,317,225 — Common stock units 1,347,848 — Performance stock units 44,715,756 — Total 100,013,727 97,350,560 | December 31, 2021 2020 Founders Preferred shares — 484,912 Series A‑1 convertible preferred shares — 10,902,511 Series A‑2 convertible preferred shares — 16,026,810 Series A‑3 convertible preferred shares — 7,413,655 Series A‑4 convertible preferred shares — 1,762,026 Series A‑5 convertible preferred shares — 7,995,163 Series A‑6 convertible preferred shares — 10,881,463 Series A‑7 convertible preferred shares — 45,162,477 Series B convertible preferred shares — 97,945,841 Series C convertible preferred shares — 62,492,365 Options issued and outstanding 17,675,097 25,417,375 Warrants issued and outstanding 23,153,267 — Restricted stock units 9,621,113 — Common stock units 1,481,065 — Performance stock units 44,715,756 — Total 96,646,298 286,484,598 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | Nov. 10, 2021USD ($) | Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Shares convertible in merger | 2.98 | ||||
Net increase in cash from business combination | $ 243,900 | $ 243,900 | |||
Transaction costs | $ 70,200 | 70,200 | |||
Warrant liabilities | $ 27,264 | 49,419 | |||
Net loss | 18,447 | $ 8,482 | 124,213 | $ 21,531 | |
Accumulated deficit | 201,350 | 182,903 | 58,690 | ||
Net cash used in operating activities | 18,225 | 6,791 | 64,909 | 19,130 | |
Cash and cash equivalents | $ 244,488 | $ 21,562 | $ 264,615 | $ 11,055 | |
Operations and debt related commitments period | 1 year | ||||
Number of segments | segment | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2022USD ($) | Nov. 10, 2021class | Nov. 09, 2021class | Oct. 13, 2020$ / sharesshares | Mar. 31, 2022USD ($)class$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | $ | $ 244,488 | $ 21,562 | $ 264,615 | $ 11,055 | ||||
Cash equivalents | $ | 13,400 | 22,300 | 7,600 | |||||
Restricted cash | $ | 900 | 400 | $ 400 | |||||
Reduction of face amount of letter of credit | $ | $ 100 | $ 100 | ||||||
Number of shares for each unit (in shares) | 0.33 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||
Number of classes of stock | class | 2 | 1 | 2 | |||||
Dividends declared or paid | $ | $ 0 | $ 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 260,582,311 | |||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | |||||||
Operating lease right-of-use assets | $ | $ 4,400 | $ 6,099 | ||||||
Lease liabilities | $ | $ 4,500 | $ 6,386 | ||||||
Class A common stock | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Warrants Outstanding (in shares) | 23,153,266 | |||||||
IPO | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Amount issued (in shares) | 41,400,000 | |||||||
Sale price (in dollars per share) | $ / shares | $ 10 | |||||||
IPO | Class A common stock | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Number of shares for each unit (in shares) | 1 | |||||||
Public warrants | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Warrants Outstanding (in shares) | 13,799,936 | |||||||
Public warrants | IPO | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Public warrants | IPO | Class A common stock | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Number of shares called by each warrant (in shares) | 1 | |||||||
Private warrants | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Warrants Outstanding (in shares) | 6,686,667 | |||||||
Private warrants | Private Sale | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Amount issued (in shares) | 6,700,000 | |||||||
Sale price (in dollars per share) | $ / shares | $ 1.50 | |||||||
Number of shares called by each warrant (in shares) | 1 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 244,488 | $ 264,615 | $ 21,562 | $ 11,055 | |
Restricted cash, short-term | 65 | 130 | 65 | 65 | |
Restricted cash, long-term | 812 | 275 | 340 | 340 | |
Total cash, cash equivalents and restricted cash | $ 245,365 | $ 265,020 | $ 21,967 | $ 11,460 | $ 10,328 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property Equipment and Software Useful Life (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 5 years | 5 years |
Electronic equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 3 years | 3 years |
Vehicles and vehicle hardware | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 3 years | 3 years |
Vehicles and vehicle hardware | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 7 years | 7 years |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 7 years | 7 years |
Developed software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 2 years | 2 years |
Developed software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (years) | 4 years | 4 years |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid insurance | $ 6,890 | $ 7,459 | $ 138 |
Prepaid software | 2,224 | 2,564 | 279 |
Income tax receivable | 494 | 494 | |
Short-term deposits | 570 | 448 | 55 |
Prepaid salary | 476 | 279 | |
Prepaid warrant | 876 | 936 | |
Other | 475 | 566 | |
Prepaid expenses and other current assets | $ 12,005 | $ 12,746 | $ 1,367 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Property, Equipment and Software (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, gross | $ 14,326 | $ 12,493 | $ 8,309 |
Less: accumulated depreciation and amortization | (3,240) | (2,856) | (1,783) |
Total property, equipment and software, net | 11,086 | 9,637 | 6,526 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, gross | 406 | 344 | 207 |
Electronic equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, gross | 578 | 413 | 130 |
Vehicles and vehicle hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, gross | 6,929 | 6,268 | 4,144 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, gross | 278 | 258 | 119 |
Developed software | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, gross | 6,108 | 5,184 | $ 3,709 |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, gross | $ 27 | $ 26 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation and amortization | $ 383 | $ 222 | $ 1,074 | $ 822 |
BALANCE SHEET COMPONENTS - Sc_3
BALANCE SHEET COMPONENTS - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Intangible assets | $ 3 | $ 4 | $ 3 |
Long-term deposits | 3,719 | 3,592 | |
Total Other Assets | $ 3,722 | $ 3,596 | $ 78 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued payroll expenses | $ 3,189 | $ 823 | $ 259 |
Accrued legal expenses | 696 | 124 | |
Accrued transaction costs | 1,092 | 1,092 | |
Other | 1,174 | 1,103 | |
Total accrued expenses and other current liabilities | $ 6,151 | $ 3,142 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | $ 760 | $ 1,337 |
Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 15,732 | 27,669 |
Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 2,480 | 4,700 |
Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 8,292 | 15,714 |
Fair Value, Inputs, Level 1 | FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 760 | 1,337 |
Fair Value, Inputs, Level 1 | Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 15,732 | 27,669 |
Fair Value, Inputs, Level 1 | Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 2,480 | 4,700 |
Fair Value, Inputs, Level 3 | Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 8,292 | 15,714 |
Money Market Funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 13,349 | 22,349 |
Money Market Funds | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 13,349 | 22,349 |
Money Market Funds | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Money Market Funds | Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Transfers into level 3 | $ 0 | $ 15,500 | |
Change in fair value of warrants | (22,156) | $ 0 | 8,206 |
Other Income (Expense) | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Change in fair value of warrants | $ 22,200 | $ 8,200 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) $ in Millions | Nov. 10, 2021USD ($)classVote | Nov. 09, 2021classshares | Mar. 31, 2022Voteclassshares | Dec. 31, 2021shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||||
Shares authorized (in shares) | 4,110,000,000 | 4,110,000,000 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 260,582,311 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | 260,582,311 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 260,582,311 | ||
Number of classes of stock | class | 2 | 1 | 2 | ||
General, and administrative | |||||
Class of Stock [Line Items] | |||||
Incremental value of exchanged shares | $ | $ 13.6 | ||||
Northern Genesis Acquisition Corp. II | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 87,078,981 | ||||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 4,000,000,000 | 4,000,000,000 | 150,000,000 | ||
Common stock, shares issued (in shares) | 362,832,986 | 362,832,986 | 141,216,455 | ||
Common stock, shares outstanding (in shares) | 362,832,986 | 141,216,455 | |||
Number of votes | Vote | 1 | 1 | |||
Class B common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 0 | ||
Common stock, shares issued (in shares) | 87,078,981 | 87,078,781 | 0 | ||
Common stock, shares outstanding (in shares) | 87,078,781 | 0 | |||
Number of votes | Vote | 10 | 10 |
WARRANTS - Schedule of Warrants
WARRANTS - Schedule of Warrants Issued and Outstanding (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
FPA warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding (in shares) | 666,663 | |
Fair Value Price per Share (in dollars per share) | $ 1.14 | |
Exercise price (in dollars per share) | $ 11.50 | |
Public warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding (in shares) | 13,799,936 | |
Fair Value Price per Share (in dollars per share) | $ 1.14 | |
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 |
Private warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding (in shares) | 6,686,667 | |
Fair Value Price per Share (in dollars per share) | $ 1.24 | |
Exercise price (in dollars per share) | $ 11.50 | 11.50 |
Working capital warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding (in shares) | 2,000,000 | |
Fair Value Price per Share (in dollars per share) | $ 1.24 | |
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Expected dividend yield | 0.00% | |
FPA, Public, Private and Working Capital Warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair value of warrants outstanding | $ 41.2 | |
Private and Working Capital Warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair value of warrants outstanding | $ 27.3 | |
Expected dividend yield | 0.00% |
WARRANTS - Schedule of Fair Val
WARRANTS - Schedule of Fair Value Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate | 1.24% | |
Expected term (in years) | 4 years 10 months 9 days | |
Expected dividend yield | 0.00% | |
Expected volatility | 40.00% | |
Private and Working Capital Warrants | ||
Class of Warrant or Right [Line Items] | ||
Risk-free interest rate | 2.43% | |
Expected term (in years) | 4 years 7 months 9 days | |
Expected dividend yield | 0.00% | |
Expected volatility | 45.00% |
STOCK-BASED COMPENSATION EXPE_3
STOCK-BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018shares | Oct. 31, 2016shares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)tranche$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options outstanding (in shares) | 21,479,632 | 25,358,455 | 25,417,316 | 23,191,158 | |||
Expected dividend yield | 0.00% | ||||||
Share-based compensation expense | $ | $ 16,602 | $ 562 | $ 47,607 | $ 842 | |||
Stock-based compensation capitalized | $ | $ 200 | $ 0 | |||||
Outstanding options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |||
Weighted-average grant date fair value of stock options (in dollars per share) | $ / shares | $ 1.88 | $ 1.86 | $ 0.42 | ||||
Unrecognized stock-based compensation expense | $ | $ 5,020 | ||||||
Weighted-average remaining vesting period (in years) | 2 years 4 months 24 days | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ | $ 41,000 | ||||||
Weighted-average remaining vesting period (in years) | 3 years 10 months 24 days | ||||||
Vesting period (in years) | 4 years | 4 years | |||||
Share-based compensation expense | $ | $ 12,900 | $ 25,900 | |||||
Number of unvested shares (in shares) | 9,317,225 | 9,616,774 | |||||
Restricted stock units | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage (in percent) | 25.00% | 0.25% | |||||
Restricted stock units | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage (in percent) | 2.78% | 0.02% | |||||
Performance stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ | $ 81,000 | ||||||
Weighted-average remaining vesting period (in years) | 8 years 1 month 6 days | ||||||
Vesting period (in years) | 10 years | ||||||
Number of valuation tranches | tranche | 6 | ||||||
Share-based compensation expense | $ | $ 2,600 | $ 4,500 | |||||
Number of unvested shares (in shares) | 44,715,756 | 44,715,756 | |||||
Performance stock units | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold escalating share price (in dollars per share) | $ / shares | $ 20 | ||||||
Performance stock units | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold escalating share price (in dollars per share) | $ / shares | 35 | ||||||
Performance stock units | Tranche Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold escalating share price (in dollars per share) | $ / shares | 50 | ||||||
Performance stock units | Tranche Four | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold escalating share price (in dollars per share) | $ / shares | 65 | ||||||
Performance stock units | Tranche Five | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold escalating share price (in dollars per share) | $ / shares | 80 | ||||||
Performance stock units | Tranche Six | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Threshold escalating share price (in dollars per share) | $ / shares | $ 100 | ||||||
Common stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ | $ 3,800 | ||||||
Weighted-average remaining vesting period (in years) | 2 years 1 month 28 days | ||||||
Number of unvested shares (in shares) | 1,347,848 | 1,481,065 | |||||
Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of unvested shares (in shares) | 1,347,848 | 1,481,065 | |||||
2016 Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercisable term (in years) | 10 years | ||||||
Number of options outstanding (in shares) | 79,742,504 | 6,523,460 | |||||
2016 Stock Plan | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved (in shares) | 993,542 | ||||||
Reverse stock splits (in shares) | 8,941,878 | 993,542 | |||||
2016 Stock Plan | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares authorized (in shares) | 58,713,535 | 58,713,535 | |||||
Percentage of aggregate number of shares outstanding | 5.00% | 5.00% |
STOCK-BASED COMPENSATION EXPE_4
STOCK-BASED COMPENSATION EXPENSE - Stock Option Valuation (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.24% | |||
Expected term (in years) | 4 years 10 months 9 days | |||
Expected dividend yield | 0.00% | |||
Expected volatility | 40.00% | |||
Outstanding options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | Outstanding options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.55% | 0.55% | 0.29% | |
Expected term (in years) | 5 years 5 months 19 days | 5 years 5 months 19 days | 5 years 7 months 28 days | |
Expected volatility | 36.88% | 36.88% | 31.29% | |
Maximum | Outstanding options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.10% | 1.09% | 1.63% | |
Expected term (in years) | 6 years 25 days | 6 years 25 days | 6 years 3 months 10 days | |
Expected volatility | 51.52% | 46.74% | 36.85% |
STOCK-BASED COMPENSATION EXPE_5
STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Outstanding Options | ||||
Beginning balance (in shares) | 25,358,455 | 25,417,316 | 23,191,158 | |
Exercised (in shares) | (3,615,572) | (1,781,794) | (1,934,106) | |
Repurchased (in shares) | 13,984 | |||
Cancelled (in shares) | (277,235) | (1,429,352) | (2,627,039) | |
Ending balance (in shares) | 21,479,632 | 25,358,455 | 25,417,316 | 23,191,158 |
Vested and exercisable (in shares) | 15,271,274 | 17,675,057 | ||
Weighted Average Exercise Price Per Share | ||||
Beginning balance (in dollars per share) | $ 0.20 | $ 0.12 | $ 0.07 | |
Exercised (in dollars per share) | 0.11 | 0.15 | 0.07 | |
Repurchased (in dollars per share) | 0.29 | |||
Cancelled (in dollars per share) | 0.59 | 0.21 | 0.10 | |
Ending balance (in dollars per share) | 0.21 | 0.20 | $ 0.12 | $ 0.07 |
Vested and exercisable (in dollars per share) | $ 0.13 | $ 0.10 | ||
Weighted Average Remaining Contractual Term and Aggregate Intrinsic | ||||
Outstanding at the end (in years) | 6 years 8 months 12 days | 6 years 10 months 24 days | 7 years 8 months 4 days | 8 years 3 months 14 days |
Vested and exercisable (in years) | 6 years | 6 years 2 months 1 day | ||
Aggregate intrinsic value outstanding | $ 121,910 | $ 215,093 | $ 15,194 | $ 9,469 |
Aggregate intrinsic value exercised | 20,770 | 6,123 | $ 1,226 | |
Vested and exercisable aggregate intrinsic value | $ 88,014 | $ 151,634 |
STOCK-BASED COMPENSATION EXPE_6
STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 16,602 | $ 562 | $ 47,607 | $ 842 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 3,765 | 311 | 16,594 | 743 |
General, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 12,837 | $ 251 | $ 30,961 | $ 99 |
STOCK-BASED COMPENSATION EXPE_7
STOCK-BASED COMPENSATION EXPENSE - RSU, PSU and Common Stock Units (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units | ||
Number of Shares | ||
Beginning balance (in shares) | 9,616,774 | |
Granted (in shares) | 9,630,307 | |
Forfeited (in shares) | (111,572) | (9,194) |
Vested (in shares) | (187,977) | (4,339) |
Ending balance (in shares) | 9,317,225 | 9,616,774 |
Weighted Average Grant date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 8.44 | |
Granted (in dollars per share) | $ 8.44 | |
Forfeited (in dollars per share) | 8.96 | 8.48 |
Vested (in dollars per share) | 8.36 | 9.01 |
Ending balance (in dollars per share) | $ 8.43 | $ 8.44 |
Performance stock units | ||
Number of Shares | ||
Beginning balance (in shares) | 44,715,756 | |
Granted (in shares) | 0 | 44,715,756 |
Forfeited (in shares) | 0 | |
Vested (in shares) | 0 | |
Ending balance (in shares) | 44,715,756 | 44,715,756 |
Weighted Average Grant date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 1.97 | |
Granted (in dollars per share) | 0 | $ 1.97 |
Forfeited (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 1.97 | $ 1.97 |
Common stock units | ||
Number of Shares | ||
Beginning balance (in shares) | 1,481,065 | |
Granted (in shares) | 0 | 2,256,861 |
Forfeited (in shares) | 0 | |
Vested (in shares) | (133,217) | (775,796) |
Ending balance (in shares) | 1,347,848 | 1,481,065 |
Weighted Average Grant date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 2.48 | |
Granted (in dollars per share) | 0 | $ 2.48 |
Forfeited (in dollars per share) | 0 | |
Vested (in dollars per share) | 2.48 | 2.48 |
Ending balance (in dollars per share) | $ 2.48 | $ 2.48 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 18, 2021 | Jan. 05, 2021 | May 23, 2019 | Jan. 28, 2019 | Feb. 19, 2018 | Aug. 02, 2016 |
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 998 | $ 1,080 | ||||||
Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 1,000 | $ 1,100 | ||||||
February 2021 Financing Agreement | Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 100 | |||||||
Interest rate | 6.99% | |||||||
January 2021 Financing Agreement | Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 100 | |||||||
Interest rate | 7.50% | |||||||
February 2018 Financing Agreement | Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 300 | |||||||
Interest rate | 8.25% | |||||||
January 2019 Financing Agreement | Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 400 | |||||||
Interest rate | 8.25% | |||||||
May 2019 Financing Agreement | Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 500 | |||||||
Interest rate | 8.25% | |||||||
August 2016 Financing Agreement | Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 100 | |||||||
Interest rate | 12.50% |
NOTES PAYABLE - Schedule of Fut
NOTES PAYABLE - Schedule of Future Payments of Principal (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 (remaining nine months) | $ 273 | |
2023 | 313 | $ 358 |
2024 | 176 | 313 |
2025 | 111 | 182 |
2026 and thereafter | 125 | |
Total future payments | $ 998 | $ 1,080 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Mar. 31, 2022USD ($)Option |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | Option | 1 |
Extend lease term (in years) | 10 years |
Building | |
Lessee, Lease, Description [Line Items] | |
Additional operating leases, amount | $ 25.8 |
Additional operating leases, term | 7 years |
Additional operating leases, renewal term | 60 months |
Trucks | |
Lessee, Lease, Description [Line Items] | |
Additional operating leases, amount | $ 0.6 |
Additional operating leases, term | 5 years |
Additional operating leases, renewal term | 12 months |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term (in years) | 7 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 600 |
Short-term lease cost | 102 |
Total lease cost | $ 702 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used in operating leases | $ 477 | |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating lease liabilities | $ 6,587 | $ 0 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Assets | ||
Operating lease right-of-use assets | $ 6,099 | $ 4,400 |
Liabilities | ||
Operating lease liability, current | 1,948 | |
Operating lease liability, non-current | 4,438 | |
Total lease liabilities | $ 6,386 | $ 4,500 |
Weighted Average Lease Term (in years) | ||
Operating Leases | 3 years 4 months 17 days | |
