Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 03, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 3, 2022 | |
Entity Registrant Name | Enovix Corporation | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 156,827,136 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001828318 | |
Current Fiscal Year End Date | --01-01 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ENVX | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39753 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3174357 | |
Entity Address, Address Line One | 3501 W Warren Avenue | |
Entity Address, City or Town | Fremont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94538 | |
City Area Code | 510 | |
Local Phone Number | 695-2350 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 03, 2022 | Jan. 02, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 408,178 | $ 385,293 |
Deferred contract costs | 4,547 | 4,554 |
Prepaid expenses and other current assets | 2,824 | 8,274 |
Total current assets | 415,549 | 398,121 |
Property and equipment, net | 83,102 | 76,613 |
Operating lease, right-of-use assets | 6,535 | 6,669 |
Other assets, non-current | 1,105 | 1,162 |
Total assets | 506,291 | 482,565 |
Current liabilities: | ||
Accounts payable | 1,535 | 3,144 |
Accrued expenses | 4,620 | 7,109 |
Accrued compensation | 4,850 | 4,101 |
Deferred revenue | 5,575 | 5,575 |
Other liabilities | 875 | 707 |
Total current liabilities | 17,455 | 20,636 |
Warrant liability | 56,460 | 124,260 |
Operating lease liabilities, non-current | 8,870 | 9,071 |
Deferred revenue, non-current | 2,290 | 2,290 |
Other liabilities, non-current | 162 | 191 |
Total liabilities | 85,237 | 156,448 |
Stockholders' equity: | ||
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 157,097,862 and 152,272,287 as of April 3, 2022 and January 2, 20220, respectively | 15 | 15 |
Preferred stock, $0.0001 par value; authorized shares of 10,000,000 and none as of April 3, 2022 and January 2, 2022; none issued and outstanding shares as of April 3, 2022 and January 2, 2022, respectively | ||
Additional paid in capital | 711,484 | 659,254 |
Accumulated deficit | (290,445) | (333,152) |
Total stockholders' equity | 421,054 | 326,117 |
Total liabilities and stockholders' equity | $ 506,291 | $ 482,565 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Apr. 03, 2022 | Jan. 02, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 156,419,718 | 152,272,287 |
Common stock, shares outstanding | 156,419,718 | 152,272,287 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Operating Expenses: | ||
Cost of revenue | $ 515 | $ 1,631 |
Research and development | 12,731 | 5,589 |
Selling, general and administrative | 11,869 | 4,161 |
Total operating expenses | 25,115 | 11,381 |
Loss from operations | (25,115) | (11,381) |
Other income (expense): | ||
Changes in fair value of convertible preferred stock warrants and common stock warrants | 67,800 | (4,781) |
Other income (expense), net | 22 | (3) |
Total other income (expense), net | 67,822 | (4,784) |
Net income (loss) | $ 42,707 | $ (16,165) |
Net income (loss) per share, basic | $ 0.28 | $ (0.17) |
Weighted average number of common shares outstanding, basic | 151,648,439 | 95,816,889 |
Net loss per share, diluted | $ (0.16) | $ (0.17) |
Weighted average number of common shares outstanding, diluted | 153,338,462 | 95,816,889 |
Condensed Statement of Sharehol
Condensed Statement of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Common Stock [Member] | Common Stock [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Additional Paid in Capital [Member] | Additional Paid in Capital [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] |
Beginning balance at Dec. 31, 2020 | $ 36,216 | $ 10 | $ 243,484 | $ (207,278) | ||||
Beginning balance, Shares at Dec. 31, 2020 | 100,016,559 | |||||||
Issuance of common stock upon exercise of stock options Value | $ 30 | $ 30 | ||||||
Issuance of common stock upon exercise of stock options Shares | 2,112,373 | |||||||
Vesting of early exercised stock options | 24 | 24 | ||||||
Repurchase of unvested restricted common stock, Shares | (87,768) | |||||||
Issuance of Series D convertible preferred stock upon exercise of warrants | 20,877 | 20,877 | ||||||
Issuance of Series D convertible preferred stock upon exercise of warrants Shares | 2,020,034 | |||||||
Stock-based compensation | 1,555 | 1,555 | ||||||
Net income (loss) | (16,165) | $ (16,165) | ||||||
Ending balance at Mar. 31, 2021 | 42,537 | $ 10 | 265,970 | (223,443) | ||||
Ending balance, Shares at Mar. 31, 2021 | 104,061,198 | |||||||
Beginning balance at Jan. 02, 2022 | $ 326,117 | $ 15 | 659,254 | (333,152) | ||||
Beginning balance, Shares at Jan. 02, 2022 | 152,272,287 | 152,272,287 | ||||||
Issuance of common stock upon exercise of stock options Value | $ 200 | 200 | ||||||
Issuance of common stock upon exercise of stock options Shares | 91,910 | 91,910 | ||||||
Issuance of common stock upon exercise of common stock warrants | $ 47,452 | 47,452 | ||||||
Issuance of common stock upon exercise of common stock warrants, Shares | 4,126,466 | |||||||
Vesting of early exercised stock options | 42 | 42 | ||||||
Vesting of restricted stock units | 34,941 | |||||||
Repurchase of unvested restricted common stock, Shares | (105,886) | |||||||
Stock-based compensation | 4,536 | 4,536 | ||||||
Net income (loss) | 42,707 | 42,707 | ||||||
Ending balance at Apr. 03, 2022 | $ 421,054 | $ 15 | $ 711,484 | $ (290,445) | ||||
Ending balance, Shares at Apr. 03, 2022 | 156,419,718 | 156,419,718 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 42,707 | $ (16,165) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 314 | 141 |
Amortization of right-of-use assets | 134 | 0 |
Stock-based compensation expense | 5,238 | 1,555 |
Changes in fair value of convertible preferred stock warrants and common stock warrants | (67,800) | 4,781 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (51) | 1,039 |
Deferred contract costs | 8 | (816) |
Accounts payable | (959) | 1,172 |
Accrued expenses and compensation | 555 | 1,260 |
Other liabilities | 165 | (1,577) |
Net cash used in operating activities | (19,689) | (8,610) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (10,451) | (7,141) |
Net cash used in investing activities | (10,451) | (7,141) |
Cash flows from financing activities: | ||
Payments of transaction costs related to Business Combination and PIPE financing | 0 | (332) |
Proceeds from exercise of common stock warrants, net | 52,828 | 0 |
Proceeds from exercise of convertible preferred stock warrants | 102 | |
Proceeds from the exercise of stock options | 200 | 159 |
Repurchase of unvested restricted common stock | (3) | (5) |
Net cash provided by (used in) financing activities | 53,025 | (76) |
Change in cash, cash equivalents, and restricted cash | 22,885 | (15,827) |
Cash and cash equivalents and restricted cash, beginning of period | 385,418 | 29,218 |
Cash and cash equivalents, and restricted cash, end of period | 408,303 | 13,391 |
Supplemental cash flow data (Non-cash): | ||
Purchase of property and equipment included in liabilities | 1,510 | 1,690 |
Accrued transaction costs | $ 0 | $ 3,579 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 03, 2022 | Mar. 31, 2021 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 408,178 | $ 13,266 |
Restricted cash included in prepaid expenses and other current assets | 125 | 125 |
