Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2023 | |
Document Information [Line Items] | |
Entity Registrant Name | Movella Holdings Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001839132 |
Entity Primary SIC Number | 7372 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 98-1575384 |
Entity Address, Address Line One | 3535 Executive Terminal Drive, Suite 110 |
Entity Address, City or Town | Henderson |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89052 |
City Area Code | 310 |
Local Phone Number | 481-1800 |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Dennis Calderon |
Entity Address, Address Line One | 3535 Executive Terminal Drive, Suite 110 |
City Area Code | 310 |
Local Phone Number | 481-1800 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 62,096,000 | $ 14,334,000 | $ 11,166,000 |
Accounts receivable, net of allowance | 4,716,000 | 6,690,000 | 4,478,000 |
Inventories | 6,570,000 | 5,164,000 | 4,535,000 |
Prepaid expenses and other current assets | 5,657,000 | 3,274,000 | 2,308,000 |
Current assets from discontinued operations | 291,000 | ||
Prepaid expenses | 1,409,000 | 1,029,000 | 1,006,000 |
Total current assets | 79,039,000 | 29,462,000 | 22,778,000 |
Capitalized equity issuance costs and other assets | 1,735,000 | 4,265,000 | 110,000 |
Non-marketable equity securities | 25,285,000 | 25,285,000 | 25,000,000 |
Intangible assets, net | 843,000 | 5,807,000 | 20,902,000 |
Deferred tax assets | 86,000 | 86,000 | |
Right-of-use assets | 3,107,000 | 3,281,000 | 0 |
Goodwill | 36,666,000 | 36,381,000 | 38,584,000 |
Property and equipment, net | 2,362,000 | 2,361,000 | 2,734,000 |
Total Assets | 149,123,000 | 106,928,000 | 110,108,000 |
Current liabilities | |||
Accounts payable | 3,896,000 | 5,967,000 | 2,528,000 |
Accrued expenses | 7,356,000 | 7,944,000 | 5,622,000 |
Line of credit and current portion of long-term debt | 148,000 | 148,000 | 1,353,000 |
Payable to Kinduct sellers – current | 0 | 4,303,000 | 5,954,000 |
Current portion of deferred revenue | 3,159,000 | 3,334,000 | 2,422,000 |
Current liabilities from discontinued operations | 357,000 | ||
Due to related party | 0 | 6,186,000 | 0 |
Total current liabilities | 14,559,000 | 21,696,000 | 18,236,000 |
Long-term portion of term debt | 43,187,000 | 25,649,000 | 8,396,000 |
Convertible notes, net – related party | 0 | 6,186,000 | |
Operating lease liabilities and other non-current liabilities | 2,982,000 | 3,088,000 | 371,000 |
Deferred revenue, net of current portion | 1,389,000 | 1,344,000 | 1,170,000 |
Warrant liabilities | 1,513,000 | 0 | |
Deferred tax liabilities, net | 222,000 | ||
Derivative warrant liabilities | 100,000 | ||
Total liabilities | 63,630,000 | 57,963,000 | 28,395,000 |
Commitments and Contingencies | |||
Mezzanine equity | |||
Total mezzanine equity | 185,183,000 | 182,499,000 | |
Shareholders' Deficit: | |||
Common stock | 1,000 | 1,000 | 1,000 |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 0 | 185,183,000 | 182,499,000 |
Additional paid-in capital | 206,428,000 | 692,000 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (1,386,000) | (1,646,000) | 1,431,000 |
Accumulated deficit | (126,180,000) | (142,016,000) | (109,601,000) |
Total stockholders' deficit | 78,863,000 | (142,969,000) | (100,786,000) |
Non-controlling interest in subsidiaries | 6,630,000 | 6,751,000 | 7,383,000 |
Total stockholders' deficit | 85,493,000 | (136,218,000) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 149,123,000 | 106,928,000 | 110,108,000 |
Series D1 Convertible Preferred Stock [Member] | |||
Mezzanine equity | |||
Convertible preferred stock | 41,991,000 | 39,307,000 | |
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 41,991,000 | 39,307,000 | |
Series A Convertible Preferred Stock [Member] | |||
Mezzanine equity | |||
Convertible preferred stock | 9,950,000 | 9,950,000 | |
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 9,950,000 | 9,950,000 | |
Series B Convertible Preferred Stock [Member] | |||
Mezzanine equity | |||
Convertible preferred stock | 24,680,000 | 24,680,000 | |
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 24,680,000 | 24,680,000 | |
Series C Convertible Preferred Stock [Member] | |||
Mezzanine equity | |||
Convertible preferred stock | 37,032,000 | 37,032,000 | |
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 37,032,000 | 37,032,000 | |
Series D Convertible Preferred Stock [Member] | |||
Mezzanine equity | |||
Convertible preferred stock | 30,780,000 | 30,780,000 | |
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 30,780,000 | 30,780,000 | |
Series E Convertible Preferred Stock [Member] | |||
Mezzanine equity | |||
Convertible preferred stock | 40,750,000 | 40,750,000 | |
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 40,750,000 | 40,750,000 | |
PATHFINDER ACQUISITION CORPORATION [Member] | |||
Current assets: | |||
Cash and cash equivalents | 76,535 | 21,217 | |
Prepaid expenses | 82,593 | 713,426 | |
Total current assets | 159,128 | 734,643 | |
Investments held in Trust Account | 328,636,388 | 325,028,452 | |
Total Assets | 328,795,516 | 325,763,095 | |
Current liabilities | |||
Accounts payable | 301,335 | 200,984 | |
Accrued expenses | 6,945,000 | 330,565 | |
Due to related party | 61,116 | 61,116 | |
Note payable | 1,000,000 | 250,000 | |
Total current liabilities | 8,307,451 | 842,665 | |
Derivative warrant liabilities | 2,472,500 | 6,342,500 | |
Deferred underwriting commissions | 0 | 11,375,000 | |
Total liabilities | 10,779,951 | 18,560,165 | |
Commitments and Contingencies | |||
Shareholders' Deficit: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2022 and 2021 | |||
Common stock | |||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,125,000 shares issued and outstanding as of December 31, 2022 and 2021 | 813 | 813 | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 328,536,388 | 325,000,000 | |
Additional paid-in capital | |||
Accumulated deficit | (10,521,636) | (17,797,883) | |
Total stockholders' deficit | (10,520,823) | (17,797,070) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 328,795,516 | 325,763,095 | |
Revision of Prior Period, Adjustment [Member] | |||
Shareholders' Deficit: | |||
Total stockholders' deficit | (142,969,000) | (108,169,000) | |
Previously Reported [Member] | |||
Current liabilities | |||
Current portion of deferred revenue | 400,000 | 400,000 | |
Shareholders' Deficit: | |||
Total stockholders' deficit | (136,218,000) | ||
Total stockholders' deficit | (136,218,000) | $ (100,786,000) | |
Preferred Stock [Member] | Nonredeemable Convertible Preferred Stock [Member] | |||
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | 0 | 143,192,000 | |
Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | |||
Shareholders' Deficit: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,500,000 shares at redemption value of approximately $10.11 and $10.00 as of December 31, 2022 and 2021, respectively | $ 0 | $ 41,991,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for credit loss, current | $ 440 | $ 144 | $ 20 |
Convertible preferred shares authorized | 66,971,605 | 66,971,605 | |
Convertible preferred shares outstanding | 0 | 56,361,224 | 56,355,551 |
Ordinary shares, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.0001 |
Ordinary shares, authorized | 900,000,000 | 46,430,391 | 95,000,000 |
Common stock, shares issued (in shares) | 50,693,308 | 6,231,947 | 12,751,023 |
Common stock, shares outstanding (in shares) | 50,693,308 | 6,231,947 | 9,184,092 |
Previously Reported [Member] | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||
Ordinary shares, authorized | 95,000,000 | ||
Common stock, shares issued (in shares) | 12,751,023 | ||
Common stock, shares outstanding (in shares) | 9,184,092 | ||
PATHFINDER ACQUISITION CORPORATION [Member] | |||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, authorized | 1,000,000 | 1,000,000 | |
Preference shares, issued | 0 | 0 | |
Preference shares, outstanding | 0 | 0 | |
Common stock, shares issued (in shares) | 32,500,000 | 32,500,000 | |
Common stock, shares outstanding (in shares) | 32,500,000 | 32,500,000 | |
Class A Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares subject to possible redemption | 32,500,000 | 32,500,000 | |
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 10.11 | $ 10 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, authorized | 300,000,000 | 300,000,000 | |
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Class B Ordinary Shares [Member] | |||
Common stock, shares issued (in shares) | 8,125,000 | 8,125,000 | |
Common stock, shares outstanding (in shares) | 8,125,000 | 8,125,000 | |
Class B Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, authorized | 30,000,000 | 30,000,000 | |
Common stock, shares issued (in shares) | 8,125,000 | 8,125,000 | |
Common stock, shares outstanding (in shares) | 8,125,000 | 8,125,000 | |
Nonredeemable Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Convertible preferred shares authorized | 20,000,000 | 29,524,294 | |
Ordinary shares subject to possible redemption | 0 | 24,338,566 | |
Convertible preferred shares outstanding | 0 | 24,338,566 | |
Mezzanine equity, liquidation preference | $ 146,548 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Convertible preferred shares authorized | 0 | 3,207,472 | |
Ordinary shares subject to possible redemption | 0 | 3,207,472 | |
Convertible preferred shares outstanding | 0 | 3,207,472 | |
Mezzanine equity, liquidation preference | $ 30,000 | ||
Series D1 Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred shares authorized | 6,562,724 | 6,562,724 | |
Ordinary shares subject to possible redemption | 6,562,724 | 6,562,724 | |
Convertible preferred shares outstanding | 6,562,724 | 6,562,724 | |
Preferred stock, liquidation preference, value | $ 30,000 | $ 30,000 | |
Series A Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred shares authorized | 10,000,000 | 10,000,000 | |
Ordinary shares subject to possible redemption | 10,000,000 | 10,000,000 | |
Convertible preferred shares outstanding | 10,000,000 | 10,000,000 | |
Preferred stock, liquidation preference, value | $ 10,000 | $ 10,000 | |
Series B Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred shares authorized | 11,791,929 | 11,791,929 | |
Ordinary shares subject to possible redemption | 8,747,602 | 8,747,602 | |
Convertible preferred shares outstanding | 8,747,602 | 8,741,929 | |
Preferred stock, liquidation preference, value | $ 24,816 | $ 24,800 | |
Series B Convertible Preferred Stock [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||
Convertible preferred shares outstanding | 8,741,929 | 8,741,929 | |
Series C Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred shares authorized | 13,122,055 | 13,122,055 | |
Ordinary shares subject to possible redemption | 13,122,055 | 13,122,055 | |
Convertible preferred shares outstanding | 13,122,055 | 13,122,055 | |
Preferred stock, liquidation preference, value | $ 37,226 | $ 37,226 | |
Series D Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred shares authorized | 7,470,088 | 7,470,088 | |
Ordinary shares subject to possible redemption | 7,470,088 | 7,470,088 | |
Convertible preferred shares outstanding | 7,470,088 | 7,470,088 | |
Preferred stock, liquidation preference, value | $ 31,043 | $ 31,043 | |
Series E Convertible Preferred Stock [Member] | |||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred shares authorized | 18,024,809 | 18,024,809 | |
Ordinary shares subject to possible redemption | 10,458,755 | 10,458,755 | |
Convertible preferred shares outstanding | 10,458,755 | 10,458,755 | |
Preferred stock, liquidation preference, value | $ 43,463 | $ 43,463 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues [Abstract] | ||||
Total revenues | $ 9,167,000 | $ 9,508,000 | $ 40,466,000 | $ 34,414,000 |
Cost of Revenue [Abstract] | ||||
Total cost of revenues | 3,571,000 | 4,702,000 | 21,294,000 | 16,461,000 |
Gross profit | 5,596,000 | 4,806,000 | 19,172,000 | 17,953,000 |
Operating Expenses [Abstract] | ||||
Research and development | 2,904,000 | 3,536,000 | 13,258,000 | 14,014,000 |
Sales and marketing | 3,480,000 | 3,440,000 | 12,324,000 | 10,710,000 |
General and administrative expenses | 3,957,000 | 3,337,000 | 14,697,000 | 12,943,000 |
Impairment of intangible assets | 4,657,000 | 0 | 7,164,000 | |
Operating expenses | 14,998,000 | 10,313,000 | 47,443,000 | 37,667,000 |
Loss from operations | (9,402,000) | (5,507,000) | (28,271,000) | (19,714,000) |
Other income (expenses) | ||||
Loss on debt extinguishment | (107,000) | 0 | (646,000) | 0 |
Change in fair value of warrant liabilities | 1,390,000 | 0 | 396,000 | 0 |
Debt issuance costs | (7,945,000) | 0 | (2,389,000) | |
Revaluation of debt, net | 31,868,000 | 0 | (300,000) | |
Interest expense | (172,000) | (400,000) | ||
Interest income | 256,000 | 4,000 | ||
Other income (expense), net | (115,000) | 83,000 | ||
Interest expense, net | (2,167,000) | (1,965,000) | ||
Other income, net | 613,000 | 2,148,000 | ||
Income (loss) before income taxes | 15,773,000 | (5,820,000) | (33,160,000) | (19,531,000) |
Income tax expense | 58,000 | 15,000 | (113,000) | (728,000) |
Net loss from continuing operations | (33,047,000) | (18,803,000) | ||
Loss from discontinued operations (net of tax) | (156,000) | |||
Net income (loss) | 15,715,000 | (5,835,000) | (33,047,000) | (18,959,000) |
Net loss attributable to non-controlling interests | (121,000) | (239,000) | (632,000) | (1,300,000) |
Net income (loss) attributable to Movella Holdings Inc. | 15,836,000 | (5,596,000) | ||
Deemed dividend from accretion of Series D-1 preferred stock | (316,000) | (659,000) | (2,684,000) | (2,511,000) |
Net income (loss) attributable to common stockholders | $ 15,520,000 | $ (6,255,000) | $ (35,099,000) | $ (20,170,000) |
Net loss per share from continuing operations, basic | $ (3.11) | $ (2.2) | ||
Net loss per share from continuing operations, diluted | (3.11) | (2.2) | ||
Net loss per share from discontinued operations, basic | 0 | (0.02) | ||
Net loss per share from discontinued operations, diluted | $ 0 | $ (0.02) | ||
Weighted average shares outstanding of ordinary share, basic (in Shares) | 30,440,497 | 4,529,543 | 11,285,170 | 9,101,819 |
Weighted Average Number of Shares Outstanding, Diluted | 44,562,485 | 4,529,543 | 11,285,170 | 9,101,819 |
Basic net income (loss) per share (in Dollars per share) | $ 0.51 | $ (1.38) | $ (3.11) | $ (2.22) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.36 | $ (1.38) | $ (3.11) | $ (2.22) |
Product [Member] | ||||
Revenues [Abstract] | ||||
Total revenues | $ 7,659,000 | $ 8,100,000 | $ 34,283,000 | $ 28,848,000 |
Cost of Revenue [Abstract] | ||||
Total cost of revenues | 2,361,000 | 3,589,000 | 15,223,000 | 12,049,000 |
Service [Member] | ||||
Revenues [Abstract] | ||||
Total revenues | 1,508,000 | 1,408,000 | 6,183,000 | 5,566,000 |
Cost of Revenue [Abstract] | ||||
Total cost of revenues | $ 1,210,000 | $ 1,113,000 | 6,071,000 | 4,412,000 |
Movella INC [Member] | ||||
Other income (expenses) | ||||
Net income (loss) attributable to Movella Holdings Inc. | (32,415,000) | (17,659,000) | ||
PATHFINDER ACQUISITION CORPORATION [Member] | ||||
Operating Expenses [Abstract] | ||||
General and administrative expenses | 7,920,300 | 1,367,321 | ||
General and administrative expenses—related party | 120,000 | 110,000 | ||
Loss from operations | (8,040,300) | (1,477,321) | ||
Other income (expenses) | ||||
Change in fair value of warrant liabilities | 3,870,000 | 9,997,500 | ||
Change in fair value of derivative warrant liabilities | 3,870,000 | 9,997,500 | ||
Gain from settlement of deferred underwriting commissions | 345,800 | |||
Offering costs associated with derivative warrant liabilities | (575,330) | |||
Income from investments held in Trust Account | 3,607,935 | 28,452 | ||
Net income (loss) | (216,565) | 7,973,301 | ||
Net income (loss) attributable to Movella Holdings Inc. | (216,565) | 7,973,301 | ||
PATHFINDER ACQUISITION CORPORATION [Member] | Class A Ordinary Shares [Member] | ||||
Other income (expenses) | ||||
Net income (loss) attributable to common stockholders | $ (173,252) | $ 6,201,121 | ||
Weighted average shares outstanding of ordinary share, basic (in Shares) | 32,500,000 | 28,136,986 | ||
Weighted Average Number of Shares Outstanding, Diluted | 32,500,000 | 28,136,986 | ||
Basic net income (loss) per share (in Dollars per share) | $ (0.01) | $ 0.22 | ||
Net income (loss) per share, diluted (in dollars per share) | $ (0.01) | $ 0.22 | ||
PATHFINDER ACQUISITION CORPORATION [Member] | Class B Ordinary Shares [Member] | ||||
Other income (expenses) | ||||
Net income (loss) attributable to common stockholders | $ (43,313) | $ 1,772,180 | ||
Weighted average shares outstanding of ordinary share, basic (in Shares) | 8,125,000 | 8,041,096 | ||
Weighted Average Number of Shares Outstanding, Diluted | 8,125,000 | 8,125,000 | ||
Basic net income (loss) per share (in Dollars per share) | $ (0.01) | $ 0.22 | ||
Weighted average shares outstanding of Class B ordinary share (in Shares) | 8,125,000 | 8,125,000 | ||
Net income (loss) per share, diluted (in dollars per share) | $ (0.01) | $ 0.22 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ 15,715 | $ (5,835) | $ (33,047) | $ (18,959) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustments, net of tax | 260 | 20 | (3,077) | (1,456) |
Comprehensive income (loss) | 15,975 | (5,815) | (36,124) | (20,415) |
Comprehensive loss attributable to non-controlling interests | (121) | (239) | (632) | (1,300) |
Comprehensive income (loss) attributable to Movella Holdings Inc. | $ 16,096 | $ (5,576) | $ (35,492) | $ (19,115) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Total | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Ordinary Shares [Member] | Ordinary Shares [Member] Previously Reported [Member] | Ordinary Shares [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Total [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] Previously Reported [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Previously Reported [Member] | Non-controlling interests [Member] | Non-controlling interests [Member] Previously Reported [Member] | Class B [Member] | Convertible Debt [Member] | Convertible Debt [Member] Ordinary Shares [Member] | Convertible Debt [Member] Additional Paid-in Capital [Member] | Warrant [Member] Ordinary Shares [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member] Previously Reported [Member] | Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | Non-redeemable convertible preferred stock | Non-redeemable convertible preferred stock Preferred Stock [Member] | Non-redeemable convertible preferred stock Preferred Stock [Member] Previously Reported [Member] | Non-redeemable convertible preferred stock Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | PATHFINDER ACQUISITION CORPORATION [Member] Additional Paid-in Capital [Member] | PATHFINDER ACQUISITION CORPORATION [Member] Accumulated Deficit [Member] | PATHFINDER ACQUISITION CORPORATION [Member] Class A [Member] | PATHFINDER ACQUISITION CORPORATION [Member] Class A [Member] Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] Class B [Member] | PATHFINDER ACQUISITION CORPORATION [Member] Class B [Member] Ordinary Shares [Member] |
Beginning balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2020 | 6,562,724 | (3,355,252) | 49,792,827 | (25,457,033) | |||||||||||||||||||||||||||||||
Beginning balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2020 | 6,562,724 | 49,792,827 | |||||||||||||||||||||||||||||||||
Beginning balance, mezzanine equity at Dec. 31, 2020 | $ 36,796,000 | $ 39,307,000 | $ 143,222,000 | $ 143,192,000 | |||||||||||||||||||||||||||||||
Beginning balance, common stock, shares outstanding (in shares) at Dec. 31, 2020 | 9,184,092 | (4,695,450) | |||||||||||||||||||||||||||||||||
Beginning balance, Common stock at Dec. 31, 2020 | $ (100,786,000) | $ 1,000 | $ 0 | $ 1,431,000 | $ (109,601,000) | $ 7,383,000 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 1,000 | $ 0 | $ (77,765,000) | $ 2,887,000 | $ (90,500,000) | $ 9,847,000 | $ 17,000 | $ 24,137 | $ (8,000) | $ 863 | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 9,050,160 | 0 | 8,625,000 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 786,000 | 786,000 | |||||||||||||||||||||||||||||||||
Accretion of Series D-1 convertible preferred stock | (1,069,000) | (2,511,000) | (1,442,000) | $ 2,511,000 | |||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Shares | 133,932 | 133,932 | |||||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Value | 58,000 | 58,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock warrants | 225,000 | 225,000 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (1,456,000) | (1,456,000) | |||||||||||||||||||||||||||||||||
Excess cash received over the fair value of the private warrants | 2,040,000 | 2,040,000 | |||||||||||||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption amount | (27,827,371) | (2,064,137) | (25,763,234) | ||||||||||||||||||||||||||||||||
Forfeiture of Class B ordinary shares | 50 | $ (50) | |||||||||||||||||||||||||||||||||
Forfeiture of Class B ordinary shares (in Shares) | 0 | (500,000) | |||||||||||||||||||||||||||||||||
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital | (50) | 50 | |||||||||||||||||||||||||||||||||
Issuance cost of Series E preferred stock | $ (30,000) | ||||||||||||||||||||||||||||||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount - accumulated deficit | 17,947,372 | ||||||||||||||||||||||||||||||||||
Dissolution of TDI entity | (1,164,000) | (1,164,000) | |||||||||||||||||||||||||||||||||
Net income (loss) | $ (18,959,000) | (18,959,000) | (17,659,000) | (1,300,000) | 7,973,301 | 7,973,301 | |||||||||||||||||||||||||||||
Ending balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2021 | 56,355,551 | 3,207,472 | (3,355,252) | 24,335,794 | (25,459,934) | ||||||||||||||||||||||||||||||
Ending balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2021 | 6,562,724 | 49,792,827 | |||||||||||||||||||||||||||||||||
Ending balance, mezzanine equity at Dec. 31, 2021 | $ 182,499,000 | $ 39,307,000 | $ 143,192,000 | $ 325,000,000 | |||||||||||||||||||||||||||||||
Ending balance, common stock, shares outstanding (in shares) at Dec. 31, 2021 | 9,184,092 | 9,184,092 | 4,488,642 | (6,519,076) | 8,125,000 | 32,500,000 | 0 | 8,125,000 | |||||||||||||||||||||||||||
Ending balance, Common stock at Dec. 31, 2021 | (100,786,000) | $ (108,169,000) | $ 1,000 | 1,431,000 | (109,601,000) | 7,383,000 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ (100,786,000) | $ 1,000 | 0 | (100,786,000) | 1,431,000 | (109,601,000) | 7,383,000 | $ (17,797,070) | (17,797,883) | $ 813 | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 9,184,092 | 0 | 8,125,000 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 313,000 | 313,000 | |||||||||||||||||||||||||||||||||
Accretion of Series D-1 convertible preferred stock | (659,000) | (418,000) | (241,000) | $ 659,000 | |||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Shares | 88,217 | ||||||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Value | 87,000 | 87,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock warrants | 18,000 | 18,000 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | 20,000 | 20,000 | |||||||||||||||||||||||||||||||||
Net income (loss) | (5,835,000) | (5,596,000) | (239,000) | ||||||||||||||||||||||||||||||||
Ending balance, mezzanine equity, shares outstanding (in shares) at Mar. 31, 2022 | 3,207,472 | 24,335,794 | |||||||||||||||||||||||||||||||||
Ending balance, mezzanine equity at Mar. 31, 2022 | $ 39,966,000 | $ 143,192,000 | |||||||||||||||||||||||||||||||||
Ending balance, common stock, shares outstanding (in shares) at Mar. 31, 2022 | 4,576,859 | ||||||||||||||||||||||||||||||||||
Ending balance, Common stock at Mar. 31, 2022 | $ (106,842,000) | $ 1,000 | 0 | 1,451,000 | (115,438,000) | 7,144,000 | |||||||||||||||||||||||||||||
Beginning balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2021 | 56,355,551 | 3,207,472 | (3,355,252) | 24,335,794 | (25,459,934) | ||||||||||||||||||||||||||||||
Beginning balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2021 | 6,562,724 | 49,792,827 | |||||||||||||||||||||||||||||||||
Beginning balance, mezzanine equity at Dec. 31, 2021 | $ 182,499,000 | $ 39,307,000 | $ 143,192,000 | $ 325,000,000 | |||||||||||||||||||||||||||||||
Beginning balance, common stock, shares outstanding (in shares) at Dec. 31, 2021 | 9,184,092 | 9,184,092 | 4,488,642 | (6,519,076) | 8,125,000 | 32,500,000 | 0 | 8,125,000 | |||||||||||||||||||||||||||
Beginning balance, Common stock at Dec. 31, 2021 | $ (100,786,000) | (108,169,000) | $ 1,000 | 1,431,000 | (109,601,000) | 7,383,000 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ (100,786,000) | $ 1,000 | 0 | (100,786,000) | 1,431,000 | (109,601,000) | 7,383,000 | $ (17,797,070) | (17,797,883) | $ 813 | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 9,184,092 | 0 | 8,125,000 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 1,699,000 | 1,699,000 | |||||||||||||||||||||||||||||||||
Accretion of Series D-1 convertible preferred stock | (2,684,000) | (2,684,000) | $ 2,684,000 | ||||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Shares | 3,566,931 | 3,566,931 | |||||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Value | 1,659,000 | 1,659,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock warrants | 18,000 | 18,000 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (3,077,000) | (3,077,000) | |||||||||||||||||||||||||||||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount - accumulated deficit | 7,492,812 | 7,492,812 | |||||||||||||||||||||||||||||||||
Issuance of common stock upon conversion of Convertible notes, (in shares) | 5,673 | ||||||||||||||||||||||||||||||||||
Net income (loss) | $ (33,047,000) | (33,047,000) | (32,415,000) | (632,000) | (216,565) | (216,565) | |||||||||||||||||||||||||||||
Ending balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2022 | 56,361,224 | 3,207,472 | 3,207,472 | 6,562,724 | 24,338,566 | 24,338,566 | 49,798,500 | ||||||||||||||||||||||||||||
Ending balance, mezzanine equity, shares outstanding (in shares) at Dec. 31, 2022 | 6,562,724 | 49,798,500 | |||||||||||||||||||||||||||||||||
Ending balance, mezzanine equity at Dec. 31, 2022 | $ 185,183,000 | $ 41,991,000 | $ 41,991,000 | $ 143,192,000 | $ 143,192,000 | $ 328,536,388 | |||||||||||||||||||||||||||||
Ending balance, common stock, shares outstanding (in shares) at Dec. 31, 2022 | 6,231,947 | 9,184,092 | 12,751,023 | 12,751,023 | 6,231,947 | 8,125,000 | 32,500,000 | 0 | 8,125,000 | ||||||||||||||||||||||||||
Ending balance, Common stock at Dec. 31, 2022 | $ (136,218,000) | $ (136,218,000) | $ (142,969,000) | $ 1,000 | $ 1,000 | 692,000 | $ 692,000 | (1,646,000) | $ (1,646,000) | (142,016,000) | $ (142,016,000) | 6,751,000 | $ 6,751,000 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | (142,969,000) | $ (136,218,000) | $ 1,000 | 692,000 | $ (136,218,000) | (1,646,000) | (142,016,000) | 6,751,000 | $ (10,520,823) | $ (10,521,636) | $ 813 | ||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 12,751,023 | 0 | 8,125,000 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense | 664,000 | 664,000 | |||||||||||||||||||||||||||||||||
Accretion of Series D-1 convertible preferred stock | $ (316,000) | (316,000) | 316,000 | ||||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Shares | 3,970 | 3,970 | |||||||||||||||||||||||||||||||||
Issuance of common stock for exercise of options, Value | $ 10,000 | 10,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock in connection with Business Combination Agreement, net of redemptions and transaction costs | 13,359,000 | 13,359,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock in connection with business combination, net (in shares) | 15,954,708 | ||||||||||||||||||||||||||||||||||
Issuance of common stock upon conversion of Preferred stock | $ (42,307,000) | $ (143,192,000) | |||||||||||||||||||||||||||||||||
Issuance of common stock upon conversion of Preferred stock (in shares) | (3,207,472) | (24,338,566) | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | 260,000 | 260,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock upon conversion of Convertible notes | 185,499,000 | $ 0 | 185,499,000 | 0 | 0 | 0 | $ 6,520,000 | $ 6,520,000 | |||||||||||||||||||||||||||
Issuance of common stock upon conversion of Convertible notes, (in shares) | 27,583,963 | 651,840 | 266,880 | ||||||||||||||||||||||||||||||||
Net income (loss) | $ 15,715,000 | 15,836,000 | (121,000) | ||||||||||||||||||||||||||||||||
Ending balance, mezzanine equity, shares outstanding (in shares) at Mar. 31, 2023 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Ending balance, mezzanine equity at Mar. 31, 2023 | $ 0 | ||||||||||||||||||||||||||||||||||
Ending balance, common stock, shares outstanding (in shares) at Mar. 31, 2023 | 50,693,308 | 50,693,308 | |||||||||||||||||||||||||||||||||
Ending balance, Common stock at Mar. 31, 2023 | $ 85,493,000 | $ 1,000 | $ 206,428,000 | $ (1,386,000) | $ (126,180,000) | $ 6,630,000 | |||||||||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 78,863,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 15,715,000 | $ (5,835,000) | $ (33,047,000) | $ (18,959,000) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | (1,390,000) | 0 | (396,000) | 0 |
Right-of-use assets | 174,000 | 0 | ||
Gain on revaluation of debt, net | (31,868,000) | 0 | 300,000 | |
Non-cash interest expense from deferred payout accretion | 57,000 | 0 | ||
Non-cash interest expense from note accretion | 61,000 | 76,000 | ||
Allowance for credit losses | 296,000 | 0 | ||
Depreciation and amortization | 672,000 | 1,852,000 | 7,919,000 | 7,280,000 |
Stock-based compensation expense | 664,000 | 313,000 | 1,699,000 | 786,000 |
Provision for excess and obsolete inventories | 265,000 | 0 | ||
Impairment of intangible assets | 4,657,000 | 0 | 7,164,000 | 0 |
Loss on disposals of property and equipment | 0 | 24,000 | ||
Unrealized loss (gain) on marketable securities | 0 | 58,000 | 58,000 | (67,000) |
Accretion of convertible notes, net | 369,000 | 0 | ||
Accretion of Kinduct deferred payout | 451,000 | 543,000 | ||
Amortization of debt discount and debt issuance costs | 52,000 | 69,000 | 371,000 | 249,000 |
Deferred income taxes | (308,000) | (1,037,000) | ||
Loss on revaluation of debt | 300,000 | 0 | ||
Loss on debt extinguishment | 107,000 | 0 | 646,000 | 0 |
Debt issuance costs | 7,945,000 | 0 | 2,389,000 | 0 |
Unrealized gain on non-marketable equity securities | (285,000) | 0 | ||
Gain from dissolution of TDI entity | 0 | (665,000) | ||
Gain on forgiveness of PPP loan | 0 | (612,000) | ||
Changes in operating assets and liabilities: | ||||
Accounts payable | 629,000 | (1,046,000) | 564,000 | 1,157,000 |
Accrued expenses and other liabilities | (397,000) | (297,000) | 793,000 | (1,189,000) |
Accounts receivable | 1,788,000 | 728,000 | (2,351,000) | (1,100,000) |
Inventories | (1,229,000) | (1,063,000) | (1,330,000) | (2,185,000) |
Government subsidy receivable | (1,416,000) | 0 | ||
Prepaid expenses and other assets | (1,408,000) | (50,000) | 182,000 | 3,342,000 |
Other assets | (1,594,000) | 10,000 | (31,000) | 28,000 |
Other receivables | 0 | 1,086,000 | ||
Deferred revenue | (235,000) | 514,000 | 1,431,000 | 401,000 |
Increase (Decrease) in Other Operating Liabilities | (136,000) | (74,000) | 13,000 | 159,000 |
Net cash used in operating activities | (5,440,000) | (4,745,000) | (14,550,000) | (10,759,000) |
Cash Flows from Investing Activities: | ||||
Purchase of intangibles | (15,000) | (153,000) | (153,000) | 0 |
Proceeds from licensing of IP - MEMSIC | 0 | 9,686,000 | ||
Purchases of property and equipment | (191,000) | (215,000) | (600,000) | (1,877,000) |
Net cash used in investing activities | (206,000) | (368,000) | (753,000) | 7,809,000 |
Cash Flows from Financing Activities: | ||||
Payment of deferred payout to Kinduct sellers | (4,360,000) | 0 | ||
Principal payments of loans | 0 | (280,000) | ||
Repayment of loans using proceeds from Venture Linked Notes | (25,557,000) | 0 | ||
Payment of equity issuance costs | (18,682,000) | 0 | ||
Proceeds from Business Combination | 36,048,000 | 0 | ||
Proceeds from Venture Linked Notes | 75,000,000 | 0 | ||
Proceeds from term loans and revolving line of credit, net | 0 | 943,000 | 547,000 | 8,298,000 |
Net proceeds from Pre-Close Notes | 25,000,000 | 0 | ||
Payment of debt issuance costs | (8,791,000) | 0 | (1,534,000) | (118,000) |
Repayment of loans using proceeds from Pre-Close Notes | (9,549,000) | 0 | ||
Proceeds from issuance of convertible notes | 0 | 4,873,000 | 4,873,000 | 0 |
Principal payments of loans | (346,000) | (14,893,000) | ||
Payment of deferred payout to Kinduct sellers (Note 17) | (1,000,000) | 0 | ||
Costs incurred on issuance of Series E preferred stock | (30,000) | |||
Payment of debt extinguishment costs | (470,000) | 0 | ||
Payment of equity issuance costs in advance of offering | (990,000) | 0 | ||
Proceeds from the exercise of stock options | 10,000 | 87,000 | 1,659,000 | 58,000 |
Net cash provided by financing activities | 53,668,000 | 5,623,000 | 18,190,000 | (6,685,000) |
Effect of foreign exchange rate changes on cash and equivalents | (260,000) | (219,000) | 281,000 | (40,000) |
Net increase in cash | 47,762,000 | 291,000 | 3,168,000 | (9,675,000) |
Cash—beginning of the year | 14,334,000 | 11,166,000 | 11,166,000 | 20,841,000 |
Cash—end of the year | 62,096,000 | 11,457,000 | 14,334,000 | 11,166,000 |
Supplemental Cash Flow Information [Abstract] | ||||
Non cash Capitalized Equity Issuance Costs | 4,248,000 | 0 | ||
Acquisition of warrant liabilities | 2,903,000 | 0 | ||
Issuance of warrants to lender | 0 | 18,000 | ||
Preferred Stock, Accretion of Redemption Discount | 316,000 | 659,000 | 2,684,000 | 2,511,000 |
Accretion of Series D-1 convertible preferred Stock | 2,684,000 | 2,511,000 | ||
Issuance of convertible notes in exchange for Kinduct deferred payout | 0 | 1,148,000 | 1,148,000 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | 0 | 4,280,000 | 4,280,000 | 0 |
Debt and equity issuance costs financed through accounts payable or accrued liabilities | 3,989,000 | 0 | ||
Issuance of common stock upon conversion, value | 0 | 499,000 | ||
Issuance of warrants to lender | 18,000 | 225,000 | ||
Cash paid for interest | 557,000 | 207,000 | 1,051,000 | 863,000 |
Cash paid for taxes, net of refunds | 59,000 | 47,000 | 217,000 | 956,000 |
PATHFINDER ACQUISITION CORPORATION [Member] | ||||
Cash Flows from Operating Activities: | ||||
Net income (loss) | (216,565) | 7,973,301 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | (3,870,000) | (9,997,500) | ||
Gain from settlement of deferred underwriting commissions allocated to derivative warrant liabilities | (345,800) | |||
Offering costs associated with derivative warrant liabilities | 575,330 | |||
Income from investments held in Trust Account | (3,607,935) | (28,452) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 630,832 | (696,426) | ||
Accounts payable | 100,350 | 200,984 | ||
Accrued expenses and other liabilities | 6,614,436 | 235,566 | ||
Net cash used in operating activities | (694,682) | (1,737,197) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (325,000,000) | |||
Net cash used in investing activities | (325,000,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 750,000 | 392,358 | ||
Repayment of note payable to related party | (129,181) | |||
Proceeds received from initial public offering | 325,000,000 | |||
Proceeds received from private placement | 8,500,000 | |||
Offering costs paid | (7,004,763) | |||
Net cash provided by financing activities | 750,000 | 326,758,414 | ||
Net increase in cash | 55,318 | 21,217 | ||
Cash—beginning of the year | 76,535 | 21,217 | 21,217 | |
Cash—end of the year | 76,535 | 21,217 | ||
Supplemental Cash Flow Information [Abstract] | ||||
Offering costs included in accrued expenses | 70,000 | |||
Offering costs paid by related party under promissory note | 47,937 | |||
Deferred underwriting commissions in connection with the initial public offering | 11,375,000 | |||
Extinguishment of deferred underwriting commissions allocated to Public Shares | $ 11,029,200 | 0 | ||
Accretion of Series D-1 convertible preferred Stock | $ 27,827,372 | |||
Preferred Stock [Member] | ||||
Supplemental Cash Flow Information [Abstract] | ||||
Issuance of common stock upon conversion, value | 185,499,000 | 0 | ||
Convertible Debt [Member] | ||||
Supplemental Cash Flow Information [Abstract] | ||||
Issuance of common stock upon conversion, value | $ 6,520,000 | $ 0 |
Overview and Summary of Signifi
Overview and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Summary of Significant Accounting Policies | 1. Overview and Summary of Significant Accounting Policies Description of Business Movella Holdings Inc. ( the “Company” or “New Movella” or “Movella) is a global full-stack provider of integrated sensors, software, and analytics that enable the digitization of movement. Movella’s solutions accelerate innovation and enable our customers, partners, and users to create extraordinary outcomes. Movella powers real-time character movement in digital environments, transforms movement into digital data that provides meaningful and actionable insights, renders digitized movement to enable the creation of sophisticated and true-to-life animated content, creates new forms of monetizable IP with unique biomechanical digital content, and provides spatial movement orientation and positioning data. Partnering with leading global brands such as Electronic Arts, EPIC Games, 20th Century Studios, Netflix, Toyota, Siemens and over 2,000 customers in total, Movella currently serves the entertainment, health and sports, and automation and mobility markets. Additionally, Movella believes it is well-positioned to provide critical enabling solutions for applications in emerging high-growth markets such as the Metaverse, next-generation gaming, live streaming, digital health, and autonomous robots with recently introduced offerings and products currently in development. Movella Inc. (“Legacy Movella”) was incorporated in the state of Delaware on August 14, 2009. Previously the Company was known as mCube Inc, and on September 27, 2021, the Company was renamed to Movella TM . The Company is headquartered in Henderson, Nevada and has subsidiaries in the Netherlands, Canada, United States, Taiwan, China, and India. Merger with Pathfinder Acquisition Corporation On February 10, 2023, (the “Closing Date”), Movella Holdings Inc., a Delaware corporation (formerly known as Pathfinder Acquisition Corporation (“Pathfinder”)), consummated the previously announced business combination (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated October 3, 2022 (the “Business Combination Agreement”), by and among Pathfinder, Motion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pathfinder (“Merger Sub”) and Movella Inc., a Delaware corporation. On the Closing Date, promptly following the consummation of the Domestication, Merger Sub merged with and into Movella (the “Merger”), with Movella continuing as the surviving company in the Merger and, after giving effect to the Merger, Movella became a wholly owned subsidiary of New Movella (the time that the Merger became effective being referred to as the “Effective Time”). Pathfinder’s Class A ordinary shares, public warrants and the Pathfinder Units were historically quoted on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PFDR,” “PFDRW,” and “PFDRU,” respectively. On the Closing Date, the Pathfinder Units automatically separated into the component securities and, as a result, no longer trade as a separate security. On February 13, 2023, the New Movella Common Stock and warrants began trading on Nasdaq under the symbols “MVLA” and “MVLAW,” respectively. See Note 4. Reverse Recapitalization for additional information. The Company accounted for the Business Combination as a reverse recapitalization whereby Legacy Movella was determined as the accounting acquirer and PFDR as the accounting acquiree. This determination was primarily based on: • Legacy Movella stockholders having the largest voting interest in New Movella; • the board of directors of New Movella having seven members, and Legacy Movella’s former stockholders having the ability to nominate the majority of the members of the board of directors; • Legacy Movella management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; • the post-combination company assuming the Legacy Movella name; • New Movella maintaining the pre-existing Legacy Movella headquarters; and • the intended strategy of New Movella being a continuation of Legacy Movella’s strategy. Accordingly, the Business Combination was treated as the equivalent of Legacy Movella issuing stock for the net assets of Pathfinder, accompanied by a recapitalization. The net assets of Pathfinder are stated at historical cost, with no goodwill or other intangible assets recorded. While Pathfinder was the legal acquirer in the Business Combination, because Legacy Movella was determined as the accounting acquirer, the historical financial statements of Legacy Movella became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying unaudited interim condensed consolidated financial statements reflect (i) the historical operating results of Legacy Movella prior to the Business Combination; (ii) the combined results of the Company and Legacy Movella following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Movella at their historical cost; and (iv) the Company’s equity structure for all periods presented. In connection with the Business Combination, the Company has converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of New Movella’s common stock issued to Legacy Movella’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to Legacy Movella’s convertible preferred stock and common stock prior to the Business Combination have been retroactively converted as shares by applying the exchange ratio of approximately 0.4887 established in the Business Combination. As of March 31, 2023, the Company incurred a total of $29.2 million of business combination related costs which principally consisted of advisory, legal, other professional fees, debt discount and debt issuance costs. The Company expensed $1.6 million related to the Venture Linked Notes in the twelve months ended December 31, 2022 and an additional $7.9 million related to the Venture Linked Notes in the three months ended March 31, 2023. Upon consummation of the business combination agreement in February 2023, $19.7 million of transaction costs have been recorded as a reduction in the proceeds from the business combination. Basis of Presentation and Principles of Consolidation The information contained herein has been prepared by Movella Holdings Inc. (the “Company”) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and joint ventures in which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The information at March 31, 2023 and the results of the Company’s operations for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, except otherwise disclosed herein, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods presented. These unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto included elsewhere herein. Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not affect total revenues, costs and expenses, net loss, assets, liabilities or stockholders’ deficit. Except as set forth below, the accounting policies used in preparing these unaudited condensed consolidated financial statements are the same as those described in the Company’s financial statements for the year ended December 31, 2022. There were no material changes to our significant accounting policies and estimates during the three months ended March 31, 2023 with the exception of the addition of policies relating to the FP Venture Linked Notes and assumed warrant liabilities. The results of operations for the interim periods presente d Liquidity The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company has incurred recurring losses from operations and net cash used in operating activities including a net loss from operations of $9.4 million and net cash used in operating activities of $5.4 million for the three months ended March 31, 2023. The Company has cash, cash equivalents, and marketable securities of $62.1 million; there are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.2 million held outside of the U.S. by its subsidiaries in China and $1.0 million held by its joint venture entity in China as of March 31, 2023. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its investors to fund operations, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. On February 10, 2023, the Company consummated the Business Combination Agreement with Pathfinder Acquisition Corporation whereby through a series of transactions, the Company received approximately $58.0 million of net cash proceeds after transaction costs and repayment of debt. See Note 4. Reverse Recapitalization for additional details. The Note Purchase Agreement also contains a financial covenant requiring the Company and its subsidiaries to achieve positive EBITDA on a consolidated basis for the most recently ended four-quarter period, commencing with the last day of the fiscal quarter ending June 30, 2024 and as of the last day of each fiscal quarter thereafter. With the cash, cash equivalents, and marketable securities on hand at March 31, 2023, the Company believes the actions it has taken, and the measures it may take in the future, will provide sufficient liquidity to fund operations and capital expenditures over the next twelve months. The Company may seek to raise additional capital, which could be in the form of loans, convertible debt or equity, to fund future operating requirements and capital expenditures. The Company’s liquidity is highly dependent on its ability to increase revenues, control operating costs, and raise additional capital. The Company continues to closely monitor expenses to assess whether any immediate changes are necessary to enhance its liquidity. There can be no assurance that the Company will be able to raise additional capital on favorable terms, or execute on any other means of improving liquidity as described above. Reclassification Certain reclassifications have been made to the Company’s condensed consolidated financial statements for the three months ended March 31, 2022 to conform to the current period’s condensed consolidated financial statement presentation. The reclassifications had no impact on total revenues, expenses, assets, liabilities, stockholders’ deficit, cash flows from operating activities, cash flows from investing activities, or cash flows from financing activities for all periods presented. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Such estimates include, but are not limited to, measurement of valuation allowances relating to accounts receivable, inventories and deferred tax assets; estimates of future payouts for customer incentives and allowances and warranties; uncertain tax positions; incremental borrowing rates; fair values of stock-based compensation, fair value of embedded derivatives, fair value of the Venture Linked Notes, and valuation of common stock, preferred stock and warrants; estimates and assumptions used in connection with business combinations; useful lives of long-lived assets including intangible assets and property and equipment; revenue recognition; and future cash flows used to assess and test for impairment of goodwill and long-lived assets, if applicable. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require a material update to its estimates or judgments or an adjustment of the carrying value of its assets or liabilities as of March 31, 2023. However, these estimates may change as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to the Company’s condensed consolidated financial statements in future reporting periods. Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products as forecasted, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Segment Reporting The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single Cash and Cash Equivalents T he Company’s cash and cash equivalents consist of highly liquid investments with insignificant interest rate risk and original maturities of three months of less at the time of purchase. Cash and cash equivalents include demand deposits and money market accounts. Interest is accrued as earned. Cash and cash equivalents are recorded at cost, which approximates fair value. Approximately $ 3.5 million and $4.1 million of the Company’s cash and cash equivalents balance were held outside of the U.S. as of March 31, 2023 and December 31, 2022, respectively. There are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.2 million held outside of the U.S. by its subsidiaries in China and $1.0 million held by its joint venture entity in China as of March 31, 2023. Debt Instruments Venture Linked Notes As permitted under ASC 825, Financial Instruments the Company has elected the fair value option to account for its Francisco Partners Venture Linked Notes (the “Venture Linked Notes”) primarily to avoid the separate recognition of certain linked instruments in the consolidated statements of operations. In accordance with ASC 825, the Company records the Venture Linked Notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. As a result of applying the fair value option, $0.8 million of direct costs and fees related to the Pre-Close Notes and $1.6 million related to the Venture Linked Notes was expensed during the year ended December 31, 2022 and an additional $7.9 million related to the Venture Linked Notes was expensed upon consummation of the Business Combination Agreement in February 2023. Deferred Payout On September 23, 2020, the Company acquired 100% of the issued and outstanding equity of Kinduct Technology, Inc. (“Kinduct”), a privately held company, in the business of developing intelligent health, fitness, and sport performance software. Related to the acquisition of Kinduct the Company agreed to three deferred cash installment payments totaling $10.0 million with a fair value of $9.4 million. The deferred payout schedule was $2.0 million due on March 23, 2021, $2.0 million due on September 23, 2021, and $6.0 million due on March 23, 2022. As of December 31, 2022, the Company had paid $4.0 million for the first two deferred cash installment payments with the remaining $6.0 million of installment payments partially satisfied with an exchange of $1.1 million owed under the deferred payout for convertible notes. See Note 5. Debt and Note 12. Related Party Transactions for more information on the convertible notes. Any amounts that were due and payable under the deferred payout agreement were accruing interest at 12% until paid in full. On December 16, 2022, the Company reached an agreement with the former owners of Kinduct to satisfy in full the remaining balance of the deferred payout, with $1.0 million paid on December 20, 2022 and quarterly installments of $0.5 million due beginning March 31, 2023 unless an Acceleration Event occurs. On February 10, 2023, an Acceleration Event occurred and the Company satisfied the deferred payout liability in full on February 13, 2023. Debt and Equity Issuance Costs Debt and equity issuance costs, which primarily consist of direct and incremental banking, legal, accounting, consulting, and printing fees relating to the merger transaction described in Note 4. Reverse Recapitalization , are allocated between the debt and equity elements of the transaction. Debt issuance costs of $7.9 million relating to the Venture Linked Notes have been expensed in the three months ended March 31, 2023, as the Company elected the fair value option for the Venture Linked Notes which closed on February 10, 2023. The Company recorded $19.7 million of equity issuance costs as a reduction in proceeds received from the business combination. Acquired Intangible Assets The Company’s intangible assets include developed technology, customer relationships, patents, trademarks and non-compete Warrant Liabilities In connection with the Closing, all 596,435 Legacy Movella warrants were net exercised for 546,056 common shares of Legacy Movella which were then converted into 266,880 shares of New Movella common stock based on the Exchange Ratio of approximately 0.4887. Upon the Closing of the Business Combination, the Company assumed 6,500,000 public warrants and 4,250,000 private placement warrants that were previously issued by PFDR. Each public warrant and private placement warrant is exercisable for 1 share of New Movella common stock at an exercise price of $11.50. The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement For the three months ended March 31, 2023 and 2022 the Company recorded a gain on change in fair value of the warrant liabilities of $1.4 million and nil, respectively. Non-marketable The Company’s non-marketable equity securities primarily comprise of shares of a privately held company which the Company received in 2021 as consideration for a licensing arrangement. The Company does not have significant influence over the privately held company and these equity securities do not have readily determinable fair values, as such the Company accounted for these equity securities using a measurement alternative in accordance with ASC 321, Investments—Equity Securities , which allows entities to measure these investments at cost, less any impairment, adjusted for changes from observable price changes in orderly transactions for identifiable or similar investments of the same issuer. The Company determined that there were no transactions with observable prices related to the non-marketable equity securities, and that there were no indicators of impairment related to the non-marketable equity securities for the three months ended March 31, 2023. Preferred Stock Redemption and Classification The Series D-1 convertible redeemable preferred stock (the “Series D-1 Preferred Stock”) contained a liquidation preference whereby holders of the Series D-1 Preferred Stock were entitled to receive consideration equal to their original issue price plus all declared but unpaid dividends, prior to payment to the holders of other series of convertible preferred stock or the holders of common stock. As such, the holders of the Series D-1 Preferred Stock could receive cash entirely while the holders of subordinated equity instruments could receive nothing or cash plus other assets of the company, which is not the same form of consideration as the holders of the Series D-1 Preferred Stock. Likewise, the Series E Preferred Stock has a liquidation preference to the Series D Preferred Stock, Series C Preferred Stock, and Series B and Series A Preferred Stock. The Series D Preferred Stock has a liquidation preference to the Series C Preferred Stock, and Series B and Series A Preferred Stock. The Series C Preferred Stock has a liquidation preference to Series B and Series A Preferred Stock. The Series B and Series A Preferred Stock have a liquidation preference to the Common Stock. The Series D-1 Preferred Stock was redeemable at a price per share equal to the original issue price of $4.5713 per share, plus an amount per share equal to 8% of the original issue price for each year following the original issue date, not more than 60 days after receipt of a written notice from a majority of the Series D-1 shareholders by the Company at any time on or after September 28, 2023. As the preferred stockholders had the ability to control a majority of the votes of the board of directors, a deemed redemption could have occurred that was in the control of the preferred stockholders and outside the control of the Company, and holders of common stock may not have received the same form of consideration as the holders of the preferred stock, the Company concluded that the preferred stock was redeemable at the option of the holder and should be classified in mezzanine equity on the condensed consolidated balance sheets. Upon consummation of the Business Combination Agreement on February 10, 2023, all series of Preferred Stock converted into common stock. Refer to Note 4. Reverse Recapitalization for more information. Lease Accounting The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for real estate and are included within right-of-use assets, net, accrued expenses and other current liabilities, and other long-term liabilities on the condensed consolidated balance sheets. The Company elected the practical expedient to combine its lease and related non-lease components for all its leases. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments that do not depend on an index or rate are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets also include any lease prepayments made and exclude lease incentives. Many of the Company’s lease agreements include options to extend the lease, which are not included in the Company’s minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 on January 1, 2023 which did not have a material impact on its condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 is effective for private companies’ fiscal years beginning after December 15, 2023, respectively, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the timing of adoption and the impact of this ASU on its condensed consolidated financial statements. |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
