Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39982 | |
Entity Registrant Name | ENERGY VAULT HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3230987 | |
Entity Address, Address Line One | 4360 Park Terrace Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93161 | |
City Area Code | 805 | |
Local Phone Number | 852-0000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 133,758,293 | |
Entity Central Index Key | 0001828536 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NRGV | |
Security Exchange Name | NYSE | |
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | NRGV.WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 303,518 | $ 105,125 |
Accounts receivable | 30,002 | 0 |
Prepaid expenses and other current assets | 4,541 | 5,538 |
Total current assets | 338,061 | 110,663 |
Property and equipment, net and finance lease right-of-use asset, after accumulated depreciation | 10,752 | 11,868 |
Right-of-Use assets, net | 1,242 | 1,238 |
Other assets | 1,479 | 1,525 |
Total Assets | 351,534 | 125,294 |
Current Liabilities | ||
Accounts payable | 3,516 | 1,979 |
Accrued expenses | 1,305 | 4,704 |
Long-term finance leases, current portion | 46 | 48 |
Long-term operating leases, current portion | 619 | 612 |
Total current liabilities | 5,486 | 7,343 |
Deferred pension obligation | 454 | 734 |
Asset retirement obligation | 984 | 978 |
Deferred revenue | 8,616 | 1,500 |
Long-term finance leases | 25 | 34 |
Long-term operating leases | 659 | 662 |
Warrant liability | 40,075 | 0 |
Total liabilities | 56,299 | 11,251 |
Commitments and contingencies | ||
Convertible preferred stock, $0.0001 par value; 85,739 shares authorized, 85,739 shares issued and outstanding at December 31, 2021; liquidation preference of $171,348 | 182,709 | |
Stockholders’ Equity (Deficit) | ||
Convertible preferred stock, $0.0001 par value; 5,000 shares authorized, 93 shares issued and outstanding at March 31, 2022; liquidation preference of $675 | 675 | |
Common stock, $0.0001 par value; 500,000 shares authorized, 133,633 shares issued, and 133,633 and outstanding at March 31, 2022; 120,568 shares authorized, 20,432 shares issued, and 20,432 outstanding at December 31, 2021 | 13 | 0 |
Additional paid-in capital | 383,821 | 713 |
Accumulated deficit | (89,045) | (68,966) |
Accumulated other comprehensive loss | (229) | (413) |
Total stockholders’ equity (deficit) | 295,235 | (68,666) |
Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) | $ 351,534 | $ 125,294 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 5,000,000 | 85,739 |
Convertible preferred stock, shares issued (in shares) | 93,000 | 85,739,000 |
Convertible preferred stock, shares outstanding (in shares) | 93,000 | 85,739,000 |
Convertible preferred stock, liquidation preference | $ 675,000 | $ 171,348,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 120,568,000 |
Common stock outstanding (in shares) | 133,633,000 | 20,432,000 |
Common stock issued (in shares) | 133,633,000 | 20,432,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 42,884 | $ 0 |
Operating expenses: | ||
Sales and marketing | 2,580 | 85 |
Research and development | 9,661 | 1,021 |
General and administrative | 9,806 | 1,855 |
Income (loss) from operations | 20,837 | (2,961) |
Other income (expense) | ||
Change in fair value of derivative | 0 | (24,102) |
Interest expense | (1) | (4) |
Change in fair value of warrant liability | (20,237) | 0 |
Transaction costs | (20,586) | 0 |
Other income (expense), net | 36 | (1,928) |
Loss before income taxes | (19,951) | (28,995) |
Provision for income taxes | 128 | 0 |
Net loss | $ (20,079) | $ (28,995) |
Net loss per share of common stock — basic (in dollars per share) | $ (0.25) | $ (2.67) |
Net loss per share of common stock — diluted (in dollars per share) | $ (0.25) | $ (2.67) |
Weighted average shares of common stock — basic (in shares) | 80,806,000 | 10,861,000 |
Weighted average shares of common stock — diluted (in shares) | 80,806,000 | 10,861,000 |
Other comprehensive income (loss) — net of tax | ||
Actuarial gain (loss) on pension | $ 278 | $ 185 |
Foreign currency translation gain (loss) | (94) | 1,231 |
Total other comprehensive income (loss) | 184 | 1,416 |
Total comprehensive loss | $ (19,895) | $ (27,579) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands | Total | Preferred StockConvertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 63,805,000 | |||||||
Balance at the beginning at Dec. 31, 2020 | $ 62,042 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series B-1 preferred stock for cash (in shares) | [1] | 6,864,000 | |||||||
Issuance of Series B-1 preferred stock for cash | $ 14,700 | ||||||||
Series B-1 Preferred Stock issuance costs | $ (8) | ||||||||
Balance at the ending (in shares) at Mar. 31, 2021 | [1] | 70,669,000 | |||||||
Balance at the ending at Mar. 31, 2021 | $ 76,734 | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | [1] | 14,551,000 | |||||||
Balance at the beginning at Dec. 31, 2020 | $ (39,627) | $ 0 | $ 99 | $ (37,628) | $ (2,098) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock option (in shares) | [1] | 373,000 | |||||||
Exercise of stock option | 5 | 5 | |||||||
Stock based compensation | 7 | 7 | |||||||
Net loss | (28,995) | (28,995) | |||||||
Actuarial gain (loss) on pension | 185 | ||||||||
Foreign currency translation gain (loss) | 1,231 | ||||||||
Balance at the ending (in shares) at Mar. 31, 2021 | [1] | 14,924,000 | |||||||
Balance at the ending at Mar. 31, 2021 | $ (67,194) | $ 0 | 111 | (66,623) | (682) | ||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 85,739,000 | 85,741,000 | [1] | ||||||
Balance at the beginning at Dec. 31, 2021 | $ 182,709 | $ 182,709 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Conversion of convertible preferred stock into common stock in connection with reverse the recapitalization (in share) | [1] | (85,648,000) | |||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization | $ (182,034) | ||||||||
Reclassification of convertible preferred stock to stockholders’ deficit (in shares) | [1] | (93,000) | |||||||
Reclassification of convertible preferred stock to stockholders’ deficit | $ (675) | ||||||||
Balance at the ending (in shares) at Mar. 31, 2022 | 93,000 | 0 | [1] | ||||||
Balance at the ending at Mar. 31, 2022 | $ 0 | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 20,432,000 | [1] | ||||||
Balance at the beginning at Dec. 31, 2021 | $ (68,666) | $ 0 | $ 0 | 713 | (68,966) | (413) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Conversion of convertible preferred stock into common stock in connection with reverse the recapitalization (in shares) | [1] | 85,648,000 | |||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization | 182,034 | $ 9 | 182,025 | ||||||
Reclassification of convertible preferred stock to stockholders’ deficit (in shares) | 93,000 | ||||||||
Reclassification of convertible preferred stock to stockholders’ deficit | 675 | $ 675 | |||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | [1] | 27,553,000 | |||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | $ 191,860 | $ 4 | 191,856 | ||||||
Exercise of stock option (in shares) | 32,000 | ||||||||
Exercise of stock option | $ 25 | 25 | |||||||
Stock based compensation | 9,202 | 9,202 | |||||||
Net loss | (20,079) | (20,079) | |||||||
Actuarial gain (loss) on pension | 278 | ||||||||
Foreign currency translation gain (loss) | (94) | ||||||||
Balance at the ending (in shares) at Mar. 31, 2022 | 93,000 | 133,633,000 | [1] | ||||||
Balance at the ending at Mar. 31, 2022 | $ 295,235 | $ 675 | $ 13 | $ 383,821 | $ (89,045) | $ (229) | |||
[1] | The number of shares of convertible preferred stock and common stock prior to the Merger (defined in Note 1) have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger as described in Note 1 and Note 3. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) - (Parenthetical) | Feb. 11, 2022 |
Energy Vault Holdings Inc | |
Exchange ratio | 6.7735 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (20,079) | $ (28,995) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,218 | 17 |
Non-cash lease expense | 165 | 151 |
Non-cash interest income | (16) | 0 |
Stock based compensation | 9,202 | 7 |
Change in fair value of derivative | 0 | 24,102 |
Change in fair value of warrant liability | 20,237 | 0 |
Change in pension obligation | 7 | 18 |
Asset retirement obligation accretion expense | 19 | 0 |
Foreign exchange gains and losses | 19 | 96 |
Change in operating assets | (32,550) | (561) |
Change in operating liabilities | 4,967 | (839) |
Net cash used in operating activities | (16,811) | (6,004) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (83) | (3) |
Net cash used in investing activities | (83) | (3) |
Cash Flows From Financing Activities | ||
Proceeds from exercise of stock options | 25 | 6 |
Proceeds from reverse recapitalization and PIPE financing, net | 235,940 | 0 |
Payment of transaction costs related to reverse recapitalization | (20,651) | 0 |
Payment of lease obligations | (10) | (24) |
Net cash provided by financing activities | 215,304 | 14,674 |
Effect of exchange rate changes on cash and cash equivalents | (17) | 2,061 |
Net increase in cash | 198,393 | 10,728 |
Cash and cash equivalents – beginning of the period | 105,125 | 10,051 |
Cash and cash equivalents – end of the period | 303,518 | 20,779 |
Supplemental Disclosures of Cash Flow Information: | ||
Income taxes paid | 1 | 0 |
Cash paid for interest | 23 | 17 |
Supplemental Disclosures of Non-Cash Investing and Financing Information: | ||
Conversion of redeemable preferred stock into common stock in connection with the reverse recapitalization | 182,034 | 0 |
Warrants assumed as part of reverse recapitalization | 19,838 | 0 |
Actuarial gain (loss) on pension | 278 | 148 |
Property, plant and equipment financed through accounts payable | 137 | 0 |
Assets acquired on finance lease | 0 | 43 |
Series B-1 preferred stock | ||
Cash Flows From Financing Activities | ||
Proceeds from Series B-1 Preferred Stock, net of issuance costs | $ 0 | $ 14,692 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Energy Vault Holdings, Inc. (“Energy Vault” or the “Company”) develops sustainable, grid-scale energy storage solutions designed to advance the transition to a carbon free, resilient power grid. The Company’s mission is to accelerate the decarbonization of the economy through the development of sustainable and economical energy storage technologies. To achieve this, the Company is developing a proprietary gravity-based energy storage technology. The Company’s product platform aims to help utilities, independent power producers, and large energy users significantly reduce their levelized cost of energy while maintaining power reliability. The Company’s project delivery strategy relies upon engineering, procurement, and construction (“EPC”) firms to construct its storage projects, while under the supervision of the Company’s dedicated teams tasked with project management. The current business model is comprised of the following product and service categories: (1) Building, operating, and transferring energy storage projects to potential customers, (2) Building, operating, and holding energy storage systems as equity (co-) sponsor, (3) Selling energy management software as a service, and (4) Entering into intellectual property license and royalty agreements associated with the Company’s energy storage technologies. The Company has a wholly owned subsidiary, Energy Vault SA, which was formed in December 2017 in Lugano Switzerland to build a full-scale demonstration unit (the “Prototype”), serves as the Company’s research and development hub, and operates as the Company’s international headquarters. Energy Vault was originally incorporated under the name Novus Capital Corporation II (“Novus”) as