Total cash, cash equivalents, and restricted cash | $ 408,303 | $ 13,391 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Apr. 03, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization Enovix Corporation (“Enovix” or the “Company”) was incorporated in Delaware in 2006. The Company designs, develops, and manufactures an advanced silicon-anode lithium-ion battery using proprietary 3D cell architecture that increases energy density and maintains a high cycle life. The Company is headquartered in Fremont, California. The Company is focused on the development and commercialization of its silicon-anode lithium-ion batteries. Planned principal operations of commercial manufacturing have not yet commenced. As of April 3, 2022, the Company has not generated product revenue from its planned principal business activities. Business Combination On July 14, 2021 (the “Closing Date”), Enovix Corporation, a Delaware Corporation (“Legacy Enovix”), Rodgers Silicon Valley Acquisition Corp. (“RSVAC”), and RSVAC Merger Sub Inc., a Delaware Corporation and wholly owned subsidiary of RSVAC (“Merger Sub”), consummated the closing of the transactions contemplated by the Agreement and Plan of Merger, dated February 22, 2021 (the “Business Combination”), by and among RSVAC, Merger Sub and Legacy Enovix (the “Merger Agreement”), following the approval at a special meeting of the stockholders of RSVAC held on July 12, 2021 (the “Special Meeting”). Following the consummation of the Business Combination on the Closing Date, Legacy Enovix changed its name to Enovix Operations Inc., and RSVAC changed its name from Rodgers Silicon Valley Acquisition Corp. to Enovix Corporation. Please refer to Note 3 “Business Combination” to the consolidated financial statements for the year ended January 2, 2022 included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2022 (the “Annual Report”) for further details of the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 03, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and the Business Combination from the Closing Date. All intercompany balances and transactions have been eliminated in consolidation. The Business Combination has been accounted for as a reverse recapitalization under GAAP. This determination is primarily based on Legacy Enovix stockholders comprising a relative majority of the voting power of Enovix and having the ability to nominate the members of the Board, Legacy Enovix’s operations prior to the acquisition comprising the only ongoing operations of Enovix, and Legacy Enovix’s senior management comprising a majority of the senior management of Enovix. Under this accounting method, RSVAC was treated as the “acquired” company and Legacy Enovix was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Enovix represent a continuation of the financial statements of Legacy Enovix with the Business Combination being treated as the equivalent of Enovix issuing common stock for the net assets of RSVAC, accompanied by a recapitalization. The net liabilities of RSVAC, other than its warrant liabilities, were stated at historical cost, which approximates to its fair values. Its warrant liabilities were stated at its fair values and no goodwill or other intangible assets were recorded. Results of operations prior to the Business Combination are presented as those of Enovix. Beginning in the third quarter of 2021, historical shares and corresponding capital amounts, as well as for net loss per share, prior to the Business Combination, have been retrospectively adjusted using the exchange ratio as defined in the Business Combination for the equivalent number of shares outstanding immediately after the Business Combination to the effect the reverse recapitalization. The Company did not have any other comprehensive income or loss for the periods presented. Accordingly, net income (loss) and comprehensive income (loss) are the same for the periods presented. Addi tionally, the Company did not have any income tax expenses for the periods presented. Liquidity and Capital Resources The Company has incurred recurring operating losses and negative cash flows from operations since its inception through April 3, 2022 and expects to incur operating losses for the foreseeable future. As of April 3, 2022, the Company had a working capital of $ 398.1 million and an accumulated deficit of $ 290.4 million . In connection with the Business Combination in July 2021, the Company raised approximately $ 373.7 million of net proceeds, after deducting transaction costs and estimated offering related expenses. Please refer to Note 3 “Business Combination” of the notes to the consolidated financial statements for the year ended January 2, 2022 included in the Annual Report for more information. In December 2021, the Company received $ 77.2 million of gross proceeds from the exercises of the Public Warrants (as defined under the heading “Common Stock Warrants” in Note 7 “Warrants”), which were being traded in the Nasdaq Global Select Market (“Nasdaq”). In January 2022, the Company received $ 52.8 million of net proceeds from the exercise of the Public Warrants. The Company plans to use the proceeds from the exercises of the Public Warrants for general corporate purposes. Based on the anticipated spending, cash received from the Business Combination and timing of expenditures, the Company currently expects that its cash will be sufficient to meet its funding requirements over the next twelve months. Going forward, the Company may require additional financing for its future operation expansion. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Unaudited Interim Condensed Consolidated Financial Statements The condensed consolidated balance sheet as of April 3, 2022, the condensed consolidated statements of operations, condensed consolidated statements of changes in shareholders’ equity for the quarters ended April 3, 2022 and March 31, 2021, and the condensed consolidated statements of cash flows for the quarters ended April 3, 2022 and March 31, 2021 are unaudited. These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ equity and cash flows for the periods presented above. The results of operations for the quarter ended April 3, 2022 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The condensed consolidated balance sheet as of January 2, 2022 included herein was derived from the audited consolidated financial statements as of that date. The accompanying condensed consolidated financial statements and related notes included in the Annual Report. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value convertible preferred stock warrants and common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of our condensed consolidated financial statements, the Company has considered potential impacts of the COVID-19 pandemic on its critical and significant accounting estimates. There was no significant impact to its condensed consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its condensed consolidated financial statements. Summary of Significant Accounting Policies With the exception of the change for the accounting of credit losses as a result of the adoption of Accounting Standards Update (“ASU”), 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), there have been no new or material changes to the significant accounting policies disclosed in Note 2 “Summary of Significant Accounting Policies,” of the notes to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report. Credit Losses The Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the fair value hierarchy. The Company’s investment portfolio at any point in time contains investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities and money market funds, and are classified as available-for-sale. The Company assesses whether its available-for sale investments are impaired at each reporting period. Unrealized losses or impairments resulting from the fair value of the available-for-sale debt security being below the amortized cost basis are evaluated for identification of credit losses and non-credit related losses. Any credit losses are charged to earnings against the allowance for credit losses of the debt security, limited to the difference between the fair value and the amortized cost basis of the debt security. Any difference between the fair value of the debt security and the amortized cost basis, less the allowance for credit losses, are reported in other comprehensive income (loss). Expected cash inflows due to improvements in credit are recognized through a reversal of the allowance for credit losses subject to the total allowance previously recognized. The Company’s expected loss allowance methodology for the debt securities is developed by reviewing the extent of the unrealized loss, the size, term, geographical location, and industry of the issuer, the issuers’ credit ratings and any changes in those ratings, as well as reviewing current and future economic market conditions and the issuers’ current status and financial condition. The Company considered the current and expected future economic and market conditions and determined that the estimate of credit losses was not significantly impacted. As of April 3, 2022 , the Company has no t recognized an allowance for expected credit losses related to available-for-sale investments as the Company did not have available-for-sale investments for the quarter. Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC’s can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Other than the adoption of Accounting Standards Codification (“ASC”) 842, Leases, as discussed below, 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. Recently Adopted Accounting Pronouncements Effective January 3, 2022, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changed the impairment model for most financial assets and certain other instruments. The Company adopted ASU 2016-13 using a modified retrospective transition method, which required a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption of this ASU 2016-13 did not have a material impact on its condensed consolidated financial statements. See “Credit Losses” above for a description of the Company’s credit losses accounting policy. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 03, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurement The fair value of the Company’s financial assets and liabilities are determined in accordance with the fair value hierarchy established in ASC 820, Fair Value Measurements, issued by the Financial Accounting Standards Board. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1: Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date. Level 2: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our financial instruments consist primarily of cash and cash equivalents, accounts payable and the warrant liabilities. Cash and cash equivalents are reported at their respective fair values on our condensed consolidated balance sheets. The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement , as of April 3, 2022 and January 2, 2022 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of April 3, 2022 Liabilities: Private Placement Warrants $ — $ — $ 56,460 $ 56,460 As of January 2, 2022 Liabilities: Private Placement Warrants $ — $ — $ 124,260 $ 124,260 The Company’s liabilities are measured at fair value on a non-recurring basis, including 6,000,000 warrants that were assumed from the Business Combination and were held by Rodgers Capital, LLC (the “Sponsor”) and certain of its members (the “Private Placement Warrants”). The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. As of April 3, 2022 , the fair value of the Private Placement Warrants was $ 9.41 per share with an exercise price of $ 11.50 . The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows (in thousands): Private Placement Warrants Fair value as of January 2, 2022 $ 124,260 Change in fair value ( 67,800 ) Fair value as of April 3, 2022 $ 56,460 Convertible Fair value as of December 31, 2020 $ 15,995 Settlements ( 20,776 ) Change in fair value 4,781 Fair value as of March 31, 2021 $ — The following table summarizes the key assumptions used for determining the fair value of convertible preferred stock warrants and common stock warrants. Private Placement Warrants outstanding as of April 3, 2022 Private Placement Warrants outstanding as of January 2, 2022 Convertible Expected term (in years) 4.3 4.5 2.5 - 4.1 Expected volatility 75.0 % 77.5 % 75.0 % Risk-free interest rate 2.8 % 1.2 % 0.2 % - 0.4 % Expected dividend rate 0.0 % 0.0 % 0.0 % |
Property and Equipment
Property and Equipment | 3 Months Ended |
Apr. 03, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Property and equipment as of April 3, 2022 and January 2, 2022, consisted of the following (in thousands): April 3, 2022 January 2, 2022 Process equipment $ 6,636 $ 6,636 Office equipment 917 918 Furniture and fixtures 678 639 Leasehold improvements 1,878 1,878 Construction in progress 77,899 71,133 Total property and equipment 88,008 81,204 Less: Accumulated depreciation ( 4,906 ) ( 4,591 ) Property and equipment, net $ 83,102 $ 76,613 Depreciation and amortization expenses related to property and equipment for the quarters ended April 3, 2022 and March 31, 2021 were $ 0.3 million and $ 0.1 million , respectively. |
Leases
Leases | 3 Months Ended |
Apr. 03, 2022 | |
Leases [Abstract] | |
Leases | Note 5. Leases The Company leases its headquarters, engineering and manufacturing space in Fremont, California under a single non-cancelable operating lease, right of use asset with an expiration date of August 31, 2030 . In March 2021, the Company entered into a new agreement to lease office space in Fremont, California under a noncancelable operating lease that expires in April 2026 with an option to extend for five years . The components of lease costs were as follows (in thousands): For the Quarters Ended April 3, 2022 March 31, 2021 Operating lease cost $ 420 $ 292 Supplemental lease information: As of Operating leases April 3, 2022 March 31, 2021 Weighted-average remaining lease term 8.4 years 9.3 years Weighted-average discount rate 6.8 % 6.8 % Supplemental cash flow information related to leases are as follows (in thousands): For the Quarters Ended April 3, 2022 March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 336 $ 312 Lease liabilities arising from obtaining ROU assets: Operating leases — 8,763 Maturities of Lease Liabilities The following is a schedule of maturities of lease liabilities as of April 3, 2022 (in thousands). Operating lease 2022 (remaining nine months) $ 1,029 2023 1,406 2024 1,449 2025 1,492 2026 1,491 Thereafter 5,774 Total 12,641 Less: imputed interest ( 3,220 ) Present value of lease liabilities $ 9,421 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 03, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Purchase Commitments As of April 3, 2022 and January 2, 2022, the Company’s commitments included an estimated amount of approximately $ 11.5 million and $ 17.4 million, respectively, relating to the Company’s open purchase orders and contractual obligations that occurred in the ordinary course of business, including commitments with contract manufacturers and suppliers for which the Company has not received the goods or services, commitments for capital expenditures and construction-related activities for which the Company has not received the services. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on its business needs prior to the delivery of goods or performance of services. For lease obligations, please refer to Note 5 “Leases” for more details. Litigation Michael Costello v. Rodgers Silicon Valley Acquisition Corp., et al., 21-CV-01536, Superior Court of California, San Mateo County On March 22, 2021, Michael Costello filed a complaint in the Superior Court of California, San Mateo County, against RSVAC and RSVAC’s board of directors. The plaintiff alleged, among other things, that the RSVAC directors breached their fiduciary duties in connection with the terms of a proposed transaction, and that the disclosures in RSVAC’s registration statement regarding the proposed transaction were materially deficient. The plaintiff sought, among other things, unspecified monetary damages, attorney’s fees and costs and injunctive relief, including enjoining the Business Combination. The case was voluntarily dismissed on August 24, 2021. Derek Boxhorn v. Rodgers Silicon Valley Acquisition Corp., et al., 1:21-cv-02900 (SDNY) On April 5, 2021, Derek Boxhorn filed a complaint in the United States District Court for the Southern District of New York against RSVAC and RSVAC’s board of directors. The plaintiff alleged, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and that the individual defendants breached their fiduciary duties, in connection with the terms of the Business Combination, and that RSVAC’s registration statement contained materially incomplete and misleading information regarding the Business Combination. The plaintiff sought, among other things, unspecified monetary damages, attorney’s fees and costs and injunctive relief, including enjoining the Business Combination. The case was voluntarily dismissed on October 19, 2021. After the dismissal and on December 3, 2021, the plaintiff filed a motion for attorneys’ fees and costs, which is pending before the court. Sopheap Prak et al. v. Enovix Corporation et al., 22CV005846, Superior Court of California, Alameda County On January 21, 2022, two former machine operator employees filed a putative wage and hour class action lawsuit against Enovix and co-defendant Legendary Staffing, Inc. in the Superior Court of California, County of Alameda. The case is captioned Sopheak Prak & Ricardo Pimentel v Enovix Corporation and Legendary Staffing, Inc. , 22CV005846. The Prak complaint alleges, among other things, on a putative class-wide basis, that the defendants failed to pay all overtime wages and committed meal period, rest period and wage statement violations under the California Labor Code and applicable Wage Orders. The plaintiffs are seeking unpaid wages, statutory penalties and interest and reasonable costs and attorney fees. From time to time, the Company may become, involved in various legal proceedings arising in the ordinary course of its business. The Company is not currently a party to any other potentially material legal proceedings, and the Company is not aware of any pending or threatened legal proceeding against the Company that the Company believes could have a material adverse effect on the Company’s business, operating results or financial condition. Guarantees and Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its officers and directors for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. There have been no claims to date and the Company has director and officer insurance that may enable the Company to recover a portion of any amounts paid for future potential claims. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities relating to these obligations for the period presented. |