PATHFINDER ACQUISITION CORPORATION [Member] | |
Description of Organization and Business Operations | Note 1-Description Movella Holdings Inc., formerly known as Pathfinder Acquisition Corporation prior to February 10, 2023 (“Closing Date”) (the “Company”), was a blank check company incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Business Combination On the Closing Date, the Company consummated the previously announced Merger pursuant to that certain Business Combination Agreement dated October 3, 202 2 In connection with the domestication of Pathfinder as a Delaware corporation (the “Domestication”), on the Closing Date prior to the Effective Time (as defined below): (i) each issued and outstanding Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and each issued and outstanding Class B ordinary share, $0.0001 par value per share (“Class B ordinary shares”), of Pathfinder were converted into one share of common stock, $0.00001 par value per share, of New Movella (“New Movella Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of Pathfinder was automatically converted into a warrant to purchase one share of New Movella Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, dated as of February 16, 2021, between Pathfinder and Continental Stock Transfer & Trust Company (the “Pathfinder Warrant Agreement”); (iii) the governing documents of Pathfinder were amended and restated and became the certificate of incorporation and the bylaws of New Movella; and (iv) Pathfinder’s name changed to “Movella Holdings Inc.” In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of Pathfinder issued in its initial public offering (“Pathfinder Units”) (each Pathfinder Unit consisting of one Class A ordinary share of Pathfinder and one-fifth of and one-fifth of On the Closing Date, promptly following the consummation of the Domestication, Merger Sub merged with and into Movella (the “Merger”), with Movella continuing as the surviving company in the Merger and, after giving effect to the Merger, Movella became a wholly owned subsidiary of New Movella (the time that the Merger became effective being referred to as the “Effective Time”). See the Company’s Current Report on Form 8-K filed Business Prior to the Business Combination As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from December 18, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and since the Company’s Initial Public Offering, the search for a business combination target. The Company had not generated any operating revenues as of December 31, 2022. The Company generated non-operating The Company’s sponsor was Pathfinder Acquisition LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, the Company consummated its Initial Public Offering of 32,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $325.0 million, and incurring offering costs of approximately $18.5 million, of which approximately $11.4 million was for deferred underwriting commissions (see Note 6 of the prospectus to exercise the remaining portion of its option to purchase up to Units at the Initial Public Offering price to cover over-allotments, if any. On April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters. On September 27, 2022, Deutsche Bank Securities, Inc. irrevocably waived its rights to the deferred underwriting commissions in the amount of approximately $ million due under the underwriting agreement consummated in connection with the Initial Public Offering. On October 12, 2022, RBC Capital Markets, LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement in connection with the Initial Public Offering. On October 29, 2022, Stifel, Nicolaus & Company, Inc. irrevocably waived its rights to the deferred underwriting commissions in the amount of approximately $ million due under the underwriting agreement consummated in connection with the Initial Public Offering (see Note 6 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,250,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $2.00 per Private Placement Warrant, generating gross proceeds to the Company of (Note 5 Upon the closing of the Initial Public Offering and the Private Placement, $325.0 million ($10.00 Liquidity and Capital Resources As of December 31, 2022, the Company had approximately $ 77,000 in its operating bank accounts and a working capital deficit of approximately $ 8.1 million . Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, and a loan of approximately $129,000 pursuant to the IPO Note issued to the Sponsor (as defined in Note 5 5 Note 5 On February 10, 2023, the Company completed a Business Combination with Movella Inc. and closed the related financing agreements in connection therewith. As a result, management believes that the Company will have sufficient liquidity to fund its operations through one year from the date of this filing. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2-Restatement The Company had recognized a liability upon closing of their initial public offering in February 2021 for a portion of the underwriter’s commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering. On September 27, 2022, Deutsche Bank Securities, Inc. irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement. The Company recognized the waiver as an extinguishment, with a resulting non-operating Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s previously issued interim financial statements as of September 30, 2022 (the “Quarterly Report”) should no longer be relied upon and that it is appropriate to restate the Quarterly Report. As such, the Company will restate its financial statements in this Form 10-K. Impact of the Restatement The impact of the restatement on the statements of operations, statement of changes in stockholders’ deficit and statement of cash flows for the affected period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. Statements of Operations: For the Three Months Ended As Previously Restatement As Restated Loss from operations (2,302,238 ) — (2,302,238 ) Other income (expenses) Change in fair value of derivative warrant liabilities 1,159,920 — 1,159,920 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities 6,256,250 (6,066,060 ) 190,190 Offering costs associated with derivative warrant liabilities — — — Income from investments held in Trust Account 1,108,635 — 1,108,635 Net income 6,222,567 (6,066,060 ) 156,507 Weighted average shares outstanding of Class A ordinary share, basic and diluted 32,500,000 — 32,500,000 Basic net income per share, Class A ordinary share 0.15 (0.15 ) 0.00 Weighted average shares outstanding of Class B ordinary share, basic 8,125,000 — 8,125,000 Basic net income per share, Class B ordinary share 0.15 (0.15 ) 0.00 Weighted average shares outstanding of Class B ordinary share, diluted 8,125,000 — 8,125,000 Diluted net income per share, Class B ordinary share 0.15 (0.15 ) 0.00 For the Nine Months Ended As Previously Restatement As Restated Loss from operations (2,851,917 ) — (2,851,917 ) Other income (expenses): Change in fair value of derivative warrant liabilities 6,104,920 — 6,104,920 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities 6,256,250 (6,066,060 ) 190,190 Offering costs associated with derivative warrant liabilities — — — Income from investments held in Trust Account 1,323,982 — 1,323,982 Net income 10,833,235 (6,066,060 ) 4,767,175 Weighted average shares outstanding of Class A ordinary share, basic and diluted 32,500,000 — 32,500,000 Basic net income per share, Class A ordinary share 0.27 (0.15 ) 0.12 Weighted average shares outstanding of Class B ordinary share, basic 8,125,000 — 8,125,000 Basic net income per share, Class B ordinary share 0.27 (0.15 ) 0.12 Weighted average shares outstanding of Class B ordinary share, diluted 8,125,000 — 8,125,000 Diluted net income per share, Class B ordinary share 0.27 (0.15 ) 0.12 Statement of Changes in Shareholders’ Deficit: For the Nine Months Ended September 30, 2022 As Previously Reported Restatement As Restated Adjustment for accretion of Class A ordinary shares subject to possible redemption (1,252,434 ) 6,066,060 4,813,626 Statement of Cash Flows: For the Nine Months Ended September 30, 2022 As Previously Reported Restatement As Restated Net income 10,833,235 (6,066,060 ) 4,767,175 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of derivative warrant liabilities (6,104,920 ) — (6,104,920 ) Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities (6,256,250 ) 6,066,060 (190,190 ) Offering costs associated with derivative warrant liabilities — — — Income from investments held in Trust Account (1,323,982 ) — (1,323,982 ) Changes in operating assets and liabilities: Prepaid expenses 458,459 — 458,459 Accounts payable 7,679 — 7,679 Accrued expenses 1,906,957 — 1,906,957 Net cash used in operating activities (478,822 ) — (478,822 ) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Overview and Summary of Significant Accounting Policies | 1. Overview and Summary of Significant Accounting Policies Description of Business Movella is a global full-stack provider of integrated sensors, software, and analytics that enable the digitization of movement. Movella’s solutions accelerate innovation and enable our customers, partners, and users to create extraordinary outcomes. Movella powers real-time character movement in digital environments, transforms movement into digital data that provides meaningful and actionable insights, renders digitized movement to enable the creation of sophisticated and true-to-life Movella Inc. (the “Company” or “Movella”) was incorporated in the state of Delaware on August 14, 2009. Previously the Company was known as mCube Inc, and on September 27, 2021, the Company was renamed to MovellaTM. The Company is headquartered in Henderson, Nevada and has subsidiaries in the Netherlands, Canada, United States, Taiwan, China, and India. Merger with Pathfinder Acquisition Corporation On February 10, 2023 (the “Closing Date”), Movella Holdings Inc., a Delaware corporation (formerly known as Pathfinder Acquisition Corporation (“Pathfinder”)) (“New Movella”), consummated the previously announced business combination (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated October 3, 2022 (the “Business Combination Agreement”), by and among Pathfinder, Motion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pathfinder (“Merger Sub”) and Movella Inc., a Delaware corporation (“Movella”) . On the Closing Date, promptly following the consummation of the Domestication, Merger Sub merged with and into Movella (the “Merger”), with Movella continuing as the surviving company in the Merger and, after giving effect to the Merger, Movella became a wholly owned subsidiary of New Movella (the time that the Merger became effective being referred to as the “Effective Time”). Pathfinder’s Class A ordinary shares, public warrants and the Pathfinder Units were historically quoted on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PFDR,” “PFDRW,” and “PFDRU,” respectively. On the Closing Date, the Pathfinder Units automatically separated into the component securities and, as a result, no longer trade as a separate security. On February 13, 2023, the New Movella Common Stock and warrants began trading on Nasdaq under the symbols “MVLA” and “MVLAW,” respectively. See Note 18. Subsequent Events The Company’s basis of presentation within these consolidated financial statements do not reflect any adjustments resulting from the closing of the Business Combination. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States (“US GAAP”). Under this method of accounting, Movella Inc. will be treated as the accounting acquirer for financial reporting purposes. As of December 31, 2022, the Company has incurred $6.5 million of business combination related costs which principally consisted of advisory, legal, other professional fees, debt discount and debt issuance costs. The Company has expensed $2.4 million of these costs upon execution of the “Pre-Close Basis of Presentation and Principles of Consolidation The information contained herein has been prepared by Movella Inc. (the “Company”) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and joint ventures in which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, except otherwise disclosed herein, which are, in the opinion of management, necessary for a fair statement of the results of the periods presented. Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not affect total revenues, costs and expenses, net loss, assets, liabilities or stockholders’ deficit. On June 30, 2021, the Company dissolved its majority owned subsidiary Ten Degrees, Inc. (“TDI”) subsequent to the asset sale to Inpixon on August 19, 2020. Liquidity The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. The Company has incurred recurring losses from continuing operations and net cash used in operating activities including a net loss from continuing operations of $33.0 million and net cash used in operating activities of $14.6 million for the year ended December 31, 2022. The Company has cash and cash equivalents of $14.3 million; there are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.7 million held outside of the U.S. by its subsidiaries in China and $1.5 million held by its joint venture entity in China as of December 31, 2022. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its investors to fund operations, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. On February 10, 202 3 , Subsequent Events With the cash on hand at December 31, 2022, and the net cash received from the consummation of the Business Combination Agreement with Pathfinder Acquisition Corporation, the Company believes the actions it has taken, and the measures it may take in the future, will provide sufficient liquidity to fund operations and capital expenditures over the next twelve months mitigating the conditions that caused there to be substantial doubt about the Company’s ability to continue as a going concern. The Company may seek to raise additional capital, which could be in the form of loans, convertible debt or equity, to fund future operating requirements and capital expenditures. The Company’s liquidity is highly dependent on its ability to increase revenues, control operating costs, and raise additional capital. The Company continues to closely monitor expenses to assess whether any immediate changes are necessary to enhance its liquidity. There can be no assurance that the Company will be able to raise additional capital on favorable terms, or execute on any other means of improving liquidity as described above. Discontinued Operations In July 2021, the Company discontinued its components business due to recurring operating losses, per the determination of management and the Company’s Board of Directors. In accordance with Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations Discontinued Operations Reclassifications Certain reclassifications have been made to the Company’s consolidated financial statements for the year ended December 31, 2021, to conform to the current period’s consolidated financial statement presentation. The reclassifications had no impact on total revenues, expenses, assets, liabilities, stockholders’ deficit, cash flows from operating activities, cash flows from investing activities, or cash flows from financing activities for all periods presented. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Such estimates include, but are not limited to, measurement of valuation allowances relating to accounts receivable, inventories and deferred tax assets; estimates of future payouts for customer incentives and allowances and warranties; uncertain tax positions; incremental borrowing rates; fair values of stock-based compensation, embedded derivatives, the Pre-Close Notes, and valuation of common stock, preferred stock and warrants; estimates and assumptions used in connection with business combinations; useful lives of long-lived assets including intangible assets and property and equipment; revenue recognition; and future cash flows used to assess and test for impairment of goodwill and long-lived assets, if applicable. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Due to the Coronavirus (“COVID-19”) COVID-19 Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products as forecasted, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Foreign Currency Translation and Transactions The Company predominantly uses the Euro as its functional currency and the United States Dollar as its reporting currency. Assets and liabilities denominated in non-U.S. non-monetary non-U.S. non-U.S. Segment Reporting The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. Cash and Cash Equivalents The Company’s cash and cash equivalents include cash held in checking and savings accounts and highly liquid securities with original maturity dates of three months or less from the original date of purchase. Approximately $4.1 million and $5.1 million of the Company’s cash and cash equivalents balance were held outside of the U.S. as of December 31, 2022 and December 31, 2021, respectively. There are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.7 million held outside of the U.S. by its subsidiaries in China and $1.5 million held by its joint venture entity in China as of December 31, 2022. Debt Instruments Convertible Notes The Company evaluates embedded features within convertible notes that will be settled in shares upon conversion under ASC 815 Derivatives and Hedging non-cash Pre-Close As permitted under ASC 825, Financial Instruments Pre-Merger “Pre-Close Pre-Close Pre-Close Deferred Payout On September 23, 2020, the Company acquired 100% of the issued and outstanding equity of Kinduct Technology, Inc. (“Kinduct”), a privately held company, in the business of developing intelligent health, fitness, and sport performance software. Related to the acquisition of Kinduct the Company agreed to three deferred cash installment payments totaling $10.0 million with a fair value of $9.4 million. The deferred payout schedule was $2.0 million due on March 23, 2021, $2.0 million due on September 23, 2021, and $6.0 million due on March 23, 2022. As of December 31, 2022, the Company had paid $4.0 million for the first two deferred cash installment payments with the remaining $6.0 million of installment payments partially satisfied with an exchange of $1.1 million owed under the deferred payout for convertible notes. See Note 6. Debt Related Party Transactions m 3 unless payment is accelerated under the terms of the deferred payout agreement (an “Acceleration Event”) , , Commitments and Contingencies Subsequent Events Inventories and Provision for Excess and Obsolete Inventory Inventory consists of raw materials, work-in-progress first-in, first-out Property, Plant and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed for financial reporting purposes using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the shorter of their useful life or the remaining lease term. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed, and any resulting gain or loss is recorded as a component of operating expenses in the consolidated statement of operations. The estimated useful lives of property and equipment are as follows: Estimated Office equipment 5 years Computer hardware 3 to 5 years Lab equipment 5 years Furniture and fixtures 5 years Leasehold improvements 2 to 5 years Computer software 3 to 5 years Production equipment 3 years The Company evaluates the recoverability of the carrying amount of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. A potential impairment charge is evaluated when the undiscounted expected cash flows derived from an asset group are less than its carrying amount. Impairment losses are measured as the amount by which the carrying value of an asset group exceeds its fair value and are recognized in operating results. Judgment is used when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments and the fair value of the asset group. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at least annually in the fourth quarter of each year. For the years ended December 31, 2022 and 2021, the Company performed its annual goodwill impairment assessment and concluded that there was no impairment related to goodwill. Acquired Intangible Assets The Company’s intangible assets include developed technology, customer relationships, patents, trademarks and non-compete ful lives of intangible asset s are as follows: Estimated Developed technology 5 to 10 years Customer relationships 2 to 3 years Patents and trademarks 10 years Non-compete 2 years Derivative Financial Instruments The Company evaluates stock warrants, debt instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815. When contracts contain embedded derivatives that are bifurcated from host contracts, the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market Non-marketable The Company’s non-marketable Discontinued Operations Investments—Equity Securities The Company determined that there were no transactions with observable prices related to the non-marketable non-marketable Revenue Recognition The Company follows the guidance in ASC 606, Revenue from contracts with customers Step 1. Identification of the contract(s) with a customer; Step 2. Identification of the performance obligations in the contract(s); Step 3. Determination of the transaction price; Step 4. Allocation of the transaction price to the performance obligation(s); Step 5. Recognition of the revenue when, or as, the Company satisfies a performance obligation. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time it has an unconditional right to receive payment. The Company’s prices are fixed and have no history of being affected by contingent events that could impact the transaction price. The Company does not offer price concessions and does not accept payment that is less than the price stated when it accepts the purchase order. Revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that may include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations. Product Revenue Hardware. On-premise on-premise on-premise Service Revenue Support and Maintenance Services on-premise Software as a Service. Non-recurring non-recurring non-recurring With respect to revenue related to third party product sales or other arrangements that involve the services of another party, for which the Company does not control the sale or service and acts as an agent to the transaction, the Company recognizes revenue on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. Multiple Performance Obligations The Company’s contracts with customers may include commitments to transfer multiple products and services to a customer. When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations. The Company considered the performance obligations in its contracts and determined that, for the majority of its revenue, the Company generally satisfies performance obligations at a point in time upon delivery of the hardware or on-premise on-premise Standalone Selling Price Judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. When available, the Company maximizes observable inputs to determine SSP. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP based on a cost-plus model as market and other observable inputs are seldom present based on the proprietary nature of the Company’s products. The transaction price is allocated to each performance obligation in a contract to record revenues in the amount of consideration that a provider expects to be entitled to receive in exchange for transferring goods or services. Generally, this allocation is based on the relative selling price method, where the SSP is determined for each performance obligation at contract inception and is based on observable prices. When contracts include variable consideration such as a discount, the discount is allocated proportionately to all performance obligations in the contract. For contracts with multiple performance obligations, revenue is allocated to the hardware, on-premise Shipping and Handling Costs The Company has elected to account for shipping and handling costs as fulfillment costs after the customer obtains control of the goods. Shipping and handling of production is recorded as cost of revenues and were $0.5 million and $0.3 million for the years ended December 31, 2022 and 2021, respectively. Contract Balances Contract Assets Under ASC 606, contract assets include amounts related to the contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the consolidated balance sheets. The Company had $0.2 million and nil, respectively, of contract assets as of December 31, 2022 and 2021. There were no impairment losses associated with contracts with customers for the years ended December 31, 2022 and 2021. Contract Liabilities The Company’s contract liabilities primarily consist of deferred revenue arising from billings and payments received in advance of revenue recognition. The Company primarily bills and collects payments in advance from customers for its SaaS subscriptions and services related to maintenance and support. The Company initially records the fees as deferred revenue and then recognizes revenue as performance obligations are satisfied over the subscription or support period. Deferred revenue to be recognized within the next twelve months is included in current deferred revenue, and the remainder is included in long-term deferred revenue in the consolidated balance sheets. Customer deposits are recorded as other liabilities for refundable amounts that are collected in advance of the satisfaction of performance obligations and as deferred revenue for non-refundable prototype Government Subsidies From time to time the Company receives government subsidies generally in the form of refundable tax credits. Government grants are recorded in the consolidated financial statements in accordance with their purpose, generally as a reduction of expense or as other income. The benefit is recorded when all conditions attached to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt. For the year ended December 31, 2022, the Company recorded $1.4 million of government subsidies pursuant to the Digital Media Tax Credit (“DMTC”) as a reduction in payroll expense and a related receivable, and $0.1 million in other miscellaneous government subsidies as other income, net. In connection with receipt of the DMTC subsidy, the Company incurred Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In the normal course of business, the Company provides non-collateralized , Cost of Revenues Cost of revenues primarily consist of costs associated with the procurement of raw materials and manufacture of our sensor module solutions, amortization of certain acquired intangibles, hosting and delivery services for our SaaS platform to support our subscribers, personnel-related expenses associated with provision of non-recurring Research and Development Costs The Company’s research and development (“R&D”) efforts are focused on the development and design of sensor fusion modules and motion capture systems, as well as the continued development of advanced software platforms directed to the improvement of the Company’s existing technologies. The R&D organization works with the Company’s manufacturing facilities, suppliers and customers to improve sensor module designs and lower manufacturing costs. Research and development costs are charged to expense as incurred. Software Development Costs Generally, the Company’s external-use internal-use internal-use external-use Non-controlling Non-controlling non-controlling Product Warranty The Company’s products are sold with a standard limited warranty for a period ranging from one to two years, warranting that the product conforms to specifications and is free from material defects in design, materials and workmanship. The Company estimates the costs of repairing or replacing products under warranty based on the historical average cost. The Company periodically assesses the adequacy of its recorded product warranty liabilities and adjusts the balances as required. At the time revenue is recognized, the Company establishes an accrual for estimated warranty expenses associated with its sales, recorded as a component of cost of revenues. As of both December 31, 2022 and 2021, the Company has established a warranty reserve of $0.1 million, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. Warranty expense is recorded as a component of cost of revenues in the consolidated statements of operations. The Company incurred an insignificant amount of warranty expense for the years ended December 31, 2022 and 2021. Stock-based Compensation The Company recognizes stock-based compensation expense over the requisite service period on a straight-line basis for all stock-based payments that are expected to vest to employees, non-employees, non-employees Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities, due to their short-term nature. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. Debt and Equity Issuance Costs Debt and equity issuance costs, which primarily consist of direct and incremental banking, legal, accounting, consulting, and printing fees relating to the merger transaction described in Note 18. Subsequent Events Pre-Close Pre-Close Litigation The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company records a loss when information indicates that a loss is both probable and estimable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records the minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potential liability related to the Company’s pending litigation and revises its estimates, if necessary. The Company expenses litigation costs as incurred. Refer to Note 17. Commitments and Contingencies Preferred Stock Redemption and Classification The Series D-1 D-1 D-1 D-1 D-1 The Series D-1 D-1 As the preferred stockholders have the ability to control a majority of the votes of the board of directors, a deemed redemption may occur that is in the control of the preferred stockholders and outside the control of the Company, and holders of common stock may not receive the same form of consideration as the holders of the preferred stock, the Company concluded that the preferred stock is redeemable at the option of the holder and should be classified in mezzanine equity on the consolidated balance sheets. Lease Accounting The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for real estate and are included within right-of-use non-lease Right-of-use Earnings per Share Basic and diluted earnings per share attributable to common stockholders is presented in conformity with the two-clas s Under the two-class Comprehensive Income (Loss) Comprehensive income (loss) includes all temporary changes in equity (net assets) during a period from non-owner Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASC 842, Leases right-of-use In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 2019-12 In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 2016-01 2020-01 In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), 815-40): 2021-04 Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company will be required to use a forward-looking expected credit loss model for accounts receivable and other financial instruments, including available-for-sale debt securities. The standard will be effective for the Company beginning in 2023, with early adoption permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): if-converted 2020-06 |
PATHFINDER ACQUISITION CORPORATION [Member] | |
Overview and Summary of Significant Accounting Policies | Note 3-Basis Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiaries in connection with the Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximate the carrying amounts represented in the consolidated balance sheets, except for derivative warrant liabilities (see note 10 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised or expire. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Derivative warrant liabilities are classified as non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. The Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (if available) and accumulated deficit. Net income per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the Over-allotment Units) and the private placement warrants to purchase an Class A ordinary shares in the calculation of diluted income per share, because in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of the over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For The Years Ended December 31, 2022 2021 Class A Class B Class A Class B Net income (loss) per ordinary share: Numerator: Allocation of net income (loss), basic $ (173,252 ) $ (43,313 ) $ 6,201,121 $ 1,772,180 Allocation of net income (loss), diluted $ (173,252 ) $ (43,313 ) $ 6,186,773 $ 1,786,528 Denominator: Basic weighted average ordinary shares outstanding 32,500,000 8,125,000 28,136,986 8,041,096 Diluted weighted average ordinary shares outstanding 32,500,000 8,125,000 28,136,986 8,125,000 Basic net income (loss) per ordinary share $ (0.01 ) $ (0.01 ) $ 0.22 $ 0.22 Diluted net income (loss) per ordinary share $ (0.01 ) $ (0.01 ) $ 0.22 $ 0.22 Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes were not levied on the Company for the year ended December 31, 2022. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Balance Sheet Components [Abstract] | ||
Balance Sheet Components | 2. Balance Sheet Components Inventories Inventories consisted of the following (in thousands): March 31, December 31, Raw materials $ 2,986 $ 2,758 Work-in-progress 1,231 1,132 Finished goods 2,353 1,274 $ 6,570 $ 5,164 The amount recorded as charges to cost of revenues, representing inventories considered obsolete and unsaleable was insignificant for the three months ended March 31, 2023 and 2022. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid and financed insurance $ 1,513 $ — Prepaid expenses 1,409 1,029 Value added tax receivable 900 446 Contract assets — 197 Vendor prepaid 287 — Government tax receivables 1,419 1,416 Other assets 129 186 $ 5,657 $ 3,274 Property and equipment, net Property and equipment, net consists of the following (in thousands): March 31, December 31, Office equipment $ 157 $ 157 Computer hardware and software 2,081 2,017 Lab equipment 2,802 2,864 Furniture and fixtures 553 545 Leasehold improvements 1,087 1,069 Gross book value 6,680 6,652 Less: accumulated depreciation and amortization (4,318 ) (4,291 ) $ 2,362 $ 2,361 Depreciation and amortization expense on property and equipment were $0.2 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consists of the following (in thousands): March 31, December 31, Accrued compensation and employee benefits $ 2,189 $ 2,999 Accrued professional services 1,243 1,909 Financed insurance 912 — Accrued valued added and other taxes 508 399 Accruals for purchases received 607 751 Current operating lease liabilities 483 593 Accrued TAS legal settlement — 325 Other current liabilities 1,414 968 $ 7,356 $ 7,944 | 2. Balance Sheet Components Inventories Inventories consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 2,758 $ 2,040 Work-in-progress 1,132 976 Finished goods 1,274 1,519 $ 5,164 $ 4,535 The amount recorded as charges to cost of revenues, representing inventories considered obsolete and unsaleable was $0.3 million for the year ended December 31, 2022, and insignificant for the year ended December 31, 2021. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 1,029 $ 1,006 Value added tax receivable 446 616 Contract assets 197 — Government tax receivables 1,416 — Other assets 186 686 $ 3,274 $ 2,308 Property and equipment, net Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Office equipment $ 157 $ 151 Computer hardware and software 2,017 1,887 Lab equipment 2,864 2,717 Furniture and fixtures 545 529 Leasehold improvements 1,069 1,122 Gross book value 6,652 6,406 Less: accumulated depreciation and amortization (4,291 ) (3,672 ) $ 2,361 $ 2,734 Depreciation and amortization expense on property and equipment was $0.8 million and $0.6 million for the years ended December 31, 2022 and 2021, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consists of the following (in thousands): December 31, 2022 2021 Accrued compensation and employee benefits $ 2,999 $ 2,859 Customer advances — 471 Accrued professional services 1,909 497 Accrued valued added and other taxes 399 400 Accruals for purchases received 751 550 Current operating lease liabilities 593 — Accrued TAS legal settlement (Note 17) 325 — Other current liabilities 968 845 $ 7,944 $ 5,622 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
PATHFINDER ACQUISITION CORPORATION [Member] | |
Initial Public Offering | Note 4-Initial On February 19, 2021, the Company consummated its Initial Public Offering of 32,500,000 Units, including 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross million, and incurring offering costs of approximately $ million, of which approximately $11.4 million was for deferred underwriting commissions. The underwriters have 45 days from the effective date of the prospectus to exercise the remaining portion of its option to purchase up to Units at the Initial Public Offering price to cover over-allotments. On April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, Class B ordinary shares were forfeited. On September 27, 2022, Deutsche Bank Securities, Inc. irrevocably waived its rights to the deferred underwriting commissions in the amount of approximately $ million due under the underwriting agreement consummated in connection with the Initial Public Offering. On October 12, 2022, RBC Capital Markets, LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement in connection with the Initial Public Offering. On October 29, 2022, Stifel, Nicolaus & Company, Inc. irrevocably waived its rights to the deferred underwriting commissions in the amount of approximately $ million due under the underwriting agreement consummated in connection with the Initial Public Offering (see Note 6 Each Unit consists of one Class A ordinary share and one-fifth 9 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions | 12. Related Party Transactions In March 2022, the Company entered into convertible promissory note agreements with two of its existing preferred stock investors and received aggregate cash proceeds of $4.9 million. The Company exchanged an additional $1.1 million of convertible promissory notes to the sellers of Kinduct for extinguishment of $1.1 million of the deferred payout liability owed to them. The convertible note exchange was accounted for as a troubled debt restructuring pursuant to FASB ASC Topic 470-60, Troubled Debt Restructurings by Debtors . As the future undiscounted cash flows of the Convertible notes were greater than their carrying amount, the carrying amount was not adjusted and no gain was recognized as a result of the modification of terms. Of the $1.1 million in convertible notes issued in exchange to the sellers of Kinduct, $1.0 million were issued to a related party. The convertible promissory notes shall bear an interest rate of 6.0% per annum. The outstanding principal amount and all accrued but unpaid interest on the notes shall be mandatorily converted into the Company’s common stock at a conversion price of $9.80 per share (after the effect of applying the Exchange Ratio of approximately 0.4887) upon the earlier of i) maturity in September 2023 or ii) the occurrence of a capital markets transaction such as an initial public offering or acquisition by a special purpose acquisition company; or upon a change of control as defined in the convertible promissory note agreements, at the discretion of the noteholder, the notes would either convert into the Company’s common stock at a conversion price of $9.80 per share, or would be repayable at 1.5 times the outstanding principal amount plus all accrued and unpaid interest. On February 10, 2023, as the Company completed its Nasdaq listing which qualified as a Maturity Date of the convertible notes, 100% of the outstanding principal and accrued interest on the convertible notes were mandatorily converted into 651,840 shares of Movella common stock at $9.80 per share per the original terms of the notes, after the effect of applying the Exchange Ratio. | 16. Related Party Transactions In March 2022, the Company entered into convertible promissory note agreements with two of its existing preferred stock investors and received aggregate cash proceeds of $4.9 million. The Company exchanged an additional $1.1 million of convertible promissory notes to the sellers of Kinduct for extinguishment of $1.1 million of the deferred payout liability owed to them. The convertible note exchange was accounted for as a troubled debt restructuring pursuant to FASB ASC Topic 470-60, Troubled Debt Restructurings by Debtors carrying amount was not adjusted and no gain was recognized as a result of the modification of terms. Of the the non-cash On February 10, 2023, as the Company completed its acquisition by a special purpose acquisition company which qualified as a Maturity Date of the convertible notes, 100% of the outstanding principal and accrued interest on the convertible notes were mandatorily converted into 1,333,712 shares of Movella common stock at $4.79 per share per the original terms of the notes. |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Related Party Transactions | Note 5-Related Founder Shares On December 28, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,906,250 Class B ordinary shares (the “Founder Shares”). On February 16, 2021, the Company effected a share dividend of 718,750 Class B ordinary shares to the Sponsor, resulting in there being an aggregate of 8,625,000 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares to the extent that the option to purchase additional Units is not exercised in full by the underwriters or is reduced, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units on February 19, 2021 and on April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 500,000 Class B ordinary shares were forfeited by the Sponsor. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading . Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,250,000 Private Placement Warrants to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $2.00 per Private Placement Warrant, generating gross proceeds to the Company of $8.5 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable 10 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 23, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “IPO Note”). The IPO Note was non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. Promissory Note On July 15, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor providing for borrowings by the Company in an aggregate principal amount of up to $500,000, which was subsequently amended and restated to increase available borrowings to up to $750,000 on May 24, 2022. The Promissory Note was issued to allow for borrowings from time to time by the Company for working capital expenses. On October 3, 2022, the Company amended and restated the Promissory Note issued to the Sponsor to allow for an increase in available borrowings from time to time of an additional $500,000, for an aggregate principal amount of up to $1,250,000. The Promissory Note was issued to allow for borrowings from time to time by the Company for working capital expenses. The Promissory Note (i) bears no interest, (ii) is due and payable upon the earlier of (a) February 19, 2023 and (b) the date that the Company consummates an initial business combination and (iii) may be prepaid at any time. As of December 31, 2022 and 2021, the Company had borrowed $1.0 million and $250,000 in loans under the Promissory Note, respectively. On January 27, 2023, the Company amended and restated the Promissory Note (the “A&R Promissory Note”) issued to the Sponsor to allow for an increase in available borrowings from time to time of an additional $250,000, for an aggregate principal amount of up to $1,500,000. The A&R Promissory Note was issued to allow for borrowings from time to time by the Company for working capital expenses. The A&R Promissory Note (i) bears no interest, (ii) is due and payable upon the earlier of (a) April 30, 2023 or ( b Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. For the years ended December 31, 2022 and 2021, the Company incurred expenses of $120,000 and $110,00 under this agreement, respectively. As of December 31, 2022 and 2021, the Company had accrued approximately $169,000 and $100,000 respectively, for services in connection with such agreement on the accompanying consolidated balance sheets in accounts payable. Due to Related Parties In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | 13. Commitments and Contingencies Litigation and Asserted Claims The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. Although the Company is not currently subject to any material litigation, and no material litigation is currently threatened against the Company, the Company may be subject to legal proceedings, claims and litigation, including intellectual property litigation, arising in the ordinary course of business. Such matters are subject to many uncertainties and outcomes and are not predictable with assurance. The Company accrues amounts that it believes are adequate to address any liabilities related to legal proceedings and other loss contingencies that it believes will result in a probable loss that is reasonably estimable. In February 2020, Tactical Air Support (“TAS”) filed a lawsuit in the California State Court in Los Angeles against the Company’s wholly-owned subsidiary, Xsens North America, Inc. (“Xsens North America”). In the complaint, TAS alleged tort and contract-based causes of action arising from TAS purchases of allegedly defective Xsens North America inertial measurement unit devices (“IMUs”). TAS never deployed IMUs in its military aircraft. In response, Xsens North America removed the case to the California Federal District Court in Los Angeles based upon the party’s diversity of citizenship. The Company filed a Motion to dismiss each of TAS’ alleged non-contract-based claims and its prayers for damages in excess of the approximate $40,000 TAS paid for the IMUs on multiple grounds, prohibiting such claims and limiting TAS’ alleged damages to the purchase amount paid. The Motion to dismiss alleged non-contract-based claims was granted on September 3, 2022. In December 2022, the Company entered into an agreement with TAS including mutual releases and the lawsuit was dismissed; in January 2023 the Company paid $0.3 million to TAS pursuant to the agreement, which was accrued on the December 31, 2022 condensed consolidated balance sheet. In April 2022, the Company received a demand letter concerning its alleged failure to make various payments to certain selling shareholders of Kinduct Technologies Inc. (“Kinduct Shareholders”) pursuant to the Amended and Restated Share Purchase Agreement dated as of September 10, 2020 (the “Purchase Agreement”). The Kinduct Shareholders alleged that the Issuer has breached the Purchase Agreement by failing to make certain payments by March 31, 2022. The remaining amount payable to the Kinduct Shareholders at issue in the matter was approximately $5.2 million that was recorded as a current liability in the December 31, 2022 condensed consolidated balance sheets and such amount was accruing interest at 12% per annum, pursuant to the Purchase Agreement. On December 16, 2022, the Company reached an agreement with the former owners of Kinduct to satisfy in full the remaining balance of the deferred payout, with $1.0 million paid on December 20, 2022 and quarterly installments of $0.5 million due beginning March 31, 2023 unless an Acceleration Event occurs. On February 10, 2023, an Acceleration Event occurred and the Company satisfied the deferred payout liability in full on February 13, 2023. Indemnification The Company has entered into agreements with its current and former executives and directors indemnifying them against certain liabilities incurred in connection with the performance of their duties. The Company’s Certificate of Incorporation and Bylaws contain comparable indemnification obligations with respect to the Company’s current directors and employees. In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe third-party patents or other intellectual property rights as well as personal injury or property damage. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its condensed consolidated results of operations or financial condition. | 17. Commitments and Contingencies Litigation and Asserted Claims The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. Although the Company is not currently subject to any material litigation, and no material litigation is currently threatened against the Company, the Company may be subject to legal proceedings, claims and litigation, including intellectual property litigation, arising in the ordinary course of business. Such matters are subject to many uncertainties and outcomes and are not predictable with assurance. The Company accrues amounts that it believes are adequate to address any liabilities related to legal proceedings and other loss contingencies that it believes will result in a probable loss that is reasonably estimable. In February 2020, Tactical Air Support (“TAS”) filed a lawsuit in the California State Court in Los Angeles against the Company’s wholly-owned subsidiary, Xsens North America, Inc. (“Xsens North America”). In the complaint, TAS alleged tort and contract-based causes of action arising from TAS purchases of allegedly defective Xsens North America inertial measurement unit devices (“IMUs”). TAS never deployed IMUs in its military aircraft. In response, Xsens North America removed the case to the California Federal District Court in Los Angeles based upon the party’s diversity of citizenship. The Company filed a Motion to dismiss each of TAS’ alleged non-contract-based non-contract-based In April 2022, the Company received a demand letter concerning its alleged failure to make various payments to certain selling shareholders of Kinduct Technologies Inc. (“Kinduct Shareholders”) pursuant to the Amended and Restated Share Purchase Agreement dated as of September 10, 2020 (the “Purchase Agreement”). The Kinduct Shareholders alleged that the Issuer has breached the Purchase Agreement by failing to make certain payments by March 31, 2022. On December 16, 2022, Movella and the Kinduct Shareholders reached an agreement whereby Movella paid $1.0 million on December 20, 2022, and agreed to make quarterly payments of $ million commencing on March 31, 2023 unless an Acceleration Event occurred in which case payment would remaining million that is recorded as a current liability in the accompanying consolidated balance sheets and such amount is accruing interest at % per annum, pursuant to the Purchase Agreement million balance inclusive of principal interest shareholders Indemnification The Company has entered into agreements with its current and former executives and directors indemnifying them against In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe third-party patents or other intellectual property rights as well as personal injury or property damage. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition. |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Commitments and Contingencies | Note 6-Commitments Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $ per unit, or $ million in the aggregate, payable upon the closing of the Initial Public Offering. In addition, $ per unit, or approximately $ million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On September 27, 2022, Deutsche Bank Securities, Inc. irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement of approximately $6.3 million. The Company derecognized approximately $6.1 million of the commissions waiver allocated to Public Shares to the carrying value of the Class A ordinary shares subject to possible redemption and the remaining balance of approximately $190,000 as a gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities. On October 12, 2022, RBC Capital Markets, LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement in connection with the Initial Public Offering. On October 29, 2022, Stifel, Nicolaus & Company, Inc. irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement of approximately million. The Company derecognized approximately $5.0 million of the commissions waiver allocated to Public Shares to the carrying value of the Class A ordinary shares subject to possible redemption and the remaining balance of approximately $156,000 as a gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. Consulting Agreements The Company has an agreement with third party consultant to provide certain advisory services to the Company relating to identification of and negotiation with potential targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultants have agreed to defer their fees and have payment of such fees to be solely contingent on the Company closing an initial Business Combination. As of December 31, 2022 and 2021, the Company has incurred approximately $ million and $ million, respectively, in contingent fees pursuant to these agreements. The Company recognized an expense for these services as of December 31, 2022 when the performance trigger was considered probable, which in this case occurred upon the closing of a Business Combination with Movella Inc. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | 8. Net Income (Loss) per Share The following table sets forth the computation of the basic and diluted net income (loss) per share attributable to common stockholders for the three months ended March 31, 2023, and 2022 (in thousands except share and per share amounts): Three Months Ended 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic $ 15,520 $ (6,255 ) Add: Deemed dividends from accretion of Series D-1 Preferred Stock 316 — Add: Convertible notes interest expense and loss on debt extinguishment 219 — Net income (loss) attributable to common stockholders, diluted $ 16,055 $ (6,255 ) Denominator: Weighted-average common shares outstanding for basic EPS 30,440,497 4,529,543 Weighted average shares from preferred stock converted into common shares 12,566,203 — Weighted average dilutive outstanding options 1,080,655 — Weighted average shares from convertible notes converted into common shares 296,949 — Weighted average Legacy Movella warrants converted into common shares 178,181 — Diluted weighted-average common shares outstanding 44,562,485 4,529,543 Net income (loss) per share: Basic net income (loss) per share attributable to common stockholders $ 0.51 $ (1.38 ) Diluted net income (loss) per share attributable to common stockholders $ 0.36 $ (1.38 ) Potentially dilutive securities that were not included in the diluted per share calculations as of March 31, 2023 and 2022 because they would be anti-dilutive were as follows: March 31, 2023 2022 Convertible preferred stock — 27,543,266 Outstanding stock options 1,682,520 7,493,066 Convertible notes(a) — 616,506 Legacy Movella Common stock warrants (1:1) — 291,502 Legacy Movella Preferred stock warrants (1:1) — 24,437 Public warrants (1:1) 6,499,961 — Private warrants (1:1) 4,250,000 — Total 12,432,481 35,968,777 (a) Assumes conversion at $9.80 per share. | 11. Earnings per share The following table sets forth the computation of the basic and diluted earnings per share attributable to common stockholders for the years ended December 31, 2022, and 2021 (in thousands except share and per share amounts): Years Ended December 31, 2022 2021 Numerator: Net loss from continuing operations $ (33,047 ) $ (18,803 ) Less: Net loss from continuing operations, attributable to noncontrolling interest 632 1,300 Deemed dividends from accretion of Series D-1 (2,684 ) (2,511 ) Loss from continuing operations attributable to common stockholders (35,099 ) (20,014 ) Loss from discontinued operations, net of tax — (156 ) Net loss attributable to common stockholders $ (35,099 ) $ (20,170 ) Denominator: Weighted-average ordinary shares outstanding, basic and diluted 11,285,170 9,101,819 Basic and diluted net income (loss) per share attributable to common stockholders: Continuing operations $ (3.11 ) $ (2.20 ) Discontinued operations $ — $ (0.02 ) Net loss $ (3.11 ) $ (2.22 ) Potentially dilutive securities that were not included in the diluted per share calculations as of December 31, 2022 and 2021 because they would be anti-dilutive were as follows: December 31, 2022 2021 Convertible preferred stock 56,361,224 56,355,551 Outstanding stock options 11,645,320 14,999,056 Convertible notes (a) 1,324,635 — Common stock warrants (1:1) 596,435 580,114 Preferred stock warrants (1:1) — 50,000 Total 69,927,614 71,984,721 (a) Assumes conversion at $4.79 per share. |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 7-Class The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 32,500,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheet is reconciled on the following table: Gross proceeds $ 325,000,000 Less: Fair value of Public Warrants at issuance (9,880,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,947,372 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 27,827,372 Class A ordinary shares subject to possible redemption as of December 31, 2021 325,000,000 Plus: Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption 11,029,200 Less: Adjustment for accretion of Class A ordinary shares subject to possible redemption amount (7,492,812 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 328,536,388 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
PATHFINDER ACQUISITION CORPORATION [Member] | |
Shareholders' Deficit | Note 8-Shareholders’ Preference Shares - no Class A Ordinary Shares - 7 Class B Ordinary Shares - collectively represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units on February 19, 2021 and on April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 500,000 Class B ordinary shares were subsequently forfeited. As of December 31, 2022 and 2021, there were 8,125,000 Class B ordinary shares issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
PATHFINDER ACQUISITION CORPORATION [Member] | |
Warrants | Note 9 - Warrants As of December 31, 2022 and 2021, the Company had 6,500,000 of Public Warrants and 4,250,000 of Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement relating to the Public Warrants. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th The warrants have an exercise price of $ per share, subject to adjustments, and will expire after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “- Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00” and “- Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00” as described below. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | 3. Fair Value Measurements The Company categorizes assets and liabilities recorded at fair value on the Company’s condensed consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: • Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. • Level 3—Inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The carrying amount of the Company’s financial instruments including cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of their short maturities, the Venture Linked Notes are carried at fair value due to the Company’s election of the ASC 825 fair value option, while the convertible notes and the deferred payout owed to the sellers of Kinduct were carried at amortized cost, with the convertible notes adjusted for changes in fair value of the embedded derivative. As of March 31, 2023 and December 31, 2022, the carrying amount of the Venture Linked Notes was $42.9 million and zero, respectively. Refer to Note 5. Debt for additional information on the Venture Linked Notes. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis as of March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents Money market funds $ 50,119 $ — $ — $ 50,119 Total assets $ 50,119 $ — $ — $ 50,119 Financial Liabilities Venture Linked Notes $ — $ — $ 42,874 $ 42,874 Public warrants 876 — — 876 Private warrants — 637 — 637 Total liabilities $ 876 $ 637 $ 42,874 $ 44,387 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis as of December 31, 2022 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents Money market funds $ 11 $ — $ — $ 11 Marketable equity securities 2 — — 2 Total assets $ 13 $ — $ — $ 13 Financial Liabilities Pre-Close Notes $ — $ — $ 25,300 $ 25,300 Embedded derivative in convertible notes — — 60 60 Total liabilities $ — $ — $ 25,360 $ 25,360 Level 1 instruments include highly liquid money market funds classified as cash equivalents and the public warrants. The Company utilized the market approach and Level 1 valuation inputs to value its money market mutual funds and the public warrants. As of March 31, 2023 and December 31, 2022, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. The estimated fair value of the available-for-sale marketable equity securities may not be representative of values that will be realized in the future. Level 2 instruments include the Private warrants, whose fair value is primarily determined using quoted prices for the Public warrants. Level 3 instruments include the Venture Linked Notes and the warrant liabilities assumed in connection with the Business Combination Agreement. Public Warrants The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The public warrants were initially recognized as a liability in connection with the Business Combination on February 10, 2023 at a fair value of $1.8 million. As of March 31, 2023, the estimated fair value of the public warrants was $0.9 million. The non-cash gain of $0.9 million resulting from the change in fair value of the public warrants between February 10, 2023, and March 31, 2023 is recorded in change in fair value of warrant liabilities in our consolidated statements of operations and comprehensive loss during the three months ended March 31, 2023. Private Placement Warrants The private placement warrants were initially recognized as a liability in connection with the Business Combination on February 10, 2023 at a fair value of $1.1 million and was primarily determined based on the quoted price of the public warrants. As of March 31, 2023, the estimated fair value of the private placement warrants was $0.6 million. The non-cash gain of $0.5 million resulting from the change in fair value of the private placement warrants between February 10, 2023, and March 31, 2023 is recorded in change in fair value of warrant liabilities in our consolidated statements of operations and comprehensive loss during the three months ended March 31, 2023. Venture Linked Notes The Company elected the fair value option per ASC 825 for the Venture Linked Notes, accordingly the estimated fair value of the Venture Linked Notes at March 31, 2023 was determined using a binomial lattice model with significant assumptions including Movella’s stock price, dividend yield, expected volatility, the risk-free rate, the discount rate, the term of the instrument, and lattice model inputs such as movement up or down and the probability of such movements. Changes in the fair value of the Venture Linked Notes and Pre-Close Notes totaling a net gain of $31.9 million and zero for the three months ended March 31, 2023 and 2022 are included in the Company’s consolidated statement of operations within other income (expense), net within the caption “Revaluation of debt, net”. As of March 31, 2023, the $75.0 million principal amount of Venture Linked Notes had a fair value of $42.9 million. The fair value of the Venture Linked Notes was determined using a binomial lattice model with the following key assumptions: March 31, February 10, Term 4.9 years 5.0 years Stock price $ 1.36 per share $ 8.58 per share Dividend yield — % — % Expected volatility 67.5 % 67.5 % Risk-free rate 3.7 % 3.9 % Risky rate 26.6 % 25.6 % Movement up 1.15 1.15 Movement down 0.87 0.87 Probability up 47.1 % 47.1 % Probability down 52.9 % 52.9 % There were no transfers between fair value measurement levels during any presented period. | 3. Fair Value Measurements The Company categorizes assets and liabilities recorded at fair value on the Company’s consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: • Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. • Level 3—Inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The carrying amount of the Company’s financial instruments including cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of their short maturities, the Pre-Close Notes are carried at fair value due to the Company’s electing of the ASC 825 fair value option, while the convertible notes and the deferred payout owed to the sellers of Kinduct are carried at amortized cost, with the convertible notes adjusted for changes in fair value of the embedded derivative. It is not practicable to determine the fair value of the convertible notes or the deferred payout owed to the sellers of Kinduct due to the lack of information available to calculate the fair value of such notes. As of December 31, 2022 and 2021, the carrying amount of the Pre-Close Notes was $ million and , respectively, while the carrying value of the convertible notes was $ million and , respectively and the carrying amount of the deferred payout owed to the sellers of Kinduct was $ million and $ million, respectively. See Note 6. Debt for additional information on the Pre-Close Notes and convertible notes. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents Money market funds $ 11 $ — $ — $ 11 Marketable equity securities 2 — — 2 Total assets $ 13 $ — $ — $ 13 Financial Liabilities Pre-Close $ — $ — $ 25,300 $ 25,300 Embedded derivative in convertible notes — — 60 60 Total liabilities $ — $ — $ 25,360 $ 25,360 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents: Money market funds $ 11 $ — $ — $ 11 Marketable equity securities 58 — — 58 Total assets $ 69 $ — $ — $ 69 Level 1 instruments include highly liquid money market funds classified as cash equivalents, as well as marketable equity securities. The Company utilized the market approach and Level 1 valuation inputs to value its money market mutual funds and marketable equity securities. As of December 31, 2022 and 2021, the carrying amount of cash equivalents approximated fair value due to the short period of time to maturity. The estimated fair value of the available-for-sale Level 3 instruments include the Pre-Close Derivatives and Hedging identified an embedded derivative that required bifurcation. The derivative embedded in the convertible notes is a contingent put upon change in control that would allow the noteholder to put the convertible notes to the Company at 1.5 times the then-outstanding principal and accrued interest. The estimated fair value of the embedded derivative at December 31, 2022 was determined using significant assumptions which include management estimates on the probability of a contingent event occurring, the term of the instrument, present value of common stock, rate of return on common stock, future value of common stock, and the discount rate. Changes in the fair value of the embedded derivative totaling a gain of Pre-Close Pre-Close Pre-Close Pre-Close There were no transfers between fair value measurement levels during any presented period. |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Fair Value Measurements | Note 10-Fair The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account-money market fund $ 328,636,388 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ — $ 1,495,000 $ — Derivative warrant liabilities-Private placement warrants $ — $ 977,500 $ — December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account-money market fund $ 325,028,452 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ — $ 3,835,000 $ — Derivative warrant liabilities-Private placement warrants $ — $ 2,507,500 $ — Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities with an original maturity of 185 days or less. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in April 2021, when the Public Warrants were separately listed and traded in an active market. Subsequently in December 2021, the estimated fair value of Public Warrants was transferred from a Level 1 measurement to Level 2 measurement due to lack of trading activity. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in April 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the years ended December 31, 2022 and 2021. The initial fair value of the Public and Private Placement Warrants, issued in connection with the Initial Public Offering, has been estimated using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The estimated fair value of the Public and Private Placement Warrants, prior to Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public and Private Placement Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public and Private Placement Warrants, assuming one year to a Business Combination from the IPO date. Finally, the Company does not anticipate paying a dividend. The most significant input was volatility and significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 16,340,000 Transfer of Public Warrants to Level 1 (8,710,000 ) Transfer of Private Warrants to Level 2 (5,695,000 ) Change in fair value of derivative warrant liabilities (1,935,000 ) Derivative warrant liabilities at December 31, 2021 $ — |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2023 | |
ReverseRecapitalization [Abstract] | |
Reverse Recapitalization | 4. Reverse Recapitalization On February 10, 2023, Movella and Pathfinder consummated the transactions contemplated by the Business Combination Agreement. In connection with the Closing, each share of preferred stock of Legacy Movella was converted into common stock and, immediately thereafter, each share of common stock of Legacy Movella that was issued and outstanding immediately prior to the effective time of the Business Combination (other than excluded shares as contemplated by the Business Combination Agreement) was canceled and converted into the right to receive approximately 0.4887 shares (the “Exchange Ratio”) of New Movella common stock. At the Closing, each option to purchase Legacy Movella’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of New Movella common stock in the manner set forth in the Business Combination Agreement. On November 14, 2022, Movella, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P., as purchasers (the “FP VLN Purchasers”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) pursuant to which, (a) Movella issued and sold to the FP VLN Purchasers, and the FP VLN Purchasers purchased, the Pre-Close Notes and (b) subject to the fulfillment of certain conditions precedent (including the consummation of the Merger), Movella agreed to issue and sell to the FP VLN Purchasers, and the FP VLN Purchasers agreed to purchase, on the Closing Date, the Venture Linked Notes, in each case, for the consideration, as set forth in the Note Purchase Agreement. In exchange for the entry into a Transaction Support Agreement for the FP Shares, pursuant to which the FP Credit Partners Phoenix II, L.P. and FP Credit Partners II, L.P (the “FP Purchasers”) agreed to, among other matters, refrain from redeeming the FP Shares (outside of certain circumstances), the Note Purchase Agreement provides that Movella issued and FP purchased notes evidencing the Venture Linked Notes, the deemed proceeds of which were used to, among other things, refinance the Pre-Close Notes in their entirety. Pursuant to the Venture Linked Notes, Movella Holdings has the right, subject to certain exceptions, to cause the FP Purchasers to sell all or a portion of the FP VLN Shares at any time at its sole discretion over the life of the Venture Linked Notes, and a percentage of the proceeds (which percentage is a function of when proceeds are generated, based on a predetermined schedule with a sliding scale) of any such sale shall be applied as a credit against the outstanding obligations under the Venture Linked Notes upon repayment of the Venture Linked Notes in full or a refinancing event. The Venture Linked Notes will mature five years after the Closing Date. On December 5, 2022, the FP Purchasers commenced (within the meaning of Rule 14d-2 no Class A ordinary shares were purchased in the Tender Offer, all Class A ordinary shares previously tendered and not withdrawn were promptly returned to tendering holders, and FP purchased 7.5 million shares of New Movella Common Stock in a private placement (the “FP Private Placement”). In connection with the Note Purchase Agreement, Pathfinder and the FP Purchasers entered into an agreement (the “Equity Grant Agreement”) that provides for the issuance of 1.0 million subject to and conditioned upon the Merger occurring, and the full deemed funding of the Venture Linked Notes and the acquisition by the FP Purchasers or its affiliates of 7.5 million shares of New Movella Common Stock in the FP Private Placement (the “FP VLN Shares” and, together with the Grant Shares, the “FP Shares”). 1.0 million shares under the Equity Grant Agreement was negotiated by Pathfinder concurrently with the Note Purchase Agreement and represents an obligation of Pathfinder as of the Closing, Pathfinder recognized the expense associated with the fair value of the issuance of these shares immediately prior to the consummation of the Merger. In connection with the Merger, New Movella assumed all issued and outstanding Pathfinder ordinary shares and converted the Pathfinder ordinary shares to shares of New Movella, as described further below. The Company accounted for the Business Combination as a reverse recapitalization whereby Legacy Movella was determined as the accounting acquirer and Pathfinder as the accounting acquiree. Refer to Note 1. Overview and Summary of Significant Accounting Policies , for further details. Accordingly, the Business Combination was treated as the equivalent of Legacy Movella issuing stock for the net assets of Pathfinder, accompanied by a recapitalization. The net assets of Pathfinder are stated at historical cost, with no goodwill or other intangible assets recorded. Upon the closing of the Transactions and the issuance of the Venture Linked Notes, the Company received total gross proceeds of $111.0 million, which consisted of $36.0 million from Pathfinder’s trust and $75.0 million from the Venture Linked Notes. Such gross proceeds were offset by $27.5 million of transaction costs, which principally consisted of advisory, legal and other professional fees, and were allocated to the fair value of the equity issued on the Closing Date, as detailed below, and the Venture Linked Notes and Pathfinder warrants on a relative fair value basis. The transaction costs allocated to the equity issued on the Closing Date were accounted for as a reduction in additional paid-in capital, and the transaction costs allocated to the Venture Linked Notes and Pathfinder warrants were expensed immediately on the Closing Date. Debt repayments, inclusive of accrued but unpaid interest, of $25.6 million were paid in conjunction with the Closing, which consisted of a $25.6 million repayment of the Pre-Close Notes. Upon the consummation of the Merger, New Movella adopted a single class stock structure pursuant to which the following events contemplated by the Business Combination Agreement occurred, based on Legacy Movella’s capitalization as of February 10, 2023: • All 56,361,224 issued and outstanding shares of Legacy Movella redeemable convertible preferred stock were converted into 56,438,820 shares of Legacy Movella common stock at the conversion rate as calculated pursuant to Legacy Movella’s certificate of incorporation; • All of the outstanding principal and accrued interest on the convertible notes of Legacy Movella were converted into 1,333,712 shares of Legacy Movella common stock at the conversion rate as calculated pursuant to the terms of each of the Legacy Movella convertible notes; • All 596,435 issued and outstanding warrants of Legacy Movella were net exercised in exchange for 546,056 shares of Legacy Movella common stock pursuant to the terms of the applicable warrant agreement; • All 71,077,736 issued and outstanding shares of Legacy Movella common stock (including 12,759,148 shares of Legacy Movella common stock, 56,438,820 • All 11,637,195 granted and outstanding unexercised Legacy Movella options were converted into 5,687,048 New Movella options exercisable for shares of New Movella common stock with the same terms and vesting conditions except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio of approximately 0.4887 as calculated in accordance with the Business Combination Agreement. In connection with the Closing of the Merger: • All 3,354,708 issued and outstanding non-redeemed Pathfinder Class A ordinary shares were converted into 3,354,708 shares of New Movella common stock on a one-for-one basis in accordance with the Business Combination Agreement. Pathfinder’s public shareholders holding 29,145,292 Pathfinder Class A ordinary shares elected to redeem their shares prior to the Closing; • Pathfinder Acquisition LLC, a Delaware limited liability company (the “Sponsor”) forfeited approximately 50.0 percent, or 4,025,000 shares of Pathfinder Class B ordinary shares held by the Sponsor (“Sponsor Shares”) at the Closing in accordance with the Sponsor Letter Agreement for no consideration. The remaining 4,100,000 issued and outstanding Pathfinder Class B ordinary shares were converted into 4,100,000 shares of New Movella common stock on a one-for-one basis in accordance with the Business Combination Agreement; • All 7,500,000 issued and outstanding FP VLN shares of New Movella common stock; • All 1,000,000 issued and outstanding FP Shares issued in accordance with the Equity Grant Agreement to the FP Purchasers were converted into 1,000,000 shares of New Movella common stock; • All 4,250,000 issued and outstanding Pathfinder private placement warrants were converted into 4,250,000 New Movella • All 6,500,000 issued and outstanding Pathfinder public warrants were converted into 6,500,000 New Movella warrants that each represent the right to acquire one share of New Movella common stock for $11.50. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | 18. Subsequent Events In preparing the consolidated financial statements as of and for the year ended December 31, 2022, subsequent events were evaluated from the balance sheet date through March 31, 2023, the date these consolidated financial statements were available to be issued. Business Combination Agreement On February 10, 2023 (the “Closing Date”), Movella Holdings Inc., a Delaware corporation (formerly known as Pathfinder Acquisition Corporation (“Pathfinder”)) (the “Company” or “New Movella”), consummated the previously announced business combination (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated October 3, 2022 (the “Business Combination Agreement”), by and among Pathfinder, Motion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pathfinder (“Merger Sub”) and Movella Inc., a Delaware corporation (“Movella”). In connection with the domestication of Pathfinder as a Delaware corporation (the “Domestication”), on the Closing Date prior to the Effective Time (as defined below): (i) each issued and outstanding Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and each issued and outstanding Class B ordinary share, $0.0001 par value per share (“Class B ordinary shares”), of Pathfinder were converted into one share of common stock, $0.00001 par value per share, of New Movella (“New Movella Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of Pathfinder was automatically converted into a warrant to purchase one share of New Movella Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, dated as of February 16, 2021, between Pathfinder and Continental Stock Transfer & Trust Company (the “Pathfinder Warrant Agreement”); (iii) the governing documents of Pathfinder were amended and restated and became the certificate of incorporation and the bylaws of New Movella; and (iv) Pathfinder’s name changed to “Movella Holdings Inc.” In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of Pathfinder issued in its initial public offering (“Pathfinder Units”) (each Pathfinder Unit consisting of one Class A ordinary share of Pathfinder and one-fifth and one-fifth On the Closing Date, promptly following the consummation of the Domestication, Merger Sub merged with and into Movella (the “Merger”), with Movella continuing as the surviving company in the Merger and, after giving effect to the Merger, Movella became a wholly owned subsidiary of New Movella (the time that the Merger became effective being referred to as the “Effective Time”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, immediately prior to the Effective Time, (i) each share of preferred stock of Movella was converted into a number of shares of common stock, $0.01 par value per share, of Movella (“Movella Common Stock”) set forth on the allocation schedule delivered in connection with Business Combination Agreement, (ii) each warrant to purchase shares of Movella Common Stock was net exercised in exchange for a number of shares of Movella Common Stock determined in accordance with the terms of the warrant agreements under which such warrants were issued; and (iii) each convertible note issued by Movella was automatically and fully converted into a number of shares of Movella Common Stock in accordance with the terms of such notes. Thereafter, at the Effective Time, each share of Movella Common Stock outstanding as of immediately prior to the Effective Time (other than any shares held by dissenting holders of shares of Movella Common Stock who demanded appraisal of such shares and complied with Section 262 of the General Corporation Law of the State of Delaware) was exchanged for shares of New Movella Common Stock and each outstanding Movella option to purchase a share of Movella Common Stock (a “Movella Option”) (whether vested or unvested) was cancelled and extinguished in exchange for an option to purchase New Movella Common Stock (on an as-converted basis) implied Movella pre-transaction Sponsor Letter Agreement In connection with the Business Combination Agreement, on October 3, 2022, Pathfinder Acquisition LLC (the “Sponsor”), Pathfinder, and each of Pathfinder’s directors and officers (collectively, the “initial shareholders”) entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, Sponsor agreed, solely in the circumstances described in the Sponsor Letter Agreement, to forfeit 50% of its Class B ordinary shares (the “Forfeiture”), or 4,025,000 Class B ordinary shares (the “Forfeiture Shares”). Shareholder Rights Agreement Concurrently with the execution of the Business Combination Agreement, on October 3, 2022, Pathfinder, the Sponsor, Movella, FP Credit Partners, L.P. (together with certain of its affiliates, “Francisco Partners”), and certain other equityholders of Pathfinder (collectively, the “Investors”) entered into a Shareholder Rights Agreement (the “Shareholder Rights Agreement”) to be effective upon closing of the Business Combination (the “Closing”) pursuant to which, among other things, the Investors have been granted certain customary registration rights. Pursuant to the Shareholder Rights Agreement, the Sponsor and the Legacy Pathfinder Holders (as defined in the Shareholder Rights Agreement) have agreed not to effect any sale or distribution of any equity securities of New Movella held by any of them during the period commencing on the Closing Date and ending on the earlier of (a) the date that is three hundred and sixty five ( 30-trading ( ( Pursuant to the Shareholder Rights Agreement, Pathfinder provided certain registration r i Francisco Partners Equity Grant Agreement and Subscription Agreement On November 14, 2022, Pathfinder and the FP Purchasers entered into an Equity Grant Agreement (the “Equity Grant Agreement”) that provided for the issuance of 1.0 million shares of New Movella Common Stock (the “Equity Grant Shares”) by New Movella to the FP Purchasers (the “Equity Grant”) at the Effective Time, subject to and conditioned upon the consummation of the Merger, the full deemed funding of the VLN Facility (as defined below) and the acquisition by the FP Purchasers or its affiliates of $75.0 million of Pathfinder’s Class A ordinary shares in a tender offer (the “Tender Offer”) and/or shares of New Movella Common Stock in a private placement. On January 9, 2023, Pathfinder entered into a Subscription Agreement (the “Subscription Agreement”) with the FP Purchasers, pursuant to which the FP Purchasers agreed to purchase 7,500,000 shares of New Movella Common Stock (the “FP VLN Shares” and, together with the Equity Grant Shares, the “FP Shares”) at a purchase price of $10.00 per share for an aggregate purchase price of $75.0 million (the “FP Private Placement”). On the Closing Date, the Sponsor forfeited the Forfeiture Shares, New Movella issued the Equity Grant Shares to the FP Purchasers pursuant to the Equity Grant, and the FP Purchasers purchased shares of New Movella Common Stock in the FP Private Placement at a price of $10.00 per share. The FP VLN Shares were not registered with the SEC at Closing, provided, that, such shares of New Movella Common Stock became subject to registration rights pursuant to the Shareholder Rights Agreement. Pathfinder’s Class A ordinary shares, public warrants and the Pathfinder Units were historically quoted on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PFDR,” “PFDRW,” and “PFDRU,” respectively. On the Closing Date, the Pathfinder Units automatically separated into the component securities and, as a result, no longer trade as a separate security. On February 13, 2023, the New Movella Common Stock and warrants began trading on Nasdaq under the symbols “MVLA” and “MVLAW,” respectively. Note Purchase Agreement On November 14, 2022, Movella entered into that certain Note Purchase Agreement (the “Note Purchase Agreement”), by and among Movella, the guarantors party thereto, the Purchasers and Wilmington Savings Fund F-87 Society, FSB, as administrative agent and collateral agent, pursuant to which, Movella issued and sold to the Purchasers, and the Purchasers purchased, senior secured notes of Movella in an aggregate original principal amount of $ million (the “Pre-Close Facility”). On the Closing Date, the net proceeds of the FP Private Placement were received by the Company and Movella was deemed to have issued to the Purchasers, and the Purchasers were deemed to have purchased, a 5-year $75.0 million venture-linked secured note (the “VLN Facility”) under the Note Purchase Agreement. A portion of the proceeds of the FP Private Placement made available through the VLN Facility was used by the Company to prepay the Pre-Close Facility in full and to pay transaction expenses associated with the financing arrangements contemplated by the Note Purchase Agreement. The remaining proceeds of the VLN Facility are available for growth and working capital and general corporate purposes. The obligations of Movella under the Note Purchase Agreement are guaranteed by certain of its subsidiaries and secured by substantially all of Movella’s and such subsidiaries’ assets. New Movella also became a secured guarantor of the obligations under Note Purchase Agreement. The notes evidencing the VLN Facility (the “VLN Notes”) bear interest at a per annum rate equal to 9.25% and interest is paid in kind on the last business day of each calendar quarter commencing with the first calendar quarter following the Closing Date. Interest is also payable in cash on the date of any prepayment or repayment of the VLN Notes (subject however, in certain cases, to the payment of a contractual return, if such contractual return is greater than the amount of all accrued and unpaid interest (other than default interest, if any)). Subject to certain exceptions in connection with certain qualified refinancing events, on the date of any voluntary or mandatory prepayment or acceleration of the VLN Notes, a scheduled contractual return is required to be paid, if greater than the amount of all accrued and unpaid interest (other than default interest, if any). When paid, such contractual return will be deemed to constitute payment of all accrued and unpaid interest (other than default interest, if any) on the principal amount of the VLN Notes so prepaid, repaid or accelerated, as applicable, including all interest on the VLN Notes that was previously paid in kind. The Company has the right, subject to certain exceptions, to cause the FP Purchasers (or their permitted assignees) to sell all or a portion of the FP VLN Shares at any time in its sole discretion over the life of the VLN Facility, and a percentage of the proceeds (which percentage is a function of when proceeds are generated, based on a predetermined schedule with a sliding scale) of any such sale shall be applied as a credit against the outstanding obligations under of the VLN Facility upon a repayment of the VLN Facility in full or a refinancing event. The VLN Facility will mature on February 10, 2028. There are no regularly scheduled amortization payments on the VLN Facility until the maturity date, however, there are customary mandatory prepayment events in connection with the receipt of net proceeds from extraordinary receipts and dispositions (subject, in the case of dispositions, to certain customary exceptions and customary reinvestment rights), debt issuances and upon events specified in the Note Purchase Agreement to be a change of control. The VLN Facility may be optionally prepaid in whole or in part. All such prepayments are required to be accompanied by accrued and unpaid interest on the amount prepaid or if greater (excluding default interest, if any), payment of the contractual return. The Note Purchase Agreement contains a number of covenants that, among other things, restrict, in each case subject to certain exceptions, the ability of the Company and its subsidiaries to: • create, assume or suffer to exist liens and indebtedness; • make investments; • engage in mergers or consolidations, liquidations, divisions or the disposal of all or substantially all of such person’s • make dispositions or have subsidiaries that are not wholly-owned; • declare or make dividends or other distributions or certain restricted payments to or on account of equity holders, or prepay indebtedness; • make material changes to its line of business; • engage in affiliate transactions; and • with respect to New Movella, conduct or engage in any business or operations, other than in its capacity as a holding company and activities incidental thereto. The Note Purchase Agreement also contains a financial covenant requiring the Company and its subsidiaries to achieve positive EBITDA on a consolidated basis for the most recently ended four-quarter period, commencing with the last day of the fiscal quarter ending June 30, 2024 and as of the last day of each fiscal quarter thereafter. The Note Purchase Agreement contains customary events of default, including nonpayment of principal, interest or other amounts; material inaccuracy of a representation or warranty; violation of specific covenants identified in the Note Purchase Agreement; cross default and cross-acceleration to material indebtedness; bankruptcy and insolvency events; unsatisfied material judgments; actual or asserted invalidity of the Note Purchase Agreement, related note documents or other material documents entered into in connection with transactions contemplated by the Note Purchase Agreement, and events specified to be a change of control. Upon the closing of the and $34.4 including costs incurred by Pathfinder by the company 3 Pre-Close this method of accounting, Pathfinder will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on: • former Company stockholders having the largest voting interest Holdings • the board of directors of Movella Holdings Inc. having seven members, six of which were • the Company’s management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; • the post-combination company assuming the Movella name; • Movella Holdings Inc. maintaining the pre-existing headquarters; • the intended strategy of Movella Holdings Inc. being a continuation of the Company’s strategy. Accordingly, the business combination will be treated as the equivalent of the Company issuing stock for the net assets of PFDR, accompanied by a recapitalization. The net assets of PFDR will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of the Company. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. The Company held cash and cash equivalents in multiple accounts at SVB which potentially exposed the Company to significant credit risk. On March 12, 2023, the FDIC acted to fully protect all insured and uninsured depositors by guaranteeing all deposits, alleviating such credit risk. Subsequent to March 13, 2023, the Company currently holds substantially all of its cash and cash equivalents at multiple other financial institutions in custodial accounts in order to further alleviate its credit risk. Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the consolidated financial statements were available for issuance. Based upon this review, except as noted above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
PATHFINDER ACQUISITION CORPORATION [Member] | |
Subsequent Events | Note 11-Subsequent The Company has evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date consolidated financial statements were available to be issued. Based upon this review, except as noted in Note 1 and Note 5, and as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On February 8, 2023, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”) at which the Company’s shareholders considered and adopted, among other matters, the Business Combination Agreement and the business combination with Movella Inc. In connection with the Extraordinary General Meeting, holders of 28,961,090 Class A ordinary shares exercised their right to redeem those shares for cash at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of approximately $294.2 million. Following such redemptions, 3,538,910 Class A ordinary shares remained outstanding, representing approximately $36.2 million cash in trust available |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2022 | |
Joint Venture [Abstract] | |