a special purpose acquisition company in the state of Delaware in September 2020 with the purpose of effecting a merger with one or more operating businesses. On September 8, 2021, Novus announced that it had entered into a definitive agreement for a business combination (the “Merger Agreement”) with Energy Vault, Inc. (“Legacy Energy Vault”) that would result in Legacy Energy Vault becoming a wholly owned subsidiary of Novus (the “Merger”). Upon the closing of the Merger on February 11, 2022 (the “Closing”), Novus was immediately renamed to “Energy Vault Holdings, Inc.” The Merger between Novus and Legacy Energy Vault was accounted for as a reverse recapitalization. See Note 3 - Reverse Capitalization for more information. Energy Vault Holdings, Inc. is headquartered in Los Angeles, California. Throughout the notes to the consolidated condensed financial statements, unless otherwise noted, the “Company,” “we,” “us,” or “our” and similar terms refer to Legacy Energy Vault and its subsidiaries prior to the consummation of the Merger, and Energy Vault and its subsidiaries after the consummation of the Merger. Certain Significant Risks and Uncertainties Since inception, the Company has been primarily involved in research and development activities. The Company devotes substantially all its efforts to product research and development, initial market development, and raising capital. The Company is subject to a number of risks similar to those of other early-stage clean energy companies, including dependence on key individuals, the need for development of commercially viable products, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s products, protection of proprietary technology, and the need to obtain adequate additional financing to fund the development of its products and technology. These risks could be further complicated by the ongoing COVID-19 pandemic described below. The spread of the COVID-19 virus during 2020 caused an economic downturn on a global scale, as well as significant volatility in the financial markets. In March 2020, the World Health Organization declared spread of the COVID-19 virus a pandemic. Government reactions to the public health crisis with mitigation measures created significant uncertainties in the U.S. and global economies. The COVID-19 pandemic caused delays in the construction of the Prototype in Switzerland due to Government mandated temporary stay-at-home and quarantine orders; however, it did not significantly impact the Company’s other core operations such as research and development and fund raising. The extent to which the COVID-19 pandemic impacts the Company’s business, operations and financial results will depend on numerous evolving factors that management may not be able to accurately predict, and which may cause the actual results to differ from the estimates and |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2021. The condensed balance sheet as of December 31, 2021, included herein, was derived from the consolidated financial statements of the Company as of that date. These unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary to present fairly the Company’s financial position as of March 31, 2022 and the Company’s results of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit activities, and the cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year. Principles of Consolidation These unaudited interim condensed consolidated financial statements include Energy Vault Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. Significant estimates made by management include, among others, valuation of inventory, pension obligations, fair value of financial instruments including embedded derivatives, stock-based compensation, valuation of deferred income tax assets, revenue recognition, and the estimated useful life of long-lived assets. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances, including those arising from the impacts of the COVID-19 pandemic, could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Transaction Costs Transaction costs consist of direct legal, accounting, and other fees relating to the consummation of the Merger. These costs were initially capitalized as incurred in prepaid assets and other current assets in the condensed consolidated balance sheet. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ deficit while costs associated with the pubic and private warrants liabilities were expensed in the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2021, $4.1 million of deferred Merger transaction costs were included within prepaid and other current assets in the condensed consolidated balance sheet. The Company and Novus incurred in aggregate $44.8 million in transaction costs, consisting of underwriting, legal, and other professional fees, of which $24.2 million was recorded to additional paid-in-capital as a reduction of proceeds and the remaining $20.6 million was expensed immediately upon the Closing. Warrants The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statement of operations. Earn-Out Shares In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible Legacy Energy Vault stockholders immediately prior to the Closing, have the contingent right to receive an aggregate of 9.0 million shares of the Company’s common stock (“Earn-Out Shares”) upon the Company achieving each Earn-Out Triggering Event (defined below) during the period beginning on the 90th day following the Closing and ending in the third anniversary of such date (the “Earn-Out Period”). An “Earn-Out Triggering Event” means the date on which the closing price of the Company’s common stock quoted on the NYSE is greater than or equal to certain specified prices for any 20 trading days within a 30 consecutive day trading period. The Earn-Out Shares were recognized at fair value upon the Closing of the Merger and classified in shareholders’ equity. Because the Merger was accounted for as a reverse recapitalization, the issuance of the Earn-Out Shares was treated as a deemed dividend and since the Company does not have retained earnings, the issuance was recorded within additional-paid-in capital (“APIC”) and has a net nil impact on APIC. Revenue from Contracts with Customers The Company recognizes revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when, or as, control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the goods and services transferred. The Company determines revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer. (2) Identification of the performance obligations in the contract. (3) Determination of the transaction price. (4) Allocation of the transaction price to the performance obligations in the contract. (5) Recognition of revenue when, or as, a performance obligation is satisfied. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good or service relative to the option exercise price. The Company assesses whether each promised good or service is distinct for the purposes of identifying performance obligations in the contract. This assessment involves subjective determination and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered to be distinct provided that: (i) the customer can benefit from the good or service either on its own or together with the other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. For arrangements that include sales-based royalties, the Company recognizes royalty revenue when the related sales occur. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment and the transfer of the promised goods or services will be one year or less. As of March 31, 2022, the Company does not have any contracts that contain a significant financing component. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. Over time revenue recognition is based on the use of an output or input method. Building Energy Storage Projects To date, the Company has not recognized any revenue from the building of energy storage projects. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Operating Energy Storage Projects To date, the Company has not recognized any revenue related to providing operation services for its energy storage projects. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Energy Management Software as a Service To date, the Company has not recognized any revenue related to providing energy management software as a service. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Intellectual Property Licensing The Company enters into licensing agreements of its intellectual property that are within the scope of ASC 606. The terms of such licensing agreements include the license of functional intellectual property, given the functionality of the intellectual property is not expected to change substantially as a result of the licensor’s ongoing activities. The transaction price allocated to the licensing of intellectual property is recognized as revenue at a point in time when the licensed intellectual property is made available for the customer’s use and benefit. The Company recognized intellectual property licensing revenue of $42.9 million during the three months ended March 31, 2022. The revenue recognized during the three months ended March 31, 2022 was from one customer, Atlas Renewable LLC (“Atlas”), which was an investor in the Company’s PIPE. As part of the Company’s licensing agreement with Atlas, the Company will provide Atlas with a final update to its functional intellectual property upon the completion of the Company’s research and development activities related to the intellectual property that was provided to Atlas. The Company has identified the obligation to provide this update to Atlas as a performance obligation and has deferred $5.9 million of the transaction price. The $5.9 million will be recognized as revenue when the Company completes the transfer of the final technology update to Atlas. Additionally, the contract with Atlas includes variable consideration of $25 million due to the Company’s commitment to provide a $25 million refundable contribution to Atlas during the construction period of Atlas’ first project. The Company has considered this to be variable consideration as the Company will only be repaid the amount if Atlas’ first project reaches substantial completion and certain performance metrics are met. The Company has determined that it is probable that Atlas will reach substantial completion and meet the performance metrics to repay Energy Vault, therefore the variable consideration has been included in the transaction price. Royalty Revenue In connection with entering into intellectual property licensing agreements, the Company also enters into royalty agreements whereby the customer agrees to pay the Company a percentage of the customer’s future sales revenue that is generated by using the Company’s intellectual property. The Company has not recognized any royalty revenue to date, but will recognize royalty revenue at the point in time when the customer’s sales occur. Other Revenue In connection with entering into the intellectual property licensing agreement with Atlas, the Company agreed to provide construction support services during the periods in which the customer constructs its energy storage projects. The transaction price allocated to construction support services is recognized over time using the cost-to-cost measure of progress as that method offers the best depiction of the continuous transfer of services to the customer. The Company did not provide any construction support services during the three months ended March 31, 2022, therefore the Company did not recognize any revenue from this performance obligation. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The new accounting standard will be effective for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company does not expect that adoption of this standard will have a material impact on its consolidated financial statements. In August 2020, FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) . ASU 2020-06 simplifies the accounting for convertible instruments. In addition to eliminating certain accounting models, this ASU includes improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. In December 2020, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which simplifies the accounting for income taxes. ASU 2019-12 is effective for nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION On February 11, 2022, in connection with the Merger, the Company raised gross proceeds of $235.8 million , including the contribution of $40.8 million of cash, net of redemptions, held in Novus’ trust account from its initial public offering and an aggregate purchase price of $195.0 million from the sale and issuance of common shares in a private placement (“Private Investment in Public Equity” or “PIPE”) at $10.00 per share. The Company and Novus incurred in aggregate approximately $44.8 million in transaction costs, consisting of underwriting, legal, and other professional fees, of which $24.2 million was recorded to additional paid-in-capital as a reduction of proceeds and the remaining $20.6 million was expensed immediately upon the Closing. The aggregate consideration paid to Legacy Energy Vault stockholders in connection with the Merger (excluding any potential Earn-Out Shares), was 106.1 million shares of the Company’s common stock, par value $0.0001 after giving effect to the exchange ratio of 6.7735 (the “Exchange Ratio”). The total net cash proceeds to the Company were $191.0 million. The following transactions were completed concurrently upon the Closing: • All but 93,258 of issued and outstanding shares of Legacy Energy Vault convertible preferred stock were canceled and c onverted into a total of 85.6 million shares of Energy Vault common stock (the preferred stock that did not convert as of March 31, 2022 converted into 93,258 shares of common stock subsequent to the end of the quarter) ; • Each issued and outstanding share of Legacy Energy Vault common stock was canceled and converted into a total of 20.4 million shares of Energy Vault common stock; • Each outstanding vested and unvested Legacy Energy Vault common stock option was converted into options exercisable for shares of Energy Vault common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; • Each outstanding and unvested Legacy Energy Vault restricted stock unit (“RSU”) was converted into RSUs for shares of Energy Vault common stock with the same terms except for the number of shares, each of which was adjusted by the Exchange Ratio; and • Each outstanding vested and unvested Legacy Energy Vault restricted stock award (“RSA”) was converted into RSAs for shares of Energy Vault common stock with the same terms except for the number of shares, each of which was adjusted by the Exchange Ratio. The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Novus was treated as the acquired company for financial reporting purposes. This determination was primarily due to the fact that shareholders of Legacy Energy Vault continue to control Energy Vault after the completion of the Merger. Accordingly, for accounting purposes, the financial statements of the combined entity upon consumption of the Merger represent a continuation of the financial statements of Legacy Energy Vault with the Merger being treated as the equivalent of Legacy Energy Vault issuing shares for the net assets of Novus, accompanied by a recapitalization. The net assets of Novus were recognized at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Energy Vault and the accumulated deficit of Legacy Energy Vault has been carried forward after Closing. All periods prior to the Merger have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization. The number of common stock issued immediately following the consumption of the Merger was as follows (amounts in thousands): Shares Legacy Energy Vault stock (1) 106,079 Novus pubic shares (2) 4,079 Novus sponsor shares (3) 3,975 PIPE shares 19,500 Total shares of Energy Vault common stock immediately after the Merger 133,633 __________________ (1) Excludes 9.0 million common shares issuable in earn-out arrangements as they are not issuable until 90 days after the Closing and are contingently issuable based upon the Company’s share price meeting certain thresholds. (2) Excludes 14.7 million warrants issued and outstanding as of the Closing of the Merger which includes 9.6 million public warrants and 5.2 million private warrants held by the Novus Sponsor. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Carrying amounts of certain financial instruments, including cash, accounts payable, and accrued liabilities approximate their fair value due to their relatively short maturities and market interest rates, if applicable. The Company categorizes assets and liabilities recorded or disclosed at fair value on the consolidated balance sheet based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: • Level 1 —Inputs which included quoted prices in active markets for identical assets and liabilities. • Level 2 —Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or 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 in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 were as follows (amounts in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,315 $ — $ — $ 5,315 Derivative asset — conversion option (2) — — 350 350 Warrant liability (3) (25,875) (14,200) — (40,075) December 31, 2021 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,304 $ — $ — $ 5,304 Derivative asset — conversion option (2) — — 350 350 __________________ (1) Included in the line item cash and cash equivalents on the condensed consolidated balance sheets. (2) Refer to Note 6 - Convertible Note Receivable for further information. (3) Refer to Note 9 - Warrants for further information. The Company’s Series B preferred stock purchase agreement included terms that obligated the investors to purchase, and the Company to sell, two subsequent rounds of Series B preferred stock in tranche closings (the “Tranche Rights”). The Company concluded that the Tranche Rights met the definition of a freestanding financial instrument, and classified them as an asset or a liability under ASC Topic 480, Distinguishing Liabilities from Equity and were initially recorded at fair value and remeasured to the then current fair value at each reporting period. The following table provides a reconciliation of the Tranche Right liability balance for the three months ended March 31, 2021 (amounts in thousands): Preferred Stock Tranche Liability Balance at January 1, 2021 $ — Change in fair value (24,102) Balance at March 31, 2021 $ (24,102) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSIn May 2019, the Company received a $1.5 million deposit for an “EV1” tower from a customer that was owned by one of its primary shareholders; the order remains outstanding as of March 31, 2022. The deposit and order were received before the owner of the customer became one of the Company’s primary shareholders and before it was represented on the Company’s board of directors. For the three months ended March 31, 2022 and 2021, the Company paid consulting fees of $0.1 million and $0.1 million , respectively, to the father of one of the Company’s executive officers. For the three months ended March 31, 2022 and 2021, the Company paid Prototype construction labor costs of $0.1 million and $0.1 million |
CONVERTIBLE NOTE RECEIVABLE
CONVERTIBLE NOTE RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
CONVERTIBLE NOTE RECEIVABLE | CONVERTIBLE NOTE RECEIVABLE In October 2021, the Company entered into a convertible promissory note purchase agreement with DG Fuels, LLC (the “DG Fuels Note”). The principal balance of the promissory note is $1.0 million. The maturity date is the earlier of (i) 30 days after a demand for payment is made by the Company at any time after the two year anniversary of the date of issuance of the note; (ii) the four year anniversary of the date of issuance of the note; (iii) five days following a Financial Close (“Financial Close” means a project finance style closing by DG Fuels or its subsidiary of debt and equity capital to finance the construction of that certain biofuel facility currently under development by DG Fuels), or (iv) upon an event of default determined at the discretion of the Company. The DG Fuels Note has an annual interest rate of 10.0%. The Company intends to hold and convert the DG Fuels Note into the equity securities issued by DG Fuels in their next equity financing round that is greater than $20.0 million at a 20% discount to the issuance price. The principal balance and unpaid accrued interest on the DG Fuels Note will, at the option of the Company, convert into equity securities upon the closing of such next equity financing round. The discounted conversion rate in the DG Fuels Note is considered a redemption feature that is an embedded derivative requiring bifurcation and separate accounting at its estimated fair value under ASC 815 – Derivative and Hedging . The estimated fair value of the embedded derivative upon issuance in October 2021 was an asset of $0.4 million. The estimated fair value of this derivative instrument was recognized as a derivative asset on the condensed consolidated balance sheet, with an offsetting discount to the DG Fuels Note. The Company amortizes the discount on the Note into interest income using the effective interest method. The Company recognized interest income of $16 thousand during the three months ended March 31, 2022 from the DG Fuels Note, inclusive of contractual interest of $8 thousand and amortization of the debt discount of $8 thousand . At each reporting period, the Company remeasures this derivative financial instrument to its estimated fair value. The change in the estimated fair value is recorded in other income (expense), net in the consolidated statement of operations and comprehensive loss. For the three months ended March 31, 2022, ther e was no change in fair value of th e embedded derivative. A reconciliation of the beginning and ending asset balance for the embedded derivative in the DG Fuels Note is as follows (amounts in thousands): Derivative Conversion Option Balance at January 1, 2022 $ 350 Change in fair value — Balance at March 31, 2022 $ 350 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET As of March 31, 2022, and December 31, 2021, property and equipment, net consisted of the following (amounts in thousands): March 31, December 31, Brick machines $ 2,484 $ 2,515 Right-of-Use assets – vehicles 173 175 Furniture and equipment 228 176 Leasehold improvements 347 179 Demonstration & test equipment 11,078 11,218 Total property and equipment 14,310 14,263 Less: accumulated depreciation (3,558) (2,395) Property and equipment, net $ 10,752 $ 11,868 For the three months ended March 31, 2022 and 2021, depreciation and amortization related to property and equipment was $1.2 million and $17 thousand respectively. No impairments of long-lived assets were recorded for the three months ended March 31, 2022 and 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Redeemable Convertible Preferred Stock Upon the closing of the Merger on February 11, 2022, 85.6 million shares of issued and outstanding redeemable convertible preferred stock were cancelled and converted into 85.6 million shares of Energy Vault common stock based upon an exchange ratio of 6.7735 . A total of $182.0 million redeemable convertible preferred stock was reclassified into common stock and additional paid-in-capital on the condensed balance sheet. One shareholder that owned 13,768 shares of Series C preferred stock prior to the