Warrants
Warrants | 3 Months Ended |
Apr. 03, 2022 | |
Stockholders' Equity Note [Abstract] | |
Warrants | Note 7. Warrants Legacy Enovix Series D Convertible Preferred Stock Warrants On February 22, 2021, in a transaction separate from the Merger Agreement, the then outstanding Legacy Enovix Series D convertible preferred stock warrants were exercised at $ 0.01 per share, resulting in the issuance of 10,160,936 shares of Legacy Enovix Series D convertible preferred stock to the holders of such warrants, for a total of $ 0.1 million. As of April 3, 2022 and January 2, 2022 , there were no convertible preferred stock warrants outstanding. Common Stock Warrants In connection with the Business Combination in July 2021, the Company assumed 17,500,000 Common Stock Warrants outstanding, which consisted of 11,500,000 warrants held by third-party investors (the “Public Warrants”) and 6,000,000 Private Placement Warrants. The Public Warrants met the criteria for equity classification and the Private Placement Warrants are classified as liability. Public Warrants On December 7, 2021, the Company delivered the notice of redemption to the holders of the outstanding Public Warrants to redeem all of its outstanding Public Warrants. The holders of the Public Warrants had until January 7, 2022 to exercise their Public Warrants. Any pubic warrants that remained unexercised after 5:00 pm, New York City Time, on January 7, 2022 were voided and were no longer exercisable, and the holders of the Public Warrants would be entitled to receive $ 0.01 per warrant. As of January 2, 2022 , the Company had 4,322,106 Public Warrants outstanding. During the period from January 3, 2022 through January 7, 2022, there were 4,126,466 shares of the Public Warrants exercised with gross proceeds of $ 47.5 million. As of January 7, 2022 after 5:00 pm New York City time, there were 195,640 warrant remained unexercised, which were voided and were no longer exercisable. Pursuant to the warrant agreement, the holders of the Public Warrants were entitled to receive $ 0.01 per warrant from the Company. In addition, the Public Warrants were delisted and were no longer available for trading in the Nasdaq on January 7, 2022 after close of market. On January 19, 2022, the Company received net proceeds of $ 52.8 million from the warrant exercises, including the $ 5.3 million of other receivable included in Prepaids and other current assets on the Consolidated Balance Sheet as of January 2, 2022. As of April 3, 2022, there were no Public Warrants outstanding. Private Placement Warrant The 6,000,000 Private Placement Warrants were originally issued in a private placement to the initial stockholder of the Sponsor in connection with the initial public offering of RSVAC. Each whole Private Placement Warrant will become exercisable for one whole share of the Company’s common stock at a price of $ 11.50 per share on December 5, 2021. As of April 3, 2022 , the Company had 6,000,000 Private Placement Warrants outstanding. See Note 3 “Fair Value Measurement” for more information. |
Net Earnings (Loss) per Share
Net Earnings (Loss) per Share | 3 Months Ended |
Apr. 03, 2022 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) per Share | Note 8. Net Earnings (Loss) per Share The Company computes net earnings per share (“EPS”) of common stock using the two-class method. Basic EPS is computed using net income (loss) divided by the weighted-average number of common stock shares outstanding. Diluted EPS is computed using net income (loss) with an adjustment of changes in fair value of the Private Placement Warrants recorded in earnings divided by the total of weighted-average number of common stock shares outstanding and any dilutive potential common stock shares outstanding. Dilutive potential common stock shares included the assumed stock options exercises, vesting and issuance activities of restricted stock units and estimated common stock issuance under the employee stock purchase plan. As the Company reported net loss for the quarter ended March 31, 2021, all of these potentially dilutive securities were anti-dilutive. Accordingly, the diluted net loss per share of common stock was the same as basic net loss per share of common stock. In connection with the Business Combination, shares of the Company’s common stock and all potentially dilutive securities for the prior periods were retroactively adjusted based on the exchange ratio established in the Business Combination. Please refer to Note 3 “Business Combination” to the consolidated financial statements for the year ended January 2, 2022 included in the Annual Report. The following table sets forth the computation of the Company’s basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount): For the Quarters Ended April 3, 2022 March 31, 2021 Numerator: Net income (loss) attributable to common stockholders - basic $ 42,707 $ ( 16,165 ) Increase in fair value of Private Placement Warrants ( 67,800 ) — Net loss attributable to common stockholders - Diluted $ ( 25,093 ) $ ( 16,165 ) Denominator: Weighted-average shares outstanding used in computing net income (loss) per share of common stock, basic 151,648,439 95,816,889 Dilutive effect of Private Placement Warrants 1,690,023 — Weighted-average shares outstanding used in computing net loss per share of common stock, diluted 153,338,462 95,816,889 Net income (loss) per share of common stock: Basic $ 0.28 $ ( 0.17 ) Diluted $ ( 0.16 ) $ ( 0.17 ) The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they are anti-dilutive for the quarters ended April 3, 2022 and March 31, 2021 . As the Company reported net loss for the quarter ended March 31, 2021, all of these potentially dilutive securities were anti-dilutive. April 3, March 31, Stock options outstanding 5,536,905 730,176 Restricted stock units outstanding 917,079 — Employee stock purchase plan estimated shares 78,198 — |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Apr. 03, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 9. Stock-based Compensation The Company issues stock-based compensation to employees and non-employees in the form of stock options and restricted stock units (“RSUs”). Additionally, the Company also offers employee stock purchase plan (“ESPP”) to its eligible employees. The Company uses Black-Scholes option pricing model to value its stock options granted and the estimated shares to be purchased under the ESPP. For RSUs, the Company uses its common stock price, which is the last reported sales price on the grant date to value them. The Company records forfeitures as they occur. The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the condensed consolidated statements of operations for the periods presented below (in thousands). For the Quarters Ended April 3, 2022 March 31, 2021 Cost of revenue $ — $ 274 Research and development 2,512 959 Selling, general and administrative 2,726 185 Total stock-based compensation expense $ 5,238 $ 1,418 For the quarter ended April 3, 2022 , the Company capitalized $ 0.3 million of stock-based compensation as property and equipment, net in the condensed consolidated balance sheet. There was no recognized tax benefit related to stock-based compensation expense for the quarters ended April 3, 2022 and March 31, 2021. In addition, the Company accrued $ 1.0 million of bonus to be settled in equity awards as accrued compensation on the Condensed Consolidated Balance Sheet as of April 3, 2022. As of April 3, 2022, there was approximately $ 50.6 million of total unrecognized stock-based compensation expense related to unvested equity awards, which are expected to be recognized over a weighted-average period of 3.6 years. Stock Option Activity The following table summarized stock option activities for the quarter ended April 3, 2022 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate (1) (2) Balances as of January 3, 2022 5,753,005 $ 8.88 Granted 31,190 15.47 Exercised ( 91,910 ) 2.17 $ 1,249 Forfeited ( 155,380 ) 8.20 Balances as of April 3, 2022 5,536,905 $ 9.05 9.0 $ 32,364 Vested and expected to vest at April 3, 2022 9,839,447 $ 5.12 8.8 $ 95,515 Vested and exercisable at April 3, 2022 914,342 $ 6.60 8.3 $ 7,466 Unvested and exercisable at April 3, 2022 4,217,643 $ 8.84 9.0 $ 24,899 (1) The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of April 3, 2022 represents the value of the Company’s closing stock price at $ 14.74 on April 1, 2022 in excess of the exercise price multiplied by the number of options outstanding. Unvested early exercised stock options which are subject to repurchase by the Company are not considered participating securities as those shares do not have non-forfeitable rights to dividends or dividend equivalents. Unvested early exercised stock options are not considered outstanding for purposes of the weighted average outstanding share calculation until they vest. As of April 3, 2022 , 4,302,542 shares remained subject to the Company’s right of repurchase as a result of early exercised stock options. The remaining liability related to early exercised shares as of April 3, 2022 was $ 0.3 million and was recorded in other current and non-current liabilities in the condensed consolidated balance sheets. Restricted Stock Unit Activity The Company generally grants RSUs with requisite service vesting condition. Each RSU is not considered issued and outstanding and does not have voting rights until it is converted into one share of the Company’s common stock upon vesting. The following table summarized RSUs activities for the quarter ended April 3, 2022 (in thousands, except share and per share amount). Number of Weighted Average Non-vested RSUs Balances as of January 2, 2022 535,449 $ 23.38 Granted 446,075 17.55 Vested ( 33,761 ) 20.84 Forfeited ( 30,684 ) 26.27 Non-vested RSUs outstanding as of April 3, 2022 917,079 $ 20.54 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 03, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Founder Shares On September 24, 2020, RSVAC issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) to the Sponsor, Rodgers Capital LLC, for an aggregate purchase price of $ 25,000 in cash. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $ 14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On September 8, 2021, the Sponsor made an in-kind distribution of a portion of its Founder Shares to certain members of Rodgers Capital LLC. Related Party Loans On May 24, 2021, the Company issued to a member of the board of directors a secured promissory note (the “Secured Promissory Note”) with an aggregate principal balance of $ 15.0 million and an interest at a rate of 7.5 % per annum, payable monthly and on the maturity date. On July 14, 2021, the Company repaid all amounts outstanding under the Secured Promissory Note, which totaled $ 15.2 million in principal and interest. In the connection with the note repayment, the Company incurred $ 0.1 million of loss on early debt extinguishment related to the write-off of unamortized debt issuance costs in the third quarter of 2021. The Company paid $ 0.2 million of interest for the fiscal year ended January 2, 2022. As of April 3, 2022 and January 2, 2022, the Company had no outstanding debt. Employment Relationship The Company employs a family member of the Company’s Chief Executive Officer as an equipment engineer in Fremont. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 03, 2022 | |
Accounting Policies [Abstract] | |
Business Combination | Business Combination On July 14, 2021 (the “Closing Date”), Enovix Corporation, a Delaware Corporation (“Legacy Enovix”), Rodgers Silicon Valley Acquisition Corp. (“RSVAC”), and RSVAC Merger Sub Inc., a Delaware Corporation and wholly owned subsidiary of RSVAC (“Merger Sub”), consummated the closing of the transactions contemplated by the Agreement and Plan of Merger, dated February 22, 2021 (the “Business Combination”), by and among RSVAC, Merger Sub and Legacy Enovix (the “Merger Agreement”), following the approval at a special meeting of the stockholders of RSVAC held on July 12, 2021 (the “Special Meeting”). Following the consummation of the Business Combination on the Closing Date, Legacy Enovix changed its name to Enovix Operations Inc., and RSVAC changed its name from Rodgers Silicon Valley Acquisition Corp. to Enovix Corporation. Please refer to Note 3 “Business Combination” to the consolidated financial statements for the year ended January 2, 2022 included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2022 (the “Annual Report”) for further details of the Business Combination. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and the Business Combination from the Closing Date. All intercompany balances and transactions have been eliminated in consolidation. The Business Combination has been accounted for as a reverse recapitalization under GAAP. This determination is primarily based on Legacy Enovix stockholders comprising a relative majority of the voting power of Enovix and having the ability to nominate the members of the Board, Legacy Enovix’s operations prior to the acquisition comprising the only ongoing operations of Enovix, and Legacy Enovix’s senior management comprising a majority of the senior management of Enovix. Under this accounting method, RSVAC was treated as the “acquired” company and Legacy Enovix was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Enovix represent a continuation of the financial statements of Legacy Enovix with the Business Combination being treated as the equivalent of Enovix issuing common stock for the net assets of RSVAC, accompanied by a recapitalization. The net liabilities of RSVAC, other than its warrant liabilities, were stated at historical cost, which approximates to its fair values. Its warrant liabilities were stated at its fair values and no goodwill or other intangible assets were recorded. Results of operations prior to the Business Combination are presented as those of Enovix. Beginning in the third quarter of 2021, historical shares and corresponding capital amounts, as well as for net loss per share, prior to the Business Combination, have been retrospectively adjusted using the exchange ratio as defined in the Business Combination for the equivalent number of shares outstanding immediately after the Business Combination to the effect the reverse recapitalization. The Company did not have any other comprehensive income or loss for the periods presented. Accordingly, net income (loss) and comprehensive income (loss) are the same for the periods presented. Addi tionally, the Company did not have any income tax expenses for the periods presented. |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has incurred recurring operating losses and negative cash flows from operations since its inception through April 3, 2022 and expects to incur operating losses for the foreseeable future. As of April 3, 2022, the Company had a working capital of $ 398.1 million and an accumulated deficit of $ 290.4 million . In connection with the Business Combination in July 2021, the Company raised approximately $ 373.7 million of net proceeds, after deducting transaction costs and estimated offering related expenses. Please refer to Note 3 “Business Combination” of the notes to the consolidated financial statements for the year ended January 2, 2022 included in the Annual Report for more information. In December 2021, the Company received $ 77.2 million of gross proceeds from the exercises of the Public Warrants (as defined under the heading “Common Stock Warrants” in Note 7 “Warrants”), which were being traded in the Nasdaq Global Select Market (“Nasdaq”). In January 2022, the Company received $ 52.8 million of net proceeds from the exercise of the Public Warrants. The Company plans to use the proceeds from the exercises of the Public Warrants for general corporate purposes. Based on the anticipated spending, cash received from the Business Combination and timing of expenditures, the Company currently expects that its cash will be sufficient to meet its funding requirements over the next twelve months. Going forward, the Company may require additional financing for its future operation expansion. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The condensed consolidated balance sheet as of April 3, 2022, the condensed consolidated statements of operations, condensed consolidated statements of changes in shareholders’ equity for the quarters ended April 3, 2022 and March 31, 2021, and the condensed consolidated statements of cash flows for the quarters ended April 3, 2022 and March 31, 2021 are unaudited. These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ equity and cash flows for the periods presented above. The results of operations for the quarter ended April 3, 2022 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The condensed consolidated balance sheet as of January 2, 2022 included herein was derived from the audited consolidated financial statements as of that date. The accompanying condensed consolidated financial statements and related notes included in the Annual Report. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value convertible preferred stock warrants and common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of our condensed consolidated financial statements, the Company has considered potential impacts of the COVID-19 pandemic on its critical and significant accounting estimates. There was no significant impact to its condensed consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its condensed consolidated financial statements. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies With the exception of the change for the accounting of credit losses as a result of the adoption of Accounting Standards Update (“ASU”), 2016-13, Financial Instruments - Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), there have been no new or material changes to the significant accounting policies disclosed in Note 2 “Summary of Significant Accounting Policies,” of the notes to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report. Credit Losses The Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the fair value hierarchy. The Company’s investment portfolio at any point in time contains investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities and money market funds, and are classified as available-for-sale. The Company assesses whether its available-for sale investments are impaired at each reporting period. Unrealized losses or impairments resulting from the fair value of the available-for-sale debt security being below the amortized cost basis are evaluated for identification of credit losses and non-credit related losses. Any credit losses are charged to earnings against the allowance for credit losses of the debt security, limited to the difference between the fair value and the amortized cost basis of the debt security. Any difference between the fair value of the debt security and the amortized cost basis, less the allowance for credit losses, are reported in other comprehensive income (loss). Expected cash inflows due to improvements in credit are recognized through a reversal of the allowance for credit losses subject to the total allowance previously recognized. The Company’s expected loss allowance methodology for the debt securities is developed by reviewing the extent of the unrealized loss, the size, term, geographical location, and industry of the issuer, the issuers’ credit ratings and any changes in those ratings, as well as reviewing current and future economic market conditions and the issuers’ current status and financial condition. The Company considered the current and expected future economic and market conditions and determined that the estimate of credit losses was not significantly impacted. As of April 3, 2022 , the Company has no t recognized an allowance for expected credit losses related to available-for-sale investments as the Company did not have available-for-sale investments for the quarter. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC’s can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Other than the adoption of Accounting Standards Codification (“ASC”) 842, Leases, as discussed below, 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 3, 2022, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changed the impairment model for most financial assets and certain other instruments. The Company adopted ASU 2016-13 using a modified retrospective transition method, which required a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption of this ASU 2016-13 did not have a material impact on its condensed consolidated financial statements. See “Credit Losses” above for a description of the Company’s credit losses accounting policy. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement , as of April 3, 2022 and January 2, 2022 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of April 3, 2022 Liabilities: Private Placement Warrants $ — $ — $ 56,460 $ 56,460 As of January 2, 2022 Liabilities: Private Placement Warrants $ — $ — $ 124,260 $ 124,260 |
Schedule of Changes in Fair Value for Level 3 | The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows (in thousands): Private Placement Warrants Fair value as of January 2, 2022 $ 124,260 Change in fair value ( 67,800 ) Fair value as of April 3, 2022 $ 56,460 Convertible Fair value as of December 31, 2020 $ 15,995 Settlements ( 20,776 ) Change in fair value 4,781 Fair value as of March 31, 2021 $ — |
Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants | The following table summarizes the key assumptions used for determining the fair value of convertible preferred stock warrants and common stock warrants. Private Placement Warrants outstanding as of April 3, 2022 Private Placement Warrants outstanding as of January 2, 2022 Convertible Expected term (in years) 4.3 4.5 2.5 - 4.1 Expected volatility 75.0 % 77.5 % 75.0 % Risk-free interest rate 2.8 % 1.2 % 0.2 % - 0.4 % Expected dividend rate 0.0 % 0.0 % 0.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of April 3, 2022 and January 2, 2022, consisted of the following (in thousands): April 3, 2022 January 2, 2022 Process equipment $ 6,636 $ 6,636 Office equipment 917 918 Furniture and fixtures 678 639 Leasehold improvements 1,878 1,878 Construction in progress 77,899 71,133 Total property and equipment 88,008 81,204 Less: Accumulated depreciation ( 4,906 ) ( 4,591 ) Property and equipment, net $ 83,102 $ 76,613 Depreciation and amortization expenses related to property and equipment for the quarters ended April 3, 2022 and March 31, 2021 were $ 0.3 million and $ 0.1 million , respectively. |
Lease (Tables)
Lease (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Leases [Abstract] | |
Summary of Lease Costs | The components of lease costs were as follows (in thousands): For the Quarters Ended April 3, 2022 March 31, 2021 Operating lease cost $ 420 $ 292 |
Supplemental lease | Supplemental lease information: As of Operating leases April 3, 2022 March 31, 2021 Weighted-average remaining lease term 8.4 years 9.3 years Weighted-average discount rate 6.8 % 6.8 % |
Summary of supplemental cash flow information | Supplemental cash flow information related to leases are as follows (in thousands): For the Quarters Ended April 3, 2022 March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 336 $ 312 Lease liabilities arising from obtaining ROU assets: Operating leases — 8,763 |
Schedule of Maturity of Lease Liabilities | Maturities of Lease Liabilities The following is a schedule of maturities of lease liabilities as of April 3, 2022 (in thousands). Operating lease 2022 (remaining nine months) $ 1,029 2023 1,406 2024 1,449 2025 1,492 2026 1,491 Thereafter 5,774 Total 12,641 Less: imputed interest ( 3,220 ) Present value of lease liabilities $ 9,421 |
Net Earnings (Loss) per Share (
Net Earnings (Loss) per Share (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of net loss per common share | The following table sets forth the computation of the Company’s basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount): For the Quarters Ended April 3, 2022 March 31, 2021 Numerator: Net income (loss) attributable to common stockholders - basic $ 42,707 $ ( 16,165 ) Increase in fair value of Private Placement Warrants ( 67,800 ) — Net loss attributable to common stockholders - Diluted $ ( 25,093 ) $ ( 16,165 ) Denominator: Weighted-average shares outstanding used in computing net income (loss) per share of common stock, basic 151,648,439 95,816,889 Dilutive effect of Private Placement Warrants 1,690,023 — Weighted-average shares outstanding used in computing net loss per share of common stock, diluted 153,338,462 95,816,889 Net income (loss) per share of common stock: Basic $ 0.28 $ ( 0.17 ) Diluted $ ( 0.16 ) $ ( 0.17 ) |