Joint Venture | 4. Joint Venture On October 26, 2018, the Company, through its wholly-owned subsidiary, mCube Hong Kong, entered into an Equity Joint Venture Contract (“JV”) with a Chinese entity Qingdao Microelectronics Innovation Center Co., Ltd. (“QMICC”) to form Qingdao Hygealeo Technology Co. Ltd. (“Qingdao JV”). The Company contributed know-how for 70% ownership of the Qingdao JV and QMICC agreed to contribute approximately $16.5 million based on then-prevailing foreign exchange currency rates for 30% ownership. Qingdao JV is engaged in research and development, application and sale of intelligent sensor module turnkey solutions. Qingdao JV was formed and headquartered in Laoshan District, Qingdao, Shandong Province, People’s Republic of China (“PRC”). On April 6, 2020, Golden Maple, Inc., a company headquartered in Zhejiang, China (“Golden Maple”), merged with Qingdao JV. Golden Maple investors exchanged its equity capital valued at approximately $8.3 million at then-prevailing foreign currency exchange rates for 14% of Qingdao JV’s equity interest. Immediately following the effectiveness of the merger between both entities, the current Qingdao JV shareholders, mCube Hong Kong Limited and QMICC, own approximately 60% and 26% of the Company’s subsidiary interest, respectively. Based on the Company’s analysis of the JV under ASC 810 – Consolidation d 2021. As of December 31, 2022, Qingdao JV had received total proceeds to date of approximately $7.9 million from QMICC which has been recorded as non-controlling During the years ended December 31, 2022 and 2021, Qingdao JV received government subsidies of $0.1 million and $0.3 million, respectively, which were recorded as other income, net in the accompanying consolidated statements of operations. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued Operations On June 8, 2020, the Company’s subsidiary mCube International Limited and a privately-held company based in China, MEMSIC Semiconductor (Tianjin) Co. Ltd. (“MEMSIC”) entered into a License Agreement whereby the Company granted MEMSIC and its subsidiaries an exclusive, non-transferable, ws Due Date Consideration Amount June 2020 Cash $ 15,000 June 2020 Equity of MEMSIC 25,000 June 2021 Cash 10,000 June 2021 Equity of MEMSIC (maximum amount contingent achieving on targets) 8,000 June 2022 Equity of MEMSIC (maximum amount contingent achieving on targets) 8,000 June 2023 Equity of MEMSIC (maximum amount contingent achieving on targets) 9,000 $ 75,000 On June 8, 2020, the Company also entered an office sublease agreement and a transition service agreement with MEMSIC. The term of this Lease (the “Term”) commenced on June 8, 2020 and was renewed through March 31, 2023. The transition service agreement include (1) All personnel salaries and the related overheads will be billed at costs + 3% from the Company’s Hsinchu office, (2) half of the Hsinchu office lease costs at costs +3%, (3) IT and software subscription service, (4) equipment leases, (5) laboratory services at actual costs +3%, and (6) legal, administrative and accounting service at actual costs +3%. As of December 31, 2020, the Company received the first tranche cash payment of $12.6 million which was net of withholding tax of $2.4 million, of which $0.8 million was recorded as other receivable. The Company received the remaining $10.0 million cash installment in June 2021 and received the non-marketable Overview and Summary of Significant Accounting Policies In July 2021, the Company decided to exit the remaining components business not licensed to MEMSIC due to continued operating losses incurred and a strategic decision to refocus the business. The decision supports the Company’s strategy to focus on value creation for shareholders by transforming the business from a focus on hardware to a full-stack, AI-enabled 205-20 The following table presents information related to the major classes of assets and liabilities that were classified as assets and liabilities from discontinued operations in the accompanying consolidated balance sheets (in thousands): December 31, 2022 2021 Other receivables - MEMSIC $ — $ 291 Current assets of discontinued operations — 291 Total assets of discontinued operations $ — $ 291 Accounts payable $ — $ 357 Current liabilities of discontinued operations — 357 Total liabilities of discontinued operations $ — $ 357 The following table provides a summary of operating results included in discontinued operations for the years ended December 31, 2022 and 2021 (in thousands): Years Ended 2022 2021 Revenue $ — $ 293 Cost of revenues — 181 Research and development — 103 General and administrative — 135 Loss from discontinued operations — (126 ) Other expense — (30 ) Loss from discontinued operations before income taxes — (156 ) Provision for income taxes — — Loss from discontinued operations, net of tax $ — $ (156 ) |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 5. Debt The following table summarizes the outstanding borrowings as of March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, Venture Linked Notes $ 75,000 $ — Pre-Close Notes — 25,300 Convertible notes - related party — 6,345 ACOA Loans 461 497 Add: fair value of embedded derivative in convertible notes — 60 Less: unamortized debt discounts and issuance costs — (219 ) Less: fair value adjustment on Venture Linked Notes (32,126 ) — Total debt $ 43,335 $ 31,983 Classification: Line of credit and current portion of long-term debt $ 148 $ 148 Long-term portion of term debt 43,187 25,649 Convertible notes, net – related party — 6,186 Term loans Pre-Merger On November 14, 2022, the Company and certain of its subsidiaries, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P., as purchasers (the “ Purchasers ”), entered into a Note Purchase Agreement (the “ Note Purchase Agreement ”) pursuant to which, (a) the Company issued and sold to the Purchasers, and the Purchasers purchased, senior secured notes of the Company in an aggregate original principal amount of $25 million (the “Pre-Close Facility ” or “Pre-Close Notes”), and (b) subject to the fulfillment of certain conditions precedent (including the consummation of the Merger), the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase, on the Closing Date, senior secured venture-linked notes in an aggregate original principal amount of $75 million (the “ VLN Facility ”), in each case, for the consideration (including via a deemed sale and purchase, as applicable), as set forth in the Note Purchase Agreement. The obligations of the Company under the Note Purchase Agreement are guaranteed by certain of its subsidiaries and secured by substantially all of the Company’s and such subsidiaries’ assets. Upon consummation of the Merger, New Movella will also be required to become a secured guarantor of the obligations under the Note Purchase Agreement. The commitment to provide the VLN Facility terminates upon the earliest to occur of (i) the termination of the Business Combination Agreement in accordance with its terms prior to the Closing Date and (ii) April 30, 2023 VLN Termination Date ”). The Merger was consummated on February 10, 2023 and thus the Closing Date occurred. The proceeds of the Pre-Close Facility were used, in part, to refinance certain existing debt of the Company and its subsidiaries and to pay a portion of the transaction expenses associated with the financing arrangements contemplated by the Commitment Letter (the “ FP Financing ”), with the remaining proceeds available for growth and working capital and general corporate purposes. A portion of the proceeds of the VLN Facility were used on the Closing Date to refinance the Pre-Close Facility and to pay transaction expenses associated with the FP Financing. After the Closing, the remaining proceeds of the VLN Facility are available for growth and working capital and general corporate purposes. The interest rate per annum applicable to notes under the Note Purchase Agreement is 9.25%. With respect to the notes evidencing the VLN Facility, interest is paid in kind on the last business day of each calendar quarter commencing with the calendar quarter ending immediately after the Closing Date. Interest is also payable in cash on the Closing Date or the date of any prepayment or repayment of notes (subject however, in certain cases, to the payment of a contractual return, if such contractual return is greater than the amount of all accrued and unpaid interest (other than default interest, if any)). Subject to certain exceptions in connection with certain qualified refinancing events and the repayment of the Pre-Close Facility on the Closing Date, on the date of any voluntary or mandatory prepayment or acceleration of the notes under the Note Purchase Agreement, a scheduled contractual return is required to be paid, if greater than the amount of all accrued and unpaid interest (other than default interest, if any). When such contractual return is paid, such contractual return will be deemed to constitute payment of all accrued and unpaid interest (other than default interest, if any) on the principal amount of notes so prepaid, repaid or accelerated, as applicable, including all interest on the notes that was previously paid in kind. After the Closing, New Movella will have the right, subject to certain exceptions, to cause the Grantees (or their permitted assignees) to sell all or a portion of the shares purchased by such entities in the Tender Offer and the Private Placement at any time in its sole discretion over the life of the VLN Facility, and a percentage of the proceeds (which percentage is a function of when proceeds are generated, based on a predetermined schedule with a sliding scale) of any such sale shall be applied as a credit against the outstanding obligations under of the VLN Facility upon a repayment of the VLN Facility in full or a refinancing event. The VLN Facility also contains a financial covenant requiring the Company and its subsidiaries to achieve positive EBITDA on a consolidated basis for the most recently ended four-quarter period, commencing with the last day of the fiscal quarter ending June 30, 2024 and as of the last day of each fiscal quarter thereafter. As the Closing occurred on February 10, 2023, the maturity of the VLN Facility will be five years after the Closing Date on February 10, 2028. There are no regularly scheduled amortization payments on either the Pre-Close Facility or the VLN Facility until the maturity date therefor, however, there are customary mandatory prepayment events in connection with the receipt of net proceeds from extraordinary receipts and dispositions (subject, in the case of dispositions, to certain customary exceptions and customary reinvestment rights), debt issuances and upon events specified in the Note Purchase Agreement to be a change of control, and the Pre-Close Facility is required to be refinanced in full on the Closing Date with a portion of the proceeds of the VLN Facility. The Pre-Close Facility and VLN Facility may be optionally prepaid in whole or in part. All such prepayments are required to be accompanied by accrued and unpaid interest on the amount prepaid or if greater (excluding default interest, if any), payment of the contractual return. Silicon Valley Bank (SVB) In February 2022, the Company fully repaid the amounts owed to Silicon Valley Bank (“SVB”) per the previous agreement and entered into amendments to the Loan and Security Agreement with SVB and subsequently received cash proceeds of $1.0 million and issued warrants to purchase 16,321 shares of the Company’s common stock at a purchase price of $1.58 per share. The term loan was repayable over 30 months starting October 2022 and would have matured in March 2025. The term loan bore a floating interest rate equal to the greater of the prime rate plus 1.75% per annum or 5.0% payable monthly. In the third quarter of 2022, the Company was not in compliance with the adjusted quick ratio debt covenant of the SVB term loan; SVB issued a debt covenant waiver for the breach of the covenant. On November 14, 2022, the Company repaid the SVB Loan in full using a portion of the proceeds from the Pre-Close Facility. Eastward Fund Management, LLC On December 10, 2021, the Company entered into a new loan and security agreement with Eastward in an aggregate original principal amount of $8.0 million. The proceeds were used to pay off the existing Eastward debt with the principal amount of $4.4 million and to provide working capital for business growth. The loan bore interest at prime rate plus 8.25% floating with a prime floor of 3.25%. The repayment term included the first 18 months of interest-only payments followed by 30 consecutive equal monthly installments of principal and interest payments and a final payment due upon maturity equal to 2.5% of the advance or $0.2 million. The Company had the option to prepay the entirety of the debt with written notice at least 45 days prior to such prepayment. The prepayment amount includes i) the outstanding principal plus accrued and unpaid interest plus ii) the prepayment premium, plus iii) the final payment, plus iv) all other sums, including interest at the default rate with respect to any past due amounts owed. As part of the agreement, the Company issued Eastward warrants to purchase 215,054 shares of common stock at an exercise price of $0.93 per share on December 10, 2021. On November 14, 2022 the Company repaid the Eastward Loan in full using a portion of the proceeds from the Pre-Close Facility. The Atlantic Canada Opportunities Agency loan (“ACOA” Loan) Kinduct applied for non-interest bearing, unsecured term loans with a monthly installment repayment from the Atlantic Canada Opportunities Agency (ACOA) in 2011, 2013, and 2019. These three loans are scheduled to be repaid in 2024, 2024, and 2029, respectively. In 2022, Kinduct entered into an amendment to reduce the monthly repayments to $200 for these outstanding ACOA loans for the period from July 2021 to December 2022, July 2021 to December 2022, and October 2021 to December 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company had recorded a total debt of $0.5 million and $0.5 million on the accompanying condensed consolidated balance sheets related to these loans. Convertible notes – related party In March 2022, the Company entered into convertible promissory note agreements with two of its existing preferred stock investors and received aggregate cash proceeds of $4.9 million. The Company exchanged an additional $1.1 million of convertible promissory notes to the sellers of Kinduct for extinguishment of $1.1 million of the deferred payout liability owed to them. The convertible note exchange was accounted for as a troubled debt restructuring pursuant to FASB ASC Topic 470-60, Troubled Debt Restructurings by Debtors . As the future undiscounted cash flows of the Convertible notes were greater than their carrying amount, the carrying amount was not adjusted and no gain was recognized as a result of the modification of terms. Of the $1.1 million in convertible notes issued in exchange to the sellers of Kinduct, $1.0 million were issued to a related party. The convertible promissory notes shall bear an interest rate of 6.0% per annum. The outstanding principal amount and all accrued but unpaid interest on the notes shall be mandatorily converted into the Company’s common stock at a conversion price of $9.80 per share (after the effect of the Exchange Ratio of approximately 0.4887) upon the earlier of i) maturity in September 2023 or ii) the occurrence of a capital markets transaction such as an initial public offering or acquisition by a special purpose acquisition company; or upon a change of control as defined in the convertible promissory note agreements, at the discretion of the noteholder, the notes would either convert into the Company’s common stock at a conversion price of $9.80 per share, or would be repayable at 1.50 times the outstanding principal amount plus all accrued and unpaid interest. The convertible notes contained an embedded derivative that was measured at fair value on a recurring basis, with changes in fair value of the embedded derivative recorded within other income (expense) on the condensed consolidated statements of operations. Total interest expense on the convertible notes for the three months ended March 31, 2023 was $0.1 million of which $0.1 million was to related parties. On February 10, 2023, as the Company completed its Nasdaq listing which qualified as a Maturity Date of the convertible notes, 100% of the outstanding principal and accrued interest on the convertible notes was mandatorily converted into 651,840 shares of Movella common stock at $9.80 per share per the original terms of the notes, after the effect of the Exchange Ratio of approximately 0.4887. Revolving lines of credit Silicon Valley Bank (SVB) In February 2022, the Company entered into amendments to the SVB Loan Agreement with SVB that raised the maximum amount available under the revolving line of credit to $3.0 million. The principal amount outstanding under the revolving line of credit shall accrue interest at a floating per annum rate equal to the greater of 1% above the prime rate, or 4.25%. The amendment modified the borrowing base. The maximum amount available for borrowing under the revolving line of credit was 65% of eligible accounts receivable of the Company, provided that total advances made against Xsens eligible accounts receivable shall not exceed $1.5 million, the portion of the borrowing base comprised of eligible foreign accounts shall not exceed 25%, and advances made against eligible foreign accounts shall not exceed $0.8 million. On November 14, 2022, the SVB revolving line of credit agreement was terminated concurrently with the execution of the Pre-Close Notes. TD BCRS Revolving Line of Credit On June 9, 2020, the Company’s wholly-owned subsidiary Kinduct entered into a line of credit facility with TD Ameritrade Commercial Banking, Canada. The credit limit was the lesser of $1.5 million or the previous quarter’s Borrowing Base Condition. Borrowing Base Condition was calculated using the monthly recurring revenue multiplied by 5, less the amount Pre-Close Notes. | 6. Debt The following table summarizes the outstanding borrowings as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 2021 Pre-Close $ 25,300 $ — Eastward Term Loan — 8,000 Convertible notes – related party 6,345 — TD BCRS Line of credit — 1,069 SVB Term Loan — 398 ACOA Loans 497 532 Add: fair value of embedded derivative in convertible notes 60 — Less: unamortized debt discounts and issuance costs (219 ) (250 ) Total debt $ 31,983 $ 9,749 Classification: Line of credit and current portion of long-term debt $ 148 $ 1,353 Long-term portion of term debt $ 25,649 $ 8,396 Convertible notes, net – related party $ 6,186 $ — Contractual future principal payments on outstanding debt obligations, excluding accrued interest and the convertible notes due to their mandatory conversion into common stock upon the passage of time or a capital markets transaction, as of December 31, 2022 are as follows (in thousands): Year Ended December 31, 2023 $ 148 2024 105 2025 25,049 2026 49 2027 49 Thereafter 97 Total $ 25,497 Term loans Pre-Close On November 14, 2022, Movella and certain of its subsidiaries, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and FP Credit Partners II AIV, L.P. and FP Credit Partners Phoenix II AIV, L.P., as purchasers (the “Purchasers”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) pursuant to which, (a) Movella issued and sold to the Purchasers, and the Purchasers purchased, senior secured notes of Movella in an aggregate original principal amount of $25.0 million (the “Pre-Close Agreement. The obligations of Movella under the Note Purchase Agreement are guaranteed by certain of its subsidiaries and secured by substantially all of Movella’s and such subsidiaries’ assets. Upon consummation of the Merger, New Movella will also be required to become a secured guarantor of the obligations under the Note Purchase Agreement. The commitment to provide the VLN Facility terminates upon the earliest to occur of (i) the termination of the Business Combination Agreement in accordance with its terms prior to the Closing Date and (ii) April 30, 2023, if the Merger has not been consummated on or prior to April 30, 2023 (the “VLN Termination Date”). The proceeds of the Pre-Close Facility the Pre-Close Facility The interest rate per annum applicable to notes under the Note Purchase Agreement is 9.25%; provided, however, if the VLN Termination Date occurs, interest on the notes evidencing the Pre-Close Facility Pre-Close Notes in each year on the November 14 anniversary of the entry into the Note Purchase Agreement. With respect to the notes evidencing the VLN Facility, interest is paid in kind on the last business day of each calendar quarter commencing with the calendar quarter ending immediately after the first to occur of the Closing Date and the VLN Termination Date. Interest is also payable in cash on VLN Termination Date, the Closing Date and the date of any prepayment or repayment of notes (subject however, in certain cases, to the payment of a contractual return, if such contractual return is greater than the amount of all accrued and unpaid interest (other than default interest, if any)). Subject to certain exceptions in connection with certain qualified refinancing events and the repayment of the Pre-Close As the Closing occurred on February 10, 2023, the maturity of the VLN Facility will be five years after the Closing Date on February 10, 2028. There are no regularly scheduled amortization payments on either the Pre-Close Facility Pre-Close The Pre-Close Facility part. All such prepayments are required to be accompanied by accrued and unpaid interest on the amount prepaid or if greater (excluding default interest, if any), payment of the contractual return. The Company elected the fair value option to account for the Pre-Close Pre-Close Pre-Close Pre-Close Pre-Close On February 10, 2023, the Closing occurred and the outstanding principal and accrued interest related to the Pre-Close Subsequent Events Silicon Valley Bank In February 2022, the Company fully repaid the amounts owed to Silicon Valley Bank (“SVB”) per the previous agreement and entered into amendments to the Loan and Security Agreement with SVB and subsequently received cash proceeds of $1.0 million and issued warrants to purchase 16,321 shares of the Company’s common stock at a purchase price of $1.58 per share. The term loan was repayable over 30 months starting October 2022 and would have matured in March 2025. The term loan bore a floating interest rate equal to the greater of the prime rate plus 1.75% per annum or 5.0% payable monthly. In the third quarter of 2022, the Company was not in compliance with the adjusted quick ratio debt covenant of the SVB term loan; SVB issued a debt covenant waiver for the breach of the covenant. On November 14, 2022, the Company repaid the SVB Loan in full using a portion of the proceeds from the Pre-Close Eastward Fund Management, LLC On December 10, 2021, the Company entered into a new loan and security agreement with Eastward in an aggregate original principal amount of $8.0 million. The proceeds were used to pay off the existing Eastward debt with the principal amount of $4.4 million and to provide working capital for business growth. The loan bore interest at prime rate p months of interest-only payments followed by consecutive equal monthly installments of principal and interest payments and a final payment due upon maturity equal to % of the advance or $ million. The Company had the option to prepay the entirety of the debt with written notice at least days prior to such prepayment. The prepayment amount includes i) the outstanding principal plus accrued and unpaid interest plus ii) the prepayment premium, plus iii) the final payment, plus iv) all other sums, including interest at the default rate with respect to any past due amounts owed. As part of the agreement, the Company issued Eastward warrants to purchase shares of common stock at an exercise price of $ per share on December 10, 2021. On November 14, 2022, the Company repaid the Eastward Loan in full using a portion of the proceeds from the Pre-Close Facility. Paycheck Protection Program (“PPP”) On May 5, 2020, the Company received loan proceeds in the amount of $0.6 million under the Paycheck Protection Program (“PPP”). On September 22, 2021, the outstanding principal balance and related accrued interest were forgiven by the lender and the Small Business Administration (“SBA”). The Company recorded the loan forgiveness as other income of $ million in the consolidated statements of operations in September 2021. The related accrued interest for the PPP loan was not material. The Atlantic Canada Opportunities Agency loan (“ACOA” Loan) Kinduct applied for non-interest Convertible notes – related party In March 2022, the Company entered into convertible promissory note agreements with two of its existing preferred stock investors and received aggregate cash proceeds of $4.9 million. The Company exchanged an additional $1.1 million of convertible promissory notes to the sellers of Kinduct for extinguishment of $1.1 million of the deferred payout liability owed to them. The convertible note exchange was accounted for as a troubled debt restructuring pursuant to FASB ASC Topic 470-60, Troubled Debt Restructurings by Debtors xpense) on the consolidated statements of operations. The convertible notes are presented as of December 31, 2022, net of unamortized debt discount of $ million and the fair value of the embedded derivative of $0.1 million within the consolidated balance sheet. At issuance of the convertible notes in March 2022 the embedded derivative was valued at $0.5 million. Refer to Note 3. Fair Value Measurements for additional details on the bifurcated embedded derivative. Total interest expense on the convertible notes for the year ended December 31, 2022, was $0.5 million of which $0.5 million was to related parties. Interest expense related to amortization of debt discount was $0.2 million and interest expense related to accretion of the convertible notes was $0.4 million for the year ended December 31, 2022. On February 10, 2023, as the Company completed its acquisition by a special purpose acquisition company which qualified as a Maturity Date of the convertible notes, 100% of the outstanding principal and accrued interest on the convertible notes were mandatorily converted into 1,333,712 shares of Movella common stock at $4.79 per share per the original terms o f the notes. Revolving lines of credit Silicon Valley Bank (SVB) In February 2022, the Company entered into amendments to the SVB Loan Agreement with SVB that raised the maximum amount available under the revolving line of credit to $3.0 million. The principal amount outstanding under the revolving line of credit shall accrue interest at a floating per annum rate equal to the greater of 1% above the prime rate, or 4.25%; the rate in effect at December 31, 2022, would have been 7.25% if the Company had borrowings on the SVB revolving line of credit. The amendment modified the borrowing base. The maximum amount available for borrowing under the revolving line of credit is 65% of eligible accounts receivable of the Company, provided that total advances made against Xsens eligible accounts receivable shall not exceed $1.5 million, the portion of the borrowing base comprised of eligible foreign accounts shall not exceed 25%, and advances made against eligible foreign accounts shall not exceed $0.8 million. There were no amounts outstanding under the SVB line of credit as of December 31, 2022, or Pre-Close TD BCRS Revolving Line of Credit On June 9, 2020, the Company’s wholly-owned subsidiary Kinduct entered into a line of credit facility with TD Ameritrade Commercial Banking, Canada. The credit limit was the lesser of $1.5 million or the previous quarter’s Borrowing Base Condition. Borrowing Base Condition was calculated using the monthly recurring revenue multiplied by 5, less the amount of any statutory claims including government remittances. The interest rate was Prime Rate plus 1.55% per annum. On November 14, 2022, the Company repaid the TD BCRS Revolving Line of Credit in full using a portion of the proceeds from the Pre-Close |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 7. Goodwill and Acquired Intangible Assets Goodwill The following table summarizes the activity related to the carrying value of goodwill during the years ended December 31, 2022 and 2021 (in thousands): Balance at December 31, 2020 $ 39,595 Effect of change in foreign currency exchange rates (1,011 ) Balance at December 31, 2021 38,584 Effect of change in foreign currency exchange rates (2,203 ) Balance at December 31, 2022 $ 36,381 The Company did no t record any impairment charges for goodwill during the years ended December 31, 2022 and 2021. Intangibles Intangible assets as of December 31, 2022, consisted of the following (in thousands): Gross Accumulated Net Weighted Developed technology $ 16,422 $ (12,537 ) $ 3,885 3.68 Customer relationships 1,451 (1,036 ) 415 0.75 Trademarks 2,374 (867 ) 1,507 6.76 $ 20,247 $ (14,440 ) $ 5,807 The change in definite-lived intangible assets from December 31, 2021 to December 31, 2022 was primarily composed of an impairment loss of Intangible assets as of December 31, 2021, consisted of the following (in thousands): Gross Accumulated Net Weighted Developed technology $ 30,335 $ (14,238 ) $ 16,097 3.67 Customer relationships 5,510 (2,974 ) 2,536 1.75 Trademarks 2,900 (631 ) 2,269 7.81 $ 38,745 $ (17,843 ) $ 20,902 The change in definite-lived intangible assets from December 31, 2020 to December 31, 2021 was primarily composed of amortization expense of As of December 31, 2022, future amortization expense related to the intangible assets is as follows (in thousands): Years ending 2023 $ 1,681 2024 1,265 2025 1,265 2026 989 2027 228 Thereafter 379 Total $ 5,807 Amortization expense for intangible assets was $ management that allowed for calculation of fair value of the intangible assets, which when compared to the carrying value resulted in the impairment charge. In connection with the impairment of intangible assets in the year ended December 31, 2022, the Company removed $9.2 million of accumulated amortization to establish a new cost basis for the impacted intangible assets. The Company has recorded the amortization of developed technology as cost of revenues in the accompanying consolidated statements of operations of $5.3 million and $4.8 million for the years ended December 31, 2022 and 2021, respectively. The Company has recorded the amortization of customer relationships and trademarks assets within operating expenses of $1.8 million and $1.9 million for the |
Revenues
Revenues | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenues [Abstract] | ||
Revenues | 6. Revenues A typical sales arrangement involves multiple elements, such as sales of the Company’s inertial motion sensor units, motion capture suits, software licenses, professional services, cloud-based subscription, and subscription and support services which entitles customers to unspecified upgrades, patch releases and telephone-based support. The following table depicts the disaggregation of revenue according to revenue type (in thousands): Three Months Ended 2023 2022 Revenues Product $ 7,659 $ 8,100 Service 1,508 1,408 Total Revenues $ 9,167 $ 9,508 The Company’s Product revenues are generally recognized at a point in time, while Service revenues are generally recognized over time. Revenue recognized during the three months ended March 31, 2023 from deferred revenue balances as of December 31, 2022 was $1.0 million. Revenue recognized during the three months ended March 31, 2022 from deferred revenue balances as of December 31, 2021 was $0.9 million. | 8. Revenues A typical sales arrangement involves multiple elements, such as sales of the Company’s inertial motion sensor units, motion capture suits, software licenses, professional services, cloud-based subscription, and subscription and support services which entitles customers to unspecified upgrades, patch releases and telephone-based support. The following table depicts the disaggregation of revenue according to revenue type (in thousands): Years Ended 2022 2021 Revenues: Product $ 34,283 $ 28,848 Service 6,183 5,566 Total revenues $ 40,466 $ 34,414 The Company’s Product revenues are generally recognized at a point in time, while Service revenues are generally recognized over time. Revenue recognized during the year ended December 31, 2022, from deferred revenue balances as of December 31, 2021 was $2.4 million. Revenue recognized during the year ended December 31, 2021, from deferred revenue balances as of December 31, 2020 was $2.0 million. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based Compensation | 7. Stock-based Compensation Stock-based compensation expense Stock-based compensation expens Three Months Ended 2023 2022 Research and development $ 219 $ 48 Sales and marketing 140 93 General and administrative 305 172 Total stock-based compensation $ 664 $ 313 Equity incentive plans In August 2009, the Company adopted an equity incentive plan (the “2009 Plan”), which was a broad-based, long-term program intended to attract, retain and motivate talented employees and align stockholder and employee interests. The 2009 Plan provided for the issuance of incentive stock options or nonqualified stock options, and restricted stock units, or RSUs to employees, officers, directors, and consultants of the Company. Under the 2009 Plan, incentive stock options could be granted with an exercise price not less than the ten-year terms and vest and generally become fully exercisable after five years of service from the date of grant. The 2009 Plan also allowed for the issuance of restricted common stock upon early exercise of nonvested stock options subject to the repurchase right of the Company. The repurchase right lapses in accordance with the vesting schedule of the original option. Shares of restricted stock were awarded to certain senior executives of the Company and 1,348,887 restricted stock units were issued and fully vested prior to 2018. In September 2019, the board approved the 2019 Equity Incentive Plan (the “2019 Plan”) that increased the number of shares of Common Stock that are reserved and available for issuance under the 2019 Plan by 5,500,000 shares. The 2019 Plan increases the maximum number of shares that may be issued under the 2019 Plan pursuant to the exercise of “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended. Whereas, the Board has determined to (a) terminate the 2009 Equity Incentive Plan and (b) adopt the 2019 Plan in order to continue to provide equity incentives to attract, retain and motivate eligible service providers of the Company. Stock options previously granted under the 2009 Plan will remain outstanding until either exercised or canceled. All the remaining available shares under the 2009 Plan will be allocated to the 2019 Plan. In January 2022, the board approved an increase to the number of shares of Common Stock that are reserved and available for issuance under the 2019 plan by 1,500,000 shares. In October 2022, the board approved the 2022 Stock Incentive Plan (the “2022 Plan”) that became effective upon the closing of the Business Combination in February 2023. In connection with the 2022 Plan becoming effective, no further grants will be made under Movella’s 2009 Equity Incentive Plan (the “2009 Plan”) or Movella’s 2019 Equity Incentive Plan (the “2019 Plan” and, collectively with the 2009 Plan, the “Predecessor Plans”). The aggregate number of shares of New Movella Common Stock that may be issued pursuant to stock awards under the 2022 Plan will not exceed the sum of (w) 6,105,301 shares, plus (x) any shares underlying outstanding awards under the Predecessor Plans that are cancelled in exchange for an option under the 2022 Plan and that are subsequently forfeited or terminated for any reason before being exercised or becoming vested, not issued because an award is settled in cash, or withheld or reacquired to satisfy the applicable exercise, or purchase price, or a tax withholding obligation, plus (y) the number of shares which, but for the termination of the 2019 Plan immediately prior to the completion of the offering, were reserved under the 2019 Plan but not at such time issued or subject to outstanding awards under the 2019 Plan, plus (z) an annual increase on the first day of each calendar year, for a period of not more than 10 years, beginning on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to (i) 5% of outstanding shares on the last day of the immediately preceding calendar year or (ii) such lesser amount (including zero) that the compensation committee determines for purposes of the annual increase for that calendar year. If restricted shares or shares issued upon the exercise of options are forfeited, then such shares will again become available for awards under the 2022 Plan. If stock units, options, or stock appreciation rights are forfeited or terminate for any reason before being exercised or settled, or an award is settled in cash without the delivery of shares to the holder, then the corresponding shares will again become available for awards under the 2022 Plan. Any shares withheld to satisfy the exercise price or tax withholding obligation pursuant to any award of options or stock appreciation rights will again become available for awards under the 2022 Plan. If stock units or stock appreciation rights are settled, then only the number of shares (if any) actually issued in settlement of such stock units or stock appreciation rights will reduce the number of shares available under the 2022 Plan, and the balance (including any shares withheld to cover taxes) will again become available for awards under the 2022 Plan. At March 31, 2023, there are 7,057,631 shares available for future grant under the 2022 Equity Incentive Plan. The following table summarizes the Company’s stock option activity under all plans for the three months ended March 31, 2023: Stock Options Weighted- Exercise Price Outstanding – December 31, 2022 5,691,018 $ 2.15 Granted — $ — Exercised (3,970 ) $ 2.59 Cancelled (12,423 ) $ 3.70 Expired — $ — Balance outstanding at March 31, 2023 5,674,625 $ 2.19 Exercisable at March 31, 2023 3,552,483 $ 1.89 As of March 31, 2023, total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock plan but not yet recognized were $2.8 million and is expected to be recognized on a straight-line basis over a weighted-average period of 2.31 years. 2022 Employee Stock Purchase Plan The 2022 Employee Stock Purchase Plan (the “ESPP”) permits eligible employees of the Company to purchase newly issued shares of common stock, at a price equal to 85% of the lower of the fair market value on (i) the first day of the offering period or (ii) the last day of each offering period, through payroll deductions of up to 15% of their annual cash compensation. Under the ESPP, a maximum of 1,017,550 shares of common stock may be purchased by eligible employees. The shares available under the ESPP pool will increase on the first day of each calendar year by the lesser of (i) 1% of the outstanding shares of New Movella Common Stock on such date (ii) 508,775 shares and (iii) an amount (including zero) that the compensation committee determines for purposes of the annual increase for that calendar year. During the three months ended March 31, 2023 and 2022, the Company had not yet issued shares under the ESPP and accordingly recognized no share-based compensation expense related to the ESPP during the three months ended March 31, 2023 and 2022, respectively. The Company’s ESPP plan is expected to begin in May 2023. The Company records stock-based compensation awards based on fair value of the stock-based awards as of the grant date using the Black-Scholes option-pricing model. The Company recognizes such costs as compensation expense on a straight-line basis over the employee’s requisite service period, which is generally five years. | 9. Stock-based Compensation Stock-based compensation expense Stock-based compensation expense included in the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021 are as follows (in thousands): Years ended 2022 2021 Research and development $ 398 $ 143 Sales and marketing 468 175 General and administrative 833 468 Total stock-based compensation $ 1,699 $ 786 Equity incentive plan In August 2009, the Company adopted an equity incentive plan (the “2009 Plan”), which is a broad-based, long-term program intended to attract, retain and motivate talented employees and align stockholder and employee interests. The 2009 Plan provides for the issuance of incentive stock options or nonqualified stock options, and restricted stock units, or RSUs to employees, officers, directors, and consultants of the Company. Under the 2009 Plan, incentive stock options can be granted with an exercise price not less than the fair value of the stock at the date of grant as determined by the Board of Directors. For incentive stock options granted to a person who, at the time of the grant, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company, the per share exercise price must be no less than 110% of the fair value on the date of the grant as determined by the Board of Directors. All awards have ten-year The 2009 Plan also allows for the issuance of restricted common stock upon early exercise of nonvested stock options subject to the repurchase right of the Company. The repurchase right lapses in accordance with the vesting schedule of the original option. Shares of restricted stock were awarded to certain senior executives of the Company and 1,348,887 restricted stock units were issued and fully vested prior to 2018. In September 2019, the board approved the 2019 Equity Incentive Plan (the “2019 Plan”) that increased the number of shares of Common Stock that are reserved and available for issuance under the 2019 Plan by 5,500,000 shares. The 2019 Plan increases the maximum number of shares that may be issued under the 2019 Plan pursuant to the exercise of “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended. Whereas, the Board has determined to (a) terminate the 2009 Equity Incentive Plan and (b) adopt the 2019 Plan in order to continue to provide equity incentives to attract, retain and motivate eligible service providers of the Company. Stock options previously granted under the 2009 Plan will remain outstanding until either exercised or canceled The Company records stock-based compensation awards based on fair value of the stock-based awards as of the grant date using the Black-Scholes option-pricing model. The Company recognizes such costs as compensation expense on a straight-line basis over the employee’s requisite service period, which is generally five years. At December 31, 2022, there are 1,923,128 shares available for future grant under the 2009 and 2019 Equity Incentive Plan The following table summarizes the Company’s stock option activity under both plans for the years ended December 31, 2022 and 2021: Shares Stock Weighted Weighted Balance outstanding at December 31, 2020 3,827,465 11,941,846 $ 0.66 6.36 Granted (4,049,000 ) 4,049,000 0.93 Exercised — (133,932 ) 0.44 Canceled 825,358 (825,358 ) 0.64 Expired 32,500 (32,500 ) 0.25 Balance outstanding at December 31, 2021 636,323 14,999,056 $ 0.73 6.54 Increased option pool 1,500,000 — — Granted (2,013,000 ) 2,013,000 1.65 Exercised — (3,566,931 ) 0.47 Cancele d 1,086,505 (1,086,505 ) 0.81 Expired 713,300 (713,300 ) 0.43 Balance outstanding at December 31, 2022 1,923,128 11,645,320 $ 1.05 7.34 Exercisable at December 31, 2022 6,520,050 $ 0.89 6.43 Vested and expected to vest at December 31, 2022 11,645,320 $ 1.05 7.34 The weighted-average grant date fair value per share of options granted were $1.04 and $0.63 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock plan but not yet recognized were $3.4 million and is expected to be recognized on a straight-line basis over a weighted-average period of 2.41 years. The aggregate intrinsic value of options exercised for the years ended December 31, 2022 and 2021 was $3.9 million and $0.1 million, respectively. On October 2, 2022, the Company modified 1,535,000 stock options that were granted in 2021 at an exercise price of $0.93 to a modified exercise price of $1.58 based on the results of an updated 409A valuation. The modification resulted in a reduced fair value, and the repricing was a Type 1 probable-to-probable Determination of Fair Value The following assumptions were used to calculate the fair value of the stock-based awards: Years Ended December 31, 2022 2021 Fair value per share of common stock $1.58-$3.20 $1.58 Expected term (years) 5.28-10.00 5.52-10.00 Expected volatility 43%-69% 43%-45% Risk-free interest rate 1.63%-4.20% 0.92%-1.56% Expected dividend yield 0% 0% The Company records stock-based compensation awards based on fair value of the stock-based awards as of the grant date using the Black-Scholes option-pricing model. The Company recognizes such costs as compensation expense on a straight-line basis over the employee’s requisite service period, which is generally . |
Stockholders' Equity and Mezzan
Stockholders' Equity and Mezzanine Equity | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Stockholders Equity and Mezzanine Equity [Abstract] | |
Stockholders' Equity and Mezzanine Equity | 10. Stockholders’ Equity and Mezzanine Equity Convertible Preferred Stock As of December 31, 2022, the Company’s outstanding convertible preferred stock, both redeemable and non-redeemable, Shares Shares Aggregate Carrying Purchase Series A* 10,000,000 10,000,000 $ 10,000 $ 9,950 $ 1.0000 Series B* 11,791,929 8,747,602 24,816 24,680 2.8369 Series C* 13,122,055 13,122,055 37,226 37,032 2.8369 Series D* 7,470,088 7,470,088 31,043 30,780 4.1557 Series D-1** 6,562,724 6,562,724 30,000 41,991 4.5713 Series E* 18,024,809 10,458,755 43,463 40,750 4.1557 Total 66,971,605 56,361,224 $ 176,548 $ 185,183 As of December 31, 2021, the Company’s outstanding convertible preferred stock, both redeemable and non-redeemable, Shares Shares Aggregate Carrying Purchase Series A* 10,000,000 10,000,000 $ 10,000 $ 9,950 $ 1.0000 Series B* 11,791,929 8,741,929 24,800 24,680 2.8369 Series C* 13,122,055 13,122,055 37,226 37,032 2.8369 Series D* 7,470,088 7,470,088 31,043 30,780 4.1557 Series D-1** 6,562,724 6,562,724 30,000 39,307 4.5713 Series E* 18,024,809 10,458,755 43,463 40,750 4.1557 Total 66,971,605 56,355,551 $ 176,532 $ 182,499 * Convertible and non-redeemable ** Convertible and redeemable Significant terms of the outstanding convertible preferred stock series are as follows: Dividends non-cumulative D-1 Holders of the Series E are entitled to receive the special stock dividends which begin to accrue on a daily basis and be payable in additional shares at a rate of 7.0% of the original issue price per annum contingent on if the Company does not have an effective registration of its common stock by September 2023 as set forth in the registration rights agreement. Voting as-converted as-if Liquidation winding-up D-1, D-1 D-1 D-1, D-1 After payment in full to the holders of the Series D-1, After payment in full to the holders of the Series D-1 After payment in full to the holders of the Series D-1, D-1 After payment in full to the holders of the Series D-1, Notes to Consolidated Financial Statements $ per share for Series A, plus all declared but unpaid dividends, or amount per share assuming conversion of all Series B and Series A into common stock. If the distribution is insufficient to permit the payment to such holders of the full Series B and Series A preference amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B and Series A, in proportion to the number of shares of Series B and Series A held by each. Upon completion of the distribution of proceeds to the holders of Series D-1, Redemption Series D-1 D-1 D-1. D-1 paid-in-capital. D-1 D-1 Conversion Each share of a series of preferred stock shall automatically be converted into shares of common stock immediately upon the earlier of i) the Company’s sale of its common stock for its own account in a firm-commitment underwritten public offering pursuant to an effective registration in which the gross proceeds equal or exceed $50.0 million or ii) the date specified by written consent or agreement of the holders of at least the majority the then outstanding shares of preferred stock voting as a single-class on an as-converted If the share price of common stock offered in such public offering is less than the original issue price per share for Series D-1, D-1 D-1, D-1 Warrants The Company issued warrants in prior years to purchase convertible preferred stock and common stock in conjunction with the borrowing arrangements with SVB and Eastward. The warrants are equity classified and are exercisable any time at the option of the holder and expire on the earlier of the tenth anniversary of the date of issuance or upon the closing of an acquisition of the Company in which the consideration payable for such acquisition is cash. As of December 31, 2022, the Company’s outstanding warrants are as follows: Class of Shares Issuance Expiration No. of Exercise Price Common Stock 11/25/2015 11/25/2025 62,500 0.580 Common Stock 3/31/2016 3/31/2026 37,500 0.580 Common Stock 8/30/2019 8/30/2029 265,060 0.830 Common Stock 12/10/2021 12/10/2031 215,054 0.930 Common Stock 2/25/2022 2/25/2032 16,321 $ 1.58 596,435 In connection with the Eastward term loan issued in December 2021, the Company issued Eastward a warrant to purchase 215,054 shares of the company’s common stock at the exercise price of $0.93 per share on December 10, 2021, with an expiration date in December 2031 The following assumptions were used to calculate the fair value of the common stock warrants issued to Eastward: Fair value per share of common stock $ 1.58 Expected term (years) 10 Expected volatility 43 % Risk-free interest rate 1.47 % Expected dividend yield 0 % Common Stock As of December 31, 2022 and 2021, the Company was authorized to issue 95,000,000 shares of common stock, with a par value of $0.0001 per share. As of December 31, 2022 and 2021, common shares issued and outstanding were 12,751,023 and 9,184,092, respectively. The holders of the common stock are entitled to one vote for each share. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of convertible preferred stock outstanding, and are entitled to receive all assets available for distribution to stockholders (after distribution of any preferential amounts to preferred stockholders). There have been no dividends declared to date. The Company’s reserved shares of common stock for future issuance as of December 31, 2022 and 2021 are as follows: December 31, 2022 2021 Options outstanding and available for grant 13,568,448 15,635,379 Conversion of preferred stock 56,361,224 56,355,551 Conversion of convertible notes 1,324,635 — Warrants to purchase convertible preferred stock — 50,000 Warrants to purchase common stock 596,435 580,114 71,850,742 72,621,044 There were no repurchases of common stock for the years ended December 31, 2022 or 2021. |
Earnings Per Share
Earnings Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Earnings per share | 8. Net Income (Loss) per Share The following table sets forth the computation of the basic and diluted net income (loss) per share attributable to common stockholders for the three months ended March 31, 2023, and 2022 (in thousands except share and per share amounts): Three Months Ended 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic $ 15,520 $ (6,255 ) Add: Deemed dividends from accretion of Series D-1 Preferred Stock 316 — Add: Convertible notes interest expense and loss on debt extinguishment 219 — Net income (loss) attributable to common stockholders, diluted $ 16,055 $ (6,255 ) Denominator: Weighted-average common shares outstanding for basic EPS 30,440,497 4,529,543 Weighted average shares from preferred stock converted into common shares 12,566,203 — Weighted average dilutive outstanding options 1,080,655 — Weighted average shares from convertible notes converted into common shares 296,949 — Weighted average Legacy Movella warrants converted into common shares 178,181 — Diluted weighted-average common shares outstanding 44,562,485 4,529,543 Net income (loss) per share: Basic net income (loss) per share attributable to common stockholders $ 0.51 $ (1.38 ) Diluted net income (loss) per share attributable to common stockholders $ 0.36 $ (1.38 ) Potentially dilutive securities that were not included in the diluted per share calculations as of March 31, 2023 and 2022 because they would be anti-dilutive were as follows: March 31, 2023 2022 Convertible preferred stock — 27,543,266 Outstanding stock options 1,682,520 7,493,066 Convertible notes(a) — 616,506 Legacy Movella Common stock warrants (1:1) — 291,502 Legacy Movella Preferred stock warrants (1:1) — 24,437 Public warrants (1:1) 6,499,961 — Private warrants (1:1) 4,250,000 — Total 12,432,481 35,968,777 (a) Assumes conversion at $9.80 per share. | 11. Earnings per share The following table sets forth the computation of the basic and diluted earnings per share attributable to common stockholders for the years ended December 31, 2022, and 2021 (in thousands except share and per share amounts): Years Ended December 31, 2022 2021 Numerator: Net loss from continuing operations $ (33,047 ) $ (18,803 ) Less: Net loss from continuing operations, attributable to noncontrolling interest 632 1,300 Deemed dividends from accretion of Series D-1 (2,684 ) (2,511 ) Loss from continuing operations attributable to common stockholders (35,099 ) (20,014 ) Loss from discontinued operations, net of tax — (156 ) Net loss attributable to common stockholders $ (35,099 ) $ (20,170 ) Denominator: Weighted-average ordinary shares outstanding, basic and diluted 11,285,170 9,101,819 Basic and diluted net income (loss) per share attributable to common stockholders: Continuing operations $ (3.11 ) $ (2.20 ) Discontinued operations $ — $ (0.02 ) Net loss $ (3.11 ) $ (2.22 ) Potentially dilutive securities that were not included in the diluted per share calculations as of December 31, 2022 and 2021 because they would be anti-dilutive were as follows: December 31, 2022 2021 Convertible preferred stock 56,361,224 56,355,551 Outstanding stock options 11,645,320 14,999,056 Convertible notes (a) 1,324,635 — Common stock warrants (1:1) 596,435 580,114 Preferred stock warrants (1:1) — 50,000 Total 69,927,614 71,984,721 (a) Assumes conversion at $4.79 per share. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) per Share | 8. Net Income (Loss) per Share The following table sets forth the computation of the basic and diluted net income (loss) per share attributable to common stockholders for the three months ended March 31, 2023, and 2022 (in thousands except share and per share amounts): Three Months Ended 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic $ 15,520 $ (6,255 ) Add: Deemed dividends from accretion of Series D-1 Preferred Stock 316 — Add: Convertible notes interest expense and loss on debt extinguishment 219 — Net income (loss) attributable to common stockholders, diluted $ 16,055 $ (6,255 ) Denominator: Weighted-average common shares outstanding for basic EPS 30,440,497 4,529,543 Weighted average shares from preferred stock converted into common shares 12,566,203 — Weighted average dilutive outstanding options 1,080,655 — Weighted average shares from convertible notes converted into common shares 296,949 — Weighted average Legacy Movella warrants converted into common shares 178,181 — Diluted weighted-average common shares outstanding 44,562,485 4,529,543 Net income (loss) per share: Basic net income (loss) per share attributable to common stockholders $ 0.51 $ (1.38 ) Diluted net income (loss) per share attributable to common stockholders $ 0.36 $ (1.38 ) Potentially dilutive securities that were not included in the diluted per share calculations as of March 31, 2023 and 2022 because they would be anti-dilutive were as follows: March 31, 2023 2022 Convertible preferred stock — 27,543,266 Outstanding stock options 1,682,520 7,493,066 Convertible notes(a) — 616,506 Legacy Movella Common stock warrants (1:1) — 291,502 Legacy Movella Preferred stock warrants (1:1) — 24,437 Public warrants (1:1) 6,499,961 — Private warrants (1:1) 4,250,000 — Total 12,432,481 35,968,777 (a) Assumes conversion at $9.80 per share. | 11. Earnings per share The following table sets forth the computation of the basic and diluted earnings per share attributable to common stockholders for the years ended December 31, 2022, and 2021 (in thousands except share and per share amounts): Years Ended December 31, 2022 2021 Numerator: Net loss from continuing operations $ (33,047 ) $ (18,803 ) Less: Net loss from continuing operations, attributable to noncontrolling interest 632 1,300 Deemed dividends from accretion of Series D-1 (2,684 ) (2,511 ) Loss from continuing operations attributable to common stockholders (35,099 ) (20,014 ) Loss from discontinued operations, net of tax — (156 ) Net loss attributable to common stockholders $ (35,099 ) $ (20,170 ) Denominator: Weighted-average ordinary shares outstanding, basic and diluted 11,285,170 9,101,819 Basic and diluted net income (loss) per share attributable to common stockholders: Continuing operations $ (3.11 ) $ (2.20 ) Discontinued operations $ — $ (0.02 ) Net loss $ (3.11 ) $ (2.22 ) Potentially dilutive securities that were not included in the diluted per share calculations as of December 31, 2022 and 2021 because they would be anti-dilutive were as follows: December 31, 2022 2021 Convertible preferred stock 56,361,224 56,355,551 Outstanding stock options 11,645,320 14,999,056 Convertible notes (a) 1,324,635 — Common stock warrants (1:1) 596,435 580,114 Preferred stock warrants (1:1) — 50,000 Total 69,927,614 71,984,721 (a) Assumes conversion at $4.79 per share. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | ||