Weighted Average Discount Rate | ||
Operating Leases | 5.69% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Total Future Minimum Lease Payments Over the Term of the Lease (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
2022 (remaining nine months) | $ 1,723 | ||
2023 | 2,108 | $ 3,669 | |
2024 | 1,976 | 5,194 | |
2025 | 548 | 5,165 | |
2026 | 563 | 3,970 | |
2027 and thereafter | 142 | ||
Total undiscounted lease payments | 7,060 | $ 27,031 | |
Less: imputed interest | (674) | ||
Total lease liabilities | $ 6,386 | $ 4,500 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss | $ (18,447) | $ (8,482) | $ (124,213) | $ (21,531) |
Net loss attributable to common stockholders, basic | (18,447) | (8,482) | $ (124,213) | $ (21,531) |
Net loss attributable to common stockholders, diluted | $ (18,447) | $ (8,482) | ||
Denominator: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | $ (0.18) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) | $ (0.18) | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 452,623,022 | 47,538,331 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 452,623,022 | 47,538,331 | ||
Class A common stock | ||||
Denominator: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | $ (0.18) | $ (0.67) | $ (0.16) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) | (0.18) | $ (0.67) | $ (0.16) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 365,544,041 | 173,157,272 | 138,886,157 | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 364,088,219 | 173,157,272 | 138,886,157 | |
Class B common stock | ||||
Denominator: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | (0.18) | $ (0.67) | |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) | $ (0.18) | $ (0.67) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 87,078,981 | 12,167,200 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 87,078,981 | 12,167,200 |
NET LOSS PER SHARE - Weighted-a
NET LOSS PER SHARE - Weighted-average outstanding (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 100,013,727 | 97,350,560 | 96,646,298 | 286,484,598 |
Founders Preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 162,558 | ||
Series A-1 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 3,654,873 | 10,902,511 | |
Series A-2 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 5,372,703 | 16,026,810 | |
Series A-3 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 2,485,296 | 7,413,655 | |
Series A-4 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 590,688 | 1,762,026 | |
Series A-5 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 2,680,236 | 7,995,163 | |
Series A-6 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 3,647,817 | 10,881,463 | |
Series A-7 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 15,139,917 | 45,162,477 | |
Series B convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 32,834,601 | 97,945,841 | |
Series C convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 20,949,454 | 62,492,365 | |
Outstanding options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 21,479,632 | 8,975,275 | 17,675,097 | 25,417,375 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 23,153,266 | 857,142 | 23,153,267 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 9,317,225 | 0 | ||
Common stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 1,347,848 | 0 | 1,481,065 | |
Performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 44,715,756 | 0 | 44,715,756 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 244,488 | $ 264,615 | $ 11,055 |
Restricted cash, short-term | 65 | 130 | 65 |
Short-term investments | 0 | 53,553 | |
Prepaid expenses and other current assets | 12,005 | 12,746 | 1,367 |
Total current assets | 256,558 | 277,491 | 66,040 |
Restricted cash, long-term | 812 | 275 | 340 |
Property, equipment and software, net | 11,086 | 9,637 | 6,526 |
Other assets | 3,722 | 3,596 | 78 |
Total assets | 278,277 | 290,999 | 72,984 |
Current liabilities: | |||
Accounts payable | 4,099 | 2,497 | 399 |
Accrued expenses and other current liabilities | 6,151 | 3,142 | 892 |
Short-term notes payable | 357 | 358 | 246 |
Total current liabilities | 12,555 | 5,997 | 1,537 |
Long-term notes payable | 641 | 722 | 512 |
Warrant liabilities | 49,419 | ||
Other long-term liability | 50 | ||
Long-term deferred rent | 177 | 130 | |
Total liabilities | 45,009 | 56,365 | 2,179 |
Commitments and contingencies (Note 11) | |||
Stockholders' equity: | |||
Preferred stock | 0 | 0 | 1 |
Additional paid-in capital | 434,573 | 417,492 | 129,449 |
Accumulated other comprehensive income | 45 | ||
Accumulated deficit | (201,350) | (182,903) | (58,690) |
Total stockholders' equity | 233,268 | 234,634 | 70,805 |
Total liabilities and stockholders' equity | 278,277 | 290,999 | 72,984 |
Founder | |||
Stockholders' equity: | |||
Preferred stock | |||
Common Class A [Member] | |||
Stockholders' equity: | |||
Common stock | 36 | 36 | |
Common Class B [Member] | |||
Stockholders' equity: | |||
Common stock | $ 9 | $ 9 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 10,000,000 | 260,582,311 |
Preferred stock shares issued | 0 | 260,582,311 |
Preferred stock shares outstanding | 0 | 260,582,311 |
Founder | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock shares authorized | 0 | |
Preferred stock shares issued | 0 | |
Preferred stock shares outstanding | 0 | 484,912 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 150,000,000 |
Common stock, shares issued | 362,832,986 | 141,216,455 |
Common stock, shares outstanding | 362,832,986 | 141,216,455 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 0 |
Common stock, shares issued | 87,078,781 | 0 |
Common stock, shares outstanding | 87,078,781 | 0 |
Founders Preferred Stock | ||
Preferred stock shares authorized | 3,355,453 | |
Preferred stock shares issued | 484,912 | |
Preferred stock shares outstanding | 484,912 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 55,276 | $ 18,831 |
General and administrative | 48,387 | 3,595 |
Total operating expenses | 103,663 | 22,426 |
Loss from operations | (103,663) | (22,426) |
Other income (expense): | ||
Other income (expense) | (12,485) | 107 |
Interest income | 98 | 788 |
Interest expense | (8,163) | |
Loss before provision for income taxes | (124,213) | (21,531) |
Provision for income taxes | 0 | 0 |
Net loss | (124,213) | (21,531) |
Net loss attributable to common stockholders, basic and diluted | $ (124,213) | $ (21,531) |
Common Class A [Member] | ||
Other income (expense): | ||
Net loss per share attributable to common stockholders, basic | $ (0.67) | $ (0.16) |
Net loss per share attributable to common stockholders, diluted | $ (0.67) | $ (0.16) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 173,157,272 | 138,886,157 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 173,157,272 | 138,886,157 |
Common Class B [Member] | ||
Other income (expense): | ||
Net loss per share attributable to common stockholders, basic | $ (0.67) | |
Net loss per share attributable to common stockholders, diluted | $ (0.67) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 12,167,200 | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 12,167,200 |
STATEMENTS OF COMPREHENSIVE LOS
STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (18,447) | $ (8,482) | $ (124,213) | $ (21,531) |
Other comprehensive loss (net of tax): | ||||
Unrealized gains (losses) on short-term investments | 0 | (19) | (45) | (24) |
Comprehensive loss | $ (18,447) | $ (8,501) | $ (124,258) | $ (21,555) |
STATEMENTS OF PREFERRED STOCK A
STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock Series A, B, CPreferred Stock [Member] | Common Class A [Member]Common Stock [Member]SponsorNorthern Genesis Acquisition Corp. II | Common Class A [Member]Common Stock [Member]FPA warrants | Common Class A [Member]Common Stock [Member]Northern Genesis Acquisition Corp. II | Common Class A [Member]Common Stock [Member]PIPE Financing | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | Founders Preferred Stock [Member]Preferred Stock [Member] | Founders Preferred Stock [Member] | Common Stock [Member] | Warrant [Member]FPA warrants | Warrant [Member]Working Capital Warrants [Member]Northern Genesis Acquisition Corp. II | Warrant [Member]Northern Genesis Acquisition Corp. II | Warrant [Member]PIPE Financing | Warrant [Member] | Additional Paid-in Capital [Member]SponsorNorthern Genesis Acquisition Corp. II | Additional Paid-in Capital [Member]FPA warrants | Additional Paid-in Capital [Member]Working Capital Warrants [Member]Northern Genesis Acquisition Corp. II | Additional Paid-in Capital [Member]Northern Genesis Acquisition Corp. II | Additional Paid-in Capital [Member]PIPE Financing | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | SponsorNorthern Genesis Acquisition Corp. II | FPA warrants | Working Capital Warrants [Member]Northern Genesis Acquisition Corp. II | Northern Genesis Acquisition Corp. II | PIPE Financing | Total | ||||||
Beginning balance at Dec. 31, 2019 | $ 1 | [1] | $ 128,297 | $ (37,159) | $ 69 | $ 91,208 | |||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 260,582,311 | 484,912 | 140,201,723 | ||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options | 121 | $ 121 | |||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 1,014,732 | 1,934,106 | |||||||||||||||||||||||||||||||||
Vesting of early exercised stock options | 61 | $ 61 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 970 | 970 | |||||||||||||||||||||||||||||||||
Other comprehensive loss | (24) | (24) | |||||||||||||||||||||||||||||||||
Net loss | (21,531) | (21,531) | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 1 | [1] | $ 0 | $ 0 | 129,449 | (58,690) | 45 | 70,805 | |||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 260,582,311 | 484,912 | 484,912 | 141,216,455 | |||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options | 94 | 94 | |||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 1,244,349 | ||||||||||||||||||||||||||||||||||
Vesting of early exercised stock options | 5 | 5 | |||||||||||||||||||||||||||||||||
Net loss | (8,482) | (8,482) | |||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 0 | $ 0 | 130,229 | (67,172) | 26 | 63,084 | |||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 484,912 | 142,460,804 | |||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 1 | [1] | $ 0 | $ 0 | 129,449 | (58,690) | 45 | 70,805 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 260,582,311 | 484,912 | 484,912 | 141,216,455 | |||||||||||||||||||||||||||||||
Issuance of common stock | $ 1 | [1] | $ 1 | [1] | $ 2 | [1] | $ 85,037 | $ 40,000 | $ 159,998 | $ 85,038 | $ 40,000 | $ 1 | $ 160,000 | ||||||||||||||||||||||
Issuance of common stock (in shares) | 10,038,097 | 4,000,000 | 11,413,711 | 16,000,000 | |||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options | 189 | $ 189 | |||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 1,758,750 | 1,781,794 | |||||||||||||||||||||||||||||||||
Vesting of early exercised stock options | 66 | $ 66 | |||||||||||||||||||||||||||||||||
Issuance costs | (41,082) | (41,082) | |||||||||||||||||||||||||||||||||
Stock-based compensation | 47,767 | 47,767 | |||||||||||||||||||||||||||||||||
Other comprehensive loss | (45) | (45) | |||||||||||||||||||||||||||||||||
Issuance of common stock for services | 819 | 819 | |||||||||||||||||||||||||||||||||
Issuance of common stock for services (in shares) | 642,578 | ||||||||||||||||||||||||||||||||||
Issuance of Common Stock - Convertible Notes | 37,445 | 37,445 | |||||||||||||||||||||||||||||||||
Issuance of Common Stock - Convertible Notes (in shares) | 3,774,951 | ||||||||||||||||||||||||||||||||||
Merger recapitalization - Class A common stock net of issuance costs | $ (1) | [1] | $ 32 | [1] | 31 | ||||||||||||||||||||||||||||||
Merger recapitalization - Class A common stock net of issuance costs (in shares) | (260,582,311) | 316,963,649 | (484,912) | (55,896,424) | |||||||||||||||||||||||||||||||
Merger recapitalization - Class B common stock net of issuance costs | $ 9 | [1] | 9 | ||||||||||||||||||||||||||||||||
Merger recapitalization - Class B common stock net of issuance costs (in shares) | 87,078,781 | (87,078,781) | |||||||||||||||||||||||||||||||||
Issuance of Warrants | $ 666,663 | $ 2,000,000 | $ 13,799,936 | $ 6,686,667 | $ (1,187) | $ (3,560) | $ (24,564) | $ (11,902) | $ (1,187) | $ (3,560) | $ (24,564) | $ (11,902) | |||||||||||||||||||||||
Assumptions of SPAC assets and liabilities | (983) | (983) | |||||||||||||||||||||||||||||||||
Net loss | (124,213) | (124,213) | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 36 | [1] | $ 9 | [1] | $ 23,153,266 | 417,492 | (182,903) | 0 | 234,634 | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 362,832,986 | 87,078,781 | 23,153,266 | ||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options | 372 | $ 372 | |||||||||||||||||||||||||||||||||
Shares issued upon exercise of stock options (in shares) | 3,615,572 | ||||||||||||||||||||||||||||||||||
Vesting of early exercised stock options | 11 | $ 11 | |||||||||||||||||||||||||||||||||
Net loss | (18,447) | (18,447) | |||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 36 | $ 9 | $ 434,573 | $ (201,350) | $ 0 | $ 233,268 | |||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 362,832,986 | 87,078,781 | 23,153,266 | ||||||||||||||||||||||||||||||||
[1] | Insignificant amounts are rounded to zero (“— ”) for disclosure |
STATEMENTS OF PREFERRED STOCK_2
STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 29,107 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (124,213) | $ (21,531) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,074 | 822 |
Stock-based compensation, net of amounts capitalized | 47,607 | 842 |
Change in fair value of warrants | 8,206 | |
Net amortization of premiums and accretion of discounts on investments | 270 | 226 |
Amortization of debt discount | 8,163 | |
Change in fair value of derivative liability | 4,323 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (10,090) | (150) |
Other assets | (3,518) | (3) |
Accounts payable | 1,957 | 151 |
Other long-term liabilities | 50 | |
Accrued expenses and other current liabilities | 1,262 | 513 |
Net cash used in operating activities | (64,909) | (19,130) |
Cash flows from investing activities | ||
Purchase of investments | (52,421) | |
Maturities of investments | 53,239 | 74,250 |
Purchase of property, equipment and software | (3,353) | (2,181) |
Deposit for purchase of trucks | (440) | (10) |
Refund of deposit for trucks | 87 | 778 |
Net cash provided by (used in) investing activities | 49,533 | 20,416 |
Cash flows from financing activities | ||
Cash proceeds received from convertible note payable | 25,000 | |
Proceeds from NGA recapitalization | 314,146 | |
Transaction costs related to merger with NGA | (70,189) | |
Payment towards notes payable | (210) | (275) |
Proceeds from exercise of stock options | 189 | 121 |
Net cash provided by (used in) financing activities | 268,936 | (154) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 253,560 | 1,132 |
Cash, cash equivalents and restricted cash at beginning of period | 11,460 | 10,328 |
Cash, cash equivalents and restricted cash at end of period | 265,020 | 11,460 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the year for interest | 71 | 62 |
Supplemental schedule of noncash investing and financing activities | ||
Convertible notes converted into shares of Class A common stock upon consummation of Business Combination | 25,000 | |
Derivative liability converted into shares of Class A common stock upon consummation of Business Combination | 12,485 | |
Warrants converted into shares of Class A common stock upon consummation of Business Combination | 854 | |
Acquisition of property, equipment and software in accounts payable | 244 | 64 |
Acquisition of trucks by assuming notes payable | 597 | |
Stock-based compensation capitalized into internally developed software | 160 | 128 |
Vesting of early exercised stock options | $ 66 | $ 61 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Embark Technology, Inc. was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 10, 2021 (the “Closing Date”), the Company (at such time named Northern Genesis Acquisition Corp. II) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated June 22, 2021 with the pre-Business Combination company, Embark Trucks, Inc. (“Embark Trucks”). In connection with the consummation of the Business Combination, the Company changed its name from Northern Genesis Acquisition Corp. II to Embark Technology, Inc. and became the parent entity of Embark Trucks. The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the financial statements represent the accounts of Embark as if Embark is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (approximately 2.98 shares of Company Class A common stock for 1 share of Embark Class A common stock). The principal activities of Embark Technology, Inc. (“Embark” or the “Company”) include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. Other than Embark Trucks, the Company has no subsidiaries as of March 31, 2022. The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models - transfer point and direct-to-customer, to expand its partnerships with shippers and carriers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations through March 31, 2022. Prior to the Merger, NGA ordinary shares and warrants were traded on the New York Stock Exchange (“NYSE”) under the ticker symbols “NGAB” and “NGAB.WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NASDAQ under the ticker symbols “EMBK” and “EMBKW”, respectively. One of the primary purposes of the Merger was to provide a platform for Embark Trucks to gain access to the U.S. capital markets. Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Unaudited Interim Financial Information These interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto contained elsewhere in this prospectus. The condensed consolidated balance sheet at December 31, 2021, has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and the Company’s results of operations and cash flows for the three months ended March 31, 2022 and 2021. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Business Combination The Company entered into the Merger Agreement with NGA, a special purpose acquisition company, on June 22, 2021. On November 10, 2021, as part of the Business Combination, Merger Sub, a newly formed subsidiary of NGA, merged with and into Embark Trucks. In connection with the consummation of the Business Combination, the separate corporate existence of Merger Sub ceased; Embark Trucks survived and became a wholly owned subsidiary of NGA, which was renamed Embark Technology, Inc. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under the guidance in ASC 805, Embark was treated as the “acquired” company for financial reporting purposes. Embark Trucks was deemed the accounting predecessor of the combined business, and Embark Technology, Inc., as the parent company of the combined business, was the successor SEC registrant, meaning that Embark’s financial statements for previous periods will be disclosed in the registrant’s periodic reports filed with the SEC. The Business Combination had a significant impact on Embark’s reported financial position and results as a consequence of the reverse recapitalization. The most significant changes in Embark’s reported financial position and results were a net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2 million. As of March 31, 2022 and December 31, 2021, the Company had warrant liabilities of $27.3 million and $49.4 million, respectively. Liquidity and Capital Resources On November 10, 2021, Embark consummated the Business Combination, generating net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2 million. The Company has incurred losses from operations since inception. The Company incurred net losses of $18.4 million and $8.5 million for the three months ended March 31, 2022 and 2021, respectively, and accumulated deficit amounts to $201.4 million and $182.9 million as of March 31, 2022 and December 31, 2021, respectively. Net cash used in operating activities was $18.2 million and $6.8 million for the three months ended March 31, 2022 and 2021, respectively. The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. As of March 31, 2022 and December 31, 2021, the Company’s balance of cash and cash equivalents was $244.5 million and $264.6 million, respectively. Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents and investments, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company’s ability to continue as a going concern is dependent on management’s ability to control operating costs and demonstrate progress against its technical roadmap. This involves developing new capabilities for the Embark Driver software and improving the reliability and performance of the software on public roads. Demonstrating ongoing technical progress will enable the Company to obtain funds from outside sources of financing, including financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segment Information Under Accounting Standards Codification (“ASC 280”), Segment Reporting Concentration of Risks Embark’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. Embark maintains its cash and cash equivalents, restricted cash and investments with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. Impact of COVID-19 The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of, partners, suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2021. The impacts from stay-at-home orders and other updated local government indoor operation measures are no longer impacting the Company’s operations in 2021, however, there remains uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with these updated guidelines. At current, these changes have not impacted the Company’s operations. In response to the Delta and Omicron variants, local governments updated their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time. | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Embark Technology, Inc. was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 10, 2021 (the “Closing Date”), the Company (at such time named Northern Genesis Acquisition Corp. II) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated June 22, 2021 with the pre-Business Combination Embark Trucks, Inc. In connection with the consummation of the Business Combination, the Company changed its name from Northern Genesis Acquisition Corp. II to Embark Technology, Inc. The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the financial statements represent the accounts of Embark as if Embark is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (2.98 shares of Company Class A common stock for 1 share of Embark Class A common stock). The principal activities of Embark Technology, Inc. (“Embark” or the “Company”) include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. The Company has no subsidiaries as of December 31, 2021 and 2020. The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models — transfer point and direct-to-customer, to expand its partnerships with shippers and carriers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations through December 31, 2021. Prior to the Merger, NGA ordinary shares and warrants were traded on the New York Stock Exchange (“NYSE”) under the ticker symbols “NGAB” and “NGAB.WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NASDAQ under the ticker symbols “EMBK” and “EMBKW”, respectively. One of the primary purposes of the Merger was to provide a platform for Embark to gain access to the U.S. capital markets. See Note 3 – Business Combination, for additional details. Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the SEC. Liquidity and Capital Resources On November 10, 2021, we consummated the Business Combination generating net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2. The Company has incurred losses from operations since inception. The Company incurred net losses of $124.2 million and $21.5 million, for the years ended December 31, 2021 and 2020, respectively, and Accumulated deficit amounts to $182.9 million, and $58.7 million, as of December 31, 2021 and 2020, respectively. Net cash used in operating activities was $64.9 million and $19.1 million, for the years ended December 31, 2021 and 2020, respectively. The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. As of December 31, 2021 and 2020, the Company’s balance of cash and cash equivalents was $264.6 million and $11.1 million, respectively. As of December 31, 2021and 2020, the Company’s balance of available-for-sale investments was $0.0 million and $53.6 million, respectively. Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents and investments, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company’s ability to continue as a going concern is dependent on management’s ability to control operating costs and demonstrate progress against its technical roadmap. This involves developing new capabilities for the Embark Driver software and improving the reliability and performance of the software on public roads. Demonstrating ongoing technical progress will enable the Company to obtain funds from outside sources of financing, including financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. On August 25, 2021 and August 27, 2021, the Company entered into commitment letters (collectively, the “Commitment Letters”) with certain investors (collectively, the “Investors”) pursuant to which such Investors each provided a commitment to invest, upon the Company’s election, up to $5 million in the Company in the form of Series C Preferred Stock of the Company in the event that the merger agreement entered into on June 22, 2021, by and among Northern Genesis Acquisition Corp. II, NGAB Merger Sub Inc. and the Company (the “Merger Agreement”) is terminated and the transactions contemplated thereby (collectively the “Business Combination”) is not consummated. The Business Combination was completed, and each of the Investor’s obligations under the applicable Commitment Letter were terminated in November 2021. Fiscal Periods The Company’s fiscal year begins on January 1 and ends of December 31. The Company refers to the fiscal years as “fiscal year 2022”, “fiscal year 2021” and “fiscal year 2020”. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segment Information Under Accounting Standards Codification (“ASC 280”), Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America. Concentration of Risks Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and short-term investments. We maintain our cash and cash equivalents, restricted cash and investments with high- quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. Impact of COVID-19 The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2021. The impacts from stay-at-home orders and other updated local government indoor operation measures are no longer impacting the Company’s operations in 2021, however, there remains uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with these updated guidelines. At current, these changes have not impacted the Company’s operations. In response to the Delta and Omicron variants, local governments updated their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the incremental borrowing rate (“IBR”) applied in lease accounting, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the valuation of warrants to purchase the Company’s stock and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had $244.5 million and $264.6 million of cash and cash equivalents, respectively, which included cash equivalents of $13.4 million and $22.3 million in highly liquid investments as of March 31, 2022 and December 31, 2021, respectively. The Company maintains letters of credit to secure leases of the Company’s offices and facilities. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the Company had $0.9 million and $0.4 million in restricted cash, respectively. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s condensed consolidated balance sheets. The Company determines short-term or long-term classification based on the expected duration of the restriction. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of As of March 31, December 31, 2022 2021 2021 Cash and cash equivalents 244,488 21,562 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash 245,365 21,967 265,020 Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments Level 1 — Level 2 — Level 3 — Public and Private Warrants As part of NGA’s initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share 6.7 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging Embedded Derivatives Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s condensed consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. The Company elected the practical expedient not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition practical expedient for all leases that qualify. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of March 31, 2022 and December 31, 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the stock price of the underlying common shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with the Company’s long- lived assets impairment policy. Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. Change in fair value of warrant liability Change in fair value of warrant liability represents the change in fair value of Public, Private, Working Capital and Forward Purchase Agreement (“FPA”) Warrants. For each reporting period, Embark will determine the fair value of the warrant liability, and record a corresponding non-cash benefit or non-cash charge, due to a decrease or increase, respectively, in the calculated warrant liability. Other Income As part of the Company’s research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s Condensed Consolidated Statement of Operations. Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and the Company’s cash and cash equivalents. Interest Expense Interest expense consisted primarily of interest on the Company’s various truck financing arrangements. Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses. No dividends were declared or paid for the three months ended March 31, 2022 and March 31, 2021. No preferred stock was outstanding as of March 31, 2022. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in stockholders’ equity during the period other than from transactions with stockholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), date of initial application. The Company elected the “package of practical expedients,” which permits Embark not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized right-of-use assets of $4.4 million and lease liabilities of $4.5 million, respectively, which are related to its various operating leases (Note 10). The difference between the right-of-use assets and lease liabilities is primarily attributed to the elimination of deferred rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption of ASC 842. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In May 2021, the FASB issued ASU 2021-04, Modification of equity-classified written call options Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. In October 2020, the FASB issue ASU No. 2020-10, Codification Improvements | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the fair value of common stock and the valuation of warrants to purchase the Company’s stock, the valuation of derivative liabilities and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had $264.6 million,and $11.1 million of cash and cash equivalents, which included cash equivalents of $22.3 million, and $7.6 million in highly liquid investments as of December 31, 2021 and 2020, respectively. The Company maintains a letter of credit to secure a lease of the Company’s headquarters. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s balance sheets. As of December 31, 2021 and 2020, the Company had $0.4 million,and $0.4 million in restricted cash. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s balance sheets. The balances to be reclassified to cash in the next twelve months are classified as restricted cash, short-term with the remaining balance classified as restricted cash, long-term on the balance sheets. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 264,615 $ 11,055 Restricted cash, short-term 130 65 Restricted cash, long-term 275 340 Cash, cash equivalents and restricted cash $ 265,020 $ 11,460 Investments The Company’s primary objectives of its investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s investments are made in United States (“U.S.”) treasury securities, U.S. government money market funds or other direct securities issued by the U.S. Government or its agencies. The Company classifies its investments as available-for-sale at the time of purchase since it is intended that these investments are available for current operations. Investments not considered cash equivalents and with maturities of one year or less from the balance sheet dates are classified as marketable securities investments. Investments with maturities greater than one year from the balance sheet dates are classified as long-term investments. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive income (loss), net of tax, unless they are determined to be other-than-temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold. As of December 31, 2021, the Company did not hold any investments. As of December 31, 2020, the Company held $53.6 million available-for-sale investments. There were no other-than-temporary impairments as of December 31,2020. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements Level 1 — Level 2 — Level 3 — The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows: As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 — — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 — — $ 1,337 Warrant liabilities - public warrants $ 27,669 — — $ 27,669 Warrant liabilities - working capital warrants — — $ 4,700 $ 4,700 Warrant liabilities - private warrants — — $ 15,714 $ 15,714 In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants. As of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 7,586 — — $ 7,586 Short-term investments United States treasury securities — $ 53,553 — $ 53,553 The fair value of the following liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on date of Merger. For the year ended December 31, 2021 the liability classified Private and Working Capital warrants were fair valued using the Black Scholes Option Pricing Model. For the year ended December 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrants of approximately $8.2 million, respectively, presented as other income (expense) on the accompanying statement of operations. Public and Private Warrants As part of NGAs’ initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share of Class A common stock of NGA and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Further, NGA completed the private sale of 6.7 million warrants to NGA’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 Private Warrants remained outstanding as of December 31, 2021. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging, or ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying Balance Sheets and changes in fair value recorded in other expense within the Statements of Operations. Upon the consummation of the Merger, the related convertible note liability was extinguished. For the year ended December 31, 2021, the Company held no derivative instruments. Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 Leases The Company accounts for leases under Accounting Standards Codification Topic 840 (“ASC 840”). We categorize leases at their inception as either operating or capital leases based on whether the terms of the lease agreement effectively transfers ownership of the underlying asset to the company. The criteria for evaluation of capital leases include an evaluation of whether title transfers at the end of the lease term, whether the lease includes a bargain purchase option, whether the lease term is for a majority of the underlying assets useful life, or the contractual lease payments equal a majority of the fair value of the underlying asset. Our outstanding leases are primarily operating leases. For operating leases, we recognize lease costs on a straight-line basis upon the earlier of the inception date per rent agreement or the date on which control of the space is achieved, without regard to deferred payment terms such as rent holidays considered at inception of lease that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. We categorized our deferred rent as part of the accrued expenses and other current liabilities, and the long-term deferred rent financial statement line items. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. Deferred Transaction Costs Deferred transaction costs, which consist of direct incremental legal, consulting, and accounting fees relating to the merger transaction, are capitalized until they are recorded against proceeds upon the consummation of the transaction. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2021 and 2020. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the estimated fair value of the underlying ordinary shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with our long- lived assets impairment policy. Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. Other Income As part of our research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s Statement of Operations. Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents. Interest Expense Interest expense consisted primarily of interest on our convertible notes payable, which was repaid upon consummation of the Business Combination. Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses.No dividends were declared or paid for the year ended December 31, 2021 or 2020. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in shareholders’ equity during the period other than from transactions with shareholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), to improve the effectiveness of disclosures in the note to the financial statements by facilitating clear communication of the information required by generally accepted accounting principles. The adoption of ASU 2018-13 is effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact to the Company’s results of operations for the year ended December 31, 2021. In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 was early adopted in conjunction with the adoption of ASU 2018-07. The new ASU was adopted using a modified retrospective transition approach with no impact to the Company’s financial statements. Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases. This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. In May 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which deferred the effective dates for non-public entities. Therefore, this standard is effective for annual reporting periods, and interim periods within those years, for public entities beginning after December 15, 2018 and for private entities beginning after December 15, 2021. Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Entities may elect to apply either approach. There are also a number of optional practical expedients that entities may elect to apply. The Company is currently assessing the impact of this standard on its financial statements. The Company expects to record a right-of-use asset and lease liability in the range of $ 4.1-5.0 million, connection with adopting this standard as of January 1, 2022. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the financial statements. In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. In May 2021, the FASB issued ASU 2021-04. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. This guidance will be effective for us on January 1, 2022 with early adoption permitted and will be applied prospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On the Closing Date, Embark received net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2 million, which consist of legal, accounting, and other professional services directly related to the Merger, and are included in additional paid-in capital in the consolidated balance sheet as of December 31, 2021. On the Closing Date, each Embark stockholder received approximately 2.98 shares of the Company’s Class A common stock, par value $0.0001 per share, for each share of Embark Class A common stock, par value $0.0001 per share, that such stockholder owned, except the Embark Founders who received 2.98 shares of Company’s Class B common stock, par value $0.0001 per share, for 80% of their Embark Class A common stock owned, and 2.98 shares Company’s Class A common stock, par value $0.0001 per share, for each share of Embark Class A common stock. On the date of the Business Combination, the Company recorded a liability related to the Public and Private Warrants of $41.2 million, with an offsetting entry to additional paid-in capital. During the period from November 10, 2021 to December 31, 2021, the fair value of the Public and Private Warrants increased to $49.4 million, resulting in a charge of $8.2 million in the statement of operations for the year ended December 31, 2021. Upon closing of the Business Combination, the shareholders’ of NGA were issued 41.4 million of Class A common stock. In connection with the Closing, holders of 29.8 million shares of common stock of NGA were redeemed at a price per share of $10.00. All equity awards of Embark were assumed by NGA and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 2.98. Each award of the Embark’ RSUs and PSUs was converted into RSUs and PSUs of the Company based on an exchange ratio of 2.98, with the same underlying terms as the old award. The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Embark was determined to be the accounting acquirer since Embark’ shareholders prior to the Merger had the greatest voting interest in the combined entity, Embark’ shareholders appointed the initial directors of the combined Board of Directors and control future appointments, Embark comprises all of the ongoing operations, and Embark’ senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these financial statements represents the accounts of Embark as if Embark, rather than NGA, is the predecessor to the Company. No step-up basis of intangible assets or goodwill was recorded and net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Embark. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (2.98 Company shares for 1 Embark share). Immediately following the Business Combination there were 362,832,986 shares of Class A common stock and 87,078,781 shares of Class B common stock with a par value of $0.0001 issued and outstanding and 23,153,266 shares of Class A common stock warrants. |
BALANCE SHEET COMPONENTS_2
BALANCE SHEET COMPONENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BALANCE SHEET COMPONENTS | ||