Schedule of anti-dilutive securities excluded from computation of diluted earning per share | As the Company reported net loss for the quarter ended March 31, 2021, all of these potentially dilutive securities were anti-dilutive. April 3, March 31, Stock options outstanding 5,536,905 730,176 Restricted stock units outstanding 917,079 — Employee stock purchase plan estimated shares 78,198 — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of total stock-based compensation expense, by operating expense category | The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the condensed consolidated statements of operations for the periods presented below (in thousands). For the Quarters Ended April 3, 2022 March 31, 2021 Cost of revenue $ — $ 274 Research and development 2,512 959 Selling, general and administrative 2,726 185 Total stock-based compensation expense $ 5,238 $ 1,418 |
Summary of Stock Option Activity | The following table summarized stock option activities for the quarter ended April 3, 2022 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate (1) (2) Balances as of January 3, 2022 5,753,005 $ 8.88 Granted 31,190 15.47 Exercised ( 91,910 ) 2.17 $ 1,249 Forfeited ( 155,380 ) 8.20 Balances as of April 3, 2022 5,536,905 $ 9.05 9.0 $ 32,364 Vested and expected to vest at April 3, 2022 9,839,447 $ 5.12 8.8 $ 95,515 Vested and exercisable at April 3, 2022 914,342 $ 6.60 8.3 $ 7,466 Unvested and exercisable at April 3, 2022 4,217,643 $ 8.84 9.0 $ 24,899 (1) The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of April 3, 2022 represents the value of the Company’s closing stock price at $ 14.74 on April 1, 2022 in excess of the exercise price multiplied by the number of options outstanding. |
Summary of RSUs activities | The following table summarized RSUs activities for the quarter ended April 3, 2022 (in thousands, except share and per share amount). Number of Weighted Average Non-vested RSUs Balances as of January 2, 2022 535,449 $ 23.38 Granted 446,075 17.55 Vested ( 33,761 ) 20.84 Forfeited ( 30,684 ) 26.27 Non-vested RSUs outstanding as of April 3, 2022 917,079 $ 20.54 |
Business Combination - Addition
Business Combination - Additional Information (Details) - $ / shares | Apr. 03, 2022 | Jan. 02, 2022 |
Business Acquisition [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 156,419,718 | 152,272,287 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Business Combination - Summary
Business Combination - Summary of Number of Shares of Common Stock Issued in Consummation of Merger (Parenthetical) (Details) - shares | Apr. 03, 2022 | Jan. 02, 2022 |
Business Acquisition [Line Items] | ||
Common stock, shares outstanding | 156,419,718 | 152,272,287 |
Business Combination - Summar_2
Business Combination - Summary of Net Cash Proceeds from Business Combination (Details) $ in Millions | 3 Months Ended |
Apr. 03, 2022USD ($) | |
Business Acquisition [Line Items] | |
Net cash contributions from Business Combination | $ 373.7 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 07, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Apr. 03, 2022 | Mar. 31, 2021 | Jan. 02, 2022 |
Class of Warrant or Right [Line Items] | ||||||
Accumulated deficit | $ (290,445) | $ (333,152) | ||||
Working capital | 398,100 | |||||
Proceeds from business acquisition | 373,700 | |||||
Allowance for credit losses | $ 0 | |||||
Common stock issued | 156,419,718 | 152,272,287 | ||||
Common stock outstanding | 156,419,718 | 152,272,287 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Proceeds from exercise of common stock warrants, net | $ 52,828 | $ 0 | ||||
Public Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Proceeds from exercise of common stock warrants, net | $ 47,500 | $ 52,800 | $ 77,200 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Jan. 02, 2022 |
Liabilities: | ||
Warrant liability | $ 56,460 | $ 124,260 |
Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant liability | 56,460 | 124,260 |
Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant liability | ||
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant liability | 56,460 | 124,260 |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant liability |
Fair Value Measurement Addition
Fair Value Measurement Additional Information (Details) - Private Placement Warrants [Member] - $ / shares | Apr. 03, 2022 | Jul. 31, 2021 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Warrants outstanding, shares | 6,000,000 | |
Fair value of warrant per share | $ 9.41 | |
Fair value of exercise price | $ 11.50 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value for Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Private Placement Warrants [Member] | ||
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items] | ||
Warrant liabilities at beginning of period | $ 124,260 | |
Change in valuation inputs or other assumptions | (67,800) | |
Warrant liabilities at end of period | $ 56,460 | |
Convertible Preferred Stock Warrants [Member] | ||
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items] | ||
Warrant liabilities at beginning of period | $ 15,995 | |
Settlements | (20,776) | |
Change in valuation inputs or other assumptions | 4,781 | |
Warrant liabilities at end of period | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants (Details) | Apr. 03, 2022 | Jan. 02, 2022 | Feb. 22, 2021 |
Risk-Free Interest Rate [Member] | Common Stock Warrants Outstanding [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative liabilities, Measurement input | 2.8 | 1.2 | |
Risk-Free Interest Rate [Member] | Convertible Preferred Stock Warrants Exercised [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative liabilities, Measurement input | 0.4 | ||
Risk-Free Interest Rate [Member] | Convertible Preferred Stock Warrants Exercised [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative liabilities, Measurement input | 0.2 | ||
Expected Volatility [Member] | Common Stock Warrants Outstanding [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative liabilities, Measurement input | 75 | 77.5 | |
Expected Volatility [Member] | Convertible Preferred Stock Warrants Exercised [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative liabilities, Measurement input | 75 | ||
Expected Term (Years) [Member] | Common Stock Warrants Outstanding [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Public warrants expiration term | 4 years 3 months 18 days | 4 years 6 months | |
Expected Term (Years) [Member] | Convertible Preferred Stock Warrants Exercised [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Public warrants expiration term | 4 years 1 month 6 days | ||
Expected Term (Years) [Member] | Convertible Preferred Stock Warrants Exercised [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Public warrants expiration term | 2 years 6 months | ||
Expected Dividend Rate [Member] | Common Stock Warrants Outstanding [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative liabilities, Measurement input | 0 | 0 | |
Expected Dividend Rate [Member] | Convertible Preferred Stock Warrants Exercised [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Derivative liabilities, Measurement input | 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Jan. 02, 2022 |
Property, Plant and Equipment [Abstract] | ||
Process equipment | $ 6,636 | $ 6,636 |
Office equipment | 917 | 918 |
Furniture and fixtures | 678 | 639 |
Leasehold improvements | 1,878 | 1,878 |
Construction in progress | 77,899 | 71,133 |
Total property and equipment | 88,008 | 81,204 |
Less: Accumulated depreciation | 4,906 | 4,591 |
Property and equipment, net | $ 83,102 | $ 76,613 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 314 | $ 141 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Apr. 03, 2022 | |
Lessee, Lease, Description [Line Items] | |
Period For Option To Extend Leases | 5 years |
Option to extend description | In March 2021, the Company entered into a new agreement to lease office space in Fremont, California under a noncancelable operating lease that expires in April 2026 with an option to extend for five years. |
Lease Expiration Date | Aug. 31, 2030 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 420 | $ 292 |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) | Apr. 03, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term | 8 years 4 months 24 days | 9 years 3 months 18 days |
Weighted average discount rate | 6.80% | 6.80% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 336 | $ 312 |
Operating leases | $ 0 | $ 8,763 |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands | Apr. 03, 2022USD ($) |
Leases [Abstract] | |
2022 (remaining nine months) | $ 1,029 |
2023 | 1,406 |
2024 | 1,449 |
2025 | 1,492 |
2026 | 1,491 |
Thereafter | 5,774 |