Leases | 9. Leases The Company has leased office spaces in U.S. locations including San Jose and Los Angeles, California, and Henderson, Nevada. Outside the U.S., leased sites include offices in Netherlands, Nova Scotia Canada, Shanghai, China, Taiwan and Hong Kong. Future minimum lease payments are under non-cancelable operating leases that expire at various dates through year 2031. Rent expense is recognized using the straight-line method over the term of the lease. The aggregate future non-cancelable minimum rental payments for the Company’s operating leases, as of March 31, 2023, are as follows (in thousands): Year ended December 31, 2023 (remainder) $ 666 2024 737 2025 561 2026 561 2027 561 2028 561 Thereafter 1,312 Total minimum operating lease payments $ 4,959 Less: Amounts representing interest (1,852 ) Present value of net minimum operating lease payments 3,107 Less: Current portion (483 ) Long-term portion of operating lease obligations $ 2,624 The components of the right-of-use assets and lease liabilities were as follows (in thousands): Balance Sheet Classification March 31, December 31, Right-of-use assets, net Right-of-use assets, net $ 3,107 $ 3,281 Current operating lease liabilities Accrued expenses and other current liabilities (483 ) (593 ) Non-current operating lease liabilities Operating lease liabilities and other non-current liabilities (2,624 ) (2,688 ) Total operating lease liabilities $ (3,107 ) $ (3,281 ) Weighted average remaining lease term (in years) 7.1 7.0 Weighted-average discount rate 14 % 14 % The components of lease cost were as follows (in thousands): Three Months Ended 2023 2022 Operating lease costs included in operating costs and expenses: Operating leases $ 361 $ 317 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows related to operating leases $ 300 $ 366 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ — 4,280 | 12. Leases The Company has leased office spaces in U.S. locations including San Jose and Los Angeles, California, and Henderson, Nevada. Outside the U.S., leased sites include offices in Netherlands, Nova Scotia Canada, Shanghai, China, Taiwan and Hong Kong. Future minimum lease payments are under non-cancelable The aggregate future non-cancelable Years Ended December 31, 2023 $ 1,010 2024 734 2025 559 2026 559 2027 559 Thereafter 1,817 Total minimum operating lease payments $ 5,238 Less: Amounts representing interest (1,957 ) Present value of net minimum operating lease payments 3,281 Less: Current portion (593 ) Long-term portion of operating lease obligations $ 2,688 The components of the right-of-use Balance Sheet Classification December 31, 2022 December 31, 2021 Right-of-use Right-of-use $ 3,281 $ — Current operating lease liabilities Accrued expenses and other current liabilities $ (593 ) $ — Non-current Operating lease liabilities and other non-current (2,688 ) — Total operating lease liabilities $ (3,281 ) $ — Weighted average remaining lease term (in years) 6.0 n/a Weighted-average discount rate 14 % n/a The components of lease cost were as follows (in thousands): Years Ended 2022 2021 Operating lease costs included in operating costs and expenses: Operating leases $ 1,302 $ 1,182 Supplemental cash flow information related to leases was as follows (in thousands): Years Ended 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows related to operating leases $ 1,429 $ 1,471 Right-of-use Operating leases $ 4,280 n/a |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 10. Income Taxes The Company’s income tax expense was $0.1 million and insignificant for the three months ended March 31, 2023 and 2022, respectively. The Company’s effective tax rate was less than 1% for each of the three months ended March 31, 2023 and 2022. The income tax expense consisted primarily of foreign income tax owed at certain of the Company’s international entities. The Company’s income tax expense is different than the expected expense based on statutory rates primarily due to the full valuation allowances for the majority of the entities. As of March 31, 2023, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $25.8 million and $26.5 million, respectively, which expire beginning in the year 2030 and 2029, respectively. On March 11, 2021, Congress passed, and the President signed into law, the American Rescue Plan Act, 2021 (the “ARP”), which includes certain business tax provisions. The Company does not expect the ARP to have a material impact on the Company’s effective tax rate or income tax expense for the year ending December 31, 2023. On October 28, 2021, the House Rules Committee, under the Biden Administration released new proposed tax legislation under the “Build Back Better Act” (“BBBA”) which contains potential reversals and revisions of key provisions of the 2017 Tax Cuts and Jobs Act. The BBBA, which was passed by the U.S. House of Representatives in November 2021, is proposed legislation that has not yet been enacted into law. Additionally, in late March 2022, the Biden administration proposed a 28% corporate income tax rate. The Company does not believe this will have a material impact on its effective tax rate, though it continues to monitor the Biden Administration’s proposals. The United States enacted the Tax Cuts and Jobs Act in December 2017, which requires companies to capitalize all of their R&D costs, including software development costs, incurred in tax years beginning after December 31, 2022. The Company does not believe this will have a material impact on its effective tax rate as it had no material domestic research costs in 2023. On August 16, 2022, President Biden signed the Inflation Reduction Act into law, marking the most significant action Congress has taken on clean energy and climate change in the nation’s history. Effective January 1, 2023, two provisions of the Inflation Reduction Act of 2022 became effective for corporate taxpayers: the Corporate Alternative Minimum Tax (CAMT) and the 1% tax on stock buybacks. The Company does not believe this will have a material impact on its effective tax rate. | 13. Income Taxes The income tax provision for the years ended December 31, 2022 and 2021 is primarily related to the profits or losses generated in foreign jurisdictions by the Company’s consolidated subsidiaries. The following table presents loss from continuing operations before income taxes for the years ended December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Domestic $ (9,734 ) $ (5,243 ) Foreign (23,426 ) (14,288 ) Loss before income taxes $ (33,160 ) $ (19,531 ) The components of the Company’s provision (benefit) for income taxes for the years ended December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Current Federal $ (18 ) $ 43 State 11 19 Foreign 202 312 195 374 Deferred Federal 16 (20 ) State 4 (7 ) Foreign (328 ) (1,075 ) (308 ) (1,102 ) Income tax benefit $ (113 ) $ (728 ) The differences in the income tax benefit that would result from applying the federal statutory income tax rate to the loss from continuing operations before income taxes and the reported income tax benefit for the years ended December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Tax benefit at U.S statutory rate $ (6,964 ) $ (4,102 ) State income taxes, net of federal benefit 12 11 Foreign tax differential (4,876 ) (933 ) Change in valuation allowance 11,534 4,448 Stock-based compensation 155 39 Other items 26 (191 ) Income tax benefit $ (113 ) $ (728 ) The tax effects of temporary differences that give rise to significant components of the net deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Deferred tax assets Accruals and reserves $ 1,375 $ 586 Net operating losses 26,955 20,618 Research and development credits and other 2,643 2,716 Depreciation and amortization (128 ) (4 ) Stock-based compensation 397 298 Gross deferred tax assets 31,242 24,214 Less valuation allowance (30,156 ) (18,622 ) Total deferred tax assets 1,086 5,592 Deferred tax liabilities Intangibles and other (1,000 ) (5,814 ) Gross deferred tax liabilities (1,000 ) (5,814 ) Net deferred tax assets (liabilities) $ 86 $ (222 ) On March 27, 2020, and December 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and Consolidated Appropriations Act, 2021 (CAA 2021) were signed into law. These acts include provisions and tax law changes applicable to businesses. Changes in tax law are accounted for in the period of enactment. The Company has evaluated the impact of the CARES Act and CAA 2021 act and has accounted for the impact of the tax law changes in the current year provision to the extent these provisions are applicable. As of December 31, 2022, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $22.3 million and $15.4 million, respectively, which expire beginning in the year 2030 and 2029 respectively. As of December 31, 2022, the Company’s Hong Kong subsidiary has net operating loss carryforwards of approximately $42.2 million, which are indefinite and have no expiration date. As of December 31, 2022, the Company has federal and state research and development tax credits of $2.0 million and $1.9 million, respectively. The federal research credits will begin to expire in the year 2029, and the state research credits have no expiration date. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. As of December 31, 2022, the Company has a valuation allowance of approximately $30.2 million related primarily to its net operating losses and credit carryforwards for which it is more likely than not that the tax benefit will not be realized. The amount of the valuation allowance represented an increase of approximately $11.5 million from the amount recorded as of December 31, 2021 and was primarily due to the additional net operating losses generated in 2022. The Company had unrecognized tax benefits of $2.7 million and $2.8 million for the years ended December 31, 2022 and 2021. The liabilities of unrecognized tax benefits of $0.3 million and $0.3 million for the years non-current A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 Beginning balance $ 2,783 $ 2,753 Increases (decreases) related to tax positions taken during prior year (87 ) 18 Increases related to tax positions taken during current year 24 12 Ending balance $ 2,720 $ 2,783 The Company files federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The tax years from 2016 forward remain open to examination due to the carryover of unused net operating losses and tax credits. |
Geographic Information and Conc
Geographic Information and Concentrations of Risk | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | ||
Geographic Information and Concentrations of Risk | 11. Geographic Information and Concentrations of Risk Concentrations of Risk Concentration of credit risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains a substantial portion of its cash and cash equivalents in checking and savings accounts with banks. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. While the Company has not experienced any losses in such accounts, the recent failure of Silicon Valley Bank (SVB), at which the Company held cash and cash equivalents in multiple accounts, potentially exposed the Company to significant credit risk prior to the completion by the Federal Deposit Insurance Corporation of the resolution of SVB in a manner that fully protected all depositors. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company generally does not require collateral or other security in support of accounts receivable. The Company periodically reviews the need for an allowance by considering factors such as historical experience, credit quality, the age of the account receivable balances and current economic conditions that may affect a customer’s ability to pay. As of March 31, 2023 and December 31, 2022, no customer represented 10% or more of the Company’s accounts receivable balance. Concentration of customers For each of the three months ended March 31, 2023 and 2022, no customer represented 10% or more of the Company’s consolidated revenues. Concentration of suppliers For each of the three months ended March 31, 2023 and 2022, one supplier represented 31% of the Company’s inventory purchases, accounting for $1.9 million and $1.1 million in total purchases, respectively. Revenue concentrations The Company’s revenues by geographical region is as follows (in thousands): Three Months Ended 2023 2022 United States $ 2,004 $ 2,310 China 1,653 1,351 Asia, other 1,602 1,779 Europe 2,714 2,900 Other 1,194 1,168 $ 9,167 $ 9,508 | 14. Geographic Information and Concentrations of Risk Concentrations of Risk Concentration of credit risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains a substantial portion of its cash and cash equivalents in checking and savings accounts with banks. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. While the Company has not experienced any losses in such accounts, the recent failure of Silicon Valley Bank (SVB), at which the Company held cash and cash equivalents in multiple accounts, potentially exposed the Company to significant credit risk prior to the completion by the Federal Deposit Insurance Corporation of the resolution of SVB in a manner that fully protected all depositors. See Note 18. Subsequent Events Concentration of customers For each of the years ended December 31, 2022 and 2021, no customer represented % or more of the Company’s consolidated revenues. Concentration of suppliers For the years ended December 31, 2022 and 2021, one supplier represented % and %, respectively, of the Company’s inventory purchases, accounting for $ million and $ million in total purchases, respectively. Revenue concentrations The Company’s revenues by geographical region Years Ended 2022 2021 United States $ 10,830 $ 8,370 China 6,645 5,027 Asia, other 7,219 4,833 Europe 12,694 12,762 Other 3,078 3,422 $ 40,466 $ 34,414 Long-lived assets concentrations The Company’s long-lived assets by geographical region is as follow (in thousands): Years Ended 2022 2021 United States $ 104 $ 114 China 298 519 Asia, other 100 — Europe 1,708 1,939 Other 151 162 $ 2,361 $ 2,734 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan The Company has established a 401(k) tax-deferred inception. The non-US |
Overview and Summary of Signi_2
Overview and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products as forecasted, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The information contained herein has been prepared by Movella Holdings Inc. (the “Company”) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and joint ventures in which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The information at March 31, 2023 and the results of the Company’s operations for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, except otherwise disclosed herein, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods presented. These unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto included elsewhere herein. Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not affect total revenues, costs and expenses, net loss, assets, liabilities or stockholders’ deficit. Except as set forth below, the accounting policies used in preparing these unaudited condensed consolidated financial statements are the same as those described in the Company’s financial statements for the year ended December 31, 2022. There were no material changes to our significant accounting policies and estimates during the three months ended March 31, 2023 with the exception of the addition of policies relating to the FP Venture Linked Notes and assumed warrant liabilities. The results of operations for the interim periods presente d | Basis of Presentation and Principles of Consolidation The information contained herein has been prepared by Movella Inc. (the “Company”) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries, and joint ventures in which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, except otherwise disclosed herein, which are, in the opinion of management, necessary for a fair statement of the results of the periods presented. Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not affect total revenues, costs and expenses, net loss, assets, liabilities or stockholders’ deficit. On June 30, 2021, the Company dissolved its majority owned subsidiary Ten Degrees, Inc. (“TDI”) subsequent to the asset sale to Inpixon on August 19, 2020. |
Liquidity | Liquidity The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company has incurred recurring losses from operations and net cash used in operating activities including a net loss from operations of $9.4 million and net cash used in operating activities of $5.4 million for the three months ended March 31, 2023. The Company has cash, cash equivalents, and marketable securities of $62.1 million; there are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.2 million held outside of the U.S. by its subsidiaries in China and $1.0 million held by its joint venture entity in China as of March 31, 2023. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its investors to fund operations, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. On February 10, 2023, the Company consummated the Business Combination Agreement with Pathfinder Acquisition Corporation whereby through a series of transactions, the Company received approximately $58.0 million of net cash proceeds after transaction costs and repayment of debt. See Note 4. Reverse Recapitalization for additional details. The Note Purchase Agreement also contains a financial covenant requiring the Company and its subsidiaries to achieve positive EBITDA on a consolidated basis for the most recently ended four-quarter period, commencing with the last day of the fiscal quarter ending June 30, 2024 and as of the last day of each fiscal quarter thereafter. With the cash, cash equivalents, and marketable securities on hand at March 31, 2023, the Company believes the actions it has taken, and the measures it may take in the future, will provide sufficient liquidity to fund operations and capital expenditures over the next twelve months. The Company may seek to raise additional capital, which could be in the form of loans, convertible debt or equity, to fund future operating requirements and capital expenditures. The Company’s liquidity is highly dependent on its ability to increase revenues, control operating costs, and raise additional capital. The Company continues to closely monitor expenses to assess whether any immediate changes are necessary to enhance its liquidity. There can be no assurance that the Company will be able to raise additional capital on favorable terms, or execute on any other means of improving liquidity as described above. | Liquidity The Company has prepared its consolidated financial statements assuming that the Company will continue as a going concern. The Company has incurred recurring losses from continuing operations and net cash used in operating activities including a net loss from continuing operations of $33.0 million and net cash used in operating activities of $14.6 million for the year ended December 31, 2022. The Company has cash and cash equivalents of $14.3 million; there are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.7 million held outside of the U.S. by its subsidiaries in China and $1.5 million held by its joint venture entity in China as of December 31, 2022. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its investors to fund operations, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. On February 10, 202 3 , Subsequent Events With the cash on hand at December 31, 2022, and the net cash received from the consummation of the Business Combination Agreement with Pathfinder Acquisition Corporation, the Company believes the actions it has taken, and the measures it may take in the future, will provide sufficient liquidity to fund operations and capital expenditures over the next twelve months mitigating the conditions that caused there to be substantial doubt about the Company’s ability to continue as a going concern. The Company may seek to raise additional capital, which could be in the form of loans, convertible debt or equity, to fund future operating requirements and capital expenditures. The Company’s liquidity is highly dependent on its ability to increase revenues, control operating costs, and raise additional capital. The Company continues to closely monitor expenses to assess whether any immediate changes are necessary to enhance its liquidity. There can be no assurance that the Company will be able to raise additional capital on favorable terms, or execute on any other means of improving liquidity as described above. Discontinued Operations In July 2021, the Company discontinued its components business due to recurring operating losses, per the determination of management and the Company’s Board of Directors. In accordance with Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations Discontinued Operations |
Reclassifications | Reclassification Certain reclassifications have been made to the Company’s condensed consolidated financial statements for the three months ended March 31, 2022 to conform to the current period’s condensed consolidated financial statement presentation. The reclassifications had no impact on total revenues, expenses, assets, liabilities, stockholders’ deficit, cash flows from operating activities, cash flows from investing activities, or cash flows from financing activities for all periods presented. | Reclassifications Certain reclassifications have been made to the Company’s consolidated financial statements for the year ended December 31, 2021, to conform to the current period’s consolidated financial statement presentation. The reclassifications had no impact on total revenues, expenses, assets, liabilities, stockholders’ deficit, cash flows from operating activities, cash flows from investing activities, or cash flows from financing activities for all periods presented. |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Such estimates include, but are not limited to, measurement of valuation allowances relating to accounts receivable, inventories and deferred tax assets; estimates of future payouts for customer incentives and allowances and warranties; uncertain tax positions; incremental borrowing rates; fair values of stock-based compensation, fair value of embedded derivatives, fair value of the Venture Linked Notes, and valuation of common stock, preferred stock and warrants; estimates and assumptions used in connection with business combinations; useful lives of long-lived assets including intangible assets and property and equipment; revenue recognition; and future cash flows used to assess and test for impairment of goodwill and long-lived assets, if applicable. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require a material update to its estimates or judgments or an adjustment of the carrying value of its assets or liabilities as of March 31, 2023. However, these estimates may change as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to the Company’s condensed consolidated financial statements in future reporting periods. | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Such estimates include, but are not limited to, measurement of valuation allowances relating to accounts receivable, inventories and deferred tax assets; estimates of future payouts for customer incentives and allowances and warranties; uncertain tax positions; incremental borrowing rates; fair values of stock-based compensation, embedded derivatives, the Pre-Close Notes, and valuation of common stock, preferred stock and warrants; estimates and assumptions used in connection with business combinations; useful lives of long-lived assets including intangible assets and property and equipment; revenue recognition; and future cash flows used to assess and test for impairment of goodwill and long-lived assets, if applicable. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Due to the Coronavirus (“COVID-19”) COVID-19 |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company predominantly uses the Euro as its functional currency and the United States Dollar as its reporting currency. Assets and liabilities denominated in non-U.S. non-monetary non-U.S. non-U.S. | |
Segment Reporting | Segment Reporting The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single | Segment Reporting The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. |
Cash and Cash Equivalents | Cash and Cash Equivalents T he Company’s cash and cash equivalents consist of highly liquid investments with insignificant interest rate risk and original maturities of three months of less at the time of purchase. Cash and cash equivalents include demand deposits and money market accounts. Interest is accrued as earned. Cash and cash equivalents are recorded at cost, which approximates fair value. Approximately $ 3.5 million and $4.1 million of the Company’s cash and cash equivalents balance were held outside of the U.S. as of March 31, 2023 and December 31, 2022, respectively. There are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.2 million held outside of the U.S. by its subsidiaries in China and $1.0 million held by its joint venture entity in China as of March 31, 2023. | Cash and Cash Equivalents The Company’s cash and cash equivalents include cash held in checking and savings accounts and highly liquid securities with original maturity dates of three months or less from the original date of purchase. Approximately $4.1 million and $5.1 million of the Company’s cash and cash equivalents balance were held outside of the U.S. as of December 31, 2022 and December 31, 2021, respectively. There are restrictions on the Company’s ability to transfer cash and cash equivalents of $0.7 million held outside of the U.S. by its subsidiaries in China and $1.5 million held by its joint venture entity in China as of December 31, 2022. |
Debt Instruments | Debt Instruments Venture Linked Notes As permitted under ASC 825, Financial Instruments the Company has elected the fair value option to account for its Francisco Partners Venture Linked Notes (the “Venture Linked Notes”) primarily to avoid the separate recognition of certain linked instruments in the consolidated statements of operations. In accordance with ASC 825, the Company records the Venture Linked Notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. As a result of applying the fair value option, $0.8 million of direct costs and fees related to the Pre-Close Notes and $1.6 million related to the Venture Linked Notes was expensed during the year ended December 31, 2022 and an additional $7.9 million related to the Venture Linked Notes was expensed upon consummation of the Business Combination Agreement in February 2023. | Debt Instruments Convertible Notes The Company evaluates embedded features within convertible notes that will be settled in shares upon conversion under ASC 815 Derivatives and Hedging non-cash Pre-Close As permitted under ASC 825, Financial Instruments Pre-Merger “Pre-Close Pre-Close Pre-Close |
Deferred Payout | Deferred Payout On September 23, 2020, the Company acquired 100% of the issued and outstanding equity of Kinduct Technology, Inc. (“Kinduct”), a privately held company, in the business of developing intelligent health, fitness, and sport performance software. Related to the acquisition of Kinduct the Company agreed to three deferred cash installment payments totaling $10.0 million with a fair value of $9.4 million. The deferred payout schedule was $2.0 million due on March 23, 2021, $2.0 million due on September 23, 2021, and $6.0 million due on March 23, 2022. As of December 31, 2022, the Company had paid $4.0 million for the first two deferred cash installment payments with the remaining $6.0 million of installment payments partially satisfied with an exchange of $1.1 million owed under the deferred payout for convertible notes. See Note 5. Debt and Note 12. Related Party Transactions for more information on the convertible notes. Any amounts that were due and payable under the deferred payout agreement were accruing interest at 12% until paid in full. On December 16, 2022, the Company reached an agreement with the former owners of Kinduct to satisfy in full the remaining balance of the deferred payout, with $1.0 million paid on December 20, 2022 and quarterly installments of $0.5 million due beginning March 31, 2023 unless an Acceleration Event occurs. On February 10, 2023, an Acceleration Event occurred and the Company satisfied the deferred payout liability in full on February 13, 2023. | Deferred Payout On September 23, 2020, the Company acquired 100% of the issued and outstanding equity of Kinduct Technology, Inc. (“Kinduct”), a privately held company, in the business of developing intelligent health, fitness, and sport performance software. Related to the acquisition of Kinduct the Company agreed to three deferred cash installment payments totaling $10.0 million with a fair value of $9.4 million. The deferred payout schedule was $2.0 million due on March 23, 2021, $2.0 million due on September 23, 2021, and $6.0 million due on March 23, 2022. As of December 31, 2022, the Company had paid $4.0 million for the first two deferred cash installment payments with the remaining $6.0 million of installment payments partially satisfied with an exchange of $1.1 million owed under the deferred payout for convertible notes. See Note 6. Debt Related Party Transactions m 3 unless payment is accelerated under the terms of the deferred payout agreement (an “Acceleration Event”) , , Commitments and Contingencies Subsequent Events |
Inventories and Provision for Excess and Obsolete Inventory | Inventories and Provision for Excess and Obsolete Inventory Inventory consists of raw materials, work-in-progress first-in, first-out | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed for financial reporting purposes using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the shorter of their useful life or the remaining lease term. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed, and any resulting gain or loss is recorded as a component of operating expenses in the consolidated statement of operations. The estimated useful lives of property and equipment are as follows: Estimated Office equipment 5 years Computer hardware 3 to 5 years Lab equipment 5 years Furniture and fixtures 5 years Leasehold improvements 2 to 5 years Computer software 3 to 5 years Production equipment 3 years The Company evaluates the recoverability of the carrying amount of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. A potential impairment charge is evaluated when the undiscounted expected cash flows derived from an asset group are less than its carrying amount. Impairment losses are measured as the amount by which the carrying value of an asset group exceeds its fair value and are recognized in operating results. Judgment is used when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments and the fair value of the asset group. | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at least annually in the fourth quarter of each year. For the years ended December 31, 2022 and 2021, the Company performed its annual goodwill impairment assessment and concluded that there was no impairment related to goodwill. | |
Acquired Intangible Assets | Acquired Intangible Assets The Company’s intangible assets include developed technology, customer relationships, patents, trademarks and non-compete | Acquired Intangible Assets The Company’s intangible assets include developed technology, customer relationships, patents, trademarks and non-compete ful lives of intangible asset s are as follows: Estimated Developed technology 5 to 10 years Customer relationships 2 to 3 years Patents and trademarks 10 years Non-compete 2 years |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates stock warrants, debt instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815. When contracts contain embedded derivatives that are bifurcated marked-to-market | |
Non-marketable Equity Securities | Non-marketable The Company’s non-marketable equity securities primarily comprise of shares of a privately held company which the Company received in 2021 as consideration for a licensing arrangement. The Company does not have significant influence over the privately held company and these equity securities do not have readily determinable fair values, as such the Company accounted for these equity securities using a measurement alternative in accordance with ASC 321, Investments—Equity Securities , which allows entities to measure these investments at cost, less any impairment, adjusted for changes from observable price changes in orderly transactions for identifiable or similar investments of the same issuer. The Company determined that there were no transactions with observable prices related to the non-marketable equity securities, and that there were no indicators of impairment related to the non-marketable equity securities for the three months ended March 31, 2023. | |
Non-marketable Equity Securities | Non-marketable The Company’s non-marketable Discontinued Operations Investments—Equity Securities The Company determined that there were no transactions with observable prices related to the non-marketable non-marketable | |
Preferred Stock Redemption and Classification | Preferred Stock Redemption and Classification The Series D-1 convertible redeemable preferred stock (the “Series D-1 Preferred Stock”) contained a liquidation preference whereby holders of the Series D-1 Preferred Stock were entitled to receive consideration equal to their original issue price plus all declared but unpaid dividends, prior to payment to the holders of other series of convertible preferred stock or the holders of common stock. As such, the holders of the Series D-1 Preferred Stock could receive cash entirely while the holders of subordinated equity instruments could receive nothing or cash plus other assets of the company, which is not the same form of consideration as the holders of the Series D-1 Preferred Stock. Likewise, the Series E Preferred Stock has a liquidation preference to the Series D Preferred Stock, Series C Preferred Stock, and Series B and Series A Preferred Stock. The Series D Preferred Stock has a liquidation preference to the Series C Preferred Stock, and Series B and Series A Preferred Stock. The Series C Preferred Stock has a liquidation preference to Series B and Series A Preferred Stock. The Series B and Series A Preferred Stock have a liquidation preference to the Common Stock. The Series D-1 Preferred Stock was redeemable at a price per share equal to the original issue price of $4.5713 per share, plus an amount per share equal to 8% of the original issue price for each year following the original issue date, not more than 60 days after receipt of a written notice from a majority of the Series D-1 shareholders by the Company at any time on or after September 28, 2023. As the preferred stockholders had the ability to control a majority of the votes of the board of directors, a deemed redemption could have occurred that was in the control of the preferred stockholders and outside the control of the Company, and holders of common stock may not have received the same form of consideration as the holders of the preferred stock, the Company concluded that the preferred stock was redeemable at the option of the holder and should be classified in mezzanine equity on the condensed consolidated balance sheets. Upon consummation of the Business Combination Agreement on February 10, 2023, all series of Preferred Stock converted into common stock. Refer to Note 4. Reverse Recapitalization for more information. | |
Revenue Recognition | Revenue Recognition The Company follows the guidance in ASC 606, Revenue from contracts with customers Step 1. Identification of the contract(s) with a customer; Step 2. Identification of the performance obligations in the contract(s); Step 3. Determination of the transaction price; Step 4. Allocation of the transaction price to the performance obligation(s); Step 5. Recognition of the revenue when, or as, the Company satisfies a performance obligation. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time it has an unconditional right to receive payment. The Company’s prices are fixed and have no history of being affected by contingent events that could impact the transaction price. The Company does not offer price concessions and does not accept payment that is less than the price stated when it accepts the purchase order. Revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that may include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations. Product Revenue Hardware. On-premise on-premise on-premise Service Revenue Support and Maintenance Services on-premise Software as a Service. Non-recurring non-recurring non-recurring With respect to revenue related to third party product sales or other arrangements that involve the services of another party, for which the Company does not control the sale or service and acts as an agent to the transaction, the Company recognizes revenue on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. Multiple Performance Obligations The Company’s contracts with customers may include commitments to transfer multiple products and services to a customer. When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations. The Company considered the performance obligations in its contracts and determined that, for the majority of its revenue, the Company generally satisfies performance obligations at a point in time upon delivery of the hardware or on-premise on-premise Standalone Selling Price Judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. When available, the Company maximizes observable inputs to determine SSP. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP based on a cost-plus model as market and other observable inputs are seldom present based on the proprietary nature of the Company’s products. The transaction price is allocated to each performance obligation in a contract to record revenues in the amount of consideration that a provider expects to be entitled to receive in exchange for transferring goods or services. Generally, this allocation is based on the relative selling price method, where the SSP is determined for each performance obligation at contract inception and is based on observable prices. When contracts include variable consideration such as a discount, the discount is allocated proportionately to all performance obligations in the contract. For contracts with multiple performance obligations, revenue is allocated to the hardware, on-premise Shipping and Handling Costs The Company has elected to account for shipping and handling costs as fulfillment costs after the customer obtains control of the goods. Shipping and handling of production is recorded as cost of revenues and were $0.5 million and $0.3 million for the years ended December 31, 2022 and 2021, respectively. Contract Balances Contract Assets Under ASC 606, contract assets include amounts related to the contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced. Timing of revenue recognition may differ from the timing of invoicing to customers. If revenue recognized on a contract exceeds the billings, then the Company records an unbilled receivable for that excess amount, which is included as part of accounts receivable, net in the consolidated balance sheets. The Company had $0.2 million and nil, respectively, of contract assets as of December 31, 2022 and 2021. There were no impairment losses associated with contracts with customers for the years ended December 31, 2022 and 2021. Contract Liabilities The Company’s contract liabilities primarily consist of deferred revenue arising from billings and payments received in advance of revenue recognition. The Company primarily bills and collects payments in advance from customers for its SaaS subscriptions and services related to maintenance and support. The Company initially records the fees as deferred revenue and then recognizes revenue as performance obligations are satisfied over the subscription or support period. Deferred revenue to be recognized within the next twelve months is included in current deferred revenue, and the remainder is included in long-term deferred revenue in the consolidated balance sheets. non-refundable prototype | |
Government Subsidies | Government Subsidies From time to time the Company receives government subsidies generally in the form of refundable tax credits. Government grants are recorded in the consolidated financial statements in accordance with their purpose, generally as a reduction of expense or as other income. The benefit is recorded when all conditions attached to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt. For the year ended December 31, 2022, the Company recorded $1.4 million of government subsidies pursuant to the Digital Media Tax Credit (“DMTC”) as a reduction in payroll expense and a related receivable, and $0.1 million in other miscellaneous government subsidies as other income, net. In connection with receipt of the DMTC subsidy, the Company incurred | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In the normal course of business, the Company provides non-collateralized , | |
Cost of Revenues | Cost of Revenues Cost of revenues primarily consist of costs associated with the procurement of raw materials and manufacture of our sensor module solutions, amortization of certain acquired intangibles, hosting and delivery services for our SaaS platform to support our subscribers, personnel-related expenses associated with provision of non-recurring | |
Research and Development Costs | Research and Development Costs The Company’s research and development (“R&D”) efforts are focused on the development and design of sensor fusion modules and motion capture systems, as well as the continued development of advanced software platforms directed to the improvement of the Company’s existing technologies. The R&D organization works with the Company’s manufacturing facilities, suppliers and customers to improve sensor module designs and lower manufacturing costs. Research and development costs are charged to expense as incurred. | |
Software Development Costs | Software Development Costs Generally, the Company’s external-use internal-use internal-use external-use | |
Product Warranty | Product Warranty The Company’s products are sold with a standard limited warranty for a period ranging from one to two years, warranting that the product conforms to specifications and is free from material defects in design, materials and workmanship. The Company estimates the costs of repairing or replacing products under warranty based on the historical average cost. The Company periodically assesses the adequacy of its recorded product warranty liabilities and adjusts the balances as required. At the time revenue is recognized, the Company establishes an accrual for estimated warranty expenses associated with its sales, recorded as a component of cost of revenues. As of both December 31, 2022 and 2021, the Company has established a warranty reserve of $0.1 million, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. Warranty expense is recorded as a component of cost of revenues in the consolidated statements of operations. The Company incurred an insignificant amount of warranty expense for the years ended December 31, 2022 and 2021. | |
Non-controlling Interests | Non-controlling Non-controlling non-controlling | |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense over the requisite service period on a straight-line basis for all stock-based payments that are expected to vest to employees, non-employees, non-employees | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximate the carrying amounts represented in the consolidated balance sheets, except for derivative warrant liabilities (see note 10 | |
Debt and Equity Issuance Costs | Debt and Equity Issuance Costs Debt and equity issuance costs, which primarily consist of direct and incremental banking, legal, accounting, consulting, and printing fees relating to the merger transaction described in Note 4. Reverse Recapitalization , are allocated between the debt and equity elements of the transaction. Debt issuance costs of $7.9 million relating to the Venture Linked Notes have been expensed in the three months ended March 31, 2023, as the Company elected the fair value option for the Venture Linked Notes which closed on February 10, 2023. The Company recorded $19.7 million of equity issuance costs as a reduction in proceeds received from the business combination. | Debt and Equity Issuance Costs Debt and equity issuance costs, which primarily consist of direct and incremental banking, legal, accounting, consulting, and printing fees relating to the merger transaction described in Note 18. Subsequent Events Pre-Close Pre-Close |
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities, due to their short-term nature. | |
Warrant Liabilities | Warrant Liabilities In connection with the Closing, all 596,435 Legacy Movella warrants were net exercised for 546,056 common shares of Legacy Movella which were then converted into 266,880 shares of New Movella common stock based on the Exchange Ratio of approximately 0.4887. Upon the Closing of the Business Combination, the Company assumed 6,500,000 public warrants and 4,250,000 private placement warrants that were previously issued by PFDR. Each public warrant and private placement warrant is exercisable for 1 share of New Movella common stock at an exercise price of $11.50. The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement For the three months ended March 31, 2023 and 2022 the Company recorded a gain on change in fair value of the warrant liabilities of $1.4 million and nil, respectively. | |
Litigation | Litigation The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company records a loss when information indicates that a loss is both probable and estimable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records the minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potential liability related to the Company’s pending litigation and revises its estimates, if necessary. The Company expenses litigation costs as incurred. Refer to Note 17. Commitments and Contingencies | |
Preferred Stock Redemption and Classification | Preferred Stock Redemption and Classification The Series D-1 D-1 D-1 D-1 D-1 The Series D-1 D-1 As the preferred stockholders have the ability to control a majority of the votes of the board of directors, a deemed redemption may occur that is in the control of the preferred stockholders and outside the control of the Company, and holders of common stock may not receive the same form of consideration as the holders of the preferred stock, the Company concluded that the preferred stock is redeemable at the option of the holder and should be classified in mezzanine equity on the consolidated balance sheets. | |
Net income per ordinary share | Earnings per Share Basic and diluted earnings per share attributable to common stockholders is presented in conformity with the two-clas s Under the two-class | |
Lease Accounting | Lease Accounting The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for real estate and are included within right-of-use assets, net, accrued expenses and other current liabilities, and other long-term liabilities on the condensed consolidated balance sheets. The Company elected the practical expedient to combine its lease and related non-lease components for all its leases. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments that do not depend on an index or rate are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets also include any lease prepayments made and exclude lease incentives. Many of the Company’s lease agreements include options to extend the lease, which are not included in the Company’s minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. | Lease Accounting The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for real estate and are included within right-of-use non-lease Right-of-use |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes all temporary changes in equity (net assets) during a period from non-owner | |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 on January 1, 2023 which did not have a material impact on its condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 is effective for private companies’ fiscal years beginning after December 15, 2023, respectively, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the timing of adoption and the impact of this ASU on its condensed consolidated financial statements. | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASC 842, Leases right-of-use In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 2019-12 In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 2016-01 2020-01 In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), 815-40): 2021-04 |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products as forecasted, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. | |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company will be required to use a forward-looking expected credit loss model for accounts receivable and other financial instruments, including available-for-sale debt securities. The standard will be effective for the Company beginning in 2023, with early adoption permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): if-converted 2020-06 | |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiaries in connection with the Business Combination. All inter-company accounts and transactions are eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised or expire. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Derivative warrant liabilities are classified as non-current | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. The Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (if available) and accumulated deficit. | |