BALANCE SHEET COMPONENTS | 3. BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Prepaid insurance $ 6,890 $ 7,459 Prepaid software 2,224 2,564 Income tax receivable 494 494 Short-term deposits 570 448 Prepaid salary 476 279 Prepaid warrant 876 936 Other 475 566 Total prepaid expenses and other current assets $ 12,005 $ 12,746 Property, Equipment and Software Property, equipment and software consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Machinery and equipment $ 406 $ 344 Electronic equipment 578 413 Vehicles and vehicle hardware 6,929 6,268 Leasehold improvements 278 258 Developed software 6,108 5,184 Other 27 26 Property, equipment and software, gross 14,326 12,493 Less: accumulated depreciation and amortization (3,240) (2,856) Total property, equipment and software, net $ 11,086 $ 9,637 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $0.4 million and $0.2 million, respectively. Other Assets Other assets consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Intangible assets $ 3 $ 4 Long-term deposits 3,719 3,592 Total Other Assets $ 3,722 $ 3,596 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Accrued payroll expenses* $ 3,189 $ 823 Accrued legal expenses 696 124 Accrued transaction costs 1,092 1,092 Other 1,174 1,103 Total accrued expenses and other current liabilities $ 6,151 $ 3,142 | 4. BALANCE SHEET COMPONENTS Short-term Investments The Company did not have any short-term investments as of December 31, 2021. Short-term investments as of December 31, 2020, consist of the following (in thousands): Cost or Unrealized As of December 31, 2020 Amortized Cost Gains Fair Value U.S government securities $ 53,508 $ 45 $ 53,553 $ 53,508 $ 45 $ 53,553 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Prepaid insurance $ 7,459 $ 138 Accrued interest and dividends — 201 Prepaid software 2,564 279 Prepaid hardware 30 — Income tax receivable 494 494 Short-term deposits 448 55 Other prepaid expenses 1,647 176 Other current assets 104 24 Total prepaid expenses and other current assets $ 12,746 $ 1,367 Property, Equipment and Software Property, equipment and software consist of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Machinery and equipment $ 344 $ 207 Electronic equipment 413 130 Vehicles and vehicle hardware 6,268 4,144 Leasehold improvements 258 119 Developed software 5,184 3,709 Other 26 — Property, equipment and software, gross 12,493 8,309 Less: accumulated depreciation and amortization (2,856) (1,783) Total property, equipment and software, net $ 9,637 $ 6,526 Depreciation and amortization expense for the years ended December 31, 2021 and 2020, was $1.1 million, and $0.8 million, respectively. Other Assets Other assets consist of the following as of December 31, 2021 and 2020, respectively (in thousands): December 31, December 31, 2021 2020 Intangibles assets $ 4 $ 3 Long-term deposits 3,592 75 Total Other Assets $ 3,596 $ 78 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020, respectively (in thousands): December 31, 2021 2020 Accrued payroll expenses 823 259 Accrued general expenses 1,745 524 Accrued legal expenses 124 — Accrued software expenses — — Accrued consultant expenses 380 — Short-term deferred rent (15) 51 Early Exercise liability 26 11 Income tax payable 47 47 Other 12 — Total accrued expenses and other current liabilities $ 3,142 $ 892 |
STOCKHOLDERS' EQUITY_2
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | 5. STOCKHOLDERS’ EQUITY Shares Authorized and Issued As of March 31, 2022, the Company had authorized a total of 4,110,000,000 shares for issuance with 4,000,000,000 shares designated as Class A common stock, 100,000,000 shares designated as Class B common stock and 10,000,000 shares designated as preferred stock. As of March 31, 2022, the Company had 362,832,986 issued as Class A common stock and 87,078,981 issued as Class B common stock. Preferred Stock As of March 31, 2022, there were 10,000,000 shares of preferred stock authorized and no shares of preferred and founders preferred stock was issued or outstanding. The Company’s preferred stock, as of March 31, 2022, does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. Class A and Class B Common Stock The Company’s Board of Directors has authorized two class of common stock, Class A and Class B. Holders of Class A and Class B common stock are not entitled to preemptive or other similar subscription rights to purchase any of Embark Technology’s securities. Class A common stock is neither convertible nor redeemable. Class B common stock is convertible into Class A common stock. Unless Embark Technology’s board of directors determines otherwise, Embark Technology will issue all of Embark Technology’s capital stock in certificated form. The Embark Founders held all outstanding shares of Class B common stock up on consummation of the Business Combination. In connection with the merger with NGA on November 10, 2021, the Embark Founders exchanged 87,078,981 shares of Founder’s common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten votes per share. The Company recorded the incremental value of $13.6 million associated with this transaction as stock-based compensation in general and administrative expenses. The significant rights, privileges and preferences of common stock as of March 31, 2022 are as follows: Liquidation Preference If Embark Technology is involved in voluntary or involuntary liquidation, dissolution or winding up of Embark’s affairs, or a similar event, each holder of Embark Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Embark Technology preferred stock, if any, then outstanding. Dividends Each holder of shares of Embark Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of Embark’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Embark’s Preferred Stock, if any, and any contractual limitations on Embark’s ability to declare and pay dividends. Voting Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided by the Second Amended and Restated Certificate of Incorporation of Northern Genesis Acquisition Corp. II (the “Charter”). Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders, as provided by the Embark Charter. Following the Business Combination, holders of Class B Common Stock have the ability to control the business affairs of Embark. Embark’s Amended and Restated Bylaws (the “Bylaws”) provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Bylaws or the Charter, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights. | 5. STOCKHOLDERS’ EQUITY Shares Authorized and Outstanding As of December 31, 2021, the Company had authorized a total of 4,110,000,000 shares for issuance with 4,000,000,000 shares designated as Class A common stock, 100,000,000 shares designated as Class B common stock and 10,000,000 shares designated as preferred stock. Preferred and Founders Preferred Stock As of December 31, 2021, there were 10,000,000 shares of preferred stock authorized and no shares of preferred and founders issued outstanding Upon the completion of the Embark Pre-Closing Reorganization, Old Embark preferred stock was automatically converted into New Embark Common Stock, whereby eighty percent (80%) of Old Embark Common Stock held by the Founders converted into shares of Class B Common Stock and twenty percent (20%) of Embark Common Stock held in trust converted into shares of Class A common stock, and all other holders of Embark Common Stock converted into shares of Class A common stock using a conversion ratio of 2.98 calculated in accordance with the terms of the Merger Agreement. The following table is a summary of the preferred stock and founders preferred stock as of December 31, 2020 (in thousands, except for share data): Shares Issued Per Share Shares and Issue Price Liquidation Authorized Outstanding Cash Raised per Share Preference Founders Preferred Stock (1) 3,355,453 484,912 $ — $ 0.00 $ 0.00 Series A-1 Preferred Stock 10,902,512 10,902,512 375 0.10 0.10 Series A-2 Preferred Stock 16,026,811 16,026,811 735 0.14 0.14 Series A-3 Preferred Stock 7,413,655 7,413,655 425 0.17 0.17 Series A-4 Preferred Stock 1,762,026 1,762,026 100 0.17 0.17 Series A-5 Preferred Stock 7,995,163 7,995,163 550 0.21 0.21 Series A-6 Preferred Stock 10,881,464 10,881,464 2,390 0.66 0.66 Series A-7 Preferred Stock 45,162,478 45,162,478 12,399 0.82 0.82 Series B Preferred Stock 97,945,845 97,945,845 30,000 0.91 (1) 0.93 Series C Preferred Stock 62,492,368 62,492,367 70,001 3.34 (1) 3.50 Total 263,937,775 261,067,233 $ 116,975 (1) As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was converted into series B and C preferred stock. The original issuance price for the series B and C financing round was $0.93 and $3.50 respectively. The share price of $0.91 and $3.34 presented in the table above represents the average share price of shares issued and outstanding after the founder preferred stock was converted into series B and C shares. The Company incurred $0.1 million, $0.1 million, $0.1 million of issuance costs related to series A, series B, and series C respectively. Redemption The Company’s preferred stock, as of December 31, 2021, does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. The Company’s preferred stock contain a redemption feature that is contingent upon the occurrence of a deemed liquidation event or a change in control, as defined in the Company’s Certificate of Incorporation. As a deemed liquidation event or change in control event is within the control of the Company, preferred stock is presented as a component of the Company’s permanent equity on the balance sheets. Transactions Related to Founders Preferred Stock Founders preferred stock is substantively the same as common stock, as they share identical rights and features. The founders preferred stock can be converted into common stock on a one-to-one basis at any time. The founders preferred stock is presented as a component of the Company’s permanent equity. In 2016, 1,788,375 shares of founders preferred stock were issued. The Company repurchased and retired 582,400 shares of founders preferred stock and subsequently enacted a reverse stock split of 6:1 which reduced the founder shares outstanding to 200,995. During fiscal year 2018, certain founders sold 76,010 shares of their founders preferred stock to an investor of series B preferred stock and such shares automatically converted into shares of series B preferred stock pursuant to the terms of the Company’s Certificate of Incorporation. Subsequently in 2018, the Company enacted a forward split of 1 During the fiscal year 2019, certain founders sold 962,298 shares to an investor of series C preferred stock and such shares automatically converted into shares of series C preferred stock pursuant to the terms of the Company’s Certificate of Incorporation. As of December 31, 2020 there was 484,912 founders preferred stock outstanding. Transactions Related to Preferred Stock All share and per share information has been retroactively adjusted to reflect any stock splits. In August 2019, the Company issued 20,949,454 shares of series C preferred stock at a purchase price of $3.50 per share and received $70.0 million in proceeds. Class A and Class B Common Stock The Company’s Board of Directors has authorized two class of common stock, Class A and Class B. Holders of Class A and Class B common stock are not entitled to preemptive or other similar subscription rights to purchase any of Embark Technology’s securities. Class A common stock is neither convertible nor redeemable. Class B common stock is convertible into Class A common stock. Unless Embark Technology’s board of directors determines otherwise, Embark Technology will issue all of Embark Technology’s capital stock in certificated form. The Embark Founders held all outstanding shares of Class B common stock up on consummation of the Business Combination. In connection with the merger with NGA on November 10, 2021, the Embark Founders exchanged 87,078,781shares of Founder’s common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten votes per share. The Company recorded the incremental value of $13.6 million associated with this transaction as stock-based compensation in general and administrative expenses. The significant rights, privileges and preferences of common stock as of December 31, 2021 are as follows: Liquidation Preference If Embark Technology is involved in voluntary or involuntary liquidation, dissolution or winding up of Embark Technology’s affairs, or a similar event, each holder of Embark Technology Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Embark Technology preferred stock, if any, then outstanding. Dividends Each holder of shares of Embark Technology Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of Embark Technology’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Embark Technology’s Preferred Stock, if any, and any contractual limitations on Embark Technology’s ability to declare and pay dividends. Voting Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided by the Embark Technology Charter. Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders, as provided by the Embark Technology Charter. Following the Business Combination, holders of Class B Common Stock will have the ability to control the business affairs of Embark Technology. The Embark Technology Bylaws provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Embark Technology Bylaws or the Embark Technology Charter, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights. |
WARRANTS_2
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 6. WARRANTS As of December 31,2021, the following warrants were issued and outstanding: Fair Value Exercise Warrants Price per Price per Description Classification Issue Date Outstanding Share Share Expiration FPA Warrants (1) Liability November 10, 2021 666,663 $ 2.01 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 2.01 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 2.35 $ 11.50 November 10, 2026 Working Capital warrants Liability November 10, 2021 2,000,000 $ 2.35 $ 11.50 November 10, 2026 (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 The Company determined the FPA, Public, Private and Working Capital warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants, of $41.2 million. The fair value of the FPA and Public warrants were remeasured as of the reporting date with the change in value reflected as part of Other Expense. The fair value of $49.4 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of December 31, 2021: Risk – free interest rate 1.24 % Expected term (in years) 4.86 Expected dividend yield 0 % Expected volatility 40.0 % The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. |
STOCK-BASED COMPENSATION EXPE_8
STOCK-BASED COMPENSATION EXPENSE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION EXPENSE | 7. STOCK-BASED COMPENSATION EXPENSE Stock Option Plan In connection with the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), under which the Company grants cash and equity incentive awards to directors, employees (including named executive officers) and consultants in order to attract, motivate and retain the talent for which the Company competes. The Company terminated the 2016 Stock Plan, provided that the outstanding awards previously granted under the 2016 Plan continue to remain outstanding under the 2016 Plan. Under the 2021 Plan, as of March 31, 2022, the Company has authorized to issue a maximum number of 58,713,535 shares of Class A common stock, with annual increases beginning January 1, 2022 and ending on and including January 1, 2031 of 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the preceding calendar year. Embark Trucks adopted the 2016 Stock Plan in October 2016 (the “2016 Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock (8,941,878 shares post-split in June 2018) for issuance and designated forfeited option shares to be returned to the option reserve. Options may be early exercised and are exercisable for a term of 10 years from the date of grant. As of March 31, 2022, the Company had registered 79,742,504 shares to be reserved for option grants, RSUs and PSUs previously issued under the 2016 Plan. The Company will not issue additional awards under the 2016 Plan. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term — Expected Volatility — Expected Dividend Yield — zero Risk-Free Interest Rate — Three Months Ended March 31, 2022 2021 Risk-free interest rate n/a 0.55 – 1.10 % Expected term (in years) n/a 5.47 – 6.07 Expected dividend yield n/a 0% Expected volatility n/a 36.88 – 51.52% The company did not grant any stock options for the three months ended March 31, 2022. Option Activity Changes in stock options are as follows: Weighted Weighted Average Number of Average Remaining Aggregate Outstanding Exercise Price Contractual Intrinsic Options Per Share Term (years) (in thousands) Outstanding at December 31, 2021 25,358,455 $ 0.20 6.9 $ 215,093 Exercised (3,615,572) 0.11 $ 20,770 Repurchased 13,984 0.29 Cancelled (277,235) 0.59 Outstanding at March 31, 2022 21,479,632 $ 0.21 6.7 $ 121,910 Vested and exercisable as of March 31, 2022 15,271,274 $ 0.13 6.0 $ 88,014 The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company’s common stock price and the exercise price of the stock options. The company did not grant any stock options for the three months ended March 31, 2022. The weighted average grant date fair value per share for the stock option grants during the three months ended March 31, 2021 was $1.88. As of March 31, 2022, the total unrecognized compensation related to unvested stock option awards granted was $5.02 million, which the Company expects to recognize over a weighted-average period of approximately 2.4 Restricted Stock Units Prior to the Business Combination, Embark Trucks also granted employees RSUs which are subject to performance and service-based vesting conditions. As the Company went public upon the completion of the Business Combination in November 2021, the performance condition had been met. The RSUs generally vest over either a four year period with 25% of the awarded For the three months ended March 31, 2022, the Company recognized $12.9 million stock-based expense associated with such RSUs. For the three months ended March 31, 2021, the Company did not recognize any stock-based expense associated with such RSUs as the performance condition had not been satisfied until November 10, 2021. As of March 31, 2022, there was $41.0 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 3.9 A summary of the Company’s RSU activities and related information is as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 9,616,774 $ 8.44 Forfeited (111,572) 8.96 Vested (187,977) 8.36 Balance as of March 31, 2022 9,317,225 $ 8.43 Performance Stock Units During 2021, Embark Trucks granted PSUs to its employees. The PSUs are subject to certain market and performance-based conditions which require the Company to become a registered public company and meet market conditions that are based on the Company achieving six different valuation tranches as derived from the achievement of escalating share price thresholds of $20.00, $35.00, $50.00, $65.00, $80.00 and $100.00 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance condition has been achieved or is considered probably of being achieved, the related stock-based compensation is recognized based on a graded attribution method. For the three months ended March 31, 2022, the Company recognized $2.6 million stock-based expense associated with such PSUs. For the three months ended March 31, 2021, the Company did not recognize any stock-based expense associated with such PSUs as the performance condition had not been satisfied until November 10, 2021. As of March 31, 2022, there was $81.0 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 8.1 The Company’s PSUs activity for the three months ended March 31, 2022 was as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 44,715,756 $ 1.97 Granted — — Forfeited — — Vested — — Balance as of March 31, 2022 44,715,756 $ 1.97 Common Stock Units The Company is obligated to issue shares of Class A common stock upon the vesting of certain restricted stock awards that resulted from Embark Trucks warrants that were issued prior to the Business Combination. Pursuant to the terms of these warrant awards, the restricted stock awards were issued for services at the time of consummation of the Business Combination, and are subject to service vesting terms, with the shares being subject to cancellation. The pre-Business Combination warrants were exercised in their entirety on a cashless basis, with the unvested shares being excluded from the stockholders’ equity and becoming subject to the service vesting condition going forward. Early exercises are reclassified to additional paid-in capital as the Company’s cancellation right lapses. The number of unvested shares of Class A common stock were 1,347,848 as of March 31, 2022. As of March 31, 2022, there was $3.8 million unrecognized stock-based compensation expense related to outstanding Common Stock Units (“CSUs”) granted to non-employees, with a weighted-average remaining vesting period of 2.16 The Company’s CSUs activity for the three months ended March 31, 2022 was as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 1,481,065 $ 2.48 Granted — — Forfeited — $ — Vested (133,217) 2.48 Balance as of March 31, 2022 1,347,848 $ 2.48 The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 3,765 $ 311 General, and administrative 12,837 251 Total stock-based compensation expense $ 16,602 $ 562 Total stock-based compensation that was capitalized into internally developed software asset was $0.2 million and nil | 7. STOCK-BASED COMPENSATION EXPENSE Stock Option Plan In connection with the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), under which the Company grants cash and equity incentive awards to directors, employees (including named executive officers) and consultants in order to attract, motivate and retain the talent for which the Company competes. The Company terminated the 2016 Stock Plan, provided that the outstanding awards previously granted under the 2016 Plan continue to remain outstanding under the 2016 Plan. Under the 2021 Plan, as of December 31, 2021, the Company has authorized to issue a maximum number of 58,713,535 shares of Class A common stock, with annual increases beginning January 1, 2022 and ending on and including January 1, 2031 of 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the preceding calendar year. The Company adopted the 2016 Stock Plan in October 2016 (the “Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock (8,941,878 shares post-split in June 2018) for issuance and designated forfeited option shares to be returned to the option reserve. Options may be early exercised and are exercisable for a term of 10 years from the date of grant.As of December 31, 2020, the Company’s board of directors had authorized 33,959,633 shares to be reserved for options grants under the 2016 Plan. The Company had 6,523,460 shares available for issuance as of December 31, 2020. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term — Expected Volatility — Expected Dividend Yield — Risk-Free Interest Rate — Years Ended December 31, 2021 2020 Risk-free interest rate 0.55‑1.09% 0.29‑1.63% Expected term (in years) 5.47‑6.07 5.66‑6.28 Expected dividend yield. 0% 0% Expected volatility 36.88‑46.74% 31.29‑36.85% The following table presents the impact of stock-based compensation expense on the Statements of Operations for the years ended December 31, 2021 and 2020 respectively (in thousands): Years Ended December 31, 2021 2020 Research and development $ 16,594 $ 743 General, and administrative 30,961 99 Sales and Marketing $ 52 $ — Total stock-based compensation expense $ 47,607 $ 842 Total stock-based compensation that was capitalized into internally developed software asset was $0.2 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively. Option Activity Changes in stock options are as follows: Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Options Exercise Price Contractual Value Outstanding Per Share Term (years) (in thousands) Outstanding at December 31, 2019 23,191,158 $ 0.07 8.29 $ 9,469 Granted 6,787,303 0.28 Exercised (1,934,106) 0.07 1,226 Cancelled (2,627,039) 0.10 Outstanding at December 31, 2020 25,417,316 $ 0.12 7.68 $ 15,194 Granted 3,152,285 0.78 Exercised (1,781,794) 0.15 6,123 Cancelled (1,429,352) 0.21 Outstanding at December 31, 2021 25,358,455 $ 0.20 6.89 $ 215,093 Vested and exercisable as of December 31, 2021 17,675,057 $ 0.10 6.17 $ 151,634 The weighted-average grant date fair value of stock options issued for the years ended December 31, 2021 and 2020 were, $1.86 and $0.42, respectively. The total intrinsic value of stock options exercised was $6.1 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively. The fair value of awards vested in the years ended December 31, 2021 and 2020 was $2.4 million and $1.0 million, respectively. Restricted Stock Units During the period ended December 31, 2021, the Company granted RSUs to its employees. The RSUs are subject to performance and service-based vesting conditions satisfied over four years with one one As of December 31, 2021, there was $55.4 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 4.0 years. The Company’s RSUs activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 9,630,307 8.44 Forfeited (9,194) 8.48 Vested (4,339) 9.01 Outstanding at December 31, 2021 9,616,774 $ 8.44 Performance Stock Units During the year ended December 31, 2021, the Company granted PSUs to its employees. The PSUs are subject to certain market and performance-based conditions which require the Company to become a registered public company and meet market conditions that are based on the Company achieving six different valuation tranches as derived from the achievement of escalating share price thresholds of $20.00, $35.00, $50.00, $65.00, $80.00 and $100.00 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance condition has been achieved or is considered probably of being achieved, the related stock-based compensation is recognized based on a graded attribution method. For the period ended December 31, 2021, given the performance condition was achieved through the Business Combination, the Company recognized stock-based compensation associated with such PSUs in the amount of $4.5 million. The company recognized the expense based on an accelerated attribution method. As of December 31, 2021, there was $83.6 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 8.74 years. The Company’s PSUs activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 44,715,756 1.97 Forfeited — — Vested — — Outstanding at December 31, 2021 44,715,756 $ 1.97 Common Stock Units The Company issued shares of Class A common stock upon the exercise of certain Embark warrants issued for services at the time of consummation of the Business Combination, which was subject to vesting terms, with the shares being subject to cancellation. These warrants were exercised on a cashless basis, with the unvested shares being excluded from the stockholders’ equity. Early exercises are reclassified to additional paid-in capital as the Company’s cancellation right lapses. The number of unvested shares of Class A common stock were 1,481,065 as of December 31, 2021. As of December 31, 2021, there was $4.2 million unrecognized stock-based compensation expense related to outstanding Common Stock Units (“CSUs”) granted to non-employees, with a weighted-average remaining vesting period of 2.37 years. The Company’s CSUs activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 2,256,861 2.48 Forfeited — — Vested (775,796) 2.48 Outstanding at December 31, 2021 1,481,065 $ 2.48 |
RETIREMENT SAVINGS PLAN_2
RETIREMENT SAVINGS PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
RETIREMENT SAVINGS PLAN | 8. RETIREMENT SAVINGS PLAN The Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre-tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match as of March 31, 2022. | 8. RETIREMENT SAVINGS PLAN The Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre- tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match for the years ended December 31, 2021 and 2020. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | 9. INCOME TAXES Loss before provision for income taxes are $124.2 million and $21.5 million for the years ended December 31, 2021 and 2020, respectively. The Company did not incur any income tax provision for the years ended December 31, 2021 and 2020. A reconciliation of the federal statutory rate of 21% to the Company’s effective tax rate is as follows: Years Ended December 31, 2021 2020 U.S. federal tax benefit at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 5.41 % 7.84 % Non-deductible expenses and other (0.21) % (0.16) % Share-based compensation (0.33) % (0.95) % Compensation Disallowance under 162(m) (4.43) % — % Research and development credits 0.87 % 0.79 % Initial public offering costs (0.12) % — % Interest on convertible note (1.38) % — % Warrant expense (1.19) % — % Derivative liability (1.22) % — % Change in valuation allowance, net (18.40) % (28.52) % Effective tax rate — % — % For the years ended December 31, 2021 and 2020, the Company’s effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits and changes in the Company’s valuation allowance. Balance at (in thousands) beginning Charges to Balance at Valuation Allowance of period expenses Deductions end of period Year ended December 31, 2021 $ (13,425) $ (25,934) $ — $ (39,359) Year ended December 31, 2020 (7,278) (6,147) — (13,425) The components of the Company’s net deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss $ 27,241 $ 12,798 Stock based compensation 5,730 — Other accruals 84 77 Fixed Assets and Intangibles 27 163 Capitalized Start-up Expenses 3,939 — Credit carryforwards 3,781 1,426 Total deferred tax assets 40,802 14,464 Valuation Allowance (39,359) (13,425) Total deferred tax assets after valuation allowance $ 1,443 $ 1,039 Deferred tax liability Capitalized Software (1,443) (1,039) Net deferred tax assets $ — $ — Due to its history of operating losses, the Company has not recorded any income tax expense for the years ended December 31, 2021 and 2020. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its deferred tax assets. The valuation allowance as of December 31, 2020 was $13.4 million, which increased to $39.4 million for the year ended December 31, 2021. The increase in the valuation allowance is primarily due to current year losses and research credits. As of December 31, 2021 and 2020, the Company has U.S. federal net operating loss carryforwards of $97.2 million and $45.8 million respectively, and state net operating loss carryforward of $100.0 million and $47.2 million respectively, which begin to expire in 2036 for federal and state purposes. Approximately $93.2 million of the federal net operating losses included above can be carried forward indefinitely. As of December 31, 2021 and 2020, the Company has U.S. federal research credit carryforwards of $3.4 million and $1.2 million respectively, and state research credit carryforwards of $2.9 million and $1.5 million respectively. The federal tax credit carryforwards will begin to expire in 2037, if not utilized. The state credit carryforwards do not expire. The Company has not performed a Section 382 study to determine whether it had experienced a change in ownership and, if so, whether the tax attributes (NOLs or credits) were impaired. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize NOL or other tax attributes, such as research tax credits, in any taxable year, may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock within a specified testing period. Similar rules may apply under state tax laws. A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands): As of December 31, 2021 2020 Unrecognized tax benefits, beginning of year $ 1,028 $ 614 Increases related to prior year tax provisions — — Increase related to current year tax provisions 1,099 414 Unrecognized tax benefits, end of year $ 2,127 $ 1,028 The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2021, there was no accrued interest or penalties related to uncertain tax positions. None of the unrecognized tax benefits would impact the effective tax rate if realized. The Company does not expect the unrecognized tax benefits to significantly change in the next twelve months. The Company reports income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company files income tax returns in the U.S. and various state jurisdictions. The U.S. and state jurisdictions have statutes of limitations that generally range from three to five years. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns are subject to examination for federal and state purposes since inception. The Company is not currently under examination for federal or state income tax purposes. In March 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. As of December 31, 2021, the Company expects that these provisions will not have a material impact as the Company has no net operating losses or AMT credits that would fall under these provisions. |
CONVERTIBLE DEBT AND NOTES PAYA
CONVERTIBLE DEBT AND NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE DEBT AND NOTES PAYABLE | 9. NOTES PAYABLE On February 18, 2021 and January 5, 2021, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million and $0.1 million at an interest rate equal to 6.99% and 7.50% per annum, with a maturity date of April 1, 2026 and January 19, 2027, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. On February 19, 2018, January 28, 2019, and May 23, 2019, the Company entered into financing agreements to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.3 million, $0.4 million, and $0.5 million at an interest rate equal to 8.25% per annum The Company entered into a financing agreement on August 2, 2016 to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million at an interest rate equal to 12.5% per annum, with a maturity date of August 9, 2020. The Company makes equal monthly installment payments over the term of the financing arrangement, which is allocated between interest and principal. Notes payable as of March 31, 2022 and December 31, 2021 are $1.0 million and $1.1 million, respectively. The following table presents future payments of principal as of March 31, 2022 (in thousands): Years Ended December 31, Amounts 2022 (remaining nine months) $ 273 2023 313 2024 176 2025 111 2026 and thereafter 125 Total future payments $ 998 | 10. CONVERTIBLE DEBT AND NOTES PAYABLE On April 16, 2021, the Company entered into a $25 million note payable that the Company utilizes for operations and research and development. The note has an interest rate of 10%, with the unpaid principal and accrued interest being due on April 16, 2022. The note does not contain voluntary prepayment clause unless consented by the note holder, as defined in the agreement. The Company recorded $8.1 million of debt issuance costs related to embedded derivatives on April 16, 2021, which was accreted during the year ended December 31, 2021 as interest On February 18, 2021 and January 5, 2021, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million and $0.1 million at an interest rate equal to 6.99% and 7.50% per annum, with a maturity date of April 1, 2026 and January 19, 2027, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. On February 19, 2018, January 28, 2019, and May 23, 2019, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.3 million, $0.4 million, and $0.5 million at an interest rate equal to 8.25% per annum, with a maturity date of March 5th, 2023, February 14, 2024, and June 12, 2024, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. The Company entered into financing agreement on August 2, 2016 to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million at an interest rate equal to 12.50% per annum, with a maturity date of August 9, 2020. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal. Notes payable as of December 31, 2021 and 2020, $1.1 million, and $0.8 million, respectively. The following table presents future payments of principal as of December 31, 2021 (in thousands): Fiscal year 2022 358 2023 313 2024 182 2025 and thereafter 227 Total future payments $ 1,080 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2022 and December 31, 2021. Operating leases The Company’s leases primarily include corporate offices. The lease term of operating leases vary from less than a year to seven years. The Company has leases that include one or more options to extend the lease term to a total term of ten years as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. The components of lease expense were as follows (in thousands): Three Months Ended March 31, 2022 Lease cost Operating lease cost $ 600 Short-term lease cost (1) 102 Total lease cost $ 702 (1) The Company elected to account for short-term leases in accordance with ASC 842. ASC 842 defines a short-term lease as a lease whose lease term, at commencement, is 12 months or less and that does not include a purchase option whose exercise is reasonable certain. The Company will recognize the lease payments in profit or loss on a straight-line basis over the lease term. Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2022 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows in operating leases $ 477 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities $ 6,587 Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): March 31, 2022 Assets Operating lease right-of-use assets $ 6,099 Liabilities Operating lease liability, current $ 1,948 Operating lease liability, non-current $ 4,438 Total operating lease liability $ 6,386 March 31, 2022 Weighted Average Lease Term (in years) Operating Leases 3.38 Weighted Average Discount Rate Operating Leases 5.69 % Total future minimum lease payments over the term of the lease as of March 31, 2022, are as follows (in thousands): Years Ended December 31, Operating leases 2022 (remaining nine months) 1,723 2023 2,108 2024 1,976 2025 548 2026 563 2027 and thereafter 142 Total undiscounted lease payments $ 7,060 Less: imputed interest (674) Total lease liabilities $ 6,386 As of March 31, 2022, the Company entered into additional operating leases for an office and a truck transfer point of $25.8 million, and $0.6 million respectively. These operating leases will commence in fiscal 2022 with lease terms of seven years and five years respectively, and contain options to renew and extend the terms of up to 60 months and 12 for each renewal, respectively. | 11. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2021, and December 31, 2020. Lease Agreement The Company leases office facilities in the United States that expire at various dates through December 2027. All lease arrangements entered into are classified as operating leases. Certain leases contain scheduled increases in rental payments resulting in uneven cash flows over the life of the lease. The difference between the required lease payment and the recognition of lease expense on a straight-line basis is recorded as a deferred rent liability on the balance sheet. Rent expense during the years ended December 31, 2021 and 2020, was $1.4 million and $1.4 million, respectively. Total future minimum lease payments over the term of the lease as of December 31, 2021, are as follows (in thousands): Years Ended December 31, Lease Payments 2022 $ 3,669 2023 5,194 2024 5,165 2025 3,970 2026 4,666 2027 $ 4,367 Total $ 27,031 The Company’s headquarter lease in San Francisco, CA contains an option to renew the lease for a period of three years upon expiration of the initial lease term in December 2024 for which the base rent shall be the then fair market value rent at the time of exercise. |
NET LOSS PER SHARE_2
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 11. NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (18,447) $ (8,482) Net loss attributable to common stockholders $ (18,447) $ (8,482) Denominator: Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (0.04) $ (0.18) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 452,623,022 47,538,331 Class A 365,544,041 n/a* Class B 87,078,981 n/a* * Prior to the Merger and prior to effecting the recapitalization in 2021, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. March 31, 2022 2021 Founders Preferred shares — 162,558 Series A‑1 convertible preferred shares — 3,654,873 Series A‑2 convertible preferred shares — 5,372,703 Series A‑3 convertible preferred shares — 2,485,296 Series A‑4 convertible preferred shares — 590,688 Series A‑5 convertible preferred shares — 2,680,236 Series A‑6 convertible preferred shares — 3,647,817 Series A‑7 convertible preferred shares — 15,139,917 Series B convertible preferred shares — 32,834,601 Series C convertible preferred shares — 20,949,454 Outstanding options 21,479,632 8,975,275 Warrants issued and outstanding 23,153,266 857,142 Restricted stock units 9,317,225 — Common stock units 1,347,848 — Performance stock units 44,715,756 — Total 100,013,727 97,350,560 | 12. NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands, except share and per share data). Years Ended December 31, 2021 2020 Numerator: Net loss $ (124,213) $ (21,531) Net loss attributable to ordinary shareholders $ (124,213) $ (21,531) Denominator: Weighted-average ordinary shares outstanding, Class A 173,157,272 138,886,157 Net loss per share attributable to common stockholders, basic and diluted, Class A $ (0.67) $ (0.16) Weighted-average ordinary shares outstanding, Class B 12,167,200 $ — Net loss per share attributable to common stockholders, basic and diluted, Class B $ (0.67) $ — Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. December 31, 2021 2020 Founders Preferred shares — 484,912 Series A‑1 convertible preferred shares — 10,902,511 Series A‑2 convertible preferred shares — 16,026,810 Series A‑3 convertible preferred shares — 7,413,655 Series A‑4 convertible preferred shares — 1,762,026 Series A‑5 convertible preferred shares — 7,995,163 Series A‑6 convertible preferred shares — 10,881,463 Series A‑7 convertible preferred shares — 45,162,477 Series B convertible preferred shares — 97,945,841 Series C convertible preferred shares — 62,492,365 Options issued and outstanding 17,675,097 25,417,375 Warrants issued and outstanding 23,153,267 — Restricted stock units 9,621,113 — Common stock units 1,481,065 — Performance stock units 44,715,756 — Total 96,646,298 286,484,598 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the incremental borrowing rate (“IBR”) applied in lease accounting, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the valuation of warrants to purchase the Company’s stock and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the fair value of common stock and the valuation of warrants to purchase the Company’s stock, the valuation of derivative liabilities and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had $244.5 million and $264.6 million of cash and cash equivalents, respectively, which included cash equivalents of $13.4 million and $22.3 million in highly liquid investments as of March 31, 2022 and December 31, 2021, respectively. The Company maintains letters of credit to secure leases of the Company’s offices and facilities. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the Company had $0.9 million and $0.4 million in restricted cash, respectively. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s condensed consolidated balance sheets. The Company determines short-term or long-term classification based on the expected duration of the restriction. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of As of March 31, December 31, 2022 2021 2021 Cash and cash equivalents 244,488 21,562 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash 245,365 21,967 265,020 | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had $264.6 million,and $11.1 million of cash and cash equivalents, which included cash equivalents of $22.3 million, and $7.6 million in highly liquid investments as of December 31, 2021 and 2020, respectively. The Company maintains a letter of credit to secure a lease of the Company’s headquarters. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s balance sheets. As of December 31, 2021 and 2020, the Company had $0.4 million,and $0.4 million in restricted cash. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s balance sheets. The balances to be reclassified to cash in the next twelve months are classified as restricted cash, short-term with the remaining balance classified as restricted cash, long-term on the balance sheets. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 264,615 $ 11,055 Restricted cash, short-term 130 65 Restricted cash, long-term 275 340 Cash, cash equivalents and restricted cash $ 265,020 $ 11,460 |