Total lease payments | 12,641 |
Imputed Interest | (3,220) |
Operating Lease, Liability | $ 9,421 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Apr. 03, 2022 | Jan. 02, 2022 |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||
Contractual obligation | $ 11.5 | $ 17.4 |
Warrants - Schedule of Preferre
Warrants - Schedule of Preferred Stock Shares Authorized, Issued and Outstanding, Carrying Price and Liquidation (Details) - USD ($) | Apr. 03, 2022 | Jan. 02, 2022 |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Carrying Value |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2022 | Jan. 07, 2022 | Feb. 22, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Apr. 03, 2022 | Mar. 31, 2021 | Jan. 02, 2022 | Jul. 31, 2021 |
Class Of Stock [Line Items] | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Proceeds from exercise of convertible preferred stock warrants | $ 102 | ||||||||
Proceeds from exercise of Public Warrants. | $ 52,828 | $ 0 | |||||||
Warrants redemption price | $ 0.01 | ||||||||
Public Warrants [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Unexercised warrants | 195,640 | ||||||||
Exercise price of warrants | $ 0.01 | ||||||||
Warrants outstanding, shares | 4,126,466 | ||||||||
Proceeds from exercise of Public Warrants. | $ 47,500 | $ 52,800 | $ 77,200 | ||||||
Public Warrants [Member] | Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants outstanding, shares | 4,322,106 | 11,500,000 | |||||||
Private Placement Warrants [Member] | Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Exercise price of warrants | $ 11.50 | ||||||||
Warrants outstanding, shares | 6,000,000 | 6,000,000 | |||||||
Private Placement Warrants [Member] | Common Stock [Member] | Initial Public Offering [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Class of warrant or right issued | 6,000,000 | ||||||||
Warrants [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from exercise of Public Warrants. | $ 52,800 | ||||||||
Other receivable | $ 5,300 | ||||||||
Warrants [Member] | Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants outstanding, shares | 17,500,000 | ||||||||
Warrants [Member] | Convertible Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants outstanding, shares | 0 | 0 | |||||||
Warrants [Member] | Legacy Enovix Series D Convertible Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Exercise price of warrants | $ 0.01 | ||||||||
Warrants outstanding, shares | 10,160,936 | ||||||||
Proceeds from exercise of Public Warrants. | $ 100 |
Net Earnings (Loss) per Share -
Net Earnings (Loss) per Share - Reconciliation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) attributable to common stockholders - basic | $ 42,707 | $ (16,165) |
Dilutive effect of Private Placement Warrants | (67,800) | 4,781 |
Net loss attributable to common stockholders - Diluted | $ (25,093) | $ (16,165) |
Denominator: | ||
Weighted-average shares outstanding used in computing net income (loss) per share of common stock, basic | 151,648,439 | 95,816,889 |
Dilutive effect of equity awards and Private Placement Warrants | 1,690,023 | |
Weighted-average shares outstanding used in computing net loss per share of common stock, Diluted | 153,338,462 | 95,816,889 |
Net income (loss) per share of common stock: | ||
Basic | $ 0.28 | $ (0.17) |
Diluted | $ (0.16) | $ (0.17) |
Net Earnings (Loss) per Share_2
Net Earnings (Loss) per Share - Summary of potentially dilutive securities excluded from computation of diluted net loss per share (Details) - shares | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,536,905 | 730,176 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 917,079 | |
Employee stock purchase plan estimated shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 78,198 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of total stock-based compensation expense, by operating expense category (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 5,238 | $ 1,418 |
Cost of Revenue [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | 274 |
Research and Development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,512 | 959 |
Selling, General and Administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 2,726 | $ 185 |
Stock-based Compensation (Addit
Stock-based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense, tax benefit | $ 0 | $ 0 |
Unrecognized stock-based compensation expenses | $ 50,600 | |
Weighted average period of recognition for unrecognized stock-based compensation | 3 years 7 months 6 days | |
Shares remained subject to right of repurchase | 4,302,542 | |
Early exercised liability | $ 300 | |
Share-based Payment Arrangement, Amount Capitalized | 300 | |
Accrued Bonuses | $ 1,000 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of stock option activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Apr. 03, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options Outstanding, Beginning Balance | shares | 5,753,005 |
Number of Options Outstanding, Granted | shares | 31,190 |
Number of Options Outstanding, Exercised | shares | (91,910) |
Number of Options Outstanding, Forfeited | shares | (155,380) |
Number of Options Outstanding, Ending Balance | shares | 5,536,905 |
Number of Options Outstanding, Vested and expected to vest | shares | 9,839,447 |
Number of Options Outstanding, Vested and exercisable | shares | 914,342 |
Number of Options Outstanding , Unvested and exercisable | shares | 4,217,643 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 8.88 |
Weighted Average Exercise Price, Granted | $ / shares | 15.47 |
Weighted Average Exercise Price, Exercised | $ / shares | 2.17 |
Weighted Average Exercise Price, Forfeited | $ / shares | 8.20 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 9.05 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | 5.12 |
Weighted Average Exercise Price, Vested and exercisable | $ / shares | 6.60 |
Weighted Average Exercise Price, Unvested and exercisable | $ / shares | $ 8.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 9 years |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest | 8 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Vested and exercisable | 8 years 3 months 18 days |
Weighted Average Remaining Contractual Life (Years), Unvested and exercisable | 9 years |
Aggregate Intrinsic Value, Exercised | $ | $ 1,249 |
Aggregate Intrinsic Value, Ending Balance | $ | 32,364 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 95,515 |
Aggregate Intrinsic Value, Vested and exercisable | $ | 7,466 |
Aggregate Intrinsic Value, Unvested and exercisable | $ | $ 24,899 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of stock option activity (Parenthetical) (Details) | Apr. 01, 2022$ / shares |
Share-based Payment Arrangement [Abstract] | |
Common stock closing price | $ 14.74 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Units (Details) - $ / shares | 3 Months Ended | |
Apr. 03, 2022 | Jan. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Outstanding, Granted | 31,190 | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested RSUs Beginning Balances | 917,079 | 535,449 |
Number of Options Outstanding, Granted | 446,075 | |
Number of Options Outstanding, Vested | (33,761) | |
Number of Options Outstanding, Forfeited | (30,684) | |
Non-vested RSUs Ending Balances | 917,079 | 535,449 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 20.54 | $ 23.38 |
Weighted Average Grant Date Fair Value, Granted | 17.55 | |
Weighted Average Grant Date Fair Value, Vested | 20.84 | |
Weighted Average Grant Date Fair Value, Forfeited | 26.27 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 20.54 | $ 23.38 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 14, 2021 | Sep. 24, 2020 | Oct. 03, 2021 | Jan. 02, 2022 | May 24, 2021 |
Founder Shares [Member] | Sponsor, Rodgers Capital LLC [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Founder Shares Issuance | 5,750,000 | ||||
aggregate purchase price for RSVAC Founder Shares | $ 25,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination | $ 14 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Related Party Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loss on early debt extinguishment related to the write-off of unamortized debt issuance costs | $ 100,000 | ||||
Interest paid | $ 200,000 | ||||
Related Party Loans [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Repayment of debt | $ 15,200,000 | ||||
Board of Directors [Member] | Related Party Loans [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt principal amount | $ 15,000,000 | ||||
Interest rate payable monthly | 7.50% |