Net income per ordinary share | Net income per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the Over-allotment Units) and the private placement warrants to purchase an Class A ordinary shares in the calculation of diluted income per share, because in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of the over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For The Years Ended December 31, 2022 2021 Class A Class B Class A Class B Net income (loss) per ordinary share: Numerator: Allocation of net income (loss), basic $ (173,252 ) $ (43,313 ) $ 6,201,121 $ 1,772,180 Allocation of net income (loss), diluted $ (173,252 ) $ (43,313 ) $ 6,186,773 $ 1,786,528 Denominator: Basic weighted average ordinary shares outstanding 32,500,000 8,125,000 28,136,986 8,041,096 Diluted weighted average ordinary shares outstanding 32,500,000 8,125,000 28,136,986 8,125,000 Basic net income (loss) per ordinary share $ (0.01 ) $ (0.01 ) $ 0.22 $ 0.22 Diluted net income (loss) per ordinary share $ (0.01 ) $ (0.01 ) $ 0.22 $ 0.22 | |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes were not levied on the Company for the year ended December 31, 2022. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary Of Impact Of Restatement Of Financial Statements | The impact of the restatement on the statements of operations, statement of changes in stockholders’ deficit and statement of cash flows for the affected period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. Statements of Operations: For the Three Months Ended As Previously Restatement As Restated Loss from operations (2,302,238 ) — (2,302,238 ) Other income (expenses) Change in fair value of derivative warrant liabilities 1,159,920 — 1,159,920 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities 6,256,250 (6,066,060 ) 190,190 Offering costs associated with derivative warrant liabilities — — — Income from investments held in Trust Account 1,108,635 — 1,108,635 Net income 6,222,567 (6,066,060 ) 156,507 Weighted average shares outstanding of Class A ordinary share, basic and diluted 32,500,000 — 32,500,000 Basic net income per share, Class A ordinary share 0.15 (0.15 ) 0.00 Weighted average shares outstanding of Class B ordinary share, basic 8,125,000 — 8,125,000 Basic net income per share, Class B ordinary share 0.15 (0.15 ) 0.00 Weighted average shares outstanding of Class B ordinary share, diluted 8,125,000 — 8,125,000 Diluted net income per share, Class B ordinary share 0.15 (0.15 ) 0.00 For the Nine Months Ended As Previously Restatement As Restated Loss from operations (2,851,917 ) — (2,851,917 ) Other income (expenses): Change in fair value of derivative warrant liabilities 6,104,920 — 6,104,920 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities 6,256,250 (6,066,060 ) 190,190 Offering costs associated with derivative warrant liabilities — — — Income from investments held in Trust Account 1,323,982 — 1,323,982 Net income 10,833,235 (6,066,060 ) 4,767,175 Weighted average shares outstanding of Class A ordinary share, basic and diluted 32,500,000 — 32,500,000 Basic net income per share, Class A ordinary share 0.27 (0.15 ) 0.12 Weighted average shares outstanding of Class B ordinary share, basic 8,125,000 — 8,125,000 Basic net income per share, Class B ordinary share 0.27 (0.15 ) 0.12 Weighted average shares outstanding of Class B ordinary share, diluted 8,125,000 — 8,125,000 Diluted net income per share, Class B ordinary share 0.27 (0.15 ) 0.12 Statement of Changes in Shareholders’ Deficit: For the Nine Months Ended September 30, 2022 As Previously Reported Restatement As Restated Adjustment for accretion of Class A ordinary shares subject to possible redemption (1,252,434 ) 6,066,060 4,813,626 Statement of Cash Flows: For the Nine Months Ended September 30, 2022 As Previously Reported Restatement As Restated Net income 10,833,235 (6,066,060 ) 4,767,175 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of derivative warrant liabilities (6,104,920 ) — (6,104,920 ) Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities (6,256,250 ) 6,066,060 (190,190 ) Offering costs associated with derivative warrant liabilities — — — Income from investments held in Trust Account (1,323,982 ) — (1,323,982 ) Changes in operating assets and liabilities: Prepaid expenses 458,459 — 458,459 Accounts payable 7,679 — 7,679 Accrued expenses 1,906,957 — 1,906,957 Net cash used in operating activities (478,822 ) — (478,822 ) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of basic and diluted net income (loss) per share | Potentially dilutive securities that were not included in the diluted per share calculations as of March 31, 2023 and 2022 because they would be anti-dilutive were as follows: March 31, 2023 2022 Convertible preferred stock — 27,543,266 Outstanding stock options 1,682,520 7,493,066 Convertible notes(a) — 616,506 Legacy Movella Common stock warrants (1:1) — 291,502 Legacy Movella Preferred stock warrants (1:1) — 24,437 Public warrants (1:1) 6,499,961 — Private warrants (1:1) 4,250,000 — Total 12,432,481 35,968,777 (a) Assumes conversion at $9.80 per share. | The following table sets forth the computation of the basic and diluted earnings per share attributable to common stockholders for the years ended December 31, 2022, and 2021 (in thousands except share and per share amounts): Years Ended December 31, 2022 2021 Numerator: Net loss from continuing operations $ (33,047 ) $ (18,803 ) Less: Net loss from continuing operations, attributable to noncontrolling interest 632 1,300 Deemed dividends from accretion of Series D-1 (2,684 ) (2,511 ) Loss from continuing operations attributable to common stockholders (35,099 ) (20,014 ) Loss from discontinued operations, net of tax — (156 ) Net loss attributable to common stockholders $ (35,099 ) $ (20,170 ) Denominator: Weighted-average ordinary shares outstanding, basic and diluted 11,285,170 9,101,819 Basic and diluted net income (loss) per share attributable to common stockholders: Continuing operations $ (3.11 ) $ (2.20 ) Discontinued operations $ — $ (0.02 ) Net loss $ (3.11 ) $ (2.22 ) |
Schedule Of Estimated Useful Lives Of Intangible Assets | The estimated use ful lives of intangible asset s are as follows: Estimated Developed technology 5 to 10 years Customer relationships 2 to 3 years Patents and trademarks 10 years Non-compete 2 years | |
Schedule Of Estimated Useful Lives Of Property And Equipment | The estimated useful lives of property and equipment are as follows: Estimated Office equipment 5 years Computer hardware 3 to 5 years Lab equipment 5 years Furniture and fixtures 5 years Leasehold improvements 2 to 5 years Computer software 3 to 5 years Production equipment 3 years | |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Schedule of basic and diluted net income (loss) per share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For The Years Ended December 31, 2022 2021 Class A Class B Class A Class B Net income (loss) per ordinary share: Numerator: Allocation of net income (loss), basic $ (173,252 ) $ (43,313 ) $ 6,201,121 $ 1,772,180 Allocation of net income (loss), diluted $ (173,252 ) $ (43,313 ) $ 6,186,773 $ 1,786,528 Denominator: Basic weighted average ordinary shares outstanding 32,500,000 8,125,000 28,136,986 8,041,096 Diluted weighted average ordinary shares outstanding 32,500,000 8,125,000 28,136,986 8,125,000 Basic net income (loss) per ordinary share $ (0.01 ) $ (0.01 ) $ 0.22 $ 0.22 Diluted net income (loss) per ordinary share $ (0.01 ) $ (0.01 ) $ 0.22 $ 0.22 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Balance Sheet Components [Abstract] | ||
Schedule of Inventory, Current | Inventories consisted of the following (in thousands): March 31, December 31, Raw materials $ 2,986 $ 2,758 Work-in-progress 1,231 1,132 Finished goods 2,353 1,274 $ 6,570 $ 5,164 | Inventories consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 2,758 $ 2,040 Work-in-progress 1,132 976 Finished goods 1,274 1,519 $ 5,164 $ 4,535 |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid and financed insurance $ 1,513 $ — Prepaid expenses 1,409 1,029 Value added tax receivable 900 446 Contract assets — 197 Vendor prepaid 287 — Government tax receivables 1,419 1,416 Other assets 129 186 $ 5,657 $ 3,274 | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2022 2021 Prepaid expenses $ 1,029 $ 1,006 Value added tax receivable 446 616 Contract assets 197 — Government tax receivables 1,416 — Other assets 186 686 $ 3,274 $ 2,308 |
Schedule of property, plant and equipment | Property and equipment, net consists of the following (in thousands): March 31, December 31, Office equipment $ 157 $ 157 Computer hardware and software 2,081 2,017 Lab equipment 2,802 2,864 Furniture and fixtures 553 545 Leasehold improvements 1,087 1,069 Gross book value 6,680 6,652 Less: accumulated depreciation and amortization (4,318 ) (4,291 ) $ 2,362 $ 2,361 | Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Office equipment $ 157 $ 151 Computer hardware and software 2,017 1,887 Lab equipment 2,864 2,717 Furniture and fixtures 545 529 Leasehold improvements 1,069 1,122 Gross book value 6,652 6,406 Less: accumulated depreciation and amortization (4,291 ) (3,672 ) $ 2,361 $ 2,734 |
Schedule of accrued expenses and accrued liabilities | Accrued expenses and other current liabilities consists of the following (in thousands): March 31, December 31, Accrued compensation and employee benefits $ 2,189 $ 2,999 Accrued professional services 1,243 1,909 Financed insurance 912 — Accrued valued added and other taxes 508 399 Accruals for purchases received 607 751 Current operating lease liabilities 483 593 Accrued TAS legal settlement — 325 Other current liabilities 1,414 968 $ 7,356 $ 7,944 | Accrued expenses and other current liabilities consists of the following (in thousands): December 31, 2022 2021 Accrued compensation and employee benefits $ 2,999 $ 2,859 Customer advances — 471 Accrued professional services 1,909 497 Accrued valued added and other taxes 399 400 Accruals for purchases received 751 550 Current operating lease liabilities 593 — Accrued TAS legal settlement (Note 17) 325 — Other current liabilities 968 845 $ 7,944 $ 5,622 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PATHFINDER ACQUISITION CORPORATION [Member] | |
Schedule of class A ordinary shares subject to possible redemption | The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheet is reconciled on the following table: Gross proceeds $ 325,000,000 Less: Fair value of Public Warrants at issuance (9,880,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,947,372 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 27,827,372 Class A ordinary shares subject to possible redemption as of December 31, 2021 325,000,000 Plus: Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption 11,029,200 Less: Adjustment for accretion of Class A ordinary shares subject to possible redemption amount (7,492,812 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 328,536,388 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax, domestic and foreign | The following table presents loss from continuing operations before income taxes for the years ended December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Domestic $ (9,734 ) $ (5,243 ) Foreign (23,426 ) (14,288 ) Loss before income taxes $ (33,160 ) $ (19,531 ) |
Schedule of components of income tax expense (benefit) | The components of the Company’s provision (benefit) for income taxes for the years ended December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Current Federal $ (18 ) $ 43 State 11 19 Foreign 202 312 195 374 Deferred Federal 16 (20 ) State 4 (7 ) Foreign (328 ) (1,075 ) (308 ) (1,102 ) Income tax benefit $ (113 ) $ (728 ) |
Schedule of effective income tax rate reconciliation | The differences in the income tax benefit that would result from applying the federal statutory income tax rate to the loss from continuing operations before income taxes and the reported income tax benefit for the years ended December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Tax benefit at U.S statutory rate $ (6,964 ) $ (4,102 ) State income taxes, net of federal benefit 12 11 Foreign tax differential (4,876 ) (933 ) Change in valuation allowance 11,534 4,448 Stock-based compensation 155 39 Other items 26 (191 ) Income tax benefit $ (113 ) $ (728 ) |
Schedule of deferred tax assets and liabilities | The tax effects of temporary differences that give rise to significant components of the net deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Deferred tax assets Accruals and reserves $ 1,375 $ 586 Net operating losses 26,955 20,618 Research and development credits and other 2,643 2,716 Depreciation and amortization (128 ) (4 ) Stock-based compensation 397 298 Gross deferred tax assets 31,242 24,214 Less valuation allowance (30,156 ) (18,622 ) Total deferred tax assets 1,086 5,592 Deferred tax liabilities Intangibles and other (1,000 ) (5,814 ) Gross deferred tax liabilities (1,000 ) (5,814 ) Net deferred tax assets (liabilities) $ 86 $ (222 ) |
Schedule of income tax contingencies | A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 Beginning balance $ 2,783 $ 2,753 Increases (decreases) related to tax positions taken during prior year (87 ) 18 Increases related to tax positions taken during current year 24 12 Ending balance $ 2,720 $ 2,783 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Stock-Based Compensation Expense | Stock-based compensation expens Three Months Ended 2023 2022 Research and development $ 219 $ 48 Sales and marketing 140 93 General and administrative 305 172 Total stock-based compensation $ 664 $ 313 | Stock-based compensation expense included in the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021 are as follows (in thousands): Years ended 2022 2021 Research and development $ 398 $ 143 Sales and marketing 468 175 General and administrative 833 468 Total stock-based compensation $ 1,699 $ 786 |
Summary of Company's Stock Option Activity | The following table summarizes the Company’s stock option activity under all plans for the three months ended March 31, 2023: Stock Options Weighted- Exercise Price Outstanding – December 31, 2022 5,691,018 $ 2.15 Granted — $ — Exercised (3,970 ) $ 2.59 Cancelled (12,423 ) $ 3.70 Expired — $ — Balance outstanding at March 31, 2023 5,674,625 $ 2.19 Exercisable at March 31, 2023 3,552,483 $ 1.89 | The following table summarizes the Company’s stock option activity under both plans for the years ended December 31, 2022 and 2021: Shares Stock Weighted Weighted Balance outstanding at December 31, 2020 3,827,465 11,941,846 $ 0.66 6.36 Granted (4,049,000 ) 4,049,000 0.93 Exercised — (133,932 ) 0.44 Canceled 825,358 (825,358 ) 0.64 Expired 32,500 (32,500 ) 0.25 Balance outstanding at December 31, 2021 636,323 14,999,056 $ 0.73 6.54 Increased option pool 1,500,000 — — Granted (2,013,000 ) 2,013,000 1.65 Exercised — (3,566,931 ) 0.47 Cancele d 1,086,505 (1,086,505 ) 0.81 Expired 713,300 (713,300 ) 0.43 Balance outstanding at December 31, 2022 1,923,128 11,645,320 $ 1.05 7.34 Exercisable at December 31, 2022 6,520,050 $ 0.89 6.43 Vested and expected to vest at December 31, 2022 11,645,320 $ 1.05 7.34 |
Summary of Fair Value of Stock-Based Awards | The following assumptions were used to calculate the fair value of the stock-based awards: Years Ended December 31, 2022 2021 Fair value per share of common stock $1.58-$3.20 $1.58 Expected term (years) 5.28-10.00 5.52-10.00 Expected volatility 43%-69% 43%-45% Risk-free interest rate 1.63%-4.20% 0.92%-1.56% Expected dividend yield 0% 0% |
Stockholders' Equity and Mezz_2
Stockholders' Equity and Mezzanine Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Stockholders Equity and Mezzanine Equity [Abstract] | |
Schedule of Company's Convertible Preferred Stock | As of December 31, 2022, the Company’s outstanding convertible preferred stock, both redeemable and non-redeemable, Shares Shares Aggregate Carrying Purchase Series A* 10,000,000 10,000,000 $ 10,000 $ 9,950 $ 1.0000 Series B* 11,791,929 8,747,602 24,816 24,680 2.8369 Series C* 13,122,055 13,122,055 37,226 37,032 2.8369 Series D* 7,470,088 7,470,088 31,043 30,780 4.1557 Series D-1** 6,562,724 6,562,724 30,000 41,991 4.5713 Series E* 18,024,809 10,458,755 43,463 40,750 4.1557 Total 66,971,605 56,361,224 $ 176,548 $ 185,183 As of December 31, 2021, the Company’s outstanding convertible preferred stock, both redeemable and non-redeemable, Shares Shares Aggregate Carrying Purchase Series A* 10,000,000 10,000,000 $ 10,000 $ 9,950 $ 1.0000 Series B* 11,791,929 8,741,929 24,800 24,680 2.8369 Series C* 13,122,055 13,122,055 37,226 37,032 2.8369 Series D* 7,470,088 7,470,088 31,043 30,780 4.1557 Series D-1** 6,562,724 6,562,724 30,000 39,307 4.5713 Series E* 18,024,809 10,458,755 43,463 40,750 4.1557 Total 66,971,605 56,355,551 $ 176,532 $ 182,499 * Convertible and non-redeemable ** Convertible and redeemable |
Schedule of Company's Outstanding Warrants | issuance or upon the closing of an acquisition of the Company in which the consideration payable for such acquisition is cash. As of December 31, 2022, the Company’s outstanding warrants are as follows: Class of Shares Issuance Expiration No. of Exercise Price Common Stock 11/25/2015 11/25/2025 62,500 0.580 Common Stock 3/31/2016 3/31/2026 37,500 0.580 Common Stock 8/30/2019 8/30/2029 265,060 0.830 Common Stock 12/10/2021 12/10/2031 215,054 0.930 Common Stock 2/25/2022 2/25/2032 16,321 $ 1.58 596,435 |
Schedule of Fair Value of Common Stock Warrants Valuation Techniques | The following assumptions were used to calculate the fair value of the common stock warrants issued to Eastward: Fair value per share of common stock $ 1.58 Expected term (years) 10 Expected volatility 43 % Risk-free interest rate 1.47 % Expected dividend yield 0 % |
Schedule of Common Stock Capital Shares Reserved for Future Issuance | The Company’s reserved shares of common stock for future issuance as of December 31, 2022 and 2021 are as follows: December 31, 2022 2021 Options outstanding and available for grant 13,568,448 15,635,379 Conversion of preferred stock 56,361,224 56,355,551 Conversion of convertible notes 1,324,635 — Warrants to purchase convertible preferred stock — 50,000 Warrants to purchase common stock 596,435 580,114 71,850,742 72,621,044 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | Potentially dilutive securities that were not included in the diluted per share calculations as of March 31, 2023 and 2022 because they would be anti-dilutive were as follows: March 31, 2023 2022 Convertible preferred stock — 27,543,266 Outstanding stock options 1,682,520 7,493,066 Convertible notes(a) — 616,506 Legacy Movella Common stock warrants (1:1) — 291,502 Legacy Movella Preferred stock warrants (1:1) — 24,437 Public warrants (1:1) 6,499,961 — Private warrants (1:1) 4,250,000 — Total 12,432,481 35,968,777 (a) Assumes conversion at $9.80 per share. | The following table sets forth the computation of the basic and diluted earnings per share attributable to common stockholders for the years ended December 31, 2022, and 2021 (in thousands except share and per share amounts): Years Ended December 31, 2022 2021 Numerator: Net loss from continuing operations $ (33,047 ) $ (18,803 ) Less: Net loss from continuing operations, attributable to noncontrolling interest 632 1,300 Deemed dividends from accretion of Series D-1 (2,684 ) (2,511 ) Loss from continuing operations attributable to common stockholders (35,099 ) (20,014 ) Loss from discontinued operations, net of tax — (156 ) Net loss attributable to common stockholders $ (35,099 ) $ (20,170 ) Denominator: Weighted-average ordinary shares outstanding, basic and diluted 11,285,170 9,101,819 Basic and diluted net income (loss) per share attributable to common stockholders: Continuing operations $ (3.11 ) $ (2.20 ) Discontinued operations $ — $ (0.02 ) Net loss $ (3.11 ) $ (2.22 ) |
Schedule of Potentially dilutive securities | The following table sets forth the computation of the basic and diluted net income (loss) per share attributable to common stockholders for the three months ended March 31, 2023, and 2022 (in thousands except share and per share amounts): Three Months Ended 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic $ 15,520 $ (6,255 ) Add: Deemed dividends from accretion of Series D-1 Preferred Stock 316 — Add: Convertible notes interest expense and loss on debt extinguishment 219 — Net income (loss) attributable to common stockholders, diluted $ 16,055 $ (6,255 ) Denominator: Weighted-average common shares outstanding for basic EPS 30,440,497 4,529,543 Weighted average shares from preferred stock converted into common shares 12,566,203 — Weighted average dilutive outstanding options 1,080,655 — Weighted average shares from convertible notes converted into common shares 296,949 — Weighted average Legacy Movella warrants converted into common shares 178,181 — Diluted weighted-average common shares outstanding 44,562,485 4,529,543 Net income (loss) per share: Basic net income (loss) per share attributable to common stockholders $ 0.51 $ (1.38 ) Diluted net income (loss) per share attributable to common stockholders $ 0.36 $ (1.38 ) | Potentially dilutive securities that were not included in the diluted per share calculations as of December 31, 2022 and 2021 because they would be anti-dilutive were as follows: December 31, 2022 2021 Convertible preferred stock 56,361,224 56,355,551 Outstanding stock options 11,645,320 14,999,056 Convertible notes (a) 1,324,635 — Common stock warrants (1:1) 596,435 580,114 Preferred stock warrants (1:1) — 50,000 Total 69,927,614 71,984,721 (a) Assumes conversion at $4.79 per share. |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic and Diluted Earnings per Share | The following table sets forth the computation of the basic and diluted net income (loss) per share attributable to common stockholders for the three months ended March 31, 2023, and 2022 (in thousands except share and per share amounts): Three Months Ended 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic $ 15,520 $ (6,255 ) Add: Deemed dividends from accretion of Series D-1 Preferred Stock 316 — Add: Convertible notes interest expense and loss on debt extinguishment 219 — Net income (loss) attributable to common stockholders, diluted $ 16,055 $ (6,255 ) Denominator: Weighted-average common shares outstanding for basic EPS 30,440,497 4,529,543 Weighted average shares from preferred stock converted into common shares 12,566,203 — Weighted average dilutive outstanding options 1,080,655 — Weighted average shares from convertible notes converted into common shares 296,949 — Weighted average Legacy Movella warrants converted into common shares 178,181 — Diluted weighted-average common shares outstanding 44,562,485 4,529,543 Net income (loss) per share: Basic net income (loss) per share attributable to common stockholders $ 0.51 $ (1.38 ) Diluted net income (loss) per share attributable to common stockholders $ 0.36 $ (1.38 ) | Potentially dilutive securities that were not included in the diluted per share calculations as of December 31, 2022 and 2021 because they would be anti-dilutive were as follows: December 31, 2022 2021 Convertible preferred stock 56,361,224 56,355,551 Outstanding stock options 11,645,320 14,999,056 Convertible notes (a) 1,324,635 — Common stock warrants (1:1) 596,435 580,114 Preferred stock warrants (1:1) — 50,000 Total 69,927,614 71,984,721 (a) Assumes conversion at $4.79 per share. |
Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted per share calculations as of March 31, 2023 and 2022 because they would be anti-dilutive were as follows: March 31, 2023 2022 Convertible preferred stock — 27,543,266 Outstanding stock options 1,682,520 7,493,066 Convertible notes(a) — 616,506 Legacy Movella Common stock warrants (1:1) — 291,502 Legacy Movella Preferred stock warrants (1:1) — 24,437 Public warrants (1:1) 6,499,961 — Private warrants (1:1) 4,250,000 — Total 12,432,481 35,968,777 (a) Assumes conversion at $9.80 per share. | The following table sets forth the computation of the basic and diluted earnings per share attributable to common stockholders for the years ended December 31, 2022, and 2021 (in thousands except share and per share amounts): Years Ended December 31, 2022 2021 Numerator: Net loss from continuing operations $ (33,047 ) $ (18,803 ) Less: Net loss from continuing operations, attributable to noncontrolling interest 632 1,300 Deemed dividends from accretion of Series D-1 (2,684 ) (2,511 ) Loss from continuing operations attributable to common stockholders (35,099 ) (20,014 ) Loss from discontinued operations, net of tax — (156 ) Net loss attributable to common stockholders $ (35,099 ) $ (20,170 ) Denominator: Weighted-average ordinary shares outstanding, basic and diluted 11,285,170 9,101,819 Basic and diluted net income (loss) per share attributable to common stockholders: Continuing operations $ (3.11 ) $ (2.20 ) Discontinued operations $ — $ (0.02 ) Net loss $ (3.11 ) $ (2.22 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | ||
Schedule of the aggregate future non-cancelable minimum rental payments | The aggregate future non-cancelable minimum rental payments for the Company’s operating leases, as of March 31, 2023, are as follows (in thousands): Year ended December 31, 2023 (remainder) $ 666 2024 737 2025 561 2026 561 2027 561 2028 561 Thereafter 1,312 Total minimum operating lease payments $ 4,959 Less: Amounts representing interest (1,852 ) Present value of net minimum operating lease payments 3,107 Less: Current portion (483 ) Long-term portion of operating lease obligations $ 2,624 | The aggregate future non-cancelable Years Ended December 31, 2023 $ 1,010 2024 734 2025 559 2026 559 2027 559 Thereafter 1,817 Total minimum operating lease payments $ 5,238 Less: Amounts representing interest (1,957 ) Present value of net minimum operating lease payments 3,281 Less: Current portion (593 ) Long-term portion of operating lease obligations $ 2,688 |
Schedule of the components of the right-of-use assets and lease liabilities | The components of the right-of-use assets and lease liabilities were as follows (in thousands): Balance Sheet Classification March 31, December 31, Right-of-use assets, net Right-of-use assets, net $ 3,107 $ 3,281 Current operating lease liabilities Accrued expenses and other current liabilities (483 ) (593 ) Non-current operating lease liabilities Operating lease liabilities and other non-current liabilities (2,624 ) (2,688 ) Total operating lease liabilities $ (3,107 ) $ (3,281 ) Weighted average remaining lease term (in years) 7.1 7.0 Weighted-average discount rate 14 % 14 % The components of lease cost were as follows (in thousands): Three Months Ended 2023 2022 Operating lease costs included in operating costs and expenses: Operating leases $ 361 $ 317 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows related to operating leases $ 300 $ 366 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ — 4,280 | The components of the right-of-use Balance Sheet Classification December 31, 2022 December 31, 2021 Right-of-use Right-of-use $ 3,281 $ — Current operating lease liabilities Accrued expenses and other current liabilities $ (593 ) $ — Non-current Operating lease liabilities and other non-current (2,688 ) — Total operating lease liabilities $ (3,281 ) $ — Weighted average remaining lease term (in years) 6.0 n/a Weighted-average discount rate 14 % n/a |
Schedule of the components of lease cost | The components of lease cost were as follows (in thousands): Years Ended 2022 2021 Operating lease costs included in operating costs and expenses: Operating leases $ 1,302 $ 1,182 | |
Schedule of supplemental cash flow | Supplemental cash flow information related to leases was as follows (in thousands): Years Ended 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows related to operating leases $ 1,429 $ 1,471 Right-of-use Operating leases $ 4,280 n/a |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of the Fair Value of Venture Linked Notes | The fair value of the Venture Linked Notes was determined using a binomial lattice model with the following key assumptions: March 31, February 10, Term 4.9 years 5.0 years Stock price $ 1.36 per share $ 8.58 per share Dividend yield — % — % Expected volatility 67.5 % 67.5 % Risk-free rate 3.7 % 3.9 % Risky rate 26.6 % 25.6 % Movement up 1.15 1.15 Movement down 0.87 0.87 Probability up 47.1 % 47.1 % Probability down 52.9 % 52.9 % | |
Schedule of measurements, recurring and nonrecurring basis | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis as of March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents Money market funds $ 50,119 $ — $ — $ 50,119 Total assets $ 50,119 $ — $ — $ 50,119 Financial Liabilities Venture Linked Notes $ — $ — $ 42,874 $ 42,874 Public warrants 876 — — 876 Private warrants — 637 — 637 Total liabilities $ 876 $ 637 $ 42,874 $ 44,387 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis as of December 31, 2022 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents Money market funds $ 11 $ — $ — $ 11 Marketable equity securities 2 — — 2 Total assets $ 13 $ — $ — $ 13 Financial Liabilities Pre-Close Notes $ — $ — $ 25,300 $ 25,300 Embedded derivative in convertible notes — — 60 60 Total liabilities $ — $ — $ 25,360 $ 25,360 | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents Money market funds $ 11 $ — $ — $ 11 Marketable equity securities 2 — — 2 Total assets $ 13 $ — $ — $ 13 Financial Liabilities Pre-Close $ — $ — $ 25,300 $ 25,300 Embedded derivative in convertible notes — — 60 60 Total liabilities $ — $ — $ 25,360 $ 25,360 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash equivalents: Money market funds $ 11 $ — $ — $ 11 Marketable equity securities 58 — — 58 Total assets $ 69 $ — $ — $ 69 |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Schedule of assets and liabilities that are measured at fair value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account-money market fund $ 328,636,388 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ — $ 1,495,000 $ — Derivative warrant liabilities-Private placement warrants $ — $ 977,500 $ — December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account-money market fund $ 325,028,452 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ — $ 3,835,000 $ — Derivative warrant liabilities-Private placement warrants $ — $ 2,507,500 $ — | |
Schedule of change in fair value of derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 16,340,000 Transfer of Public Warrants to Level 1 (8,710,000 ) Transfer of Private Warrants to Level 2 (5,695,000 ) Change in fair value of derivative warrant liabilities (1,935,000 ) Derivative warrant liabilities at December 31, 2021 $ — |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the activity related to the carrying value of goodwill during the years ended December 31, 2022 and 2021 (in thousands): Balance at December 31, 2020 $ 39,595 Effect of change in foreign currency exchange rates (1,011 ) Balance at December 31, 2021 38,584 Effect of change in foreign currency exchange rates (2,203 ) Balance at December 31, 2022 $ 36,381 |
Schedule of Finite-Lived intangible assets | Intangible assets as of December 31, 2022, consisted of the following (in thousands): Gross Accumulated Net Weighted Developed technology $ 16,422 $ (12,537 ) $ 3,885 3.68 Customer relationships 1,451 (1,036 ) 415 0.75 Trademarks 2,374 (867 ) 1,507 6.76 $ 20,247 $ (14,440 ) $ 5,807 Intangible assets as of December 31, 2021, consisted of the following (in thousands): Gross Accumulated Net Weighted Developed technology $ 30,335 $ (14,238 ) $ 16,097 3.67 Customer relationships 5,510 (2,974 ) 2,536 1.75 Trademarks 2,900 (631 ) 2,269 7.81 $ 38,745 $ (17,843 ) $ 20,902 |
Schedule of Finite-Lived intangible assets, future amortization expense | As of December 31, 2022, future amortization expense related to the intangible assets is as follows (in thousands): Years ending 2023 $ 1,681 2024 1,265 2025 1,265 2026 989 2027 228 Thereafter 379 Total $ 5,807 |
Geographic Information and Co_2
Geographic Information and Concentrations of Risk (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | ||
Schedule of revenues by geographical region | The Company’s revenues by geographical region is as follows (in thousands): Three Months Ended 2023 2022 United States $ 2,004 $ 2,310 China 1,653 1,351 Asia, other 1,602 1,779 Europe 2,714 2,900 Other 1,194 1,168 $ 9,167 $ 9,508 | The Company’s revenues by geographical region Years Ended 2022 2021 United States $ 10,830 $ 8,370 China 6,645 5,027 Asia, other 7,219 4,833 Europe 12,694 12,762 Other 3,078 3,422 $ 40,466 $ 34,414 |
Schedule of long-lived assets by geographical region | The Company’s long-lived assets by geographical region is as follow (in thousands): Years Ended 2022 2021 United States $ 104 $ 114 China 298 519 Asia, other 100 — Europe 1,708 1,939 Other 151 162 $ 2,361 $ 2,734 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations | Pursuant to the agreement, MEMSIC agreed to pay Company a maximum consideration valued at $75.0 million as follo ws The following table presents information related to the major classes of assets and liabilities that were classified as assets and liabilities from discontinued operations in the accompanying consolidated balance sheets (in thousands): December 31, 2022 2021 Other receivables - MEMSIC $ — $ 291 Current assets of discontinued operations — 291 Total assets of discontinued operations $ — $ 291 Accounts payable $ — $ 357 Current liabilities of discontinued operations — 357 Total liabilities of discontinued operations $ — $ 357 The following table provides a summary of operating results included in discontinued operations for the years ended December 31, 2022 and 2021 (in thousands): Years Ended 2022 2021 Revenue $ — $ 293 Cost of revenues — 181 Research and development — 103 General and administrative — 135 Loss from discontinued operations — (126 ) Other expense — (30 ) Loss from discontinued operations before income taxes — (156 ) Provision for income taxes — — Loss from discontinued operations, net of tax $ — $ (156 ) |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenues [Abstract] | ||
Schedule of Revenue | The following table depicts the disaggregation of revenue according to revenue type (in thousands): Three Months Ended 2023 2022 Revenues Product $ 7,659 $ 8,100 Service 1,508 1,408 Total Revenues $ 9,167 $ 9,508 | The following table depicts the disaggregation of revenue according to revenue type (in thousands): Years Ended 2022 2021 Revenues: Product $ 34,283 $ 28,848 Service 6,183 5,566 Total revenues $ 40,466 $ 34,414 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of the outstanding borrowings | The following table summarizes the outstanding borrowings as of March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, Venture Linked Notes $ 75,000 $ — Pre-Close Notes — 25,300 Convertible notes - related party — 6,345 ACOA Loans 461 497 Add: fair value of embedded derivative in convertible notes — 60 Less: unamortized debt discounts and issuance costs — (219 ) Less: fair value adjustment on Venture Linked Notes (32,126 ) — Total debt $ 43,335 $ 31,983 Classification: Line of credit and current portion of long-term debt $ 148 $ 148 Long-term portion of term debt 43,187 25,649 Convertible notes, net – related party — 6,186 | The following table summarizes the outstanding borrowings as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 2021 Pre-Close $ 25,300 $ — Eastward Term Loan — 8,000 Convertible notes – related party 6,345 — TD BCRS Line of credit — 1,069 SVB Term Loan — 398 ACOA Loans 497 532 Add: fair value of embedded derivative in convertible notes 60 — Less: unamortized debt discounts and issuance costs (219 ) (250 ) Total debt $ 31,983 $ 9,749 Classification: Line of credit and current portion of long-term debt $ 148 $ 1,353 Long-term portion of term debt $ 25,649 $ 8,396 Convertible notes, net – related party $ 6,186 $ — |
Schedule of principal payments on outstanding debt obligations | Contractual future principal payments on outstanding debt obligations, excluding accrued interest and the convertible notes due to their mandatory conversion into common stock upon the passage of time or a capital markets transaction, as of December 31, 2022 are as follows (in thousands): Year Ended December 31, 2023 $ 148 2024 105 2025 25,049 2026 49 2027 49 Thereafter 97 Total $ 25,497 |
Overview and Summary of Signi_3
Overview and Summary of Significant Accounting Policies - Merger with Pathfinder Acquisition Corporation (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2023 USD ($) | Feb. 10, 2023 USD ($) | Feb. 28, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Recapitalization exchange ratio | 0.4887 | ||||
Acquisition related costs | $ 29.2 | ||||
Recapitalization costs | $ 19.7 | $ 27.5 | |||
Venture Linked Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition costs expensed | $ 7.9 | $ 7.9 | $ 1.6 |
Overview and Summary of Signi_4
Overview and Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 10, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Loss from operations | $ (9,402,000) | $ (2,302,238) | $ (5,507,000) | $ (2,851,917) | $ (28,271,000) | $ (19,714,000) | |
Net cash used in operating activities | (5,440,000) | $ (4,745,000) | $ (478,822) | (14,550,000) | (10,759,000) | ||
Cash and cash equivalents | 62,096,000 | $ 14,334,000 | $ 11,166,000 | ||||
Value of shares purchased | $ 111,000,000 | ||||||
New Movella Common Stock [Member] | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Value of shares purchased | $ 58,000,000 | ||||||
Subsidiaries [Member] | China [Member] | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Maximum cash and cash equivalents transfer amount | 200,000 | ||||||
Joint Venture Entity [Member] | China [Member] | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||
Maximum cash and cash equivalents transfer amount | $ 1,000,000 |
Overview and Summary of Signi_5
Overview and Summary of Significant Accounting Policies - Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Overview and Summary of Signi_6
Overview and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 62,096 | $ 14,334 | $ 11,166 |
Non-US [Member] | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | 3,500 | $ 4,100 | $ 5,100 |
Subsidiaries [Member] | China [Member] | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Maximum cash and cash equivalents transfer amount | 200 | ||
Joint Venture Entity [Member] | China [Member] | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Maximum cash and cash equivalents transfer amount | $ 1,000 |
Overview and Summary of Signi_7
Overview and Summary of Significant Accounting Policies - Debt Instruments (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Pre-Close Notes [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition costs expensed | $ 0.8 | ||
Venture Linked Notes [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition costs expensed | $ 7.9 | $ 7.9 | $ 1.6 |
Overview and Summary of Signi_8
Overview and Summary of Significant Accounting Policies - Deferred Payout (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 23, 2022 USD ($) | Sep. 23, 2021 USD ($) | Mar. 23, 2021 USD ($) | Sep. 23, 2020 USD ($) payment | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 20, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Cash installment, paid amount | $ 4,360 | $ 0 | ||||||
Deferred payout, remaining balance paid | $ 1,000 | |||||||
Litigation settlement, amount awarded to other party, quarterly installments | $ 500 | |||||||
Kinduct [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 100% | |||||||
Number of deferred cash installment payments | payment | 3 | |||||||
Cash installment payments | $ 6,000 | $ 2,000 | $ 2,000 | $ 10,000 | ||||
Cash installment payments, fair value | $ 9,400 | |||||||
Cash installment, paid amount | $ 4,000 | |||||||
Cash installment payments, remaining amount | 6,000 | |||||||
Exchange of consideration under the deferred payout for convertible notes | $ 1,100 | |||||||
Deferred payouts, interest rate | 0.12 |
Overview and Summary of Signi_9
Overview and Summary of Significant Accounting Policies - Debt and Equity Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 | Feb. 10, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Debt issuance costs | $ 7,945 | $ 0 | $ 2,389 | $ 0 | ||
Recapitalization costs | $ 19,700 | $ 27,500 | ||||
Venture Linked Notes [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Debt issuance costs | $ 7,900 |
Overview and Summary of Sign_10
Overview and Summary of Significant Accounting Policies - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Impairment of intangible assets | $ 4,657 | $ 0 | $ 7,164 | $ 0 |
Overview and Summary of Sign_11
Overview and Summary of Significant Accounting Policies - Warrant Liabilities (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 10, 2023 $ / shares shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Recapitalization exchange ratio | 0.4887 | |||||
Common stock, shares outstanding (in shares) | 50,693,308 | 6,231,947 | 9,184,092 | |||
Gain on change in fair value of warrant liabilities | $ | $ (1,390,000) | $ 0 | $ (6,104,920) | $ (396,000) | $ 0 | |
Warrant [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain on change in fair value of warrant liabilities | $ | $ (1,400,000) | $ 0 | ||||
New Movella Common Stock [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Issuance of common stock upon conversion (in shares) | 266,880 | |||||
Public And Private Warrant [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 | |||||
Public And Private Warrant [Member] | New Movella Common Stock [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 1 | |||||
Public Warrants [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Warrants outstanding (in shares) | 6,500,000 | |||||
Private Warrants [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Warrants outstanding (in shares) | 4,250,000 | |||||
Legacy Movella Warrants [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Warrants outstanding (in shares) | 596,435 | |||||
Legacy Movella Common Stock [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Warrants outstanding (in shares) | 546,056 |
Overview and Summary of Sign_12
Overview and Summary of Significant Accounting Policies - Preferred Stock Redemption and Classification (Details) - Series D-1 Convertible Preferred Stock [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Class of Stock [Line Items] | |
Share issued | $ 4.5713 |
Percentage of original issue price | 0.08 |
Maximum days after receipt of a written notice | 60 days |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 29, 2022 | Sep. 27, 2022 | Feb. 19, 2021 | Feb. 19, 2021 | Dec. 28, 2020 | Dec. 28, 2020 | Dec. 31, 2022 | Mar. 31, 2023 | Feb. 10, 2023 | Oct. 03, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.0001 | ||||||||
PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Operating bank accounts | $ 77,000 | ||||||||||
Payment from the sponsor | 25,000 | ||||||||||
Loan amount | 129,000 | ||||||||||
Working capital loans | 1,000,000 | $ 250,000 | |||||||||
Deferred underwriting commissions | $ 5,100,000 | $ 6,300,000 | |||||||||
Working Capital Deficit | 8,100,000 | ||||||||||
Initial Public Offering [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Number of units issued by the company (in shares) | 32,500,000 | ||||||||||
Gross proceeds | $ 325,000,000 | ||||||||||
Offering costs | 18,500,000 | ||||||||||
Deferred underwriting commissions. | $ 11,400,000 | ||||||||||
Option to purchase (in Shares) | 2,000,000 | ||||||||||
Amount of net proceeds from sale of units | $ 325,000,000 | ||||||||||
Net proceeds per share (in Dollars per share) | $ 10 | ||||||||||
Over-Allotment Option [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Number of units issued by the company (in shares) | 2,500,000 | ||||||||||
Unit price per share (in Dollars per share) | $ 10 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||
Private Placement [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Number of units issued by the company (in shares) | 4,250,000 | ||||||||||
Gross proceeds | $ 8,500,000 | ||||||||||
Private placement warrant (in Dollars per share) | $ 2 | ||||||||||
Price per share (in dollars per share) | $ / shares | 2 | ||||||||||
Class A Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Class of warrant or right, exercise price of warrants or rights | 11.5 | ||||||||||
Price per share (in dollars per share) | $ / shares | 11.5 | ||||||||||
Ordinary shares, par value (in Dollars per share) | 0.0001 | $ 0.0001 | |||||||||
Class A Ordinary Shares [Member] | Domestication [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 11.5 | ||||||||||
New Movella Common Stock [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Price per share (in dollars per share) | $ / shares | $ 11.5 | ||||||||||
New Movella Common Stock [Member] | Domestication [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Class of warrant or right, exercise price of warrants or rights | 11.5 | ||||||||||
Common stock, conversion basis | one share of common stock, $0.00001 par value per share, of New Movella (“New Movella Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of Pathfinder was automatically converted into a warrant to purchase one share of New Movella Common Stock at an exercise price of $11.50 per share on the terms | ||||||||||
Class B Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Number of units issued by the company (in shares) | 7,906,250 | 7,906,250 | |||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Class B Ordinary Shares [Member] | Domestication [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Impact of Restatement of Financial Statements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 29, 2022 | Sep. 27, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||||
Loss from operations | $ (9,402,000) | $ (2,302,238) | $ (5,507,000) | $ (2,851,917) | $ (28,271,000) | $ (19,714,000) | ||
Other income (expenses) | ||||||||
Change in fair value of derivative warrant liabilities | 1,159,920 | 6,104,920 | ||||||
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities | $ 156,000 | $ 190,000 | 190,190 | 190,190 | ||||
Offering costs associated with derivative warrant liabilities | 0 | 0 | ||||||
Income from investments held in Trust Account | 1,108,635 | 1,323,982 | ||||||
Net income | $ 15,836,000 | 156,507 | $ (5,596,000) | 4,767,175 | ||||
Weighted average ordinary shares outstanding, Basic | 30,440,497 | 4,529,543 | 11,285,170 | 9,101,819 | ||||
Weighted average ordinary shares outstanding, Diluted | 44,562,485 | 4,529,543 | 11,285,170 | 9,101,819 | ||||
Basic net income ordinary share, Basic | $ 0.51 | $ (1.38) | $ (3.11) | $ (2.22) | ||||
Basic net income ordinary share, Diluted | $ 0.36 | $ (1.38) | $ (3.11) | $ (2.22) | ||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount - accumulated deficit | 4,813,626 | |||||||
Statement of Cash Flows [Abstract] | ||||||||
Net income | $ 15,836,000 | 156,507 | $ (5,596,000) | 4,767,175 | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Change in fair value of derivative warrant liabilities | (1,390,000) | 0 | (6,104,920) | $ (396,000) | $ 0 | |||
Gain from settlement of deferred underwriting commissions allocated to derivative warrant liabilities | $ (156,000) | $ (190,000) | $ (190,190) | (190,190) | ||||
Offering costs associated with derivative warrant liabilities | 0 | |||||||
Income from investments held in Trust Account | (1,323,982) | |||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 458,459 | |||||||
Accounts payable | 629,000 | (1,046,000) | 7,679 | 564,000 | 1,157,000 | |||
Accrued expenses | (397,000) | (297,000) | 1,906,957 | 793,000 | (1,189,000) | |||
Net cash used in operating activities | $ (5,440,000) | $ (4,745,000) | $ (478,822) | $ (14,550,000) | $ (10,759,000) | |||
Common Class A [Member] | ||||||||
Other income (expenses) | ||||||||
Weighted average ordinary shares outstanding, Basic | 32,500,000 | 32,500,000 | ||||||
Weighted average ordinary shares outstanding, Diluted | 32,500,000 | 32,500,000 | ||||||
Basic net income ordinary share, Basic | $ 0 | $ 0.12 | ||||||
Common Class B [Member] | ||||||||
Other income (expenses) | ||||||||
Weighted average ordinary shares outstanding, Basic | 8,125,000 | 8,125,000 | ||||||
Weighted average ordinary shares outstanding, Diluted | 8,125,000 | 8,125,000 | ||||||
Basic net income ordinary share, Basic | $ 0 | $ 0.12 | ||||||
Basic net income ordinary share, Diluted | $ 0 | $ 0.12 | ||||||
Previously Reported [Member] | ||||||||
Income Statement [Abstract] | ||||||||
Loss from operations | $ (2,302,238) | $ (2,851,917) | ||||||
Other income (expenses) | ||||||||
Change in fair value of derivative warrant liabilities | 1,159,920 | 6,104,920 | ||||||
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities | 6,256,250 | 6,256,250 | ||||||
Offering costs associated with derivative warrant liabilities | 0 | 0 | ||||||
Income from investments held in Trust Account | 1,108,635 | 1,323,982 | ||||||
Net income | 6,222,567 | 10,833,235 | ||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount - accumulated deficit | (1,252,434) | |||||||
Statement of Cash Flows [Abstract] | ||||||||
Net income | 6,222,567 | 10,833,235 | ||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Change in fair value of derivative warrant liabilities | (6,104,920) | |||||||
Gain from settlement of deferred underwriting commissions allocated to derivative warrant liabilities | $ (6,256,250) | (6,256,250) | ||||||
Offering costs associated with derivative warrant liabilities | 0 | |||||||
Income from investments held in Trust Account | (1,323,982) | |||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 458,459 | |||||||
Accounts payable | 7,679 | |||||||
Accrued expenses | 1,906,957 | |||||||
Net cash used in operating activities | $ (478,822) | |||||||
Previously Reported [Member] | Common Class A [Member] | ||||||||
Other income (expenses) | ||||||||
Weighted average ordinary shares outstanding, Basic | 32,500,000 | 32,500,000 | ||||||
Weighted average ordinary shares outstanding, Diluted | 32,500,000 | 32,500,000 | ||||||
Basic net income ordinary share, Basic | $ 0.15 | $ 0.27 | ||||||
Previously Reported [Member] | Common Class B [Member] | ||||||||
Other income (expenses) | ||||||||
Weighted average ordinary shares outstanding, Basic | 8,125,000 | 8,125,000 | ||||||
Weighted average ordinary shares outstanding, Diluted | 8,125,000 | 8,125,000 | ||||||
Basic net income ordinary share, Basic | $ 0.15 | $ 0.27 | ||||||
Basic net income ordinary share, Diluted | $ 0.15 | $ 0.27 | ||||||
Restatement Adjustment [Member] | ||||||||
Income Statement [Abstract] | ||||||||
Loss from operations | $ 0 | $ 0 | ||||||
Other income (expenses) | ||||||||
Change in fair value of derivative warrant liabilities | 0 | 0 | ||||||
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities | (6,066,060) | (6,066,060) | ||||||
Offering costs associated with derivative warrant liabilities | 0 | 0 | ||||||
Income from investments held in Trust Account | 0 | 0 | ||||||
Net income | (6,066,060) | (6,066,060) | ||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Adjustment for accretion of Class A ordinary shares subject to possible redemption amount - accumulated deficit | 6,066,060 | |||||||