Merger, had a delay in the conversion of its shares to common stock and the shares remained as outstanding preferred stock at March 31, 2022. The preferred shares were converted to 93,258 shares of common stock subsequent to March 31, 2022. As of December 31, 2021, the Company’s convertible preferred stock consisted of the following (amounts in thousands and adjusted for Merger exchange ratio): Shares Designated Shares Issued and Outstanding Liquidation Preference Series C preferred stock 14,787 14,787 $ 107,000 Series B-1 preferred stock 14,475 14,475 31,003 Series B preferred stock 14,651 14,651 25,003 Series A-2 preferred stock 5,087 5,087 3,555 Series A-1 preferred stock 6,950 6,950 3,076 Series Seed 2 preferred stock 4,240 4,240 934 Series Seed 1 preferred stock 11,190 11,190 753 Series FR preferred stock 14,360 14,360 25 85,740 85,740 $ 171,349 The significant rights and preferences of the outstanding convertible preferred stock through the closing of the Merger were as follows: Dividends Through the closing date, the holders of each class of convertible preferred stock had been entitled to receive non-cumulative dividends at 8% per annum, if and when declared by the Board of Directors of the Company. Through the closing date of the Merger, no dividends had been declared. Conversion Until the closing of the Merger, each class of preferred stock was convertible to common stock at the option of the holder at the conversion price (as defined in the articles of incorporation) which was initially equal to the original issuance price of each of the preferred stock issuances. The preferred stock would be automatically converted to common stock upon the earlier of; (a) a firm commitment underwritten initial public offering to an effective registration statement and sale of common stock to the public of not less than $49.0258 per share (minimum price per share does not apply to Series FR, Seed 1 and Seed 2 preferred stock) with gross proceeds not less than $50.0 million, or (b) by written consent of the holders of a majority of the then outstanding shares of preferred stock voting as single class on an as-converted to common stock basis, with the holders of the Series A, Seed 2, Seed 1, and Series FR preferred stock voting as a separate class on an as-converted basis, the holders of the Series B voting as a separate class on an as-converted basis, the holders of the Series B-1 voting as a separate class on an as-converted basis, and the holders of the Series C voting as a separate class on an as-converted basis. The conversion price was subject to adjustment for stock splits and stock dividends, reorganization, reclassifications, or similar events and was to be adjusted proportionately. The conversion price would have also been adjusted for certain dilutive issuances of common stock or securities exercisable or convertible into common stock at a price below the conversion price in effect at the time (price protection or ratchet feature). The adjustment to the conversion price would have been determined by multiplying the conversion price by a fraction calculated as the diluted shares pre-issuance at the conversion price divided by the common stock pre-issuance plus the additional stock issued (partial ratchet). Liquidation Until the closing of the Merger, in the event of any liquidation, dissolution, or winding up of the Company, the holders of Series B, Series B-1 and Series C preferred stock would have been entitled to, in preference to the holders of each of the other classes of preferred stock, and to the common stockholder, an amount equal to the original issuance price plus declared but unpaid dividends. After payment in full to the holders of Series B, Series B-1 and Series C preferred stock, and prior to any distribution to the common stockholders, each of the other classes of preferred stock would have been entitled to receive an amount equal to the original issue price plus declared and unpaid dividends on such shares, payable on a pari-passu basis among the Series. A liquidation, dissolution, or winding up of the Company would have been deemed to have occurred upon completion of any transaction or event that resulted in a change of control as defined in the articles of incorporation (a “Deemed Liquidation Event”). Upon a Deemed Liquidation Event, the preferred stock would have become redeemable at the option of the holder and the Company would have been required to provide written notice to the holders of the preferred stock within 90 days of such an event informing them of their right to redeem the preferred stock. For purposes of determining the amount each holder of preferred stock would have been entitled to receive upon a Deemed Liquidation Event, each class of preferred stock would have been deemed to have automatically converted their shares into common stock at the as converted value (even if not elected by the holder) immediately prior to such a Deemed Liquidation Event, if the value was greater than the amount that would have been distributed to the holder of the preferred stock if it were not converted. Voting Until the closing of the Merger, each share of preferred stock was entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock so held could be converted at the record date. Common Stock On February 11, 2022, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 27.6 million new shares of common stock. Additionally upon the close of the Merger, the Company converted all 3.0 million issued and outstanding common stock and all 12.7 million issued and outstanding convertible preferred stock of Legacy Energy Vault into 106.1 million new shares of common stock using an exchange ratio of 6.7735. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
WARRANTS | WARRANTS Upon the Closing of the Merger, the Company assumed 9.6 million Public Warrants and 5.2 million Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share, subject to adjustments. The warrants became exercisa ble on March 13, 2022 and will expire on February 11, 2027, which is five years after the Closing. The Company filed a Registration Statement on Form S-1 on March 8, 2022 related to the issuance of an aggregate of up to approximately 14.7 million shares of common stock issuable upon the exercise of the Public and Private Warrants, which was declared effective by the SEC on May 6, 2022. Public Warrants Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants for cash, in whole and not in part, upon not less than 30 days’ prior written notice of redemption (“Redemption Period”) at a price of $0.01 per warrant, if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days withing a 30 day trading period ending on the third trading day prior to the notice of redemption to the Public Warrant holders. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Public Warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants, in whole and not in part, for a price of $0.10 per warrant provided that the Public Warrant Holders will be able to exercise their warrants prior to redemption and receive that number of shares of common stock determined based on a predefined rate based on the redemption date and the “fair market value” of the Company’s common stock upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. “Fair market value” of the Company’s common stock shall mean the average last reported sales price of its common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of Public Warrants when the trading price of the Company’s common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding Public Warrants to be redeemed when the Company’s common stock is trading at or above $10.00 per share, which may be at a time when the trading price of the Company’s stock is below the exercise price of the warrants. This redemption feature was established to provide the Company with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold described above. Holders choosing to exercise their Public Warrants in connection with this redemption feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of February 8, 2021. This redemption right provides the Company an additional mechanism by which to redeem all of the outstanding Public Warrants, and therefore have certainty as to the Company’s capital structure as the Public Warrants would no longer be outstanding and would have been exercised or redeemed, The Company will effectively be required to pay the redemption price to warrant holders if the Company chooses the redemption right and it will allow Energy Vault to quickly proceed with a redemption of the warrants if it is determined it is in the Company’s best interest. The exercise price and number of shares of common stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. Private Warrants The Private Warrants have terms and provisions that are identical to those of the Public Warrants, except that the Private Warrants are exercisable on a cash or cashless basis, at the warrant holders’ option, and will not be redeemable by the Company, in each case so long as the warrants are still held by Novus or their permitted transferees. If the Private Warrants are no longer held by Novus or their permitted transferees, the redemption right included in the Public Warrants will attach to the Private Warrants. The following table summarizes the Public and Private Warrants activities for the three months ended March 31, 2022 (amounts in thousands): Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 9,583 5,167 14,750 Warrants exercised — — — Outstanding as of March 31, 2022 9,583 5,167 14,750 The Public Warrants were classified as Level 1 measurements as the Public Warrants had an adequate trading volume to provide reliable indication since the Closing of the Merger. The Private Warrants have been classified as Level 2 since the Closing of the Merger. Both the Public Warrants and Private Warrants were valued at $2.75 as of March 31, 2022. The fair value of the Private Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Warrants have similar terms as the Public Warrants. The Public and Private Warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of the Company’s Public and Private Warrants liabilities (amounts in thousands): Public Warrants (Level 1) Private Warrants (Level 2) Total Warrants Fair value assumed upon the Closing of the Merger $ 12,938 $ 6,900 $ 19,838 Change in fair value 12,937 7,300 20,237 Fair value as of March 31, 2022 $ 25,875 $ 14,200 $ 40,075 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2017 Stock Incentive Plan In 2017, the Company adopted its 2017 Stock Incentive Plan (the “2017 Plan”) which provides for the granting of stock options, restricted stock, and RSUs to employees, directors, and consultants of the Company. Options granted under the 2017 Plan were either Incentive Stock Options (“ISOs”) or Nonqualified Stock Options (“NSOs”). Awards under the 2017 Plan may be granted for periods of up to ten years. Under the terms of the 2017 Plan, awards may be granted at an exercise price not less than the estimated fair value of the shares on the date of grant, as determined by the Company’s Board of Directors. For employees holding more than 10% of the voting rights of all classes of stock, the exercise price of ISOs and NSOs may not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. Awards generally vest over one 2020 Stock Incentive Plan In 2020, the Company adopted its 2020 Stock Incentive Plan (the “2020 Plan”) which superseded the previous 2017 Plan. The 2020 Plan provides for the granting of stock options, restricted stock, and RSUs to employees, directors, and consultants of the Company. Options granted under the 2020 Plan may be either Incentive Stock Options (“ISOs”) or Nonqualified Stock Options (“NSOs”). Awards under the 2020 Plan may be granted for periods of up to ten years. Under