Investments | Investments The Company’s primary objectives of its investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s investments are made in United States (“U.S.”) treasury securities, U.S. government money market funds or other direct securities issued by the U.S. Government or its agencies. The Company classifies its investments as available-for-sale at the time of purchase since it is intended that these investments are available for current operations. Investments not considered cash equivalents and with maturities of one year or less from the balance sheet dates are classified as marketable securities investments. Investments with maturities greater than one year from the balance sheet dates are classified as long-term investments. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive income (loss), net of tax, unless they are determined to be other-than-temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold. As of December 31, 2021, the Company did not hold any investments. As of December 31, 2020, the Company held $53.6 million available-for-sale investments. There were no other-than-temporary impairments as of December 31,2020. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments Level 1 — Level 2 — Level 3 — | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements Level 1 — Level 2 — Level 3 — The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows: As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 — — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 — — $ 1,337 Warrant liabilities - public warrants $ 27,669 — — $ 27,669 Warrant liabilities - working capital warrants — — $ 4,700 $ 4,700 Warrant liabilities - private warrants — — $ 15,714 $ 15,714 In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants. As of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 7,586 — — $ 7,586 Short-term investments United States treasury securities — $ 53,553 — $ 53,553 The fair value of the following liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on date of Merger. For the year ended December 31, 2021 the liability classified Private and Working Capital warrants were fair valued using the Black Scholes Option Pricing Model. For the year ended December 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrants of approximately $8.2 million, respectively, presented as other income (expense) on the accompanying statement of operations. |
Public and Private Warrants | Public and Private Warrants As part of NGA’s initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share 6.7 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity | Public and Private Warrants As part of NGAs’ initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share of Class A common stock of NGA and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Further, NGA completed the private sale of 6.7 million warrants to NGA’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 Private Warrants remained outstanding as of December 31, 2021. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date. |
Convertible Notes and Derivatives | Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging Embedded Derivatives | Convertible Notes and Derivatives The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging, or ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying Balance Sheets and changes in fair value recorded in other expense within the Statements of Operations. Upon the consummation of the Merger, the related convertible note liability was extinguished. For the year ended December 31, 2021, the Company held no derivative instruments. |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years | Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 |
Leases | Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s condensed consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. The Company elected the practical expedient not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition practical expedient for all leases that qualify. | Leases The Company accounts for leases under Accounting Standards Codification Topic 840 (“ASC 840”). We categorize leases at their inception as either operating or capital leases based on whether the terms of the lease agreement effectively transfers ownership of the underlying asset to the company. The criteria for evaluation of capital leases include an evaluation of whether title transfers at the end of the lease term, whether the lease includes a bargain purchase option, whether the lease term is for a majority of the underlying assets useful life, or the contractual lease payments equal a majority of the fair value of the underlying asset. Our outstanding leases are primarily operating leases. For operating leases, we recognize lease costs on a straight-line basis upon the earlier of the inception date per rent agreement or the date on which control of the space is achieved, without regard to deferred payment terms such as rent holidays considered at inception of lease that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. We categorized our deferred rent as part of the accrued expenses and other current liabilities, and the long-term deferred rent financial statement line items. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. |
Deferred Transaction Costs | Deferred Transaction Costs Deferred transaction costs, which consist of direct incremental legal, consulting, and accounting fees relating to the merger transaction, are capitalized until they are recorded against proceeds upon the consummation of the transaction. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of March 31, 2022 and December 31, 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2021 and 2020. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the stock price of the underlying common shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. | Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the estimated fair value of the underlying ordinary shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. |
Internal Use Software | Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with the Company’s long- lived assets impairment policy. | Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss). Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with our long- lived assets impairment policy. |
Research and Development Expense | Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. | Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. |
General, and Administrative Expenses | General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. | General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. |
Other Income | Other Income As part of our research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s Statement of Operations. | |
Interest Income | Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and the Company’s cash and cash equivalents. | Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents. |
Interest Expense | Interest Expense Interest expense consisted primarily of interest on the Company’s various truck financing arrangements. | Interest Expense Interest expense consisted primarily of interest on our convertible notes payable, which was repaid upon consummation of the Business Combination. |
Net Loss Per Share | Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses. No dividends were declared or paid for the three months ended March 31, 2022 and March 31, 2021. No preferred stock was outstanding as of March 31, 2022. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. | Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses.No dividends were declared or paid for the year ended December 31, 2021 or 2020. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in stockholders’ equity during the period other than from transactions with stockholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the total change in shareholders’ equity during the period other than from transactions with shareholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), date of initial application. The Company elected the “package of practical expedients,” which permits Embark not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized right-of-use assets of $4.4 million and lease liabilities of $4.5 million, respectively, which are related to its various operating leases (Note 10). The difference between the right-of-use assets and lease liabilities is primarily attributed to the elimination of deferred rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption of ASC 842. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In May 2021, the FASB issued ASU 2021-04, Modification of equity-classified written call options Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. In October 2020, the FASB issue ASU No. 2020-10, Codification Improvements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), to improve the effectiveness of disclosures in the note to the financial statements by facilitating clear communication of the information required by generally accepted accounting principles. The adoption of ASU 2018-13 is effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact to the Company’s results of operations for the year ended December 31, 2021. In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 was early adopted in conjunction with the adoption of ASU 2018-07. The new ASU was adopted using a modified retrospective transition approach with no impact to the Company’s financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases. This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. In May 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which deferred the effective dates for non-public entities. Therefore, this standard is effective for annual reporting periods, and interim periods within those years, for public entities beginning after December 15, 2018 and for private entities beginning after December 15, 2021. Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Entities may elect to apply either approach. There are also a number of optional practical expedients that entities may elect to apply. The Company is currently assessing the impact of this standard on its financial statements. The Company expects to record a right-of-use asset and lease liability in the range of $ 4.1-5.0 million, connection with adopting this standard as of January 1, 2022. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the financial statements. In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. In May 2021, the FASB issued ASU 2021-04. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. This guidance will be effective for us on January 1, 2022 with early adoption permitted and will be applied prospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of cash and cash equivalents and restricted cash and cash equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of As of March 31, December 31, 2022 2021 2021 Cash and cash equivalents 244,488 21,562 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash 245,365 21,967 265,020 | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 264,615 $ 11,055 Restricted cash, short-term 130 65 Restricted cash, long-term 275 340 Cash, cash equivalents and restricted cash $ 265,020 $ 11,460 |
Schedule of carrying value and fair value of financial instruments | The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows: As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 — — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 — — $ 1,337 Warrant liabilities - public warrants $ 27,669 — — $ 27,669 Warrant liabilities - working capital warrants — — $ 4,700 $ 4,700 Warrant liabilities - private warrants — — $ 15,714 $ 15,714 In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants. As of December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 7,586 — — $ 7,586 Short-term investments United States treasury securities — $ 53,553 — $ 53,553 | |
Schedule of property equipment and software useful life | Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 |
BALANCE SHEET COMPONENTS (Tab_2
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BALANCE SHEET COMPONENTS | ||
Schedule of short term investments | The Company did not have any short-term investments as of December 31, 2021. Short-term investments as of December 31, 2020, consist of the following (in thousands): Cost or Unrealized As of December 31, 2020 Amortized Cost Gains Fair Value U.S government securities $ 53,508 $ 45 $ 53,553 $ 53,508 $ 45 $ 53,553 | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Prepaid insurance $ 7,459 $ 138 Accrued interest and dividends — 201 Prepaid software 2,564 279 Prepaid hardware 30 — Income tax receivable 494 494 Short-term deposits 448 55 Other prepaid expenses 1,647 176 Other current assets 104 24 Total prepaid expenses and other current assets $ 12,746 $ 1,367 | |
Schedule of property and equipment | Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Property, equipment and software consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Machinery and equipment $ 406 $ 344 Electronic equipment 578 413 Vehicles and vehicle hardware 6,929 6,268 Leasehold improvements 278 258 Developed software 6,108 5,184 Other 27 26 Property, equipment and software, gross 14,326 12,493 Less: accumulated depreciation and amortization (3,240) (2,856) Total property, equipment and software, net $ 11,086 $ 9,637 | Property, equipment and software consist of the following as of December 31, 2021 and 2020, respectively (in thousands): As of December 31, 2021 2020 Machinery and equipment $ 344 $ 207 Electronic equipment 413 130 Vehicles and vehicle hardware 6,268 4,144 Leasehold improvements 258 119 Developed software 5,184 3,709 Other 26 — Property, equipment and software, gross 12,493 8,309 Less: accumulated depreciation and amortization (2,856) (1,783) Total property, equipment and software, net $ 9,637 $ 6,526 |
Schedule of other assets | Other assets consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, December 31, 2022 2021 (unaudited) Intangible assets $ 3 $ 4 Long-term deposits 3,719 3,592 Total Other Assets $ 3,722 $ 3,596 | Other assets consist of the following as of December 31, 2021 and 2020, respectively (in thousands): December 31, December 31, 2021 2020 Intangibles assets $ 4 $ 3 Long-term deposits 3,592 75 Total Other Assets $ 3,596 $ 78 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020, respectively (in thousands): December 31, 2021 2020 Accrued payroll expenses 823 259 Accrued general expenses 1,745 524 Accrued legal expenses 124 — Accrued software expenses — — Accrued consultant expenses 380 — Short-term deferred rent (15) 51 Early Exercise liability 26 11 Income tax payable 47 47 Other 12 — Total accrued expenses and other current liabilities $ 3,142 $ 892 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
Schedule of Preferred and Founders Preferred Stock | The following table is a summary of the preferred stock and founders preferred stock as of December 31, 2020 (in thousands, except for share data): Shares Issued Per Share Shares and Issue Price Liquidation Authorized Outstanding Cash Raised per Share Preference Founders Preferred Stock (1) 3,355,453 484,912 $ — $ 0.00 $ 0.00 Series A-1 Preferred Stock 10,902,512 10,902,512 375 0.10 0.10 Series A-2 Preferred Stock 16,026,811 16,026,811 735 0.14 0.14 Series A-3 Preferred Stock 7,413,655 7,413,655 425 0.17 0.17 Series A-4 Preferred Stock 1,762,026 1,762,026 100 0.17 0.17 Series A-5 Preferred Stock 7,995,163 7,995,163 550 0.21 0.21 Series A-6 Preferred Stock 10,881,464 10,881,464 2,390 0.66 0.66 Series A-7 Preferred Stock 45,162,478 45,162,478 12,399 0.82 0.82 Series B Preferred Stock 97,945,845 97,945,845 30,000 0.91 (1) 0.93 Series C Preferred Stock 62,492,368 62,492,367 70,001 3.34 (1) 3.50 Total 263,937,775 261,067,233 $ 116,975 (1) As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was converted into series B and C preferred stock. The original issuance price for the series B and C financing round was $0.93 and $3.50 respectively. The share price of $0.91 and $3.34 presented in the table above represents the average share price of shares issued and outstanding after the founder preferred stock was converted into series B and C shares. |
WARRANTS (Tables)_2
WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Schedule of warrants issued and outstanding | Fair Value Exercise Warrants Price Per Price per Description Classification Issue Date Outstanding Share Share Expiration FPA warrants (1) Liability November 10, 2021 666,663 $ 1.14 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 1.14 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 1.24 $ 11.50 November 10, 2026 Working capital warrants Liability November 10, 2021 2,000,000 $ 1.24 $ 11.50 November 10, 2026 (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 | As of December 31,2021, the following warrants were issued and outstanding: Fair Value Exercise Warrants Price per Price per Description Classification Issue Date Outstanding Share Share Expiration FPA Warrants (1) Liability November 10, 2021 666,663 $ 2.01 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 2.01 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 2.35 $ 11.50 November 10, 2026 Working Capital warrants Liability November 10, 2021 2,000,000 $ 2.35 $ 11.50 November 10, 2026 (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 |
Schedule of fair value of the common stock warrants valuation assumptions | Three Months Ended March 31, 2022 2021 Risk-free interest rate n/a 0.55 – 1.10 % Expected term (in years) n/a 5.47 – 6.07 Expected dividend yield n/a 0% Expected volatility n/a 36.88 – 51.52% | Years Ended December 31, 2021 2020 Risk-free interest rate 0.55‑1.09% 0.29‑1.63% Expected term (in years) 5.47‑6.07 5.66‑6.28 Expected dividend yield. 0% 0% Expected volatility 36.88‑46.74% 31.29‑36.85% |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Schedule of fair value of the common stock warrants valuation assumptions | The fair value of $49.4 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of December 31, 2021: Risk – free interest rate 1.24 % Expected term (in years) 4.86 Expected dividend yield 0 % Expected volatility 40.0 % |
STOCK-BASED COMPENSATION EXPE_9
STOCK-BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of fair value of the common stock warrants valuation assumptions | Three Months Ended March 31, 2022 2021 Risk-free interest rate n/a 0.55 – 1.10 % Expected term (in years) n/a 5.47 – 6.07 Expected dividend yield n/a 0% Expected volatility n/a 36.88 – 51.52% | Years Ended December 31, 2021 2020 Risk-free interest rate 0.55‑1.09% 0.29‑1.63% Expected term (in years) 5.47‑6.07 5.66‑6.28 Expected dividend yield. 0% 0% Expected volatility 36.88‑46.74% 31.29‑36.85% |
Schedule of stock-based compensation expense | The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 3,765 $ 311 General, and administrative 12,837 251 Total stock-based compensation expense $ 16,602 $ 562 | Years Ended December 31, 2021 2020 Research and development $ 16,594 $ 743 General, and administrative 30,961 99 Sales and Marketing $ 52 $ — Total stock-based compensation expense $ 47,607 $ 842 |
Schedule of changes in stock options | Changes in stock options are as follows: Weighted Weighted Average Number of Average Remaining Aggregate Outstanding Exercise Price Contractual Intrinsic Options Per Share Term (years) (in thousands) Outstanding at December 31, 2021 25,358,455 $ 0.20 6.9 $ 215,093 Exercised (3,615,572) 0.11 $ 20,770 Repurchased 13,984 0.29 Cancelled (277,235) 0.59 Outstanding at March 31, 2022 21,479,632 $ 0.21 6.7 $ 121,910 Vested and exercisable as of March 31, 2022 15,271,274 $ 0.13 6.0 $ 88,014 | Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Options Exercise Price Contractual Value Outstanding Per Share Term (years) (in thousands) Outstanding at December 31, 2019 23,191,158 $ 0.07 8.29 $ 9,469 Granted 6,787,303 0.28 Exercised (1,934,106) 0.07 1,226 Cancelled (2,627,039) 0.10 Outstanding at December 31, 2020 25,417,316 $ 0.12 7.68 $ 15,194 Granted 3,152,285 0.78 Exercised (1,781,794) 0.15 6,123 Cancelled (1,429,352) 0.21 Outstanding at December 31, 2021 25,358,455 $ 0.20 6.89 $ 215,093 Vested and exercisable as of December 31, 2021 17,675,057 $ 0.10 6.17 $ 151,634 |
Schedule of RSU activities | A summary of the Company’s RSU activities and related information is as follows: Weighted Average Number of Grant date Fair Shares Value Per Share Balance as of December 31, 2021 9,616,774 $ 8.44 Forfeited (111,572) 8.96 Vested (187,977) 8.36 Balance as of March 31, 2022 9,317,225 $ 8.43 | Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 9,630,307 8.44 Forfeited (9,194) 8.48 Vested (4,339) 9.01 Outstanding at December 31, 2021 9,616,774 $ 8.44 |