Statement of Cash Flows [Abstract] | ||||||||
Net income | (6,066,060) | (6,066,060) | ||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Change in fair value of derivative warrant liabilities | 0 | |||||||
Gain from settlement of deferred underwriting commissions allocated to derivative warrant liabilities | $ 6,066,060 | 6,066,060 | ||||||
Offering costs associated with derivative warrant liabilities | 0 | |||||||
Income from investments held in Trust Account | 0 | |||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 0 | |||||||
Accounts payable | 0 | |||||||
Accrued expenses | 0 | |||||||
Net cash used in operating activities | $ 0 | |||||||
Restatement Adjustment [Member] | Common Class A [Member] | ||||||||
Other income (expenses) | ||||||||
Basic net income ordinary share, Basic | $ (0.15) | $ (0.15) | ||||||
Restatement Adjustment [Member] | Common Class B [Member] | ||||||||
Other income (expenses) | ||||||||
Weighted average ordinary shares outstanding, Basic | 0 | 0 | ||||||
Weighted average ordinary shares outstanding, Diluted | 0 | 0 | ||||||
Basic net income ordinary share, Basic | $ (0.15) | $ (0.15) | ||||||
Basic net income ordinary share, Diluted | $ (0.15) | $ (0.15) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 23, 2023 | Dec. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 10, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Impairment of Intangible Assets, Finite-Lived | $ 4,657,000 | $ 0 | $ 7,164,000 | $ 0 | |||
Date of Incorporation | Aug. 14, 2009 | ||||||
Net loss from continuing operations | $ (35,099,000) | (20,014,000) | |||||
Net cash used in operating activities | 14,600,000 | ||||||
Cash and cash equivalents | 62,096,000 | 14,334,000 | 11,166,000 | ||||
Goodwill, Impairment Loss | $ 0 | 0 | |||||
Description of subscription period of software as a service | Subscription periods range from monthly to multi-year, with the majority of contracts being one to three years and the average contract length approximately 18 months. | ||||||
Cost of revenue | 3,571,000 | $ 4,702,000 | $ 21,294,000 | 16,461,000 | |||
Contract with customer asset net current | 0 | $ 197,000 | 0 | ||||
Contract with customer, timing of satisfaction of performance obligation and payment | Customers are given 2 years to place an order. If the customer has not placed an order after 2 years | ||||||
Contract with customer, liability, current | 3,159,000 | $ 3,334,000 | 2,422,000 | ||||
Government subsidies | 1,400,000 | ||||||
Miscellaneous government subsidies other income | 100,000 | ||||||
Professional services expense | 200,000 | ||||||
Other income | 300,000 | ||||||
Accounts Receivable, Allowance for Credit Loss | 100,000 | 100,000 | |||||
Product warranty expense | 100,000 | 100,000 | |||||
Debt issuance costs | 2,400,000 | ||||||
Equity issuance costs capitalized | $ 4,100,000 | ||||||
Series D-1 Preferred Stock [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Shares issued, price per share | $ 4.5713 | ||||||
Percentage of issue price | 8% | ||||||
Determintation of days after receipt of a written notice | 60 days | ||||||
Shipping and Handling [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cost of revenue | $ 500,000 | 300,000 | |||||
Minimum [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Support and maintenance services term | 1 year | ||||||
Support and maintenance service contracts term | 12 months | ||||||
Maximum [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Support and maintenance services term | 3 years | ||||||
Support and maintenance service contracts term | 36 months | ||||||
Kinduct Technology, Inc. [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 100% | ||||||
Business Combination, Consideration Transferred | $ 10,000,000 | $ 4,000,000 | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 9,400,000 | ||||||
Business Combination remaining deferred payout Consideration | 6,000,000 | ||||||
Business Combination deferred payout for convertible notes | $ 1,100,000 | ||||||
Business combiation accruing interest | 12% | ||||||
Business Combination deferred payout liability | $ 4,300,000 | ||||||
Pathfinder acquisition corporation [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Business Combination Costs | $ 6,500,000 | ||||||
Transaction costs expensed | 2,400,000 | ||||||
Amount Of Cost Capitalized | 4,100,000 | ||||||
Payments of Merger Related Costs | 2,500,000 | ||||||
BusinessCombination net cash proceeds after transaction costs | $ 60,300,000 | ||||||
Accounts Payable [Member] | Pathfinder acquisition corporation [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Payments of Merger Related Costs | 2,800,000 | ||||||
Other Current Liabilities [Member] | Pathfinder acquisition corporation [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Payments of Merger Related Costs | 1,200,000 | ||||||
Non-US [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash and cash equivalents | $ 3,500,000 | 4,100,000 | 5,100,000 | ||||
Joint Venture [Member] | China | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Maximum cash and cash equivalents transfer amount | 1,500,000 | ||||||
Subsidiaries [Member] | China | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Maximum cash and cash equivalents transfer amount | 700,000 | ||||||
Due in December20, 2022 [Member] | Kinduct Technology, Inc. [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred | 500,000 | ||||||
Paid on December20, 2022 [Member] | Kinduct Technology, Inc. [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 1,000,000 | ||||||
Due on March23, 2022 [Member] | Kinduct Technology, Inc. [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred | 6,000,000 | ||||||
Due on September23, 2021 [Member] | Kinduct Technology, Inc. [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred | 2,000,000 | ||||||
Due on March23, 2021 [Member] | Kinduct Technology, Inc. [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 2,000,000 | ||||||
Pathfinder acquisition corporation [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Private placement warrants to purchase ordinary shares | 10,750,000 | ||||||
Federal depository insurance coverage (in Dollars) | $ 250,000 | ||||||
Net loss from continuing operations | 33,000,000 | ||||||
Cash and cash equivalents | $ 76,535 | 21,217 | |||||
Pathfinder acquisition corporation [Member] | Common Class A [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Ordinary shares subject to possible redemption | 32,500,000 | ||||||
Previously Reported [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Contract with customer, liability, current | $ 400,000 | $ 400,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of basic and diluted net income per share of ordinary shares (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||
Allocation of net income (loss), basic | $ 15,520,000 | $ (6,255,000) | $ (35,099,000) | $ (20,170,000) | ||
Allocation of net income (loss), diluted | $ 16,055,000 | $ (6,255,000) | $ (35,099,000) | $ (20,170,000) | ||
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 30,440,497 | 4,529,543 | 11,285,170 | 9,101,819 | ||
Diluted weighted average ordinary shares outstanding | 44,562,485 | 4,529,543 | 11,285,170 | 9,101,819 | ||
Basic net income (loss) per ordinary share | $ 0.51 | $ (1.38) | $ (3.11) | $ (2.22) | ||
Diluted net income (loss) per ordinary share | $ 0.36 | $ (1.38) | $ (3.11) | $ (2.22) | ||
Class A [Member] | ||||||
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 32,500,000 | 32,500,000 | ||||
Diluted weighted average ordinary shares outstanding | 32,500,000 | 32,500,000 | ||||
Basic net income (loss) per ordinary share | $ 0 | $ 0.12 | ||||
Class A [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), basic | $ (173,252) | $ 6,201,121 | ||||
Allocation of net income (loss), diluted | $ (173,252) | $ 6,186,773 | ||||
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 32,500,000 | 28,136,986 | ||||
Diluted weighted average ordinary shares outstanding | 32,500,000 | 28,136,986 | ||||
Basic net income (loss) per ordinary share | $ (0.01) | $ 0.22 | ||||
Diluted net income (loss) per ordinary share | $ (0.01) | $ 0.22 | ||||
Class B [Member] | ||||||
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 8,125,000 | 8,125,000 | ||||
Diluted weighted average ordinary shares outstanding | 8,125,000 | 8,125,000 | ||||
Basic net income (loss) per ordinary share | $ 0 | $ 0.12 | ||||
Diluted net income (loss) per ordinary share | $ 0 | $ 0.12 | ||||
Class B [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), basic | $ (43,313) | $ 1,772,180 | ||||
Allocation of net income (loss), diluted | $ (43,313) | $ 1,786,528 | ||||
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 8,125,000 | 8,041,096 | ||||
Diluted weighted average ordinary shares outstanding | 8,125,000 | 8,125,000 | ||||
Basic net income (loss) per ordinary share | $ (0.01) | $ 0.22 | ||||
Diluted net income (loss) per ordinary share | $ (0.01) | $ 0.22 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule Of Estimated Useful Lives Of Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer hardware [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer hardware [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Lab equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Production equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Estimated Useful Lives Of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Developed technology [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Developed technology [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Patents and trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Non-compete agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | ||
cost of revenues | $ 0.3 | |
Depreciation and amortization expense | $ 0.8 | $ 0.6 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 2,986 | $ 2,758 | $ 2,040 |
Work-in-progress | 1,231 | 1,132 | 976 |
Finished goods | 2,353 | 1,274 | 1,519 |
Inventory, net | $ 6,570 | $ 5,164 | $ 4,535 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid and financed insurance | $ 1,513 | $ 0 | |
Prepaid expenses | 1,409 | 1,029 | $ 1,006 |
Value added tax receivable | 900 | 446 | 616 |
Contract assets | 0 | 197 | 0 |
Vendor prepaid | 287 | 0 | |
Government tax receivables | 1,419 | 1,416 | 0 |
Other assets | 129 | 186 | 686 |
Prepaid expenses and other current assets | $ 5,657 | $ 3,274 | $ 2,308 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Gross book value | $ 6,680 | $ 6,652 | $ 6,406 | |
Less: accumulated depreciation and amortization | (4,318) | (4,291) | (3,672) | |
Property and equipment, net | 2,362 | 2,361 | 2,734 | |
Depreciation and amortization, expense | 200 | $ 200 | ||
Office equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross book value | 157 | 157 | 151 | |
Computer hardware and software [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross book value | 2,081 | 2,017 | 1,887 | |
Lab equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross book value | 2,802 | 2,864 | 2,717 | |
Furniture and fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross book value | 553 | 545 | 529 | |
Leasehold improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross book value | $ 1,087 | $ 1,069 | $ 1,122 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued compensation and employee benefits | $ 2,189 | $ 2,999 | $ 2,859 |
Customer advances | 0 | 471 | |
Accrued professional services | 1,243 | 1,909 | 497 |
Financed insurance | 912 | 0 | |
Accrued valued added and other taxes | 508 | 399 | 400 |
Accruals for purchases received | 607 | 751 | 550 |
Current operating lease liabilities | 483 | 593 | 0 |
Accrued TAS legal settlement | 0 | 325 | 0 |
Other current liabilities | 1,414 | 968 | 845 |
Accrued expenses and other current liabilities | $ 7,356 | $ 7,944 | $ 5,622 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - PATHFINDER ACQUISITION CORPORATION [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Apr. 02, 2021 | Feb. 19, 2021 | Oct. 29, 2022 | Sep. 27, 2022 | Feb. 19, 2021 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||||||
Deferred underwriting commissions | $ 5.1 | $ 6.3 | $ 11.4 | |||
Initial Public Offering [Member] | ||||||
Initial Public Offering (Details) [Line Items] | ||||||
Number of units issued | 32,500,000 | |||||
Gross proceeds (in Dollars) | $ 325 | |||||
Proceeds form offering costs (in Dollars) | $ 18.5 | |||||
Deferred underwriting commissions. | $ 11.4 | |||||
Option to purchase shares | 2,000,000 | |||||
Shares forfeited | 500,000 | |||||
Description of warrant consists | Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). | |||||
Deferred underwriting commissions | $ 6.5 | |||||
Over-Allotment Option [Member] | ||||||
Initial Public Offering (Details) [Line Items] | ||||||
Number of units issued | 2,500,000 | |||||
Share issued | $ 10 | $ 10 | ||||
Class A Ordinary Shares [Member] | ||||||
Initial Public Offering (Details) [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Apr. 06, 2020 USD ($) | Oct. 26, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Joint Venture [Line Items] | |||||
Other income | $ 613 | $ 2,148 | |||
MCube Hong Kong Limited [Member] | |||||
Joint Venture [Line Items] | |||||
Ownership Percentage | 60% | ||||
Golden Maple, Inc [Member] | |||||
Joint Venture [Line Items] | |||||
Payment for joint venture | $ 8,300 | ||||
Foreign exchange currency rate | 14 | ||||
Qingdao Microelectronics Innovation Center Co., Ltd [Member] | |||||
Joint Venture [Line Items] | |||||
Ownership Percentage | 26% | ||||
Payment for joint venture | $ 16,500 | ||||
Foreign exchange currency rate | 30 | ||||
Qingdao Hygealeo Technology Co. Ltd [Member] | |||||
Joint Venture [Line Items] | |||||
Ownership Percentage | 70% | ||||
Proceed from Joint Venture | $ 7,900 | ||||
Other income | $ 100 | $ 300 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Goodwill | $ 38,584 | $ 39,595 |
Effect of change in foreign currency exchange rates | (2,203) | (1,011) |
Goodwill | $ 36,381 | $ 38,584 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Schedule of Finite-Lived intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 20,247 | $ 38,745 | |
Accumulated amortization | (14,440) | (17,843) | |
Net Carrying Value | 5,807 | 20,902 | $ 843 |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 16,422 | 30,335 | |
Accumulated amortization | (12,537) | (14,238) | |
Net Carrying Value | $ 3,885 | $ 16,097 | |
Weighted Average Remaining Life | 3 years 8 months 4 days | 3 years 8 months 1 day | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 1,451 | $ 5,510 | |
Accumulated amortization | (1,036) | (2,974) | |
Net Carrying Value | $ 415 | $ 2,536 | |
Weighted Average Remaining Life | 9 months | 1 year 9 months | |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 2,374 | $ 2,900 | |
Accumulated amortization | (867) | (631) | |
Net Carrying Value | $ 1,507 | $ 2,269 | |
Weighted Average Remaining Life | 6 years 9 months 3 days | 7 years 9 months 21 days |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Schedule of Finite-Lived intangible assets, future amortization expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2023 | $ 1,681 |
2024 | 1,265 |
2025 | 1,265 |
2026 | 989 |
2027 | 228 |
Thereafter | 379 |
Total | $ 5,807 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill And Intangible Assets [Line Items] | ||||
Impairment charges for goodwill | $ 0 | $ 0 | ||
Amortization of Intangible Assets | 7,100,000 | 6,700,000 | ||
Impairment of Intangible Assets, Finite-Lived | $ 4,657,000 | $ 0 | 7,164,000 | 0 |
Foreign currency translation adjustments | 1,000,000 | 200,000 | ||
Finite-Lived Intangible Assets Acquired | 200,000 | |||
Trademarks [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | 1,900,000 | |||
Customer Relationships [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | 1,800,000 | |||
Cost of Sales [Member] | Developed Technology Rights [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 5,300,000 | $ 4,800,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Feb. 10, 2023 USD ($) $ / shares shares | May 24, 2022 USD ($) | Jul. 15, 2021 USD ($) | Apr. 02, 2021 shares | Apr. 02, 2021 shares | Mar. 31, 2022 USD ($) | Feb. 19, 2021 $ / shares shares | Feb. 16, 2021 shares | Feb. 16, 2021 shares | Dec. 28, 2020 USD ($) shares | Dec. 28, 2020 shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jan. 31, 2023 USD ($) | Jan. 27, 2023 USD ($) | Oct. 03, 2022 USD ($) | Mar. 01, 2022 USD ($) $ / shares | Jan. 03, 2022 USD ($) $ / shares | Dec. 23, 2020 USD ($) | |
Percentage of debt converted into equity | |||||||||||||||||||||
Value of shares purchased | $ | $ 111,000,000 | ||||||||||||||||||||
Recapitalization Exchange Ratio | 0.4887 | ||||||||||||||||||||
Proceeds from Convertible Debt | $ 0 | $ 4,873,000 | $ 4,873,000 | $ 0 | |||||||||||||||||
Debt instrument issued in a non cash transaction | $ 0 | $ 1,148,000 | 1,148,000 | 0 | |||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 9.8 | ||||||||||||||||||||
PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Forfeited shares (in Shares) | shares | 1,125,000 | 1,125,000 | |||||||||||||||||||
Issued and outstanding shares percentage | 20% | 20% | |||||||||||||||||||
Generating gross proceeds | 8,500,000 | ||||||||||||||||||||
Loans Payable | $ 300,000 | ||||||||||||||||||||
Outstanding Promissory Note | $ 129,000 | ||||||||||||||||||||
Working capital loans | $ 1,500,000 | ||||||||||||||||||||
Warrant price per shares (in Dollars per share) | $ / shares | $ 2 | ||||||||||||||||||||
Aggregate principal amount | $ 750,000 | $ 500,000 | |||||||||||||||||||
Borrowed loans | $ 1,000,000 | 250,000 | |||||||||||||||||||
Payment for office space | 10,000 | ||||||||||||||||||||
Incurred expenses | 120,000 | 11,000 | |||||||||||||||||||
Accrued expenses | 169,000 | 100,000 | |||||||||||||||||||
Due to related parties | 61,000 | 61,000 | |||||||||||||||||||
Proceeds from note payable to related party | $ 750,000 | $ 392,358 | |||||||||||||||||||
Kinduct [Member] | Exchange of Notes [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Debt instrument issued in a non cash transaction | $ 1,100,000 | ||||||||||||||||||||
Troubled debt restructuring contingent payments amount | $ 1,100,000 | $ 1,100,000 | |||||||||||||||||||
Convertible Debt [Member] | Kinduct [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Troubled debt restructuring contingent payments amount | 1,100,000 | ||||||||||||||||||||
Convertible Debt [Member] | Kinduct [Member] | Exchange of Notes [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Troubled debt restructuring contingent payments amount | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||
Promissory Note [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Maximum [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Debt Instrument Face Amount | $ 1,250,000 | ||||||||||||||||||||
Promissory Note [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Minimum [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Debt Instrument Face Amount | $ 500,000 | ||||||||||||||||||||
Over-Allotment Option [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Issuance of shares (in Shares) | shares | 2,500,000 | ||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ / shares | $ 10 | ||||||||||||||||||||
Private Placement Warrants [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Issuance of shares (in Shares) | shares | 4,250,000 | ||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ / shares | $ 2 | ||||||||||||||||||||
Generating gross proceeds | $ 8,500,000 | ||||||||||||||||||||
Class B Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Issuance of shares (in Shares) | shares | 7,906,250 | 7,906,250 | |||||||||||||||||||
Share dividend (in Shares) | shares | 718,750 | 718,750 | |||||||||||||||||||
Ordinary shares, shares outstanding (in Shares) | shares | 8,625,000 | 8,625,000 | |||||||||||||||||||
Forfeited shares (in Shares) | shares | 500,000 | 500,000 | |||||||||||||||||||
Class B Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Maximum [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Ordinary shares, shares outstanding (in Shares) | shares | 8,625,000 | 8,625,000 | |||||||||||||||||||
Class B Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Minimum [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Ordinary shares, shares outstanding (in Shares) | shares | 8,625,000 | 8,625,000 | |||||||||||||||||||
Class A Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ / shares | $ 11.5 | ||||||||||||||||||||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ / shares | $ 11.5 | ||||||||||||||||||||
Founder Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Initial business combination, description | The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, capitalization of shares, share dividends, rights issuances, subdivisions reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | ||||||||||||||||||||
Sponsor [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Value of shares purchased | $ | $ 25,000 | ||||||||||||||||||||
Sponsor [Member] | AR Promissory Note [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Outstanding Promissory Note | $ 1,250,000 | ||||||||||||||||||||
Debt Instrument Interest Rate | 0% | ||||||||||||||||||||
Sponsor [Member] | AR Promissory Note [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Debt Instrument Face Amount | $ 1,500,000 | ||||||||||||||||||||
Sponsor [Member] | AR Promissory Note [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Debt Instrument Face Amount | $ 250,000 | ||||||||||||||||||||
Affiliated Entity [Member] | Convertible Promissory Note Rate [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Related party transaction rate of interest | 6% | ||||||||||||||||||||
Affiliated Entity [Member] | Amount Issued [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Amounts of transaction | $ 1,000,000 | ||||||||||||||||||||
Affiliated Entity [Member] | Deferred Payout Liability [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Amounts of transaction | 1,100,000 | ||||||||||||||||||||
Affiliated Entity [Member] | Convertible Promissory Notes To Sellers Of Kinduct [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 651,840 | ||||||||||||||||||||
RelatedPartyTransactionPercentageOfDebtConvertedIntoEquity | 100 | ||||||||||||||||||||
Conversion price | $ / shares | $ 9.8 | ||||||||||||||||||||
Amounts of transaction | 1,100,000 | ||||||||||||||||||||
Debt instrument issued in a non cash transaction | 1,100,000 | ||||||||||||||||||||
Investor [Member] | Preferred Stock Investors [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Proceeds from note payable to related party | $ 4,900,000 | ||||||||||||||||||||
Other Related Parties [Member] | Exchange of Notes [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Interest expense related party | $ 500,000 | ||||||||||||||||||||
Other Related Parties [Member] | Convertible Debt [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
RelatedPartyTransactionPercentageOfDebtConvertedIntoEquity | 100 | ||||||||||||||||||||
Related party transaction rate of interest | 6% | ||||||||||||||||||||
Other Related Parties [Member] | Convertible Debt [Member] | Exchange of Notes [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Related party transaction rate of interest | 6% | ||||||||||||||||||||
Interest expense related party | 300,000 | ||||||||||||||||||||
Amortization of financing costs | $ 200,000 | ||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 4.79 | $ 4.79 | |||||||||||||||||||
Debt instrument ratio of repayment amount to principal | 1.5 | 1.5 | |||||||||||||||||||
Long term debt month of maturity | 2023-09 | ||||||||||||||||||||
Other Related Parties [Member] | Convertible Debt [Member] | Exchange of Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 4.79 | ||||||||||||||||||||
Percentage of debt converted into equity | 100% | ||||||||||||||||||||
Debt instrument number of shares issued on conversion | shares | 1,333,712 | ||||||||||||||||||||
Preferred Stock Investors [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 4,900,000 | ||||||||||||||||||||
Preferred Stock Investors [Member] | Convertible Debt [Member] | |||||||||||||||||||||
Percentage of debt converted into equity | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 4,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 19, 2023 | Oct. 29, 2022 | Sep. 27, 2022 | Dec. 31, 2022 | Oct. 29, 2022 | Sep. 27, 2022 | Feb. 29, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 20, 2022 | Dec. 31, 2021 | Feb. 28, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Deferred Payout Remaining Balance Paid | $ 1,000,000 | |||||||||||||
Gain from settlement of deferred underwriting commissions allocated to derivative warrant liabilities | $ 156,000 | $ 190,000 | $ 190,190 | $ 190,190 | ||||||||||
Derecognition Of Under writing Fee Commissions Waived Allocated To Public Shares | $ 5,000,000 | 6,100,000 | ||||||||||||
Deferred Under writing Fees Payable | $ 6,300,000 | $ 6,300,000 | ||||||||||||
Demand Letter Received From Kinduit Technologies Alleging Failure To Make Payments To Selling Shareholders [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Loss contigency loss in period | $ 1,000,000 | |||||||||||||
Settled Litigation [Member] | Kinduct Technology Inc [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Loss contingency, annual interest rate | 12% | |||||||||||||
Settled Litigation [Member] | Kinduct Technology Inc [Member] | Failure To Make Payments [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Loss contingency accrual current | $ 5,200,000 | |||||||||||||
Settled Litigation [Member] | Tactical Air Support T A S [Member] | Alleged Tort And Contract Based Cause [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Loss contingency accrual current | $ 300,000 | |||||||||||||
Pending Litigation [Member] | Tactical Air Support T A S [Member] | Alleged Tort And Contract Based Cause [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Loss contingency, estimate of possible loss | $ 40,000 | |||||||||||||
Settlement Agreement [Member] | Demand Letter Received From Kinduit Technologies Alleging Failure To Make Payments To Selling Shareholders [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Payment for legal settlements | $ 1,000,000 | |||||||||||||
Loss contingency amount of periodic payment payable | $ 500,000 | $ 500,000 | ||||||||||||
Loss contingency accrual rate of interest | 12% | 12% | ||||||||||||
Settlement Agreement [Member] | Other Current Liabilities [Member] | Demand Letter Received From Kinduit Technologies Alleging Failure To Make Payments To Selling Shareholders [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Loss contingency accrual current | $ 4,300,000 | $ 4,300,000 | ||||||||||||
Subsequent Event [Member] | Business Combination Agreement [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Payment of deferred payout obligation | $ 4,400,000 | |||||||||||||
Xsens North America [Member] | Pending Litigation [Member] | Lawsuit Filed by Techical Airsupport [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Damages threshold amount | $ 40,000,000 | |||||||||||||
Xsens North America [Member] | Other Current Liabilities [Member] | Pending Litigation [Member] | Lawsuit Filed by Techical Airsupport [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Loss contingency accrual current | $ 300,000 | $ 300,000 | ||||||||||||
PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Price per unit (in Dollars per share) | $ 0.35 | $ 0.35 | ||||||||||||
Aggregate amount | $ 5,100,000 | $ 6,300,000 | $ 11,400,000 | |||||||||||
Contingent fees | $ 5,200,000 | $ 5,200,000 | $ 5,000,000 | |||||||||||
IPO [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Price per unit (in Dollars per share) | $ 0.2 | $ 0.2 | ||||||||||||
Aggregate amount | $ 6,500,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | |||
Ordinary shares par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.0001 |
Class A Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | |||
Ordinary shares | 300,000,000 | ||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Shares subject to possible redemption | 32,500,000 | 32,500,000 | |
Ordinary shares, vote | one |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Schedule of class A ordinary shares subject to possible redemption (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Less: | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (4,813,626) | ||
Plus: | |||
Accretion on Class A ordinary shares subject to possible redemption amount | $ 2,684,000 | $ 2,511,000 | |
Class A ordinary shares subject to possible redemption | 176,532,000 | 176,532,000 | |
PATHFINDER ACQUISITION CORPORATION [Member] | |||
Gross proceeds | 325,000,000 | ||
Less: | |||
Fair value of Public Warrants at issuance | (9,880,000) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (7,492,812) | (17,947,372) | |
Plus: | |||
Accretion on Class A ordinary shares subject to possible redemption amount | 27,827,372 | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 11,029,200 | ||
Class A ordinary shares subject to possible redemption | $ 328,536,388 | $ 328,536,388 | $ 325,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 02, 2021 shares | Apr. 02, 2021 shares | Feb. 19, 2021 shares | Feb. 16, 2021 shares | Feb. 16, 2021 shares | Dec. 28, 2020 shares | Dec. 28, 2020 shares | Dec. 31, 2022 $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Ordinary shares authorized | 46,430,391 | 900,000,000 | 95,000,000 | |||||||
Ordinary shares, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.0001 | |||||||
Common stock, shares issued (in shares) | 6,231,947 | 50,693,308 | 12,751,023 | |||||||
Common stock, shares outstanding (in shares) | 6,231,947 | 50,693,308 | 9,184,092 | |||||||
PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Preference shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preference shares par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preference shares issued or outstanding, description | As of December 31, 2022 and 2021, there were no preference shares issued or outstanding. | |||||||||
Number of vote for each share | 1 | |||||||||
Common stock, shares issued (in shares) | 32,500,000 | 32,500,000 | ||||||||
Common stock, shares outstanding (in shares) | 32,500,000 | 32,500,000 | ||||||||
Forfeited shares | 1,125,000 | 1,125,000 | ||||||||
Issued and outstanding shares percentage | 20% | 20% | ||||||||
Class A Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Ordinary shares authorized | 300,000,000 | 300,000,000 | ||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Ordinary shares, vote | one | |||||||||
Common stock, shares issued (in shares) | 0 | 0 | ||||||||
Common stock, shares outstanding (in shares) | 0 | 0 | ||||||||
Class B Ordinary Shares [Member] | ||||||||||
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 8,125,000 | 8,125,000 | ||||||||
Common stock, shares outstanding (in shares) | 8,125,000 | 8,125,000 | ||||||||
Class B Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Ordinary shares authorized | 30,000,000 | 30,000,000 | ||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued (in shares) | 8,125,000 | 8,125,000 | ||||||||
Common stock, shares outstanding (in shares) | 8,125,000 | 8,125,000 | ||||||||
Issuance of shares (in Shares) | 7,906,250 | 7,906,250 | ||||||||
Share dividend | 718,750 | 718,750 | ||||||||
Ordinary shares, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | ||||||||
Forfeited shares | 500,000 | 500,000 | ||||||||
Class B Ordinary Shares [Member] | Minimum [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Ordinary shares, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | ||||||||
Class B Ordinary Shares [Member] | Maximum [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Ordinary shares, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | ||||||||
Over-Allotment Option [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||||||||||
Shareholders' Deficit (Details) [Line Items] | ||||||||||
Issuance of shares (in Shares) | 2,500,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | ||
Description of additional shares of common stock | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination(such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “- Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00” and “- Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00” as described below. | |
PATHFINDER ACQUISITION CORPORATION [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants exercise price | $ 11.5 | |
Warrant expire term | 5 years | |
Warrant [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||
Warrants (Details) [Line Items] | ||
Redemption of warrants description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. | |
Public Warrants [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding (in shares) | 6,500,000 | 6,500,000 |
Private Placement [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding (in shares) | 4,250,000 | 4,250,000 |
Class A Ordinary Shares [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants exercise price | $ 11.5 | |
Class A Ordinary Shares [Member] | Warrant [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | ||
Warrants (Details) [Line Items] | ||
Redemption of warrants description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Warrants exercise price | $ 0.361 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis (Details) - PATHFINDER ACQUISITION CORPORATION [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Investments held in Trust Account — money market fund | $ 328,636,388 | $ 325,028,452 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets | ||
Investments held in Trust Account — money market fund | 328,636,388 | 325,028,452 |
Liabilities: | ||
Derivative warrant liabilities — Public warrants | 0 | 0 |
Derivative warrant liabilities — Private placement warrants | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets | ||
Investments held in Trust Account — money market fund | 0 | 0 |
Liabilities: | ||
Derivative warrant liabilities — Public warrants | 1,495,000 | 3,835,000 |
Derivative warrant liabilities — Private placement warrants | 977,500 | 2,507,500 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets | ||
Investments held in Trust Account — money market fund | 0 | 0 |
Liabilities: | ||
Derivative warrant liabilities — Public warrants | 0 | 0 |
Derivative warrant liabilities — Private placement warrants | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of change in fair value of derivative warrant liabilitiesPresent value of net minimum operating lease payments (Details) - PATHFINDER ACQUISITION CORPORATION [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Derivative warrant liabilities, beginning balance | $ 0 |
Issuance of Public and Private Warrants | 16,340,000 |
Transfer of Public Warrants to Level 1 | (8,710,000) |
Transfer of Private Warrants to Level 2 | (5,695,000) |
Change in fair value of derivative warrant liabilities | (1,935,000) |
Derivative warrant liabilities, ending balance | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of measurements, recurring and nonrecurring basis Present value of net minimum operating lease payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Feb. 10, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Liabilities | ||||
Warrants | $ 1,513 | $ 0 | ||
Embedded derivative in convertible notes | 6,200 | $ 0 | ||
Fair Value, Recurring [Member] | ||||
Cash equivalents | ||||
Total assets | 50,119 | 13 | 69 | |
Financial Liabilities | ||||
Pre-Close Notes | 25,300 | |||
Embedded derivative in convertible notes | 60 | |||
Total liabilities | 44,387 | 25,360 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash equivalents | ||||
Total assets | 50,119 | 13 | 69 | |
Financial Liabilities | ||||
Pre-Close Notes | 0 | |||
Embedded derivative in convertible notes | 0 | |||
Total liabilities | 876 | 0 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash equivalents | ||||
Total assets | 0 | 0 | 0 | |
Financial Liabilities | ||||
Pre-Close Notes | 0 | |||
Embedded derivative in convertible notes | 0 | |||
Total liabilities | 637 | 0 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash equivalents | ||||
Total assets | 0 | 0 | 0 | |
Financial Liabilities | ||||
Pre-Close Notes | 25,300 | |||
Embedded derivative in convertible notes | 60 | |||
Total liabilities | 42,874 | 25,360 | ||
Marketable equity securities [Member] | Fair Value, Recurring [Member] | ||||
Cash equivalents | ||||
Marketable equity securities | 2 | |||
Cash and Cash equivalents | 2 | 58 | ||
Marketable equity securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash equivalents | ||||
Marketable equity securities | 2 | |||
Cash and Cash equivalents | 2 | 58 | ||
Marketable equity securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash equivalents | ||||
Marketable equity securities | 0 | |||
Cash and Cash equivalents | 0 | 0 | ||
Marketable equity securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash equivalents | ||||
Marketable equity securities | 0 | |||
Cash and Cash equivalents | 0 | 0 | ||
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||||
Cash equivalents | ||||
Cash and Cash equivalents | 50,119 | 11 | 11 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash equivalents | ||||
Cash and Cash equivalents | 50,119 | 11 | 11 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash equivalents | ||||
Cash and Cash equivalents | 0 | 0 | 0 | |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash equivalents | ||||
Cash and Cash equivalents | 0 | 0 | $ 0 | |
Pre-Close Notes [Member] | Fair Value, Recurring [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 25,300 | |||
Pre-Close Notes [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 0 | |||
Pre-Close Notes [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 0 | |||
Pre-Close Notes [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 25,300 | |||
Venture Linked Notes [Member] | Fair Value, Recurring [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 42,874 | $ 0 | ||
Venture Linked Notes [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 0 | |||
Venture Linked Notes [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 0 | |||
Venture Linked Notes [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Financial Liabilities | ||||
Pre-Close Notes | 42,874 | |||
Private Warrants [Member] | Fair Value, Recurring [Member] | ||||
Financial Liabilities | ||||
Warrants | 637 | $ 1,100 | ||
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Financial Liabilities | ||||
Warrants | 0 | |||
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Financial Liabilities | ||||
Warrants | 637 | |||
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Financial Liabilities | ||||
Warrants | 0 | |||
Public Warrants [Member] | Fair Value, Recurring [Member] | ||||
Financial Liabilities | ||||
Warrants | 876 | $ 1,800 | ||
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Financial Liabilities | ||||
Warrants | 876 | |||
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Financial Liabilities | ||||
Warrants | 0 | |||
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Financial Liabilities | ||||
Warrants | $ 0 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of the Fair Value of Venture Linked Notes (Detail) - Venture Linked Notes [Member] | Mar. 31, 2023 shares yr | Feb. 10, 2023 shares yr |
Measurement input probability down [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 52.9 | 52.9 |
Measurement input probability up [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 47.1 | 47.1 |
Measurement input movement down [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 0.87 | 0.87 |
Measurement input movement up [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 1.15 | 1.15 |
Measurement input risky rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 26.6 | 25.6 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 3.7 | 3.9 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 67.5 | 67.5 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | 0 | 0 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | shares | 1.36 | 8.58 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement inputs | yr | 4.9 | 5 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 10, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Gain on revaluation of debt, net | $ 31,868,000 | $ 0 | $ (300,000) | |||
Gain on change in fair value of warrant liabilities | (1,390,000) | 0 | $ (6,104,920) | (396,000) | $ 0 | |
Warrants | 1,513,000 | 0 | ||||
Convertible notes Carrying amount | 6,200,000 | 0 | ||||
Deferred payout | 4,300,000 | 6,000,000 | ||||
Embedded derivative | 100,000 | |||||
Pre Close Notes [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Pre-Close notes Carrying amount | 25,300,000 | 0 | ||||
Changes in the fair value of the embedded derivative | 300,000 | 0 | ||||
Embedded Derivative [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Changes in the fair value of the embedded derivative | 400,000 | $ 0 | ||||
Fair Value, Recurring [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Pre-Close notes Carrying amount | 25,300,000 | |||||
Convertible notes Carrying amount | 60,000 | |||||
Fair Value, Recurring [Member] | Venture Linked And Pre Close Notes [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Gain on revaluation of debt, net | 31,900,000 | $ 0 | ||||
Fair Value, Recurring [Member] | Venture Linked Notes [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Pre-Close notes Carrying amount | 42,874,000 | $ 0 | ||||
Private Warrants [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Gain on change in fair value of warrant liabilities | (500,000) | |||||
Warrants | 637,000 | $ 1,100,000 | ||||
Public Warrants [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Gain on change in fair value of warrant liabilities | (900,000) | |||||
Warrants | 876,000 | $ 1,800,000 | ||||
Notes Payable, Other Payables [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Principal amount | $ 75,000,000 |
Geographic Information and Co_3
Geographic Information and Concentrations of Risk - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10% | 10% | ||
Supplier One [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 31% | 31% | 23% | 22% |
Purchases | $ 1.9 | $ 1.1 | $ 6.1 | $ 4.1 |
Geographic Information and Co_4
Geographic Information and Concentrations of Risk - Schedule of revenues by geographical region (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure In Tabular Form Of Concentration Of Revenue On A Geographical Basis [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 9,167 | $ 9,508 | $ 40,466,000 | $ 34,414,000 |
United States | ||||
Disclosure In Tabular Form Of Concentration Of Revenue On A Geographical Basis [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,004 | 2,310 | 10,830,000 | 8,370,000 |
China | ||||
Disclosure In Tabular Form Of Concentration Of Revenue On A Geographical Basis [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,653 | 1,351 | 6,645,000 | 5,027,000 |
Asia, other | ||||
Disclosure In Tabular Form Of Concentration Of Revenue On A Geographical Basis [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,602 | 1,779 | 7,219,000 | 4,833,000 |
Europe | ||||
Disclosure In Tabular Form Of Concentration Of Revenue On A Geographical Basis [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,714 | 2,900 | 12,694,000 | 12,762,000 |
Other | ||||
Disclosure In Tabular Form Of Concentration Of Revenue On A Geographical Basis [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,194 | $ 1,168 | $ 3,078,000 | $ 3,422,000 |
Geographic Information and Co_5
Geographic Information and Concentrations of Risk - Schedule of long-lived assets by geographical region (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 2,361 | $ 2,734 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 104 | 114 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 298 | 519 |
Asia, other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 100 | 0 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 1,708 | 1,939 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 151 | $ 162 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Section Four Hundred And One K Tax Savings Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Deferred Compensation Arrangement with Individual, Contributions by Employer | $ 0 | |
Defined Benefit Plan, Underfunded Plan [Member] | Defined Contribution Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Funded (Unfunded) Status of Plan | $ 0 | $ 0 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income before income tax, domestic and foreign (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ (9,734) | $ (5,243) | ||
Foreign | (23,426) | (14,288) | ||
Income (loss) before income taxes | $ 15,773 | $ (5,820) | $ (33,160) | $ (19,531) |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred | ||||
Federal | $ 16 | $ (20) | ||
State | 4 | (7) | ||
Foreign | (328) | (1,075) | ||
Deferred income tax expense (benefit) | (308) | (1,102) | ||
Current | ||||
Federal | (18) | 43 | ||
State | 11 | 19 | ||
Foreign | 202 | 312 | ||
Current income tax expense (benefit) | 195 | 374 | ||
Income tax benefit | $ 58 | $ 15 | $ (113) | $ (728) |
Income Taxes - Schedule of effe
Income Taxes - Schedule of effective income tax rate reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Tax benefit at U.S statutory rate | $ (6,964) | $ (4,102) | ||
State income taxes, net of federal benefit | 12 | 11 | ||
Foreign tax differential | (4,876) | (933) | ||
Change in valuation allowance | 11,534 | 4,448 | ||
Stock-based compensation | 155 | 39 | ||
Other items | 26 | (191) | ||
Income tax benefit | $ 58 | $ 15 | $ (113) | $ (728) |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Accruals and reserves | $ 1,375 | $ 586 |
Net operating losses | 26,955 | 20,618 |
Research and development credits and other | 2,643 | 2,716 |
Depreciation and amortization | (128) | (4) |
Stock-based compensation | 397 | 298 |
Gross deferred tax assets | 31,242 | 24,214 |
Less valuation allowance | (30,156) | (18,622) |
Total deferred tax assets | 1,086 | 5,592 |
Deferred tax liabilities | ||
Intangibles and other | (1,000) | (5,814) |
Gross deferred tax liabilities | (1,000) | (5,814) |
Net deferred tax assets (liabilities) | $ 86 | $ 222 |
Income Taxes - Schedule of in_2
Income Taxes - Schedule of income tax contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Uncertainties [Abstract] | ||
Beginning balance | $ 2,783 | $ 2,753 |
Increases (decreases) related to tax positions taken during prior year | 87 | 18 |
Increases related to tax positions taken during current year | 24 | 12 |
Ending balance | $ 2,720 | $ 2,783 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||||
Effective tax rate, less than | 1% | ||||
Income tax benefit | $ 58 | $ 15 | $ (113) | $ (728) | |
unrecognized tax benefits that, if recognized, would affect the effective tax rate | 300 | 300 | |||
unrecognized tax benefits | 2,720 | 2,783 | $ 2,753 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 11,500 | ||||
Tax credit carryforward | $ 30,156 | 18,622 | |||
Tax credit carryforward expiration year | 2029 | ||||
Tax credit carryforward | $ 2,000 | 1,900 | |||
State and Local Jurisdiction [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Net operating loss carryforwards expiration year | 2029 | ||||
Net operating loss carryforwards | 26,500 | $ 15,400 | |||
Foreign Tax Authority [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Net operating loss carryforwards | 42,200 | ||||
Domestic Tax Authority [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
unrecognized tax benefits | $ 2,700 | $ 2,800 | |||
Net operating loss carryforwards expiration year | 2030 | ||||
Net operating loss carryforwards | $ 25,800 | $ 22,300 |
Debt - Schedule of the outstand
Debt - Schedule of the outstanding borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Add: fair value of embedded derivative in convertible notes | $ 0 | $ 60 | $ 0 |
Less: unamortized debt discounts and issuance costs | 0 | (219) | (250) |
Less: fair value adjustment on Venture Linked Notes | (32,126) | 0 | |
Total debt | 43,335 | 31,983 | 9,749 |
Line of credit and current portion of long-term debt | 148 | 148 | 1,353 |
Long-term portion of term debt | 43,187 | 25,649 | 8,396 |
Convertible notes, net – related party | 0 | 6,186 | 0 |
Venture Linked Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Gross | 75,000 | 0 | |
Pre Close Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Gross | 0 | 25,300 | 0 |
Eastward Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Gross | 0 | 8,000 | |
Convertible Notes Rleated Party [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Gross | 0 | 6,345 | 0 |
TD Brcs Line Of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Gross | 0 | 1,069 | |
SVB Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Gross | 0 | 398 | |
ACOA Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Gross | $ 461 | $ 497 | $ 532 |
Debt - Schedule of principal pa
Debt - Schedule of principal payments on outstanding debt obligations (Details) - Outstanding Debt Obligations Excluding Accrued Interest And Convertibe Notes [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of Maturities Of Long Term Debt [Line Items] | |
2023 | $ 148 |
2024 | 105 |
2025 | 25,049 |
2026 | 49 |
2027 | 49 |
Thereafter | 97 |
Total | $ 25,497 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 11 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||
Feb. 10, 2023 $ / shares shares | Sep. 22, 2021 USD ($) | Oct. 31, 2022 | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) Month | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2020 | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 05, 2022 USD ($) | Dec. 10, 2022 $ / shares shares | Nov. 14, 2022 USD ($) | Mar. 01, 2022 USD ($) $ / shares | Jan. 03, 2022 USD ($) $ / shares | Dec. 10, 2021 USD ($) | Jun. 09, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Repayments of Long-Term Debt | $ 25,557,000 | $ 0 | ||||||||||||||||||
Interest expense | 172,000 | 400,000 | ||||||||||||||||||
Recapitalization exchange ratio | 0.4887 | |||||||||||||||||||
Debt related commitement fees and debt issuance costs | 7,945,000 | 0 | $ 2,389,000 | $ 0 | ||||||||||||||||
Fair value of the embedded derivative | $ 0 | $ 60,000 | $ 0 | $ 60,000 | 60,000 | 0 | ||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 9.8 | |||||||||||||||||||
Debt instrument issued in a non cash transaction | $ 0 | 1,148,000 | 1,148,000 | 0 | ||||||||||||||||
Proceeds from Convertible Debt | 0 | 4,873,000 | 4,873,000 | 0 | ||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest expense | $ 100,000 | |||||||||||||||||||
Convertible Notes Payable | $ 1,100,000 | 1,100,000 | ||||||||||||||||||
Atlantic Canada Oppurtunities Agency Loan Unsecured [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Other long term debt | 500,000 | 500,000 | $ 500,000 | $ 500,000 | 500,000 | |||||||||||||||
Paycheck Protection Programme [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument forgiveness of debt | $ 600,000 | |||||||||||||||||||
Proceeds from other long term debt | $ 600,000 | |||||||||||||||||||
Existing Debt [Member] | Other Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repayment of other long term debt | $ 4,400,000 | |||||||||||||||||||
Amendment Loan Agreement Eastward Fund Management LLC [Member] | Other Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of days of notice to be given to the lender for prepayment of the loan | 45 days | |||||||||||||||||||
Long term debt ballon payment | $ 200,000 | |||||||||||||||||||
Long term debt balloon payment percentage | 2.50% | |||||||||||||||||||
Debt instrument monthly insalments of principal and interest payment | Month | 30 | |||||||||||||||||||