the terms of the 2020 Plan, awards may be granted at an exercise price not less than the estimated fair value of the shares on the date of grant, as determined by the Company’s Board of Directors. For employees holding more than 10% of the voting rights of all classes of stock, the exercise price of ISOs and NSOs may not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. Awards generally vest over one 2022 Equity Incentive Plan In 2022, the Company adopted its 2022 Equity Incentive Plan (the “2022 Plan”), which superseded the previous 2020 Plan, provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, and RSUs to employees, non-employee directors, and consultants of the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Plan. The number of shares of the Company’s common stock reserved for issuance under the 2022 Plan is approximately 15.5 million, plus up to approximately 8.3 million shares subject to awards granted under the 2017 and 2020 Plans. Additionally, beginning on March 1, 2022 and ending on (and including) March 31, 2031, the number of shares of the Company’s common stock that may be issued under the 2022 Plan will increase by a number of shares equal to the lesser of (i) 4.0% of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser number of shares (including zero) that the Company’s Board of Directors determines for the purposes of the annual increase for that fiscal year. Stock Option Activity Stock option activity for the three months ended March 31, 2022 is as follows (in thousands, except per share data): Options Outstanding Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance as of December 31, 2021 (1) 1,345 $ 5.35 9.11 $ 7,024 Stock options granted — — Stock options exercised (32) 5.43 Stock options forfeited, canceled, or expired (24) 5.43 Balance as of March 31, 2022 1,289 5.34 8.90 $ 19,481 Options exercisable as of March 31, 2022 685 4.49 8.58 $ 10,439 Options vested and expected to vest as of March 31, 2022 1,289 $ 5.34 8.90 $ 19,481 __________________ (1) The number of options prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. As of March 31, 2022, total unamortized stock-based compensation expense related to unvested awards that are expected to vest was $1.0 million . The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.85 years . The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing stock price of the Company’s common stock on the NYSE as of March 31, 2022. Restricted Stock Units The Company has granted two-tier RSUs under the 2020 Plan. These RSUs have both a service-based vesting condition and liquidity event-based vesting condition. The service-based vesting period for these awards is generally four years with a cliff vesting period of one year and continue to vest monthly thereafter. The liquidity event-based vesting condition was satisfied upon the closing of the Merger. RSU activity for the three months ended March 31, 2022 was as follows (in thousands, except per share data): Share Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2021 (1) 6,170 $ 14.33 RSUs granted 1,115 43.47 RSUs forfeited (133) 41.33 RSUs vested (2,637) 5.15 Nonvested balance as of March 31, 2022 4,515 $ 25.47 _________________ (1) The number of RSUs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. As of March 31, 2022, unrecognized stock-based compensation expense related to these RSUs wa s $13.7 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 3.47 years. Unvested Common Stock/Restricted Stock Awards The Company has certain common stocks that are subject to repurchase at the election of the Company. These repurchase rights expire over time and therefore are accounted for as unvested common stock. The Company has RSAs that vest upon the satisfaction of both a service-based condition and a liquidity event-based condition. The liquidity event-based vesting condition was satisfied upon the closing of the Merger. The following table summarizes information about outstanding unvested stock activities for the three months ended March 31, 2022 (in thousands, except per share data): Unvested Common Stock Weighted Average Grant Date Fair Value per Share Balances outstanding at December 31, 2021 (1) 5,520 $ 4.95 New grants or issues — — Common stock vested (3,578) 4.95 Balances outstanding at March 31, 2022 1,942 $ 4.95 _________________ (1) The number of RSAs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. As of March 31, 2022, unrecognized stock-based compensation expense related to these RSA s was $0.7 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 1.46 years. Stock-Based Compensation Expense Total stock-based compensation expense for the three months ended March 31, 2022 and 2021 is as follows (in thousands): Three Months Ended March 31, 2022 2021 Sales and marketing $ 490 $ 6 Research and development 3,781 — General and administrative 4,931 1 Total stock-based compensation expense $ 9,202 $ 7 Total stock-based compensation expense for the three months ended March 31, 2022 includes $7.1 million in expense that was recognized upon the Closing of the Merger, which included $3.9 million related to RSUs and $3.2 million related to RSAs. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company recorded a tax provision of $0.1 million and $0 for the three months ended March 31, 2022 and 2021, respectively. The Company has recorded a valuation allowance against substantially all of the Company’s net deferred tax assets. The Company provides for a valuation allowance when it is more likely than not that some portion of, or all of the Company’s deferred tax assets will not be realized. Due to the Company’s history of losses, the Company determined that it is not more likely than not to realize its deferred tax assets. |
NET LOSS PER SHARE OF COMMON ST
NET LOSS PER SHARE OF COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE OF COMMON STOCK | NET LOSS PER SHARE OF COMMON STOCKThe weighted-average number of shares of common stock outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. Shares of common stock issued as a result of the conversion of Legacy Energy Vault convertible preferred stock in connection with the closing of the Merger have been included in the basic net loss per share calculation on a prospective basis. Basic and diluted net loss per share attributable to common stockholders are calculated as follows (amounts in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Net loss $ (20,079) $ (28,995) Weighted-average shares outstanding – basic and diluted (1) 80,806 10,861 Net loss per share – basic and diluted $ (0.25) $ (2.67) _________________ (1) The weighted-average number of shares prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. There is no common stock and convertible preferred stock that were dilutive for the three months ended March 31, 2022 and 2021. Due to net losses for the three months ended March 31, 2022 and 2021, basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended March 31, 2022 2021 Public and Private Warrants 14,750 — Stock options 1,289 203 Convertible preferred stock — 70,669 RSUs 4,515 — Unvested Common Stock 1,942 2,262 Total 22,496 73,134 The 9.0 million shares of common stock equivalents subject to the Earn-Out Shares are excluded from the anti-dilutive table above as of March 31, 2022, as the underlying shares remain contingently issuable as the Earn-Out Triggering Events have not been satisfied. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIESIn connection with the Company’s licensing agreement with Atlas, the Company has committed to make a refundable contribution to Atlas in the amount of $25.0 million. The refundable contribution will be issued to Atlas during the period in which it begins construction on its first gravity energy storage system (“GESS”), and will be refunded to the Company upon Atlas’ first GESS reaching substantial completion and meeting certain performance metrics. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2021. The condensed balance sheet as of December 31, 2021, included herein, was derived from the consolidated financial statements of the Company as of that date. These unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary to present fairly the Company’s financial position as of March 31, 2022 and the Company’s results of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit activities, and the cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year. |
Principles of Consolidation | Principles of Consolidation These unaudited interim condensed consolidated financial statements include Energy Vault Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. Significant estimates made by management include, among others, valuation of inventory, pension obligations, fair value of financial instruments including embedded derivatives, stock-based compensation, valuation of deferred income tax assets, revenue recognition, and the estimated useful life of long-lived assets. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances, including those arising from the impacts of the COVID-19 pandemic, could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. |
Transaction Costs | Transaction CostsTransaction costs consist of direct legal, accounting, and other fees relating to the consummation of the Merger. These costs were initially capitalized as incurred in prepaid assets and other current assets in the condensed consolidated balance sheet. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ deficit while costs associated with the pubic and private warrants liabilities were expensed in the condensed consolidated statements of operations and comprehensive loss. |
Warrants | WarrantsThe Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s condensed consolidated statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statement of operations. |
Earn-Out Arrangement | Earn-Out Shares In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible Legacy Energy Vault stockholders immediately prior to the Closing, have the contingent right to receive an aggregate of 9.0 million shares of the Company’s common stock (“Earn-Out Shares”) upon the Company achieving each Earn-Out Triggering Event (defined below) during the period beginning on the 90th day following the Closing and ending in the third anniversary of such date (the “Earn-Out Period”). An “Earn-Out Triggering Event” means the date on which the closing price of the Company’s common stock quoted on the NYSE is greater than or equal to certain specified prices for any 20 trading days within a 30 consecutive day trading period. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company recognizes revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when, or as, control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the goods and services transferred. The Company determines revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer. (2) Identification of the performance obligations in the contract. (3) Determination of the transaction price. (4) Allocation of the transaction price to the performance obligations in the contract. (5) Recognition of revenue when, or as, a performance obligation is satisfied. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good or service relative to the option exercise price. The Company assesses whether each promised good or service is distinct for the purposes of identifying performance obligations in the contract. This assessment involves subjective determination and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered to be distinct provided that: (i) the customer can benefit from the good or service either on its own or together with the other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. For arrangements that include sales-based royalties, the Company recognizes royalty revenue when the related sales occur. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment and the transfer of the promised goods or services will be one year or less. As of March 31, 2022, the Company does not have any contracts that contain a significant financing component. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. Over time revenue recognition is based on the use of an output or input method. Building Energy Storage Projects To date, the Company has not recognized any revenue from the building of energy storage projects. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Operating Energy Storage Projects To date, the Company has not recognized any revenue related to providing operation services for its energy storage projects. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Energy Management Software as a Service To date, the Company has not recognized any revenue related to providing energy management software as a service. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Intellectual Property Licensing The Company enters into licensing agreements of its intellectual property that are within the scope of ASC 606. The terms of such licensing agreements include the license of functional intellectual property, given the functionality of the intellectual property is not expected to change substantially as a result of the licensor’s ongoing activities. The transaction price allocated to the licensing of intellectual property is recognized as revenue at a point in time when the licensed intellectual property is made available for the customer’s use and benefit. The Company recognized intellectual property licensing revenue of $42.9 million during the three months ended March 31, 2022. The revenue recognized during the three months ended March 31, 2022 was from one customer, Atlas Renewable LLC (“Atlas”), which was an investor in the Company’s PIPE. As part of the Company’s licensing agreement with Atlas, the Company will provide Atlas with a final update to its functional intellectual property upon the completion of the Company’s research and development activities related to the intellectual property that was provided to Atlas. The Company has identified the obligation to provide this update to Atlas as a performance obligation and has deferred $5.9 million of the transaction price. The $5.9 million will be recognized as revenue when the Company completes the transfer of the final technology update to Atlas. Additionally, the contract with Atlas includes variable consideration of $25 million due to the Company’s commitment to provide a $25 million refundable contribution to Atlas during the construction period of Atlas’ first project. The Company has considered this to be variable consideration as the Company will only be repaid the amount if Atlas’ first project reaches substantial completion and certain performance metrics are met. The Company has determined that it is probable that Atlas will reach substantial completion and meet the performance metrics to repay Energy Vault, therefore the variable consideration has been included in the transaction price. Royalty Revenue In connection with entering into intellectual property licensing agreements, the Company also enters into royalty agreements whereby the customer agrees to pay the Company a percentage of the customer’s future sales revenue that is generated by using the Company’s intellectual property. The Company has not recognized any royalty revenue to date, but will recognize royalty revenue at the point in time when the customer’s sales occur. Other Revenue |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The new accounting standard will be effective for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company does not expect that adoption of this standard will have a material impact on its consolidated financial statements. In August 2020, FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) . ASU 2020-06 simplifies the accounting for convertible instruments. In addition to eliminating certain accounting models, this ASU includes improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. In December 2020, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which simplifies the accounting for income taxes. ASU 2019-12 is effective for nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Summary of Reverse Recapitalization | The number of common stock issued immediately following the consumption of the Merger was as follows (amounts in thousands): Shares Legacy Energy Vault stock (1) 106,079 Novus pubic shares (2) 4,079 Novus sponsor shares (3) 3,975 PIPE shares 19,500 Total shares of Energy Vault common stock immediately after the Merger 133,633 __________________ (1) Excludes 9.0 million common shares issuable in earn-out arrangements as they are not issuable until 90 days after the Closing and are contingently issuable based upon the Company’s share price meeting certain thresholds. (2) Excludes 14.7 million warrants issued and outstanding as of the Closing of the Merger which includes 9.6 million public warrants and 5.2 million private warrants held by the Novus Sponsor. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 were as follows (amounts in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,315 $ — $ — $ 5,315 Derivative asset — conversion option (2) — — 350 350 Warrant liability (3) (25,875) (14,200) — (40,075) December 31, 2021 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,304 $ — $ — $ 5,304 Derivative asset — conversion option (2) — — 350 350 __________________ (1) Included in the line item cash and cash equivalents on the condensed consolidated balance sheets. (2) Refer to Note 6 - Convertible Note Receivable for further information. (3) Refer to Note 9 - Warrants for further information. |
Summary of Reconciliation of the Tranche Right Liability | The following table provides a reconciliation of the Tranche Right liability balance for the three months ended March 31, 2021 (amounts in thousands): Preferred Stock Tranche Liability Balance at January 1, 2021 $ — Change in fair value (24,102) Balance at March 31, 2021 $ (24,102) |
CONVERTIBLE NOTE RECEIVABLE (Ta
CONVERTIBLE NOTE RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Summary of Reconciliation of Asset Balance for the Embedded Derivative | A reconciliation of the beginning and ending asset balance for the embedded derivative in the DG Fuels Note is as follows (amounts in thousands): Derivative Conversion Option Balance at January 1, 2022 $ 350 Change in fair value — Balance at March 31, 2022 $ 350 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | As of March 31, 2022, and December 31, 2021, property and equipment, net consisted of the following (amounts in thousands): March 31, December 31, Brick machines $ 2,484 $ 2,515 Right-of-Use assets – vehicles 173 175 Furniture and equipment 228 176 Leasehold improvements 347 179 Demonstration & test equipment 11,078 11,218 Total property and equipment 14,310 14,263 Less: accumulated depreciation (3,558) (2,395) Property and equipment, net $ 10,752 $ 11,868 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Convertible Preferred Stock and Common Stock | As of December 31, 2021, the Company’s convertible preferred stock consisted of the following (amounts in thousands and adjusted for Merger exchange ratio): Shares Designated Shares Issued and Outstanding Liquidation Preference Series C preferred stock 14,787 14,787 $ 107,000 Series B-1 preferred stock 14,475 14,475 31,003 Series B preferred stock 14,651 14,651 25,003 Series A-2 preferred stock 5,087 5,087 3,555 Series A-1 preferred stock 6,950 6,950 3,076 Series Seed 2 preferred stock 4,240 4,240 934 Series Seed 1 preferred stock 11,190 11,190 753 Series FR preferred stock 14,360 14,360 25 85,740 85,740 $ 171,349 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Public and Private Warrants Activities | The following table summarizes the Public and Private Warrants activities for the three months ended March 31, 2022 (amounts in thousands): Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 9,583 5,167 14,750 Warrants exercised — — — Outstanding as of March 31, 2022 9,583 5,167 14,750 |
Summary of Public and Private Warrants Liabilities Fair Value | The following table presents the changes in the fair value of the Company’s Public and Private Warrants liabilities (amounts in thousands): Public Warrants (Level 1) Private Warrants (Level 2) Total Warrants Fair value assumed upon the Closing of the Merger $ 12,938 $ 6,900 $ 19,838 Change in fair value 12,937 7,300 20,237 Fair value as of March 31, 2022 $ 25,875 $ 14,200 $ 40,075 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity for the three months ended March 31, 2022 is as follows (in thousands, except per share data): Options Outstanding Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance as of December 31, 2021 (1) 1,345 $ 5.35 9.11 $ 7,024 Stock options granted — — Stock options exercised (32) 5.43 Stock options forfeited, canceled, or expired (24) 5.43 Balance as of March 31, 2022 1,289 5.34 8.90 $ 19,481 Options exercisable as of March 31, 2022 685 4.49 8.58 $ 10,439 Options vested and expected to vest as of March 31, 2022 1,289 $ 5.34 8.90 $ 19,481 __________________ (1) The number of options prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Restricted Stock Units Activity | RSU activity for the three months ended March 31, 2022 was as follows (in thousands, except per share data): Share Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2021 (1) 6,170 $ 14.33 RSUs granted 1,115 43.47 RSUs forfeited (133) 41.33 RSUs vested (2,637) 5.15 Nonvested balance as of March 31, 2022 4,515 $ 25.47 _________________ (1) The number of RSUs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Outstanding Unvested Stock Activities | The following table summarizes information about outstanding unvested stock activities for the three months ended March 31, 2022 (in thousands, except per share data): Unvested Common Stock Weighted Average Grant Date Fair Value per Share Balances outstanding at December 31, 2021 (1) 5,520 $ 4.95 New grants or issues — — Common stock vested (3,578) 4.95 Balances outstanding at March 31, 2022 1,942 $ 4.95 _________________ (1) The number of RSAs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Stock-based Compensation Expense | Total stock-based compensation expense for the three months ended March 31, 2022 and 2021 is as follows (in thousands): Three Months Ended March 31, 2022 2021 Sales and marketing $ 490 $ 6 Research and development 3,781 — General and administrative 4,931 1 Total stock-based compensation expense $ 9,202 $ 7 |
NET LOSS PER SHARE OF COMMON _2
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders are calculated as follows (amounts in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Net loss $ (20,079) $ (28,995) Weighted-average shares outstanding – basic and diluted (1) 80,806 10,861 Net loss per share – basic and diluted $ (0.25) $ (2.67) _________________ (1) The weighted-average number of shares prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Outstanding Balances of Common Share Equivalent Securities Excluded from Computation of Earnings Per Share | The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended March 31, 2022 2021 Public and Private Warrants 14,750 — Stock options 1,289 203 Convertible preferred stock — 70,669 RSUs 4,515 — Unvested Common Stock 1,942 2,262 Total 22,496 73,134 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands, shares in Millions | Feb. 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Transaction costs | $ 44,800 | $ 20,586 | $ 0 | |
Revenue | 42,884 | $ 0 | ||
Contract with customer, refund liability | $ 25,000 | |||
Additional Paid-In Capital | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | $ 24,200 | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Number of earn-out shares (in shares) | 9 | 9 | ||