Schedule of common stock units activities | Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 2,256,861 2.48 Forfeited — — Vested (775,796) 2.48 Outstanding at December 31, 2021 1,481,065 $ 2.48 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of RSU activities | Weighted Average Grant Date Fair Number of Shares Value per Share Outstanding at December 31, 2020 — $ — Granted 44,715,756 1.97 Forfeited — — Vested — — Outstanding at December 31, 2021 44,715,756 $ 1.97 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of reconciliation of the federal statutory rate o effective tax rate | Years Ended December 31, 2021 2020 U.S. federal tax benefit at statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 5.41 % 7.84 % Non-deductible expenses and other (0.21) % (0.16) % Share-based compensation (0.33) % (0.95) % Compensation Disallowance under 162(m) (4.43) % — % Research and development credits 0.87 % 0.79 % Initial public offering costs (0.12) % — % Interest on convertible note (1.38) % — % Warrant expense (1.19) % — % Derivative liability (1.22) % — % Change in valuation allowance, net (18.40) % (28.52) % Effective tax rate — % — % |
Schedule of changes in valuation allowance | Balance at (in thousands) beginning Charges to Balance at Valuation Allowance of period expenses Deductions end of period Year ended December 31, 2021 $ (13,425) $ (25,934) $ — $ (39,359) Year ended December 31, 2020 (7,278) (6,147) — (13,425) |
Summary of tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities | The components of the Company’s net deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss $ 27,241 $ 12,798 Stock based compensation 5,730 — Other accruals 84 77 Fixed Assets and Intangibles 27 163 Capitalized Start-up Expenses 3,939 — Credit carryforwards 3,781 1,426 Total deferred tax assets 40,802 14,464 Valuation Allowance (39,359) (13,425) Total deferred tax assets after valuation allowance $ 1,443 $ 1,039 Deferred tax liability Capitalized Software (1,443) (1,039) Net deferred tax assets $ — $ — |
Summary of changes in the gross amount of unrecognized tax benefits | A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands): As of December 31, 2021 2020 Unrecognized tax benefits, beginning of year $ 1,028 $ 614 Increases related to prior year tax provisions — — Increase related to current year tax provisions 1,099 414 Unrecognized tax benefits, end of year $ 2,127 $ 1,028 |
CONVERTIBLE DEBT AND NOTES PA_2
CONVERTIBLE DEBT AND NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of future payments of principal | The following table presents future payments of principal as of March 31, 2022 (in thousands): Years Ended December 31, Amounts 2022 (remaining nine months) $ 273 2023 313 2024 176 2025 111 2026 and thereafter 125 Total future payments $ 998 | The following table presents future payments of principal as of December 31, 2021 (in thousands): Fiscal year 2022 358 2023 313 2024 182 2025 and thereafter 227 Total future payments $ 1,080 |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of future minimum lease payments | Total future minimum lease payments over the term of the lease as of March 31, 2022, are as follows (in thousands): Years Ended December 31, Operating leases 2022 (remaining nine months) 1,723 2023 2,108 2024 1,976 2025 548 2026 563 2027 and thereafter 142 Total undiscounted lease payments $ 7,060 Less: imputed interest (674) Total lease liabilities $ 6,386 | Total future minimum lease payments over the term of the lease as of December 31, 2021, are as follows (in thousands): Years Ended December 31, Lease Payments 2022 $ 3,669 2023 5,194 2024 5,165 2025 3,970 2026 4,666 2027 $ 4,367 Total $ 27,031 |
NET LOSS PER SHARE (Tables)_2
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted net loss per share attributable to common stockholders | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (18,447) $ (8,482) Net loss attributable to common stockholders $ (18,447) $ (8,482) Denominator: Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (0.04) $ (0.18) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 452,623,022 47,538,331 Class A 365,544,041 n/a* Class B 87,078,981 n/a* * Prior to the Merger and prior to effecting the recapitalization in 2021, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands, except share and per share data). Years Ended December 31, 2021 2020 Numerator: Net loss $ (124,213) $ (21,531) Net loss attributable to ordinary shareholders $ (124,213) $ (21,531) Denominator: Weighted-average ordinary shares outstanding, Class A 173,157,272 138,886,157 Net loss per share attributable to common stockholders, basic and diluted, Class A $ (0.67) $ (0.16) Weighted-average ordinary shares outstanding, Class B 12,167,200 $ — Net loss per share attributable to common stockholders, basic and diluted, Class B $ (0.67) $ — |
Schedule of weighted-average outstanding common stock equivalents excluded from the computation of diluted net loss per share | The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. March 31, 2022 2021 Founders Preferred shares — 162,558 Series A‑1 convertible preferred shares — 3,654,873 Series A‑2 convertible preferred shares — 5,372,703 Series A‑3 convertible preferred shares — 2,485,296 Series A‑4 convertible preferred shares — 590,688 Series A‑5 convertible preferred shares — 2,680,236 Series A‑6 convertible preferred shares — 3,647,817 Series A‑7 convertible preferred shares — 15,139,917 Series B convertible preferred shares — 32,834,601 Series C convertible preferred shares — 20,949,454 Outstanding options 21,479,632 8,975,275 Warrants issued and outstanding 23,153,266 857,142 Restricted stock units 9,317,225 — Common stock units 1,347,848 — Performance stock units 44,715,756 — Total 100,013,727 97,350,560 | December 31, 2021 2020 Founders Preferred shares — 484,912 Series A‑1 convertible preferred shares — 10,902,511 Series A‑2 convertible preferred shares — 16,026,810 Series A‑3 convertible preferred shares — 7,413,655 Series A‑4 convertible preferred shares — 1,762,026 Series A‑5 convertible preferred shares — 7,995,163 Series A‑6 convertible preferred shares — 10,881,463 Series A‑7 convertible preferred shares — 45,162,477 Series B convertible preferred shares — 97,945,841 Series C convertible preferred shares — 62,492,365 Options issued and outstanding 17,675,097 25,417,375 Warrants issued and outstanding 23,153,267 — Restricted stock units 9,621,113 — Common stock units 1,481,065 — Performance stock units 44,715,756 — Total 96,646,298 286,484,598 |
DESCRIPTION OF BUSINESS AND B_4
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 10, 2021 | Jun. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 13, 2020 |
Shares convertible in merger | 2.98 | ||||||
Net increase in cash from business combination | $ 243,900 | $ 243,900 | |||||
Transaction costs | $ 70,200 | 70,200 | |||||
Net losses | $ (18,447) | $ (8,482) | (124,213) | $ (21,531) | |||
Accumulated deficit | (201,350) | (182,903) | (58,690) | ||||
Net cash used in operating activities | (18,225) | (6,791) | (64,909) | (19,130) | |||
Cash and cash equivalents | $ 244,488 | $ 21,562 | 264,615 | 11,055 | |||
Available-for-sale investments | $ 0 | $ 53,553 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||
Private Placement Warrants [Member] | |||||||
Exercise price | $ 11.50 | $ 11.50 | |||||
Private Placement Warrants [Member] | Northern Genesis Acquisition Corp. II | |||||||
Exercise price | $ 11.50 | ||||||
Public Warrants [Member] | |||||||
Exercise price | $ 11.50 | $ 11.50 | |||||
Public Warrants [Member] | Northern Genesis Acquisition Corp. II | |||||||
Exercise price | $ 11.50 | ||||||
Maximum | Northern Genesis Acquisition Corp. II | Series C Preferred Stock | |||||||
Business Combination Stock Issued | $ 5,000 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)DerivativeInstrument$ / sharesshares | Dec. 31, 2020USD ($) | Jan. 01, 2022USD ($) | Oct. 13, 2020$ / sharesshares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash and cash equivalents | $ 244,488 | $ 21,562 | $ 264,615 | $ 11,055 | ||
Cash equivalents | 13,400 | 22,300 | 7,600 | |||
Restricted cash | 900 | 400 | 400 | |||
Reduction Of Face Amount Of Letter Of Credit | 100 | 100 | ||||
Change in fair value of warrants | (22,156) | $ 0 | 8,206 | |||
Dividend declared or paid | 0 | 0 | ||||
Right of use asset | $ 6,099 | $ 4,400 | ||||
Short-term investments | $ 0 | $ 53,553 | ||||
Number of derivative instruments held | DerivativeInstrument | 0 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Maximum [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Right of use asset | $ 5,000 | |||||
Minimum [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Right of use asset | 4,100 | |||||
Public Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of warrants | $ 49,400 | |||||
Exercise price | $ / shares | $ 11.50 | $ 11.50 | ||||
Warrants outstanding | shares | 13,799,936 | |||||
Private Placement Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of warrants | $ 8,200 | |||||
Exercise price | $ / shares | $ 11.50 | $ 11.50 | ||||
Warrants outstanding | shares | 6,686,667 | |||||
Northern Genesis Acquisition Corp. II | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unit price | $ / shares | $ 10 | |||||
Number of shares per unit | shares | 1 | |||||
Number of warrants per unit | shares | 0.333 | |||||
Northern Genesis Acquisition Corp. II | Public Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Exercise price | $ / shares | $ 11.50 | |||||
Warrants outstanding | shares | 13,800,000 | |||||
Northern Genesis Acquisition Corp. II | Private Placement Warrants [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of shares per warrant | shares | 1 | |||||
Exercise price | $ / shares | $ 11.50 | |||||
Warrants outstanding | shares | 6,700,000 | |||||
Northern Genesis Acquisition Corp. II | Private Placement Warrants [Member] | Sponsor | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of warrants issued | shares | 6,700,000 | |||||
Price of warrant | $ / shares | $ 1.50 | |||||
Northern Genesis Acquisition Corp. II | Third party investors | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of units issued | shares | 41,400,000 | |||||
Other Operating Income (Expense) [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of warrants | $ 22,200 | $ 8,200 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of cash and cash equivalents and restricted cash and cash equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 244,488 | $ 264,615 | $ 21,562 | $ 11,055 | |
Restricted cash, short-term | 65 | 130 | 65 | 65 | |
Restricted cash, long-term | 812 | 275 | 340 | 340 | |
Cash, cash equivalents and restricted cash | $ 245,365 | $ 265,020 | $ 21,967 | $ 11,460 | $ 10,328 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Carrying value and fair value of financial instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers from Level 2 to Level 3 of the fair value | $ 15,500 | |
FPA warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,337 | |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 27,669 | |
Working Capital Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 4,700 | |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 15,714 | |
United States money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 22,349 | $ 7,586 |
United States treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 53,553 | |
Fair Value, Inputs, Level 1 [Member] | FPA warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 1,337 | |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 27,669 | |
Fair Value, Inputs, Level 1 [Member] | United States money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 22,349 | 7,586 |
Fair Value, Inputs, Level 2 [Member] | United States treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 53,553 | |
Fair Value, Inputs, Level 3 [Member] | Working Capital Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 4,700 | |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 15,714 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Software (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 5 years | 5 years |
Electric Generation, Transmission and Distribution Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | 3 years |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 7 years | 7 years |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | 3 years |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life or lease term | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 7 years | 7 years |
Software and Software Development Costs [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 4 years | 4 years |
Software and Software Development Costs [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 2 years | 2 years |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands | Nov. 10, 2021USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Acquisition [Line Items] | |||||
Net increase in cash from business combination | $ | $ 243,900 | $ 243,900 | |||
Transaction costs | $ | $ 70,200 | $ 70,200 | |||
Shares convertible in merger | 2.98 | ||||
Percentage of class B shares received by founder for class A shares held | 80 | ||||
Warrant liabilities | $ | $ 41,200 | ||||
Change in fair value of warrants | $ | $ (22,156) | $ 0 | 8,206 | ||
Private Placement Warrants [Member] | |||||
Business Acquisition [Line Items] | |||||
Change in fair value of warrants | $ | 8,200 | ||||
Warrants outstanding | 6,686,667 | ||||
Public Warrants [Member] | |||||
Business Acquisition [Line Items] | |||||
Change in fair value of warrants | $ | $ 49,400 | ||||
Warrants outstanding | 13,799,936 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares convertible in merger | 2.98 | ||||
PSU's | |||||
Business Acquisition [Line Items] | |||||
Shares convertible in merger | 2.98 | ||||
Northern Genesis Acquisition Corp. II | Private Placement Warrants [Member] | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding | 6,700,000 | ||||
Northern Genesis Acquisition Corp. II | Public Warrants [Member] | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding | 13,800,000 | ||||
Common Class A [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares convertible in merger | 2.98 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 362,832,986 | 141,216,455 | |||
Common stock, shares issued | 362,832,986 | 362,832,986 | 141,216,455 | ||
Warrants outstanding | 23,153,266 | ||||
Common Class A [Member] | Embark | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common Class A [Member] | Northern Genesis Acquisition Corp. II | |||||
Business Acquisition [Line Items] | |||||
Stock issued | $ | $ 41,400 | ||||
Number of common stock shares redeemed | 29,800,000 | ||||
Redemption price | $ / shares | $ 10 | ||||
Common Class B [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares convertible in merger | 2.98 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 87,078,781 | 0 | |||
Common stock, shares issued | 87,078,981 | 87,078,781 | 0 |
BALANCE SHEET COMPONENTS - Shor
BALANCE SHEET COMPONENTS - Short term investment (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Cost or Amortized Cost | $ 53,508 |
Unrealized Gains | 45 |
Fair value | 53,553 |
U.S government securities | |
Debt Securities, Available-for-sale [Line Items] | |
Cost or Amortized Cost | 53,508 |
Unrealized Gains | 45 |
Fair value | $ 53,553 |
BALANCE SHEET COMPONENTS - Prep
BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
BALANCE SHEET COMPONENTS | |||
Prepaid insurance | $ 6,890 | $ 7,459 | $ 138 |
Accrued interest and dividends | 201 | ||
Prepaid software | 2,224 | 2,564 | 279 |
Prepaid hardware | 30 | ||
Income tax receivable | 494 | 494 | |
Short-term deposits | 570 | 448 | 55 |
Other prepaid expenses | 1,647 | 176 | |
Other current assets | 104 | 24 | |
Prepaid expenses and other current assets | $ 12,005 | $ 12,746 | $ 1,367 |
BALANCE SHEET COMPONENTS - Prop
BALANCE SHEET COMPONENTS - Property, Equipment and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Property, equipment and software, gross | $ 14,326 | $ 12,493 | $ 8,309 | |
Less: accumulated depreciation and amortization | (3,240) | (2,856) | (1,783) | |
Total property, equipment and software, net | 11,086 | 9,637 | 6,526 | |
Depreciation and amortization expense | 383 | $ 222 | 1,074 | 822 |
Machinery and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment and software, gross | 406 | 344 | 207 | |
Electric Generation, Transmission and Distribution Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment and software, gross | 578 | 413 | 130 | |
Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment and software, gross | 6,929 | 6,268 | 4,144 | |
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment and software, gross | 278 | 258 | 119 | |
Software and Software Development Costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment and software, gross | 6,108 | 5,184 | $ 3,709 | |
Other Assets [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, equipment and software, gross | $ 27 | $ 26 |
BALANCE SHEET COMPONENTS - Othe
BALANCE SHEET COMPONENTS - Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
BALANCE SHEET COMPONENTS | |||
Intangibles assets | $ 3 | $ 4 | $ 3 |
Long-term deposits | 3,592 | 75 | |
Total Other Assets | $ 3,722 | $ 3,596 | $ 78 |
BALANCE SHEET COMPONENTS - Ac_2
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
BALANCE SHEET COMPONENTS | |||
Accrued payroll expenses | $ 3,189 | $ 823 | $ 259 |
Accrued general expenses | 1,745 | 524 | |
Accrued legal expenses | 124 | ||
Accrued consultant expenses | 380 | ||
Short-term deferred rent | (15) | 51 | |
Early Exercise liability | 26 | 11 | |
Income tax payable | 47 | 47 | |
Other | 12 | ||
Total accrued expenses and other current liabilities | $ 3,142 | $ 892 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred and Founders Preferred Stock (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2018shares | Mar. 31, 2022shares | Dec. 31, 2019shares | Aug. 31, 2019$ / sharesshares | Dec. 31, 2016shares | |
Class of Stock [Line Items] | |||||||
Total shares authorized | 4,110,000,000 | 4,110,000,000 | |||||
Preferred stock shares authorized | 10,000,000 | 260,582,311 | 10,000,000 | ||||
Preferred stock shares issued | 0 | 260,582,311 | 0 | ||||
Preferred stock shares outstanding | 0 | 260,582,311 | 0 | ||||
Proceeds from issuance of convertible preferred stock | $ | $ 116,975 | ||||||
Percentage of class B shares received by founder for class A shares held | 80 | ||||||
Percentage of class A shares received by founder for stock held in trust | 20 | ||||||
Shares convertible in merger | 2.98 | ||||||
Founder | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 0 | ||||||
Preferred stock shares issued | 0 | ||||||
Preferred stock shares outstanding | 0 | 484,912 | |||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 4,000,000,000 | 150,000,000 | 4,000,000,000 | ||||
Shares convertible in merger | 2.98 | ||||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | 0 | 100,000,000 | ||||
Shares convertible in merger | 2.98 | ||||||
Founders Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 3,355,453 | ||||||
Preferred stock shares issued | 484,912 | 1,788,375 | |||||
Preferred stock shares outstanding | 484,912 | 200,995 | |||||
Preferred stock price per share | $ / shares | $ 0 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0 | ||||||
Series A-1 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 10,902,512 | ||||||
Preferred stock shares issued | 10,902,512 | ||||||
Preferred stock shares outstanding | 10,902,512 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 375 | ||||||
Preferred stock price per share | $ / shares | $ 0.10 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.10 | ||||||
Preferred stock issuance cost | $ | $ 100 | ||||||
Series A-2 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 16,026,811 | ||||||
Preferred stock shares issued | 16,026,811 | ||||||
Preferred stock shares outstanding | 16,026,811 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 735 | ||||||
Preferred stock price per share | $ / shares | $ 0.14 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.14 | ||||||
Series A-3 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 7,413,655 | ||||||
Preferred stock shares issued | 7,413,655 | ||||||
Preferred stock shares outstanding | 7,413,655 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 425 | ||||||
Preferred stock price per share | $ / shares | $ 0.17 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.17 | ||||||
Series A-4 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 1,762,026 | ||||||
Preferred stock shares issued | 1,762,026 | ||||||
Preferred stock shares outstanding | 1,762,026 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 100 | ||||||
Preferred stock price per share | $ / shares | $ 0.17 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.17 | ||||||
Series A-5 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 7,995,163 | ||||||
Preferred stock shares issued | 7,995,163 | ||||||
Preferred stock shares outstanding | 7,995,163 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 550 | ||||||
Preferred stock price per share | $ / shares | $ 0.21 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.21 | ||||||
Series A-6 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 10,881,464 | ||||||
Preferred stock shares issued | 10,881,464 | ||||||
Preferred stock shares outstanding | 10,881,464 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 2,390 | ||||||
Preferred stock price per share | $ / shares | $ 0.66 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.66 | ||||||