Debt instrument monthly instalments of interest only payments | Month | 18 | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.93 | |||||||||||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 215,054 | |||||||||||||||||||
Proceeds from other long term debt | $ 8,000,000 | |||||||||||||||||||
Amendment Loan And Security Agreement With Silicon Valley Bank [Member] | Term Loan Payable To Bank [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long term debt month of maturity | 2025-03 | |||||||||||||||||||
Long term debt variable interest rate percentage payable per month | 5% | |||||||||||||||||||
Debt instrument frequency of periodic payment | 30 months | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.58 | |||||||||||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 16,321 | |||||||||||||||||||
Proceeds from other long term debt | $ 1,000,000 | |||||||||||||||||||
Debt instrument variable interest rate spread | 1.75% | |||||||||||||||||||
Note Purchase Agreement [Member] | Senior Secured Notes And Senior Secured Venture Linked Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long term debt term | 5 years | |||||||||||||||||||
Long term debt fixed interest rate percentage | 9.25% | |||||||||||||||||||
Note Purchase Agreement [Member] | Senior Secured Venture Linked Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument Face Amount | $ 75,000,000 | |||||||||||||||||||
Note Purchase Agreement [Member] | Senior Secured Notes Pre Close Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Gain loss on revaluation of debt | $ 300,000 | |||||||||||||||||||
Liability fair value adjustment | 300,000 | |||||||||||||||||||
Notes payable at fair value | $ 25,300,000 | $ 25,300,000 | $ 25,300,000 | |||||||||||||||||
Debt Instrument Face Amount | $ 25,000,000 | |||||||||||||||||||
Note Purchase Agreement [Member] | VLN Senior Secured Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long term debt term | 5 years | |||||||||||||||||||
Long term debt fixed interest rate percentage | 9.25% | 9.25% | 9.25% | |||||||||||||||||
Debt instrument maturity date | Apr. 30, 2023 | |||||||||||||||||||
Debt Instrument Face Amount | $ 75,000,000 | |||||||||||||||||||
Prime Rate [Member] | Amendment Loan Agreement Eastward Fund Management LLC [Member] | Other Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long term debt floor interest rate percentage | 3.25% | |||||||||||||||||||
Debt instrument variable interest rate spread | 8.25% | |||||||||||||||||||
if VLN Terminates [Member] | Note Purchase Agreement [Member] | Senior Secured Notes Pre Close Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument prospective increase in the variable interest rate spread | 0.50% | |||||||||||||||||||
if VLN Terminates [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Note Purchase Agreement [Member] | Senior Secured Notes Pre Close Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable interest rate spread | 9.25% | |||||||||||||||||||
if VLN Terminates [Member] | Alternate Base Rate [Member] | Note Purchase Agreement [Member] | Senior Secured Notes Pre Close Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable interest rate spread | 8.25% | |||||||||||||||||||
Other Nonoperating Income (Expense) [Member] | Paycheck Protection Programme [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Gain loss on forgiveness of debt | $ 600,000 | |||||||||||||||||||
October Two Thousand And Twnety One To December Two Thousand And Twenty Two [Member] | Atlantic Canada Oppurtunities Agency Loan Unsecured [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument monthly instalment amount | 200 | |||||||||||||||||||
July Two Thousand Twenty One To December Two Thousand And Twenty Two [Member] | Atlantic Canada Oppurtunities Agency Loan Unsecured [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument monthly instalment amount | 200 | |||||||||||||||||||
Kinduct [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible Notes Payable | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Other Related Parties [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fair value of the embedded derivative | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||||
Debt instrument unamortized debt discount | 200,000 | 200,000 | 200,000 | |||||||||||||||||
Other Related Parties [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Percentage of debt converted into equity | 100 | |||||||||||||||||||
Interest expense | $ 100,000 | |||||||||||||||||||
Related party transaction rate of interest | 6% | |||||||||||||||||||
Preferred Stock Investors [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from Convertible Debt | $ 4,900,000 | |||||||||||||||||||
Preferred Stock Investors [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from Convertible Debt | 4,900,000 | |||||||||||||||||||
Exchange of Notes [Member] | Other Related Parties [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest expense related party | 500,000 | |||||||||||||||||||
Interest expense on convertible notes | 500,000 | |||||||||||||||||||
Additions to embedded derivative liabilies at fair value | $ 500,000 | |||||||||||||||||||
Exchange of Notes [Member] | Other Related Parties [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long term debt month of maturity | 2023-09 | |||||||||||||||||||
Accretion of interest on convertible notes | 400,000 | |||||||||||||||||||
Debt related commitement fees and debt issuance costs | 200,000 | |||||||||||||||||||
Interest expense related party | 300,000 | |||||||||||||||||||
Debt instrument ratio of repayment amount to principal | 1.5 | 1.5 | ||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 4.79 | $ 4.79 | ||||||||||||||||||
Related party transaction rate of interest | 6% | |||||||||||||||||||
Kinduct [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Troubled debt restructuring contingent payments amount | $ 1,100,000 | |||||||||||||||||||
Kinduct [Member] | Exchange of Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Troubled debt restructuring contingent payments amount | $ 1,100,000 | 1,100,000 | ||||||||||||||||||
Debt instrument issued in a non cash transaction | $ 1,100,000 | |||||||||||||||||||
Kinduct [Member] | Exchange of Notes [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Troubled debt restructuring contingent payments amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Exchange of Notes [Member] | Other Related Parties [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument number of shares issued on conversion | shares | 1,333,712 | |||||||||||||||||||
Percentage of debt converted into equity | 100% | |||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 4.79 | |||||||||||||||||||
TD Ameritrade Commercial Banking [Member] | Revolving Credit Facility [Member] | Kinduct [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Factor for calculating the borrowing base | 5 | |||||||||||||||||||
Line of credit maximum borrowing capacity | $ 1,500,000 | |||||||||||||||||||
TD Ameritrade Commercial Banking [Member] | Revolving Credit Facility [Member] | Kinduct [Member] | Prime Rate [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable interest rate spread | 1.55% | |||||||||||||||||||
Silicon Valley Bank [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit facility outstanding | $ 0 | 0 | 0 | 0 | $ 0 | |||||||||||||||
Maximum amount eligible to be borrowed against foreign accounts receivable | $ 800,000 | $ 800,000 | $ 800,000 | |||||||||||||||||
Line of credit facility percentage available for borrowings on eligible foreign accounts receivable percentage | 25% | 25% | 25% | |||||||||||||||||
Maximum amount eligible to be borrowed against accounts receivable | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||
Line of credit facility percentage available for borrowings on eligible accounts receivable percentage | 65% | 65% | 65% | |||||||||||||||||
Line of credit facility interest rate at period end | 7.25% | 7.25% | 7.25% | |||||||||||||||||
Long term debt percentage bearing variable interest rate | 4.25% | 4.25% | 4.25% | |||||||||||||||||
Line of credit maximum borrowing capacity | $ 3,000,000 | |||||||||||||||||||
Debt instrument variable interest rate spread | 1% | |||||||||||||||||||
T D Ameritrade [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Multiplication factor for calculating the borrowing base | 5 | |||||||||||||||||||
Line of credit maximum borrowing capacity | $ 1,500,000 | |||||||||||||||||||
T D Ameritrade [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | Line of Credit [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable interest rate spread | 1.55% | |||||||||||||||||||
Amended S V B Loan Agreements [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum amount eligible to be borrowed against foreign accounts receivable | $ 800,000 | |||||||||||||||||||
Maximum amount eligible to be borrowed against accounts receivable | 1,500,000 | |||||||||||||||||||
Line of credit facility percentage available for borrowings on eligible foreign accounts receivable percentage | 25% | |||||||||||||||||||
Line of credit facility percentage available for borrowings on eligible accounts receivable percentage | 65% | |||||||||||||||||||
Long term debt percentage bearing variable interest rate | 4.25% | |||||||||||||||||||
Line of credit maximum borrowing capacity | $ 3,000,000 | |||||||||||||||||||
Debt instrument variable interest rate spread | 1% | |||||||||||||||||||
ACOA Loan [Member] | Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Other long term debt | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||||||
Debt instrument monthly instalment amount | $ 200 | |||||||||||||||||||
Loan And Security Agreement Eastward [Member] | Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Balloon payment, percentage | 2.5 | |||||||||||||||||||
Repayment term, monthly principal and interest payments | 30 months | |||||||||||||||||||
Repayment term, monthly interest-only payments | 18 months | |||||||||||||||||||
Repayments of Long-Term Debt | $ 4,400,000 | |||||||||||||||||||
Number of days of notice to be given to the lender for prepayment of the loan | 45 days | |||||||||||||||||||
Long term debt ballon payment | $ 200,000 | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.93 | |||||||||||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 215,054 | |||||||||||||||||||
Debt Instrument Face Amount | $ 8,000,000 | |||||||||||||||||||
Loan And Security Agreement Eastward [Member] | Prime Rate [Member] | Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prime floor percentage | 3.25% | |||||||||||||||||||
Debt instrument variable interest rate spread | 8.25% | |||||||||||||||||||
Loan And Security Agreement S V B [Member] | Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Term | 30 months | |||||||||||||||||||
Proceeds from Issuance of Long-Term Debt | $ 1,000,000 | |||||||||||||||||||
Debt Instrument Interest Rate Stated Percentage Payable Monthly | 5 | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.58 | |||||||||||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 16,321 | |||||||||||||||||||
Debt instrument variable interest rate spread | 1.75% | |||||||||||||||||||
Convertible Promissory Notes To Sellers Of Kinduct [Member] | Affiliated Entity [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Issuance of common stock upon conversion (in shares) | shares | 651,840 | |||||||||||||||||||
Percentage of debt converted into equity | 100 | |||||||||||||||||||
Related Party Transaction Conversion Price | $ / shares | $ 9.8 | |||||||||||||||||||
Debt instrument issued in a non cash transaction | $ 1,100,000 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues [Abstract] | ||||
Deferred revenue recognized | $ 1 | $ 0.9 | $ 2.4 | $ 2 |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues [Abstract] | ||||
Revenues | $ 9,167 | $ 9,508 | $ 40,466 | $ 34,414 |
Service [Member] | ||||
Revenues [Abstract] | ||||
Revenues | 1,508 | 1,408 | 6,183 | 5,566 |
Product [Member] | ||||
Revenues [Abstract] | ||||
Revenues | $ 7,659 | $ 8,100 | $ 34,283 | $ 28,848 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | $ 664,000 | $ 313,000 | $ 1,699 | $ 786 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | 219,000 | 48,000 | 398 | 143 |
Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | 140,000 | 93,000 | 468 | 175 |
General and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | $ 305,000 | $ 172,000 | $ 833 | $ 468 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Company's Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Stock Option Activity [Line Items] | ||||
Shares Available For Grant, Beginning Balance | 1,923,128 | 636,323 | 3,827,465 | |
Shares Available For Grant, Increased Option Tool | 1,500,000 | |||
Shares Available For Grant, Granted | (2,013,000) | (4,049,000) | ||
Shares Available For Grant, Exercised | 0 | 0 | ||
Shares Available For Grant, Canceled | 1,086,505 | 825,358 | ||
Shares Available For Grant, Expired | 713,300 | 32,500 | ||
Shares Available For Grant, Ending Balance | 1,923,128 | 636,323 | 3,827,465 | |
Stock Options Outstanding, Beginning Balance | 5,691,018 | 14,999,056 | 11,941,846 | |
Stock Options Outstanding, Granted | 0 | 2,013,000 | 4,049,000 | |
Stock Options Outstanding, Exercised | (3,970) | (3,566,931) | (133,932) | |
Stock Options Outstanding, Cancelled | (12,423) | (1,086,505) | (825,358) | |
Stock Options Outstanding, Expired | 0 | (713,300) | (32,500) | |
Stock Options Outstanding, Ending Balance | 5,674,625 | 5,691,018 | 14,999,056 | 11,941,846 |
Stock Options Outstanding, Exercisable | 3,552,483 | 6,520,050 | ||
Stock Options Outstanding, Vested | 11,645,320 | |||
Weighted Average Exercise Price, Beginning Balance | $ 2.15 | $ 0.73 | $ 0.66 | |
Weighted Average Exercise Price, Granted | 0 | 1.65 | 0.93 | |
Weighted Average Exercise Price, Exercised | 2.59 | 0.47 | 0.44 | |
Weighted Average Exercise Price, Canceled | 3.7 | 0.81 | 0.64 | |
Weighted Average Exercise Price, Expired | 0 | 0.43 | 0.25 | |
Weighted Average Exercise Price, Ending Balance | 2.19 | 2.15 | $ 0.73 | $ 0.66 |
Weighted Average Exercise Price, Exercisable | $ 1.89 | $ 0.89 | ||
Weighted Average Remaining Contractual Life | 7 years 4 months 2 days | 6 years 6 months 14 days | 6 years 4 months 9 days | |
Weighted Average Exercise Price, Vested | $ 1.05 | |||
Weighted Average Remaining Contractual Life, Exercisable | 6 years 5 months 4 days | |||
Weighted Average Remaining Contractual Life, Vested | 7 years 4 months 2 days | |||
Previously Reported [Member] | ||||
Disclosure Of Stock Option Activity [Line Items] | ||||
Stock Options Outstanding, Beginning Balance | 11,645,320 | |||
Stock Options Outstanding, Ending Balance | 11,645,320 | |||
Weighted Average Exercise Price, Beginning Balance | $ 1.05 | |||
Weighted Average Exercise Price, Ending Balance | $ 1.05 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Fair Value of Stock-Based Awards (Details) - 2019 Equity Incentive Plan [Member] - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation By Share Based Award Stock Options Valuation Assumptions [Line Items] | ||
Fair value per share of common stock | $ 1.58 | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share Based Compensation By Share Based Award Stock Options Valuation Assumptions [Line Items] | ||
Fair value per share of common stock | $ 1.58 | |
Expected term (years) | 5 years 3 months 10 days | 5 years 6 months 7 days |
Expected volatility | 43% | 43% |
Risk-free interest rate | 1.63% | 0.92% |
Maximum [Member] | ||
Share Based Compensation By Share Based Award Stock Options Valuation Assumptions [Line Items] | ||
Fair value per share of common stock | $ 3.2 | |
Expected term (years) | 10 years | 10 years |
Expected volatility | 69% | 45% |
Risk-free interest rate | 4.20% | 1.56% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2022 | Oct. 02, 2022 | Dec. 31, 2017 | Aug. 31, 2009 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2009 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Jan. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2020 | Sep. 30, 2019 | |
Share Based Compensation [Line Items] | ||||||||||||||
Total stock-based compensation | $ 664,000 | $ 313,000 | $ 1,699 | $ 786 | ||||||||||
Shares issued under the ESPP (in shares) | 0 | |||||||||||||
Common stock, shares outstanding (in shares) | 50,693,308 | 6,231,947 | 9,184,092 | |||||||||||
Common stock reserved for future issuance (in shares) | 71,850,742 | 72,621,044 | ||||||||||||
Share based compensation by share based award exercise price as a percentage of fair value of awards granted | 110% | |||||||||||||
Share based compensation by share based award number of shares available for grant | 1,923,128 | 636,323 | 3,827,465 | |||||||||||
Share based compensation by share based award on vested award cost not yet recognized stock options | $ 2,800,000 | |||||||||||||
Share based compensation by share based award compensation nonvested awards total compensation cost not yet recognized period for recognition | 2 years 3 months 21 days | |||||||||||||
Employee Stock [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Total stock-based compensation | $ 0 | |||||||||||||
Common stock, potential additional shares authorized | 508,775 | |||||||||||||
Percentage of outstanding shares of common stock | 1 | |||||||||||||
Maximum shares allowed to be purchased under ESPP (in shares) | 1,017,550 | |||||||||||||
Share based compensation by share based service period | 5 years | |||||||||||||
A2019 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Increase (decrease) in the number of common stock reserved for future issuance (in shares) | 1,500,000 | |||||||||||||
Common stock reserved for future issuance (in shares) | 5,500,000 | |||||||||||||
A2022 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Annual share increase, percentage of outstanding shares | 5% | |||||||||||||
Annual share increase, term | 10 years | |||||||||||||
Common stock, shares outstanding (in shares) | 6,105,301 | |||||||||||||
Share based compensation by share based award number of shares available for grant | 7,057,631 | |||||||||||||
A2009 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Award term period | ten-year | |||||||||||||
Share based compensation by share based award vesting period | 5 years | |||||||||||||
Amendment to 2019 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Share based compensation by share based additional number of shares available for issuance | 1,500,000 | |||||||||||||
Additional common stock shares reserved for future issuance | 1,500,000 | |||||||||||||
Share based compensation by share based service period | 5 years | |||||||||||||
Share based compensation by share based award number of shares available for grant | 1,923,128 | |||||||||||||
2019 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Share based compensation by share based award term of award | 10 years | |||||||||||||
Share based compensation by share based award vesting period | 5 years | |||||||||||||
Share based compensation by share based additional number of shares available for issuance | 5,500,000 | |||||||||||||
Additional common stock shares reserved for future issuance | 5,500,000 | |||||||||||||
Share based compensation by share based award number of shares available for grant | 1,923,128 | |||||||||||||
Share based compensation by share based payment awatd options grants in period weighted average grant date fair value | $ 1.04 | $ 0.63 | ||||||||||||
Share based compensation by share based award on vested award cost not yet recognized stock options | $ 3,400,000 | |||||||||||||
Share based compensation by share based award options excecises in period total intrinsic value | $ 3,900,000 | $ 100,000 | ||||||||||||
Share based compensation by share based award options granted and modified now | 1,535,000 | |||||||||||||
Share based compensation by share based options granted and modified now initial exercise price | 0.93% | |||||||||||||
Share based compensation by share based award options granted modified now revised exercise price | $ 1.58 | |||||||||||||
2019 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Share based compensation by share based award compensation nonvested awards total compensation cost not yet recognized period for recognition | 2 years 4 months 28 days | |||||||||||||
2019 Equity Incentive Plan [Member] | Incentive Stock Options [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Percentage of voting power of all classes of stock who shall pay exercise price not below the required threshold | 10% | |||||||||||||
Share based compensation by share based award exercise price as a percentage of fair value of awards granted | 110% | |||||||||||||
2019 Equity Incentive Plan [Member] | Fully Vested [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Share based compensation by share based award restricted stock units issued | 1,348,887 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | A2009 Equity Incentive Plan [Member] | ||||||||||||||
Share Based Compensation [Line Items] | ||||||||||||||
Restricted stock units, vested (in shares) | 1,348,887 |
Stockholders' Equity and Mezz_3
Stockholders' Equity and Mezzanine Equity - Schedule of Company's Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 66,971,605 | 66,971,605 | |
Temporary Equity, Shares Outstanding | 0 | 56,361,224 | 56,355,551 |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 176,548 | $ 176,532 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 | $ 185,183 | $ 182,499 |
Series A [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 10,000,000 | 10,000,000 | |
Temporary Equity, Shares Outstanding | 10,000,000 | 10,000,000 | |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 10,000 | $ 10,000 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 9,950 | $ 9,950 | |
Temporary Equity Purchase Price Per Share | $ 1 | $ 1 | |
Series B Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 11,791,929 | 11,791,929 | |
Temporary Equity, Shares Outstanding | 8,747,602 | 8,741,929 | |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 24,816 | $ 24,800 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 24,680 | $ 24,680 | |
Temporary Equity Purchase Price Per Share | $ 2.8369 | $ 2.8369 | |
Series C Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 13,122,055 | 13,122,055 | |
Temporary Equity, Shares Outstanding | 13,122,055 | 13,122,055 | |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 37,226 | $ 37,226 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 37,032 | $ 37,032 | |
Temporary Equity Purchase Price Per Share | $ 2.8369 | $ 2.8369 | |
Series D Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 7,470,088 | 7,470,088 | |
Temporary Equity, Shares Outstanding | 7,470,088 | 7,470,088 | |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 31,043 | $ 31,043 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 30,780 | $ 30,780 | |
Temporary Equity Purchase Price Per Share | $ 4.1557 | $ 4.1557 | |
Series D1 Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 6,562,724 | 6,562,724 | |
Temporary Equity, Shares Outstanding | 6,562,724 | 6,562,724 | |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 30,000 | $ 30,000 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 41,991 | $ 39,307 | |
Temporary Equity Purchase Price Per Share | $ 4.5713 | $ 4.5713 | |
Series E Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Authorized | 18,024,809 | 18,024,809 | |
Temporary Equity, Shares Outstanding | 10,458,755 | 10,458,755 | |
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 43,463 | $ 43,463 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 40,750 | $ 40,750 | |
Temporary Equity Purchase Price Per Share | $ 4.1557 | $ 4.1557 |
Stockholders' Equity and Mezz_4
Stockholders' Equity and Mezzanine Equity - Schedule of Company's Outstanding Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 25, 2015 |
Expiration Price | Nov. 25, 2025 |
No. of shares | 62,500 |
Exercise Price per Share | $ / shares | $ 0.58 |
Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Mar. 31, 2016 |
Expiration Price | Mar. 31, 2026 |
No. of shares | 37,500 |
Exercise Price per Share | $ / shares | $ 0.58 |
Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Aug. 30, 2019 |
Expiration Price | Aug. 30, 2029 |
No. of shares | 265,060 |
Exercise Price per Share | $ / shares | $ 0.83 |
Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Dec. 10, 2021 |
Expiration Price | Dec. 10, 2031 |
No. of shares | 215,054 |
Exercise Price per Share | $ / shares | $ 0.93 |
Common Stock [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Feb. 25, 2022 |
Expiration Price | Feb. 25, 2032 |
No. of shares | 16,321 |
Exercise Price per Share | $ / shares | $ 1.58 |
Common stock warrants [Member] | |
Class of Warrant or Right [Line Items] | |
No. of shares | 596,435 |
Stockholders' Equity and Mezz_5
Stockholders' Equity and Mezzanine Equity - Schedule of Fair Value of Common Stock Warrants Valuation Techniques (Details) - Eastward Common Stock Warrants [Member] | Dec. 31, 2022 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.58 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Term | 10 years |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 43 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.47 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Stockholders' Equity and Mezz_6
Stockholders' Equity and Mezzanine Equity - Schedule of Common Stock Capital Shares Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 71,850,742 | 72,621,044 |
Options outstanding and available for grant [Member] | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 13,568,448 | 15,635,379 |
Conversion of preferred stock [Member] | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 56,361,224 | 56,355,551 |
Conversion of convertible notes [Member] | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 1,324,635 | |
Warrants to purchase convertible preferred stock [Member] | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 50,000 | |
Warrants to purchase common stock [Member] | ||
Schedule of Common Stock Capital Shares Reserved for Future Issuance [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 596,435 | 580,114 |
Stockholders' Equity and Mezz_7
Stockholders' Equity and Mezzanine Equity - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 shares | |
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Common stock voting rights to elect directors | two directors | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 185,183,000 | $ 182,499,000 | $ 0 | ||
Temporary equity, accretion to redemption value, adjustment | $ 4,813,626 | ||||
Temporary equity conversion trigger minimum gross proceeds on public offering | $ 50,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.0001 | $ 0.00001 | ||
Common Stock, Shares Authorized | shares | 46,430,391 | 95,000,000 | 900,000,000 | ||
Common Stock, Shares, Issued | shares | 6,231,947 | 12,751,023 | 50,693,308 | ||
Common Stock, Shares, Outstanding | shares | 6,231,947 | 9,184,092 | 50,693,308 | ||
Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary equity dividend rate percentage | 7% | ||||
Temporary equity minimum outstanding | shares | 4,800,000 | ||||
Temporary equity voting rights to elect directors | six directors | ||||
Series A Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary equity, liquidation preference per share | $ / shares | $ 1 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 9,950,000 | $ 9,950,000 | |||
Series B Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary equity, liquidation preference per share | $ / shares | $ 2.8369 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 24,680,000 | 24,680,000 | |||
Series C Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary equity, liquidation preference per share | $ / shares | $ 2.8369 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 37,032,000 | 37,032,000 | |||
Series D Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary equity, liquidation preference per share | $ / shares | $ 4.1557 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 30,780,000 | 30,780,000 | |||
Series D1 Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary equity, liquidation preference per share | $ / shares | $ 4.5713 | ||||
Temporary equity issue price per share | $ / shares | $ 4.5713 | ||||
Additional percentage of redemption on issue price | 8% | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 41,991,000 | 39,307,000 | |||
Temporary equity, accretion to redemption value, adjustment | $ 2,700,000 | $ 2,500,000 | |||
Preferred share subsequent offering to original issue price | 1.25 | ||||
Series E Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary equity, liquidation preference per share | $ / shares | $ 4.1557 | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 40,750,000 | $ 40,750,000 | |||
Eastward Common Stock Warrants [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Number of securities into which the class of warrant or right may be converted | shares | 215,054 | ||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.93 | ||||
Class of warrant or right maturity month year | Dec. 31, 2031 | ||||
Fair value portion of warrants | $ 200,000 | ||||
Preferred Stock [Member] | Series D1 Convertible Preferred Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 42,000,000 | $ 39,300,000 | |||
Common Stock [Member] | |||||
Disclosure of Stockholders Equity and Mezzanine Equity [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | shares | 95,000,000 | 95,000,000 | |||
Common Stock, Shares, Issued | shares | 12,751,023 | 9,184,092 | |||
Common Stock, Shares, Outstanding | shares | 12,751,023 | 9,184,092 | 50,693,308 | 4,576,859 | |
Number of shares repurchased during the period | shares | 0 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||||
Net loss from continuing operations | $ (33,047) | $ (18,803) | ||
Less: Net loss from continuing operations, attributable to noncontrolling interest | 632 | 1,300 | ||
Deemed dividends from accretion of Series D-1 preferred stock | (2,684) | (2,511) | ||
Loss from continuing operations attributable to common stockholders | (35,099) | (20,014) | ||
Loss from discontinued operations, net of tax | 0 | (156) | ||
Net loss attributable to common stockholders | $ 16,055 | $ (6,255) | $ (35,099) | $ (20,170) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted-average ordinary shares outstanding, Basic | 30,440,497 | 4,529,543 | 11,285,170 | 9,101,819 |
Weighted-average ordinary shares outstanding, Diluted | 44,562,485 | 4,529,543 | 11,285,170 | 9,101,819 |
Continuing operations, Basic | $ (3.11) | $ (2.2) | ||
Continuing operations, Dulited | (3.11) | (2.2) | ||
Discontinued operations, Basic | 0 | (0.02) | ||
Discontinued operations, Diluted | 0 | (0.02) | ||
Net loss, Basic | $ 0.51 | $ (1.38) | (3.11) | (2.22) |
Net loss, Dulited | $ 0.36 | $ (1.38) | $ (3.11) | $ (2.22) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Potentially dilutive securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,432,481 | 35,968,777 | 69,927,614 | 71,984,721 | ||||
Convertible preferred stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 27,543,266 | 56,361,224 | 56,355,551 | ||||
Outstanding stock options [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,682,520 | 7,493,066 | 11,645,320 | 14,999,056 | ||||
Convertible notes [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | [1] | 616,506 | [1] | 1,324,635 | [2] | 0 | [2] |
Common stock warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 291,502 | 596,435 | 580,114 | ||||
Preferred stock warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 24,437 | 0 | 50,000 | ||||
[1]Assumes conversion at $9.80 per share.[2]Assumes conversion at $4.79 per share. |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt instrument, convertible, conversion price | $ 9.8 | |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt instrument, convertible, conversion price | $ 4.79 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||||
Net income (loss) | $ 15,520 | $ (6,255) | $ (35,099) | $ (20,170) |
Add: Deemed dividends from accretion of Series D-1 Preferred Stock | 316 | 0 | ||
Add: Convertible notes interest expense and loss on debt extinguishment | 219 | 0 | ||
Net loss attributable to common stockholders | $ 16,055 | $ (6,255) | $ (35,099) | $ (20,170) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Weighted-average common shares outstanding for basic EPS (in shares) | 30,440,497 | 4,529,543 | ||
Weighted average shares from preferred stock converted into common shares (in shares) | 12,566,203 | 0 | ||
Weighted average dilutive outstanding options (in shares) | 1,080,655 | 0 | ||
Weighted average shares from convertible notes converted into common shares (in shares) | 296,949 | 0 | ||
Weighted average Legacy Movella warrants converted into common shares (in shares) | 178,181 | 0 | ||
Weighted average shares outstanding, diluted (in shares) | 44,562,485 | 4,529,543 | 11,285,170 | 9,101,819 |
Basic net income (loss) per share (in Dollars per share) | $ 0.51 | $ (1.38) | $ (3.11) | $ (2.22) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.36 | $ (1.38) | $ (3.11) | $ (2.22) |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 12,432,481 | 35,968,777 | 69,927,614 | 71,984,721 | ||||
Debt instrument conversion price per share | $ 9.8 | |||||||
Private Warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 4,250,000 | 0 | ||||||
Public Warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 6,499,961 | 0 | ||||||
Preferred stock warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 0 | 24,437 | 0 | 50,000 | ||||
Common stock warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 0 | 291,502 | 596,435 | 580,114 | ||||
Convertible debt securities [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 0 | [1] | 616,506 | [1] | 1,324,635 | [2] | 0 | [2] |
Debt instrument conversion price per share | $ 4.79 | |||||||
Employee Stock Option [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 1,682,520 | 7,493,066 | 11,645,320 | 14,999,056 | ||||
Convertible preferred stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 0 | 27,543,266 | 56,361,224 | 56,355,551 | ||||
[1]Assumes conversion at $9.80 per share.[2]Assumes conversion at $4.79 per share. |
Leases - Schedule of the aggreg
Leases - Schedule of the aggregate future non-cancelable minimum rental payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |||
2023 Reminder | $ 666 | ||
2024 | 737 | $ 1,010 | |
2025 | 561 | 734 | |
2026 | 561 | 559 | |
2027 | 561 | 559 | |
2028 | 561 | 559 | |
Thereafter | 1,312 | 1,817 | |
Total minimum operating lease payments | 4,959 | 5,238 | |
Less: Amounts representing interest | (1,852) | (1,957) | |
Present value of net minimum operating lease payments | 3,107 | 3,281 | $ 0 |
Less: Current portion | (483) | (593) | 0 |
Long-term portion of operating lease obligations | $ 2,624 | $ 2,688 | $ 0 |
Leases - Schedule of the compon
Leases - Schedule of the components of the right-of-use assets and lease liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets, net | $ 3,107 | $ 3,281 | $ 0 |
Current operating lease liabilities | (483) | (593) | 0 |
Non-current operating lease liabilities | (2,624) | (2,688) | 0 |
Total operating lease liabilities | $ (3,107) | $ (3,281) | $ 0 |
Weighted average remaining lease term (in years) | 7 years 1 month 6 days | 7 years | |
Weighted-average discount rate | 14% | 14% | |
Previously Reported [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Weighted average remaining lease term (in years) | 6 years |
Leases - Schedule of the comp_2
Leases - Schedule of the components of lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | ||||
Operating leases | $ 361 | $ 317 | $ 1,302 | $ 1,182 |
Leases - Schedule of supplement
Leases - Schedule of supplemental cash flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | ||||
Operating cash flows related to operating leases | $ 300 | $ 366 | $ 1,429 | $ 1,471 |
Right-of-use assets obtained in exchange for lease liabilities: | ||||
Operating leases | $ 0 | $ 4,280 | $ 4,280 | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Disposal Groups, Including Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ||
Current assets of discontinued operations | $ 291 | |
Current liabilities of discontinued operations | 357 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Revenue | 293 | |
Cost of revenues | 181 | |
Research and development | 103 | |
General and administrative | 135 | |
Loss from discontinued operations | (126) | |
Other expense | (30) | |
Loss from discontinued operations before income taxes | (156) | |
Provision for income taxes | 0 | |
Loss from discontinued operations, net of tax | (156) | |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | $ 75,000 | |
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ||
Other receivables - MEMSIC | 291 | |
Current assets of discontinued operations | 291 | |
Total assets of discontinued operations | 291 | |
Accounts payable | 357 | |
Current liabilities of discontinued operations | 357 | |
Total liabilities of discontinued operations | $ 357 | |
Discontinued Operations | June 2020 | Cash | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | 15,000 | |
Discontinued Operations | June 2020 | Equity of MEMSIC | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | 25,000 | |
Discontinued Operations | June 2021 | Cash | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | 10,000 | |
Discontinued Operations | June 2021 | Equity of MEMSIC (maximum amount contingent achieving on targets) | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | 8,000 | |
Discontinued Operations | June 2022 | Equity of MEMSIC (maximum amount contingent achieving on targets) | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | 8,000 | |
Discontinued Operations | June 2023 | Equity of MEMSIC (maximum amount contingent achieving on targets) | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | $ 9,000 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Lessor, Operating Lease, Description | On June 8, 2020, the Company also entered an office sublease agreement and a transition service agreement with MEMSIC. The term of this Lease (the “Term”) commenced on June 8, 2020 and was renewed through March 31, 2023. The transition service agreement include (1) All personnel salaries and the related overheads will be billed at costs + 3% from the Company’s Hsinchu office, (2) half of the Hsinchu office lease costs at costs +3%, (3) IT and software subscription service, (4) equipment leases, (5) laboratory services at actual costs +3%, and (6) legal, administrative and accounting service at actual costs +3%. | ||||
Sublease Income | $ 10,000 | $ 12,600 | |||
Withholding Tax | 2,400 | ||||
Other receivable | $ 800 | ||||
Equity Securities without Readily Determinable Fair Value, Amount | $ 25,285 | $ 25,285 | $ 25,000 | ||
MEMSIC Semiconductor (Tianjin) Co. Ltd. | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Maximum consideration agreed to pay | $ 75,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | 12 Months Ended | |||||||
Feb. 19, 2023 USD ($) | Feb. 10, 2023 $ / shares shares | Feb. 08, 2023 USD ($) $ / shares shares | Nov. 14, 2022 USD ($) shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jan. 09, 2023 USD ($) $ / shares shares | Oct. 03, 2022 $ / shares | |
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | shares | 50,693,308 | 6,231,947 | 9,184,092 | ||||||
Temporary Equity, Accretion to Redemption Value | $ | $ 2,684,000 | $ 2,511,000 | |||||||
Stock issued during period, stock options exercised | shares | 3,970 | 3,566,931 | 133,932 | ||||||
Equity value | $ | $ 375,000,000 | ||||||||
Common Class B [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Shares, Outstanding | shares | 8,125,000 | 8,125,000 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Purchase amount | $ | $ 75,000,000 | ||||||||
PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Assets Held-in-trust | $ | $ 328,636,388 | $ 325,028,452 | |||||||
Common Stock, Shares, Outstanding | shares | 32,500,000 | 32,500,000 | |||||||
Temporary Equity, Accretion to Redemption Value | $ | $ 27,827,372 | ||||||||
PATHFINDER ACQUISITION CORPORATION [Member] | Common Class A [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 11.5 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | shares | 0 | 0 | |||||||
Temporary Equity, Redemption Price Per Share | $ 10.11 | $ 10 | |||||||
Exercise price of warrants (in dollars per share) | 11.5 | ||||||||
PATHFINDER ACQUISITION CORPORATION [Member] | Common Class B [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | shares | 8,125,000 | 8,125,000 | |||||||
PATHFINDER ACQUISITION CORPORATION [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Assets Held-in-trust | $ | $ 36,200,000 | ||||||||
PATHFINDER ACQUISITION CORPORATION [Member] | Subsequent Event [Member] | Common Class A [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Shares, Outstanding | shares | 3,538,910 | ||||||||
Temporary Equity, Accretion to Redemption Value | $ | $ 294,200,000 | ||||||||
Temporary Equity, Redemption Price Per Share | $ 10.16 | ||||||||
Stock issued during period, stock options exercised | shares | 28,961,090 | ||||||||
Conversion Of Preferred Stock Into Equity Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||
Domestication [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Common Class A [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Domestication [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Common Class B [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Equity Grant Agreement And Subscription Agreement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Shares Subscribed but Unissued | shares | 1,000,000 | ||||||||
Sponsor Agreement [Member] | Subsequent Event [Member] | Common Class B [Member] | Sponsor [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Number of shares subject to forfeiture | shares | 4,025,000 | ||||||||
Percentage of common stock shares subject to forfeiture | 50% | ||||||||
Business Combination Agreement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Business Acquisition, Transaction Costs | $ | $ 6,500,000 | ||||||||
Business Combination Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Business Acquisition, Transaction Costs | $ | $ 28,700,000 | ||||||||
Payment Of Loan Assumed In A Business Combination | $ | 1,500,000 | ||||||||
Payment Of Deferred Payout Obligation | $ | 4,400,000 | ||||||||
Proceeds from Sale of Restricted Investments | $ | 34,400,000 | ||||||||
Aggregate Gross Proceeds Received | $ | 109,400,000 | ||||||||
Business Combination Agreement [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Subsequent Event [Member] | Common Class A [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Business Combination Agreement [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Subsequent Event [Member] | Common Class B [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||||||||
Business Combination Agreement [Member] | Domestication [Member] | Subsequent Event [Member] | Common Class A [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Common stock conversion ratio for every share held in the previous company | 1 | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.5 | ||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 5 | ||||||||
Business Combination Agreement [Member] | Domestication [Member] | Subsequent Event [Member] | Common Class B [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Common stock conversion ratio for every share held in the previous company | 1 | ||||||||
Third Party Investors [Member] | Shareholder Rights Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Lock in period of shares from the closing date | 180 months | ||||||||
Sponsor And Afiliates [Member] | Shareholder Rights Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Lock in period of shares from the closing date | 150 days | ||||||||
Consecutive trading days threshold for determining the share price triggering the transfer of shares | 30 days | ||||||||
Number of trading days within the consecutive trading days for determining the share price triggering transfer of shares | 20 days | ||||||||
Closing share price triggering the transfer of shares | $ 12 | ||||||||
Lock in period of shares from the closing date one | 365 days | ||||||||
Private Placement [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 2 | ||||||||
Private Placement [Member] | PATHFINDER ACQUISITION CORPORATION [Member] | Common Class A [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 11.5 | ||||||||
New Movella Common Stock [Member] | Private Placement [Member] | Equity Grant Agreement And Subscription Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Common Stock, Value, Subscriptions | $ | $ 75,000,000 | ||||||||
Sale of Stock, Price Per Share | $ 10 | ||||||||
Common Stock, Shares Subscribed but Unissued | shares | 7,500,000 | ||||||||
VLN Senior Secured Note [Member] | Note Purchase Agreement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Long term debt fixed interest rate percentage | 9.25% | ||||||||
Long term debt term | 5 years | ||||||||
Debt Instrument, Face Amount | $ | $ 75,000,000 | ||||||||
Senior Secured Notes Pre Close Facility [Member] | Note Purchase Agreement [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Debt Instrument, Face Amount | $ | $ 25,000,000 | ||||||||
Note Purchase Agreement [Member] | Business Combination Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Debt Instrument, Annual Principal Payment | $ | 25,700,000 | ||||||||
Note Purchase Agreement [Member] | VLN Senior Secured Note [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Long term debt fixed interest rate percentage | 9.25% | ||||||||
Long term debt term | 5 years | ||||||||
Note Purchase Agreement [Member] | VLN Senior Secured Note [Member] | Business Combination Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events [Line Items] | |||||||||
Proceeds from Issuance of Medium-term Notes | $ | $ 75,000,000 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
Feb. 28, 2023 USD ($) | Feb. 10, 2023 USD ($) $ / shares shares | Jan. 04, 2023 shares | Nov. 14, 2022 shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Business Acquisition [Line Items] | ||||||||
Common stock, shares issued (in shares) | 50,693,308 | 6,231,947 | 12,751,023 | |||||
Common stock, shares outstanding (in shares) | 50,693,308 | 6,231,947 | 9,184,092 | |||||
Repayment of loans using proceeds from Venture Linked Notes | $ | $ 25,557 | $ 0 | ||||||
Recapitalization costs | $ | $ 19,700 | $ 27,500 | ||||||
Value of shares purchased | $ | $ 111,000 | |||||||
Recapitalization exchange ratio | 0.4887 | |||||||
Public Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants outstanding (in shares) | 6,500,000 | |||||||
Legacy Movella Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock converted from notes, reverse recapitalization (in shares) | 1,333,712 | |||||||
Warrants exercised (in shares) | 546,056 | |||||||
Warrants outstanding (in shares) | 596,435 | |||||||
Warrants outstanding, exercised (in shares) | 596,435 | |||||||
New Movella Options [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Options converted, reverse recapitalization (in shares) | 5,687,048 | |||||||
Legacy Movella Options [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Options, granted and outstanding (in shares) | 11,637,195 | |||||||
Pre Close Notes [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayment of loans using proceeds from Venture Linked Notes | $ | $ 25,600 | |||||||
Venture Linked Notes [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayment of loans using proceeds from Venture Linked Notes | $ | 25,600 | |||||||
Value of shares purchased | $ | 75,000 | |||||||
Pathfinder Trust [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of shares purchased | $ | $ 36,000 | |||||||
Class B Ordinary Shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, shares issued (in shares) | 8,125,000 | 8,125,000 | ||||||
Common stock, shares outstanding (in shares) | 8,125,000 | 8,125,000 | ||||||
New Movella Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Price per share (in dollars per share) | $ / shares | $ / shares | $ 11.5 | |||||||
Stock acquired, reverse recapitalization (in shares) | 1 | |||||||
Issuance of common stock upon conversion (in shares) | 266,880 | |||||||
Value of shares purchased | $ | $ 58,000 | |||||||
Legacy Movella Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock, issued and outstanding (in shares) | 71,077,736 | |||||||
Stock converted from notes, reverse recapitalization (in shares) | 1,333,712 | |||||||
Issuance of common stock in connection with business combination, net (in shares) | 56,438,820 | |||||||
Warrants outstanding (in shares) | 546,056 | |||||||
Common stock, shares outstanding (in shares) | 12,759,148 | |||||||
Legacy Movella Redeemable Convertible Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 56,361,224 | |||||||
Pathfinder [Member] | Private Placement Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants outstanding (in shares) | 4,250,000 | |||||||
Pathfinder [Member] | New Movella Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Public Warrants Converted Reverse Recapitalization | 6,500,000 | |||||||
Private warrants converted, reverse recapitalization (in shares) | 4,250,000 | |||||||
Pathfinder [Member] | Public Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Warrants outstanding (in shares) | 6,500,000 | |||||||
Pathfinder [Member] | Class B Ordinary Shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock, issued and outstanding, remaining shares (in shares) | 4,100,000 | |||||||
Shares forfeited, reverse recapitalization (in shares) | 4,025,000 | |||||||
Shares forfeited, reverse recapitalization, percent | 50 | |||||||
Pathfinder [Member] | Class A Ordinary Shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock Redeemed Reverse Recapitalization | 29,145,292 | |||||||
Common stock, shares outstanding (in shares) | 3,354,708 | |||||||
Pathfinder [Member] | New Movella Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Remaining stock converted, reverse recapitalization (in shares) | 4,100,000 | |||||||
Stock converted, reverse recapitalization (in shares) | 3,354,708 | |||||||
FP purchasers [Member] | FP VLN shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 7,500,000 | |||||||
FP purchasers [Member] | Class A Ordinary Shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of units issued by the company (in shares) | 0 | |||||||
FP purchasers [Member] | New Movella Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of Stock, Shares Converted | 1,000,000 | |||||||
Stock converted, reverse recapitalization (in shares) | 7,500,000 | |||||||
Common stock, shares issued (in shares) | 1,000,000 | |||||||
Note Purchase Agreement [Member] | FP purchasers [Member] | New Movella Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of units issued by the company (in shares) | 7,500,000 | 7,500,000 | ||||||
Equity Grant Agreement [Member] | FP purchasers [Member] | New Movella Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of units issued by the company (in shares) | 1,000,000 | |||||||
Other Related Parties [Member] | New Movella Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock converted, reverse recapitalization (in shares) | 34,738,600 | |||||||
Other Related Parties [Member] | Legacy Movella Warrants [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Issuance of common stock upon conversion (in shares) | 266,880 | |||||||
Other Related Parties [Member] | Legacy Movella Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock converted, reverse recapitalization (in shares) | 6,235,917 | |||||||
Stock converted from redeemable convertible preferred stock, reverse recapitalization (in shares) | 27,583,963 | |||||||
Convertible Promissory Notes To Sellers Of Kinduct [Member] | Affiliated Entity [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Issuance of common stock upon conversion (in shares) | 651,840 |