Prepaid Expenses and Other Current Assets | ||||
Business Acquisition [Line Items] | ||||
Deferred merger related transaction costs | $ 4,100 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Performance Obligation (Details) $ in Millions | Mar. 31, 2022USD ($) |
Accounting Policies [Abstract] | |
Performance obligation and deferred transaction price | $ 5.9 |
REVERSE RECAPITALIZATION - Narr
REVERSE RECAPITALIZATION - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 11, 2022USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / sharesshares |
Business Acquisition [Line Items] | ||||
Proceeds from reverse recapitalization | $ | $ 235,800 | |||
Cash, net of redemptions, held in Novus’ trust account | $ | 40,800 | |||
Sale of stock, consideration received on transaction | $ | $ 195,000 | |||
Shares price (in dollars per share) | $ / shares | $ 10 | |||
Transaction costs | $ | $ 44,800 | $ 20,586 | $ 0 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock issued (in shares) | shares | 133,633,000 | 20,432,000 | ||
Common stock outstanding (in shares) | shares | 133,633,000 | 133,633,000 | 20,432,000 | |
Energy Vault Holdings Inc | ||||
Business Acquisition [Line Items] | ||||
Proceeds from reverse recapitalization | $ | $ 191,000 | |||
Consideration paid (in shares) | shares | 106,100,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Exchange ratio | 6.7735 | |||
Legacy Energy Vault | ||||
Business Acquisition [Line Items] | ||||
Common stock outstanding (in shares) | shares | 106,079,000 | |||
Additional Paid-In Capital | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | $ | $ 24,200 | |||
Common Stock | Energy Vault Holdings Inc | ||||
Business Acquisition [Line Items] | ||||
Common stock issued (in shares) | shares | 20,400,000 | |||
Common stock outstanding (in shares) | shares | 20,400,000 |
REVERSE RECAPITALIZATION - Sche
REVERSE RECAPITALIZATION - Schedule of Reverse Recapitalization (Details) - shares | Feb. 11, 2022 | Mar. 31, 2022 | Mar. 08, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Common stock outstanding (in shares) | 133,633,000 | 133,633,000 | 20,432,000 | ||
Shares issued (in shares) | 19,500,000 | ||||
Warrants outstanding (in shares) | 14,750,000 | 14,750,000 | |||
Warrants issued (in shares) | 14,700,000 | ||||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Shares issued (in shares) | [1] | 27,553,000 | |||
Number of earn-out shares (in shares) | 9,000,000 | 9,000,000 | |||
Public Warrants | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding (in shares) | 9,583,000 | 9,583,000 | |||
Warrants issued (in shares) | 9,600,000 | ||||
Private warrants | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding (in shares) | 5,167,000 | 5,167,000 | |||
Warrants issued (in shares) | 5,200,000 | ||||
Novus | |||||
Business Acquisition [Line Items] | |||||
Common stock issuable upon exercise of warrants (in shares) | 14,700,000 | ||||
Novus | Public Warrants | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding (in shares) | 9,600,000 | ||||
Novus | Private warrants | |||||
Business Acquisition [Line Items] | |||||
Warrants outstanding (in shares) | 5,200,000 | ||||
Novus | Public Shares | |||||
Business Acquisition [Line Items] | |||||
Shares issued (in shares) | 4,079,000 | ||||
Novus | Sponsor Shares | |||||
Business Acquisition [Line Items] | |||||
Shares issued (in shares) | 3,975,000 | ||||
Common shares that have transfer restrictions based on certain thresholds (in shares) | 1,600,000 | ||||
Legacy Energy Vault | |||||
Business Acquisition [Line Items] | |||||
Common stock outstanding (in shares) | 106,079,000 | ||||
[1] | The number of shares of convertible preferred stock and common stock prior to the Merger (defined in Note 1) have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger as described in Note 1 and Note 3. |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring basis - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 5,315 | $ 5,304 |
Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 350 | 350 |
Public and Private Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (40,075) | |
Level 1 | Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 5,315 | 5,304 |
Level 1 | Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 1 | Public and Private Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (25,875) | |
Level 2 | Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 2 | Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 2 | Public and Private Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (14,200) | |
Level 3 | Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 3 | Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 350 | $ 350 |
Level 3 | Public and Private Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ 0 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Tranche Right Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at January 1, 2021 | $ 0 |
Change in fair value | (24,102) |
Balance at March 31, 2021 | $ 24,102 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Note payable agreement | Shareholder lender | ||
Related Party Transaction [Line Items] | ||
Transaction amount | $ 1.5 | |
Consulting fees | Father of an executive officer | ||
Related Party Transaction [Line Items] | ||
Transaction amount | 0.1 | $ 0.1 |
Prototype construction labor costs | Brother of an employee | ||
Related Party Transaction [Line Items] | ||
Transaction amount | $ 0.1 | $ 0.1 |
CONVERTIBLE NOTE RECEIVABLE - N
CONVERTIBLE NOTE RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Oct. 31, 2021 | Mar. 31, 2022 | |
Receivables [Abstract] | ||
Principal balance of promissory note | $ 1,000 | |
Maturity date description | The maturity date is the earlier of (i) 30 days after a demand for payment is made by the Company at any time after the two year anniversary of the date of issuance of the note; (ii) the four year anniversary of the date of issuance of the note; (iii) five days following a Financial Close (“Financial Close” means a project finance style closing by DG Fuels or its subsidiary of debt and equity capital to finance the construction of that certain biofuel facility currently under development by DG Fuels), or (iv) upon an event of default determined at the discretion of the Company. | |
Annual interest rate | 10.00% | |
Note converted into equity securities | $ 20,000 | |
Note converted into equity securities at discount price | 20.00% | |
Interest income | $ 16 | |
Fair value of embedded derivative asset | $ 400 | |
Contractual interest | 8 | |
Amortization of debt discount | $ 8 |
CONVERTIBLE NOTE RECEIVABLE - R
CONVERTIBLE NOTE RECEIVABLE - Reconciliation of Embedded Derivative Beginning and Ending Asset Balance (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance at the beginning | $ 350 |
Change in fair value | 0 |
Balance at the end | $ 350 |
PROPERTY AND EQUIPMENT, NET- Sc
PROPERTY AND EQUIPMENT, NET- Schedule of Property and Equipment, net (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Right-of-Use assets – vehicles | $ 173,000 | $ 175,000 | |
Property and equipment and finance lease right-of-use asset, before accumulated depreciation | 14,310,000 | 14,263,000 | |
Less: accumulated depreciation | (3,558,000) | (2,395,000) | |
Property and equipment, net and finance lease right-of-use asset, after accumulated depreciation | 10,752,000 | 11,868,000 | |
Depreciation | 1,200,000 | $ 17,000 | |
Impairments of long-lived assets | 0 | $ 0 | |
Brick machines | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 2,484,000 | 2,515,000 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 228,000 | 176,000 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 347,000 | 179,000 | |
Demonstration & test equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 11,078,000 | $ 11,218,000 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) | Feb. 11, 2022 | May 16, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock shares outstanding (in shares) | 85,740,000 | |||
Dividends declared | ||||
Class of Stock [Line Items] | ||||
Dividends declared | $ 0 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Issue of new common stock shares (in shares) | 27,600,000 | |||
Conversion of stock, shares converted (in shares) | 3,000,000 | |||
Conversion of stock, new shares issued (in shares) | 106,100,000 | |||
Redeemable convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Issued and outstanding redeemable convertible preferred stock cancelled (in shares) | 85,600,000 | |||
Preferred stock exchange ratio | 6.7735 | |||
Non-cumulative dividends (as a percent) | 8.00% | |||
Preferred stock conversion, sale of common stock per share minimum (in usd per share) | $ 49.0258 | |||
Preferred stock conversion, sale of common stock gross proceeds minimum | $ 50,000,000 | |||
Deemed liquidation event notification period | 90 days | |||
Conversion of stock, shares converted (in shares) | 12,700,000 | |||
Redeemable convertible preferred stock | Common Stock Including Additional Paid in Capital | ||||
Class of Stock [Line Items] | ||||
Conversion of stock, amount converted | $ 182,000,000 | |||
Redeemable convertible preferred stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock converted (in shares) | 85,600,000 | |||
Redeemable convertible preferred stock | Common Stock | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock converted (in shares) | 93,258 | |||
Series C preferred stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock shares outstanding (in shares) | 14,787,000 | |||
Shares of common stock reserved | 93,000 | |||
Series C preferred stock | Preferred Stock | One Shareholder | ||||
Class of Stock [Line Items] | ||||
Preferred stock shares outstanding (in shares) | 13,768 |
STOCKHOLDERS_ EQUITY - Converti
STOCKHOLDERS’ EQUITY - Convertible Preferred Stock (Details) shares in Thousands, $ in Thousands | Dec. 31, 2021USD ($)shares |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 85,740 |
Shares Issued (in shares) | 85,740 |
Shares Outstanding (in shares) | 85,740 |
Liquidation Preference | $ | $ 171,349 |
Series C preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,787 |
Shares Issued (in shares) | 14,787 |
Shares Outstanding (in shares) | 14,787 |
Liquidation Preference | $ | $ 107,000 |
Series B-1 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,475 |
Shares Issued (in shares) | 14,475 |
Shares Outstanding (in shares) | 14,475 |
Liquidation Preference | $ | $ 31,003 |
Series B preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,651 |
Shares Issued (in shares) | 14,651 |
Shares Outstanding (in shares) | 14,651 |
Liquidation Preference | $ | $ 25,003 |
Series A-2 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 5,087 |
Shares Issued (in shares) | 5,087 |
Shares Outstanding (in shares) | 5,087 |
Liquidation Preference | $ | $ 3,555 |
Series A-1 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 6,950 |
Shares Issued (in shares) | 6,950 |
Shares Outstanding (in shares) | 6,950 |
Liquidation Preference | $ | $ 3,076 |
Series Seed 2 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 4,240 |
Shares Issued (in shares) | 4,240 |
Shares Outstanding (in shares) | 4,240 |
Liquidation Preference | $ | $ 934 |
Series Seed 1 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 11,190 |
Shares Issued (in shares) | 11,190 |
Shares Outstanding (in shares) | 11,190 |
Liquidation Preference | $ | $ 753 |
Series FR preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,360 |
Shares Issued (in shares) | 14,360 |
Shares Outstanding (in shares) | 14,360 |
Liquidation Preference | $ | $ 25 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - $ / shares | Mar. 13, 2022 | Mar. 31, 2022 | Mar. 08, 2022 | Feb. 11, 2022 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 14,750,000 | 14,750,000 | ||