Series A-7 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 45,162,478 | ||||||
Preferred stock shares issued | 45,162,478 | ||||||
Preferred stock shares outstanding | 45,162,478 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 12,399 | ||||||
Preferred stock price per share | $ / shares | $ 0.82 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.82 | ||||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 97,945,845 | ||||||
Preferred stock shares issued | 97,945,845 | 76,010 | |||||
Increased number of shares outstanding | 1,124,856 | ||||||
Preferred stock shares outstanding | 97,945,845 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 30,000 | ||||||
Preferred stock price per share | $ / shares | $ 0.91 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.93 | ||||||
Preferred stock issuance cost | $ | $ 100 | ||||||
Conversion ratio | 0.111 | ||||||
Series B Preferred Stock | Founder | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 700,000 | ||||||
Preferred stock price per share | $ / shares | $ 0.91 | ||||||
Preferred stock liquidation preference | $ / shares | $ 0.93 | ||||||
Series C Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 62,492,368 | ||||||
Preferred stock shares issued | 62,492,367 | 962,298 | 20,949,454 | ||||
Preferred stock shares outstanding | 62,492,367 | ||||||
Proceeds from issuance of convertible preferred stock | $ | $ 70,001 | ||||||
Preferred stock price per share | $ / shares | $ 3.34 | $ 3.50 | |||||
Preferred stock liquidation preference | $ / shares | $ 3.50 | ||||||
Preferred stock issuance cost | $ | $ 100 | ||||||
Series C Preferred Stock | Founder | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 1,000,000 | ||||||
Preferred stock price per share | $ / shares | $ 3.34 | ||||||
Preferred stock liquidation preference | $ / shares | $ 3.50 | ||||||
Represent the Preferred Stock including Founders Preferred Stock, shares authorized | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 263,937,775 | ||||||
Represent the Preferred stock including Founders Preferred Stock, shares issued | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 261,067,233 | ||||||
Represent the Preferred Stock including Founders Preferred Stock, shares outstanding | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares outstanding | 261,067,233 |
STOCKHOLDERS' EQUITY - Proceeds
STOCKHOLDERS' EQUITY - Proceeds from Issuance of Convertible Preferred Stock (Details) | 12 Months Ended | ||||||
Dec. 31, 2021Voteshares | Dec. 31, 2016shares | Mar. 31, 2022shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Aug. 31, 2019shares | Dec. 31, 2018shares | |
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 0 | 0 | 260,582,311 | ||||
Preferred stock shares outstanding | 0 | 0 | 260,582,311 | ||||
Founder | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 0 | ||||||
Preferred stock shares outstanding | 0 | 484,912 | |||||
Founders Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 1,788,375 | 484,912 | |||||
Repurchase of preferred Stock | 582,400 | ||||||
Preferred stock shares outstanding | 200,995 | 484,912 | |||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 97,945,845 | 76,010 | |||||
Preferred stock shares outstanding | 97,945,845 | ||||||
Preferred stock shares outstanding | 1,124,856 | ||||||
Series B Preferred Stock | Founder | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 700,000 | ||||||
Series C Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 62,492,367 | 962,298 | 20,949,454 | ||||
Preferred stock shares outstanding | 62,492,367 | ||||||
Series C Preferred Stock | Founder | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock shares issued | 1,000,000 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | 150,000,000 | ||||
Number of votes per share | Vote | 1 | ||||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 0 | ||||
Number of votes per share | Vote | 10 |
STOCKHOLDERS' EQUITY - Prefer_2
STOCKHOLDERS' EQUITY - Preferred Stock (Details) $ / shares in Units, $ in Millions | Nov. 10, 2021shares | Aug. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2016shares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares |
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | 260,582,311 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Northern Genesis Acquisition Corp. II | ||||||||
Class of Stock [Line Items] | ||||||||
Number Of Exchanged Shares Issued | 87,078,781 | |||||||
Series C Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Issued | 20,949,454 | 62,492,367 | 962,298 | |||||
Preferred stock price per share | $ / shares | $ 3.50 | $ 3.34 | ||||||
Proceeds from issuance of preferred stock | $ | $ 70 | |||||||
Founders Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Issued | 1,788,375 | 484,912 | ||||||
Preferred stock price per share | $ / shares | $ 0 | |||||||
Reverse Stock Spilt ratio | 6.00% | |||||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Issued | 76,010 | 97,945,845 | ||||||
Preferred stock price per share | $ / shares | $ 0.91 | |||||||
Reverse stock split ratio | 0.111 | |||||||
Series A-1 Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Issued | 10,902,512 | |||||||
Preferred stock price per share | $ / shares | $ 0.10 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Fair value of warrants | 41.2 | ||
FPA warrants | |||
Class of Stock [Line Items] | |||
Warrants Outstanding | $ 666,663 | ||
Exercise price | $ 11.50 | ||
Fair Value Price per Share | $ 2.01 | ||
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Outstanding | $ 6,686,667 | ||
Exercise price | $ 11.50 | $ 11.50 | |
Fair Value Price per Share | $ 2.35 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Outstanding | $ 13,799,936 | ||
Exercise price | $ 11.50 | 11.50 | |
Fair Value Price per Share | $ 2.01 | ||
Working Capital Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Outstanding | $ 2,000,000 | ||
Exercise price | $ 11.50 | $ 11.50 | |
Fair Value Price per Share | $ 2.35 | ||
Private And Working Capital Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Outstanding | $ 27,300,000 | ||
Fair value of warrants | 49.4 |
WARRANTS - Common Stock Warrant
WARRANTS - Common Stock Warrants (Details) - USD ($) $ in Millions | Nov. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Risk-free interest rate | 1.24% | ||
Expected term (in years) | 4 years 10 months 9 days | ||
Expected dividend yield | 0.00% | ||
Expected volatility | 40.00% | ||
Fair value of the warrants granted | 41,200,000 | ||
Northern Genesis Acquisition Corp. II | |||
Class of Stock [Line Items] | |||
Number Of Exchanged Shares Issued | 87,078,781 | ||
General and Administrative Expense [Member] | |||
Class of Stock [Line Items] | |||
Incremental Value Of Exchanged Shares | $ 13.6 |
STOCK-BASED COMPENSATION EXP_10
STOCK-BASED COMPENSATION EXPENSE - Stock Option Plan (Details) - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Oct. 31, 2016 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted. | 3,152,285 | 6,787,303 | ||||
Stock option issuance | 21,479,632 | 25,358,455 | 25,417,316 | 23,191,158 | ||
Stock Option Plan 2016 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercisable term (in years) | 10 years | |||||
Stock option issuance | 79,742,504 | 6,523,460 | ||||
Stock Option Plan 2016 [Member] | Board of Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted. | 33,959,633 | |||||
Common Class A [Member] | Stock Option Plan 2016 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of shares authorized | 58,713,535 | 58,713,535 | ||||
Percentage of aggregate number of shares outstanding | 5.00% | 5.00% | ||||
Common Stock [Member] | Stock Option Plan 2016 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Repurchase of preferred Stock | 8,941,878 | 993,542 |
STOCK-BASED COMPENSATION EXP_11
STOCK-BASED COMPENSATION EXPENSE - Stock Option Valuation (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.24% | |||
Expected term (in years) | 4 years 10 months 9 days | |||
Expected dividend yield | 0.00% | |||
Expected volatility | 40.00% | |||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.55% | 0.55% | 0.29% | |
Expected term (in years) | 5 years 5 months 19 days | 5 years 5 months 19 days | 5 years 7 months 28 days | |
Expected volatility | 36.88% | 36.88% | 31.29% | |
Maximum [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.10% | 1.09% | 1.63% | |
Expected term (in years) | 6 years 25 days | 6 years 25 days | 6 years 3 months 10 days | |
Expected volatility | 51.52% | 46.74% | 36.85% |
STOCK-BASED COMPENSATION EXP_12
STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 16,602 | $ 562 | $ 47,607 | $ 842 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,765 | 311 | 16,594 | 743 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 12,837 | $ 251 | 30,961 | 99 |
Sales and Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 52 | |||
Internal developed software | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 200 | $ 100 |
STOCK-BASED COMPENSATION EXP_13
STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares | |||||
Beginning balance (in shares) | 25,358,455 | 25,417,316 | 25,417,316 | 23,191,158 | |
Granted. | 3,152,285 | 6,787,303 | |||
Exercised | (3,615,572) | (1,781,794) | (1,934,106) | ||
Cancelled | (277,235) | (1,429,352) | (2,627,039) | ||
Ending balance (in shares) | 21,479,632 | 25,358,455 | 25,417,316 | 23,191,158 | |
Vested and exercisable | 15,271,274 | 17,675,057 | |||
Weighted Average Exercise Price | |||||
Beginning balance (in dollars per share) | $ 0.20 | $ 0.12 | $ 0.12 | $ 0.07 | |
Granted (in dollars per share) | 0.78 | 0.28 | |||
Exercised (in dollars per share) | 0.11 | 0.15 | 0.07 | ||
Cancelled (in dollars per share) | 0.59 | 0.21 | 0.10 | ||
Ending balance (in dollars per share) | 0.21 | 0.20 | $ 0.12 | $ 0.07 | |
Vested and exercisable (in dollars per share) | $ 0.13 | $ 0.10 | |||
Weighted Average Remaining Contractual Term | |||||
Outstanding at the end (in years) | 6 years 8 months 12 days | 6 years 10 months 24 days | 7 years 8 months 4 days | 8 years 3 months 14 days | |
Vested and exercisable (in years) | 6 years | 6 years 2 months 1 day | |||
Aggregate Intrinsic Value Outstanding at the beginning | $ 215,093 | $ 15,194 | $ 15,194 | $ 9,469 | |
Aggregate Intrinsic Value Outstanding at the beginning | 20,770 | 6,123 | 1,226 | ||
Aggregate Intrinsic Value Outstanding at the end | 121,910 | 215,093 | 15,194 | $ 9,469 | |
Vested and exercisable | 88,014 | 151,634 | |||
Intrinsic value of stock options exercised | $ 372 | $ 94 | $ 189 | $ 121 | |
Share-based Payment Arrangement, Option [Member] | |||||
Weighted Average Remaining Contractual Term | |||||
Weighted-average grant date fair value of stock options | $ 1.88 | $ 1.86 | $ 0.42 | ||
Intrinsic value of stock options exercised | $ 6,100 | $ 1,200 | |||
Fair value of awards vested | $ 2,400 | $ 1,000 |
STOCK-BASED COMPENSATION EXP_14
STOCK-BASED COMPENSATION EXPENSE - RSU, PSU and Common Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option issuance | 21,479,632 | 25,358,455 | 25,417,316 | 23,191,158 | |
RSUs forfeited | 277,235 | 1,429,352 | 2,627,039 | ||
Stock-based compensation expense | $ 16,602 | $ 562 | $ 47,607 | $ 842 | |
Common Class A [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of unvested shares | 1,347,848 | 1,481,065 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 1,481,065 | ||||
Ending balance (in shares) | 1,347,848 | 1,481,065 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | 4 years | |||
Stock-based compensation expense | $ 12,900 | $ 25,900 | |||
Unrecognized stock-based compensation expense other than options | $ 55,400 | ||||
Number of unvested shares | 9,317,225 | 9,616,774 | |||
Weighted-average remaining vesting period | 4 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 9,616,774 | ||||
RSUs granted | 9,630,307 | ||||
Forfeited | (111,572) | (9,194) | |||
Vested | (187,977) | (4,339) | |||
Ending balance (in shares) | 9,317,225 | 9,616,774 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Beginning balance (in dollars per share) | $ 8.44 | ||||
Granted (In dollars per share) | $ 8.44 | ||||
Vested (In dollars per share) | 8.36 | 9.01 | |||
Forfeited (in dollars per share) | 8.96 | 8.48 | |||
Ending balance (in dollars per share) | $ 8.43 | $ 8.44 | |||
Common Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense other than options | $ 4,200 | ||||
Number of unvested shares | 1,347,848 | 1,481,065 | |||
Weighted-average remaining vesting period | 2 years 4 months 13 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 1,481,065 | ||||
RSUs granted | 0 | 2,256,861 | |||
Forfeited | 0 | ||||
Vested | (133,217) | (775,796) | |||
Ending balance (in shares) | 1,347,848 | 1,481,065 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Beginning balance (in dollars per share) | $ 2.48 | ||||
Granted (In dollars per share) | 0 | $ 2.48 | |||
Vested (In dollars per share) | 2.48 | 2.48 | |||
Forfeited (in dollars per share) | 0 | ||||
Ending balance (in dollars per share) | $ 2.48 | $ 2.48 | |||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 10 years | ||||
Stock-based compensation expense | $ 2,600 | $ 4,500 | |||
Unrecognized stock-based compensation expense other than options | $ 83,600 | ||||
Number of unvested shares | 44,715,756 | 44,715,756 | |||
Weighted-average remaining vesting period | 8 years 8 months 26 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Beginning balance (in shares) | 44,715,756 | ||||
RSUs granted | 0 | 44,715,756 | |||
Forfeited | 0 | ||||
Vested | 0 | ||||
Ending balance (in shares) | 44,715,756 | 44,715,756 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Beginning balance (in dollars per share) | $ 1.97 | ||||
Granted (In dollars per share) | 0 | $ 1.97 | |||
Vested (In dollars per share) | 0 | ||||
Forfeited (in dollars per share) | 0 | ||||
Ending balance (in dollars per share) | $ 1.97 | $ 1.97 | |||
Share-based Payment Arrangement, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | 0.25% | |||
Share-based Payment Arrangement, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 2.78% | 0.02% | |||
Tranche 1 | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price | $ 20 | ||||
Tranche 2 | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price | 35 | ||||
Share-based Payment Arrangement, Tranche Three [Member] | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price | 50 | ||||
Tranche 4 | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price | 65 | ||||
Tranche 5 | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price | 80 | ||||
Tranche 6 | Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price | $ 100 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||||
Loss before income taxes | $ (18,447) | $ (8,482) | $ (124,213) | $ (21,531) |
Income tax provision | $ 0 | $ 0 | ||
U.S. federal tax benefit at statutory rate | 21.00% | 21.00% | ||
State income taxes, net of federal benefit | 5.41% | 7.84% | ||
Non-deductible expenses and other | (0.21%) | (0.16%) | ||
Share-based compensation | (0.33%) | (0.95%) | ||
Compensation Disallowance under 162(m) | (4.43%) | |||
Research and development credits | 0.87% | 0.79% | ||
Initial public offering costs | (0.12%) | |||
Interest on convertible note | (1.38%) | |||
Warrant expense | (1.19%) | |||
Derivative liability | (1.22%) | |||
Change in valuation allowance, net | (18.40%) | (28.52%) |
INCOME TAXES - Changes in Valua
INCOME TAXES - Changes in Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in valuation allowance | ||
Balance at beginning of period | $ (13,425) | $ (7,278) |
Charges to expenses | (25,934) | (6,147) |
Balance at ending of period | $ (39,359) | $ (13,425) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | |||
Net operating loss | $ 27,241 | $ 12,798 | |
Stock based compensation | 5,730 | ||
Other accruals | 84 | 77 | |
Fixed Assets and Intangibles | 27 | 163 | |
Capitalized Start-up Expenses | 3,939 | ||
Credit carryforwards | 3,781 | 1,426 | |
Total deferred tax assets | 40,802 | 14,464 | |
Valuation Allowance | (39,359) | (13,425) | $ (7,278) |
Total deferred tax assets after valuation allowance | 1,443 | 1,039 | |
Capitalized Software | (1,443) | (1,039) | |
Income tax provision | 0 | 0 | |
Federal | |||
Deferred tax assets: | |||
Net operating loss | 97,200 | 45,800 | |
Credit carryforwards | 3,400 | 1,200 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 93,200 | ||
State | |||
Deferred tax assets: | |||
Net operating loss | 100,000 | 47,200 | |
Credit carryforwards | $ 2,900 | $ 1,500 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Total Unrecognized Tax Position (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of year | $ 1,028 | $ 614 |
Increase related to current year tax provisions | 1,099 | 414 |
Unrecognized tax benefits, end of year | 2,127 | $ 1,028 |
Accrued interest or penalties related to uncertain tax positions | $ 0 |
CONVERTIBLE DEBT AND NOTES PA_3
CONVERTIBLE DEBT AND NOTES PAYABLE - (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2021 | Apr. 16, 2021 | Feb. 18, 2021 | Jan. 05, 2021 | Dec. 31, 2020 | May 23, 2019 | Jan. 28, 2019 | Feb. 19, 2018 | Aug. 02, 2016 | |
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 1.1 | $ 0.8 | |||||||
Financing agreement to finance the purchase of trucks | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 0.1 | $ 0.1 | $ 0.5 | $ 0.4 | $ 0.3 | $ 0.1 | |||
Interest rate | 6.99% | 7.50% | 8.25% | 8.25% | 8.25% | 12.50% | |||
Convertible promissory note | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 25 | ||||||||
Interest rate | 10.00% | ||||||||
Debt issuance costs | $ 8.1 | ||||||||
Interest expense | 8.1 | ||||||||
Mark to market expense for derivative liability | $ 4.3 | ||||||||
Convertible promissory note | Common Class A [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares converted | 3,774,951 | ||||||||
Adjustments to additional paid in capital due to conversion | $ 37.5 |
CONVERTIBLE DEBT AND NOTES PA_4
CONVERTIBLE DEBT AND NOTES PAYABLE - Future payments of principal as of December 31, 2021 (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Future payments of principal | ||
2022 | $ 313 | $ 358 |
2023 | 176 | 313 |
2024 | 111 | 182 |
2025 and thereafter | 227 | |
Total future payments | $ 998 | $ 1,080 |
COMMITMENTS AND CONTINGENCIES_8
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease rent expense | $ 1.4 | $ 1.4 |
COMMITMENTS AND CONTINGENCIES_9
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Future minimum lease payments | ||
2022 | $ 2,108 | $ 3,669 |
2023 | 1,976 | 5,194 |
2024 | 548 | 5,165 |
2025 | 563 | 3,970 |
2026 | 4,666 | |
2027 | 4,367 | |
Total undiscounted lease payments | $ 7,060 | $ 27,031 |
NET LOSS PER SHARE (Details)_2
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss | $ (18,447) | $ (8,482) | $ (124,213) | $ (21,531) |
Net loss attributable to ordinary shareholders | $ (18,447) | $ (8,482) | $ (124,213) | $ (21,531) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 452,623,022 | 47,538,331 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 452,623,022 | 47,538,331 | ||
Net loss per share attributable to common stockholders, basic | $ (0.04) | $ (0.18) | ||
Net loss per share attributable to common stockholders, diluted | $ (0.04) | (0.18) | ||
Common Class A [Member] | ||||
Denominator: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 365,544,041 | 173,157,272 | 138,886,157 | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 364,088,219 | 173,157,272 | 138,886,157 | |
Net loss per share attributable to common stockholders, basic | $ (0.04) | (0.18) | $ (0.67) | $ (0.16) |
Net loss per share attributable to common stockholders, diluted | $ (0.04) | (0.18) | $ (0.67) | $ (0.16) |
Common Class B [Member] | ||||
Denominator: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 87,078,981 | 12,167,200 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 87,078,981 | 12,167,200 | ||
Net loss per share attributable to common stockholders, basic | $ (0.04) | (0.18) | $ (0.67) | |
Net loss per share attributable to common stockholders, diluted | $ (0.04) | $ (0.18) | $ (0.67) |
NET LOSS PER SHARE - Weighted_2
NET LOSS PER SHARE - Weighted-average outstanding (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 100,013,727 | 97,350,560 | 96,646,298 | 286,484,598 |
Founders Preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 484,912 | |||
Series A-1 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 3,654,873 | 10,902,511 | |
Series A-2 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 5,372,703 | 16,026,810 | |
Series A-3 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 2,485,296 | 7,413,655 | |
Series A-4 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 590,688 | 1,762,026 | |
Series A-5 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 2,680,236 | 7,995,163 | |
Series A-6 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 3,647,817 | 10,881,463 | |
Series A-7 Convertible Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 15,139,917 | 45,162,477 | |
Series B convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 32,834,601 | 97,945,841 | |
Series C convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 0 | 20,949,454 | 62,492,365 | |
Options issued and outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 21,479,632 | 8,975,275 | 17,675,097 | 25,417,375 |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 23,153,266 | 857,142 | 23,153,267 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 9,621,113 | |||
Common stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 1,347,848 | 0 | 1,481,065 | |
Performance Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive | 44,715,756 | 0 | 44,715,756 |