Number of shares per warrant (in shares) | 1 | |||
Warrant expiration period | 5 years | |||
Novus | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock issuable upon exercise of warrants (in shares) | 14,700,000 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 9,583,000 | 9,583,000 | ||
Warrant exercise price per share (in usd per share) | $ 11.50 | |||
Public Warrants | Novus | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 9,600,000 | |||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 5,167,000 | 5,167,000 | ||
Private Warrants | Novus | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 5,200,000 |
WARRANTS - Public Warrants Narr
WARRANTS - Public Warrants Narrative (Details) | Feb. 11, 2022$ / shares |
Class of Warrant or Right [Line Items] | |
Number of trading days average price | 10 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Redemption period after prior written notice | 30 days |
Number of trading days for redemption | 20 days |
Trading day period for redemption | 30 days |
Warrant exercise price per share (in usd per share) | $ 11.50 |
Redemption period after exercisable | 90 days |
Public Warrants | Redemption, stock equals or exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per warrant (usd per share) | $ 0.01 |
Trading price for warrant redemption (in usd per share) | 18 |
Public Warrants | Redemption, stock equals or exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per warrant (usd per share) | 0.10 |
Trading price for warrant redemption (in usd per share) | $ 10 |
WARRANTS - Warrants Rollforward
WARRANTS - Warrants Rollforward (Details) shares in Thousands | 2 Months Ended |
Mar. 31, 2022shares | |
Class of Warrant or Right [Line Items] | |
Warrants assumed upon the Closing of the Merger (in shares) | 14,750 |
Warrants exercised (in shares) | 0 |
Outstanding as of March 31, 2022 (in shares) | 14,750 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants assumed upon the Closing of the Merger (in shares) | 9,583 |
Warrants exercised (in shares) | 0 |
Outstanding as of March 31, 2022 (in shares) | 9,583 |
Private Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants assumed upon the Closing of the Merger (in shares) | 5,167 |
Warrants exercised (in shares) | 0 |
Outstanding as of March 31, 2022 (in shares) | 5,167 |
WARRANTS - Private Warrants Nar
WARRANTS - Private Warrants Narrative (Details) - $ / shares | Mar. 31, 2022 | Feb. 11, 2022 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price per share (in usd per share) | $ 11.50 | |
Level 1 | Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price per share (in usd per share) | $ 2.75 | |
Level 2 | Private warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price per share (in usd per share) | $ 2.75 |
WARRANTS - Warrants Liabilities
WARRANTS - Warrants Liabilities (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Change in fair value of warrant liability | $ 20,237 | $ 0 | |
Recurring basis | |||
Class of Warrant or Right [Line Items] | |||
Fair value assumed upon the Closing of the Merger | $ 19,838 | ||
Change in fair value of warrant liability | 20,237 | ||
Fair value as of March 31, 2022 | 40,075 | 40,075 | |
Public Warrants | Recurring basis | Level 1 | |||
Class of Warrant or Right [Line Items] | |||
Fair value assumed upon the Closing of the Merger | 12,938 | ||
Change in fair value of warrant liability | 12,937 | ||
Fair value as of March 31, 2022 | 25,875 | 25,875 | |
Private Warrants | Recurring basis | Level 2 | |||
Class of Warrant or Right [Line Items] | |||
Fair value assumed upon the Closing of the Merger | 6,900 | ||
Change in fair value of warrant liability | 7,300 | ||
Fair value as of March 31, 2022 | $ 14,200 | $ 14,200 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 9,202 | $ 7 | ||
Merger | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 7,100 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation expense | $ 1,000 | |||
Stock-based compensation expense expected recognized period | 2 years 10 months 6 days | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense expected recognized period | 3 years 5 months 19 days | |||
Unrecognized stock-based compensation expense | $ 13,700 | |||
Restricted Stock Units | Merger | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 3,900 | |||
Restricted Stock Units | Service-based vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Restricted Stock Units | Cliff vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Restricted Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense expected recognized period | 1 year 5 months 15 days | |||
Unrecognized stock-based compensation expense | $ 700 | |||
Restricted Stock | Merger | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 3,200 | |||
2017 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award grant period | 10 years | |||
Voting rights in percentage | 10.00% | |||
Minimum percentage of exercise price for options granted for employees who hold more than 10% | 110.00% | |||
2020 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award grant period | 10 years | |||
Voting rights in percentage | 10.00% | |||
Minimum percentage of exercise price for options granted for employees who hold more than 10% | 110.00% | |||
2022 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 15,500,000 | |||
Annual shares authorized increase, percent of outstanding shares | 4.00% | |||
2022 Equity Incentive Plan, Shares From Prior Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 8,300,000 | |||
Minimum | 2017 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Minimum | 2020 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Minimum | 2022 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Annual shares authorized increase, Board of Directors decision (in shares) | 0 | |||
Maximum | 2017 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Maximum | 2020 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, beginning balance (in shares) | 1,345 | |
Number of options, stock options granted (in shares) | 0 | |
Number of options, stock options exercised (in shares) | (32) | |
Number of options, stock options forfeited, canceled, or expired (in shares) | (24) | |
Number of options, ending balance (in shares) | 1,289 | 1,345 |
Number of options, options exercisable (in shares) | 685 | |
Number of options, options vested and expected to vest (in shares) | 1,289 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price per share, beginning balance (in dollars per share) | $ 5.35 | |
Weighted average exercise price per share, stock options granted (in dollars per share) | 0 | |
Weighted average exercise price per share, stock options exercised (in dollars per share) | 5.43 | |
Weighted average exercise price per share, stock options forfeited, canceled, or expired (in dollars per share) | 5.43 | |
Weighted average exercise price per share, ending balance (in dollars per share) | 5.34 | $ 5.35 |
Weighted average exercise price per share, options exercisable (in dollars per share) | 4.49 | |
Weighted average exercise price per share, options vested and expected to vest (in dollars per share) | $ 5.34 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (in years) | 8 years 10 months 24 days | 9 years 1 month 9 days |
Weighted average remaining contractual term (in years), options exercisable | 8 years 6 months 29 days | |
Weighted average remaining contractual term (in years), options vested and expected to vest | 8 years 10 months 24 days | |
Aggregate intrinsic value, beginning balance | $ 7,024 | |
Aggregate intrinsic value, ending balance | 19,481 | $ 7,024 |
Aggregate intrinsic value, options exercisable | 10,439 | |
Aggregate intrinsic value, options vested and expected to vest | $ 19,481 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Weighted Average Grant Date Fair Value per Share | |
Weighted average grant date fair value per share, beginning balance (in dollars per share) | $ 4.95 |
Weighted average grant date fair value per share, RSUs granted (in dollars per share) | 0 |
Weighted average grant date fair value per share, RSUs vested (in dollars per share) | 4.95 |
Weighted average grant date fair value per share, ending balance (in dollars per share) | $ 4.95 |
Restricted stock units | |
Unvested Common Stock | |
Shares, beginning balance (in shares) | shares | 6,170 |
Shares, RSUs granted (in shares) | shares | 1,115 |
Shares, RSUs forfeited (in shares) | shares | (133) |
Shares, RSUs vested (in shares) | shares | (2,637) |
Shares, ending balance (in shares) | shares | 4,515 |
Weighted Average Grant Date Fair Value per Share | |
Weighted average grant date fair value per share, beginning balance (in dollars per share) | $ 14.33 |
Weighted average grant date fair value per share, RSUs granted (in dollars per share) | 43.47 |
Weighted average grant date fair value per share, RSUs forfeited (in dollars per share) | 41.33 |
Weighted average grant date fair value per share, RSUs vested (in dollars per share) | 5.15 |
Weighted average grant date fair value per share, ending balance (in dollars per share) | $ 25.47 |
STOCK-BASED COMPENSATION - Outs
STOCK-BASED COMPENSATION - Outstanding Unvested Stock Activities (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Weighted Average Grant Date Fair Value per Share | |
Weighted average grant date fair value per share, beginning balance (in dollars per share) | $ / shares | $ 4.95 |
Weighted average grant date fair value per share, RSUs granted (in dollars per share) | $ / shares | 0 |
Weighted average grant date fair value per share, RSUs vested (in dollars per share) | $ / shares | 4.95 |
Weighted average grant date fair value per share, ending balance (in dollars per share) | $ / shares | $ 4.95 |
Unvested Common Stock | |
Unvested Common Stock | |
Shares, beginning balance (in shares) | shares | 5,520 |
New grants or issues (in shares) | shares | 0 |
Common stock vested (in shares) | shares | (3,578) |
Shares, ending balance (in shares) | shares | 1,942 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 9,202 | $ 7 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 490 | 6 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 3,781 | 0 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 4,931 | $ 1 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 128 | $ 0 |
NET LOSS PER SHARE OF COMMON _3
NET LOSS PER SHARE OF COMMON STOCK - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (20,079) | $ (28,995) |
Weighted-average shares outstanding – Basic (in shares) | 80,806,000 | 10,861,000 |
Weighted-average shares outstanding – Diluted (in shares) | 80,806,000 | 10,861,000 |
Net loss per share – Basic (in dollars per share) | $ (0.25) | $ (2.67) |
Net loss per share – Diluted (in dollars per share) | $ (0.25) | $ (2.67) |
NET LOSS PER SHARE OF COMMON _4
NET LOSS PER SHARE OF COMMON STOCK - Narrative (Details) - shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Feb. 11, 2022 | |
Common Stock | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Number of dilutive shares | 0 | ||
Number of earn-out shares (in shares) | 9,000,000 | 9,000,000 | |
Convertible Preferred Stock | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Number of dilutive shares | 0 |
NET LOSS PER SHARE OF COMMON _5
NET LOSS PER SHARE OF COMMON STOCK - Common Share Equivalent Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,496 | 73,134 |
Public and Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,750 | 0 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,289 | 203 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 70,669 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,515 | 0 |
Unvested Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,942 | 2,262 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Contract with customer, refund liability | $ 25 |