Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 10, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Period End Date | Dec. 31, 2022 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Entity Central Index Key | 0001839608 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-40152 | |||
Entity Registrant Name | GETAROUND, INC. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 85-3122877 | |||
Entity Address, Address Line One | 55 Green Street | |||
Entity Address, City or Town | San Francisco | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 94111 | |||
City Area Code | 415 | |||
Local Phone Number | 295-5725 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | false | |||
ICFR Auditor Attestation Flag | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 260.8 | |||
Entity Common Stock, Shares Outstanding | 92,941,175 | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Auditor Name | dbbmckennon | BDO USA, P.C. | ||
Auditor Firm ID | 3501 | 234 | ||
Auditor Location | Newport Beach, California | San Francisco, California | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE None. | |||
Common Stock [Member] | ||||
Document Information [Line Items] | ||||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |||
Trading Symbol | GETR | |||
Security Exchange Name | NYSE | |||
Warrant [Member] | ||||
Document Information [Line Items] | ||||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share | |||
Trading Symbol | GETR WS | |||
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 64,294 | $ 62,516 |
Restricted cash | 3,600 | 3,950 |
Accounts receivable, net | 533 | 1,936 |
Prepaid expenses and other current assets | 6,084 | 5,890 |
Total Current Assets | 74,511 | 74,292 |
Property and equipment, net | 10,451 | 10,731 |
Operating lease right-of-use assets, net | 13,284 | |
Goodwill | 92,728 | 122,805 |
Intangible assets, net | 11,028 | 18,854 |
Deferred tax assets | 46 | 159 |
Other assets | 3,371 | 94 |
Total Assets | 205,419 | 226,935 |
Current Liabilities | ||
Accounts payable | 3,652 | 5,382 |
Accrued host payments and insurance fees | 11,780 | 13,384 |
Operating lease liabilities, current | 1,923 | |
Notes payable, current | 1,211 | 464 |
Warrant commitment liability | 320 | |
Other accrued liabilities | 37,360 | 27,391 |
Deferred revenue | 698 | 310 |
Total Current Liabilities | 56,944 | 46,931 |
Notes payable, net of discount | 3,198 | 78,357 |
Convertible notes payable | 56,842 | 35,277 |
Operating lease liabilities (net of current portion) | 17,715 | |
Deferred tax liabilities | 973 | 1,868 |
Warrant liability | 247 | 48,504 |
Other long-term liabilities | 6,851 | |
Total Liabilities | 135,919 | 217,788 |
Commitments and contingencies | ||
Mezzanine Equity | ||
Convertible preferred stock | 410,368 | |
Stockholders' Equity (Deficit) | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 92,085,974 share issued and outstanding as of December 31, 2022; and $0.00001 par value, 1,000,000,000 shares authorized, 25,536,563 shares issued and outstanding as of December 31, 2021 | 9 | 1 |
Additional paid-in capital | 845,888 | 237,578 |
Stockholder notes | (8,284) | (14,478) |
Treasury stock | (661) | |
Accumulated deficit | (762,009) | (625,944) |
Accumulated other comprehensive (loss) income | (6,104) | 2,283 |
Total Stockholders' Equity (Deficit) | 69,500 | (401,221) |
Total Liabilities Mezzanine Equity and Stockholders' Equity (Deficit) | $ 205,419 | 226,935 |
Series A Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Convertible preferred stock | 16,953 | |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Convertible preferred stock | 9,338 | |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Convertible preferred stock | 22,761 | |
Series D Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Convertible preferred stock | 241,428 | |
Series E Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Convertible preferred stock | $ 119,888 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.00001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 92,085,974 | 25,536,563 |
Common stock, shares outstanding | 92,085,974 | 25,536,563 |
Debt issuance costs, net | $ 0 | $ 1,101 |
Convertible debt, fair value disclosures | $ 56,743 | $ 34,803 |
Temporary Equity, Shares Authorized | 59,691,437 | |
Temporary Equity, Shares Issued | 40,182,816 | |
Temporary Equity, Shares Outstanding | 40,182,816 | |
Temporary Equity, Liquidation Preference | $ 532,138 | |
Convertible Preferred Stock [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Temporary Equity, Shares Authorized | 0 | 59,691,437 |
Series A Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 0 | 4,642,935 |
Temporary Equity, Shares Issued | 0 | 3,419,807 |
Temporary Equity, Shares Outstanding | 0 | 3,419,807 |
Temporary Equity, Liquidation Preference | $ 0 | $ 10,918 |
Series B Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 0 | 3,836,863 |
Temporary Equity, Shares Issued | 0 | 1,639,443 |
Temporary Equity, Shares Outstanding | 0 | 1,639,443 |
Temporary Equity, Liquidation Preference | $ 0 | $ 8,251 |
Series C Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 0 | 5,933,162 |
Temporary Equity, Shares Issued | 0 | 3,470,349 |
Temporary Equity, Shares Outstanding | 0 | 3,470,349 |
Temporary Equity, Liquidation Preference | $ 0 | $ 23,844 |
Series D Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 0 | 17,251,583 |
Temporary Equity, Shares Issued | 0 | 15,943,435 |
Temporary Equity, Shares Outstanding | 0 | 15,943,435 |
Temporary Equity, Liquidation Preference | $ 0 | $ 345,713 |
Series E Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 0 | 28,026,894 |
Temporary Equity, Shares Issued | 0 | 15,709,782 |
Temporary Equity, Shares Outstanding | 0 | 15,709,782 |
Temporary Equity, Liquidation Preference | $ 0 | $ 143,412 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 59,455,000 | $ 63,067,000 |
Cost of revenue (exclusive of amortization and depreciation shown separately below): | ||
Sales and marketing | 34,525,000 | 20,331,000 |
Operations and support | 56,634,000 | 46,978,000 |
Technology and product development | 24,677,000 | 17,800,000 |
General and administrative | 58,800,000 | 59,458,000 |
Depreciation and amortization | 10,141,000 | 12,815,000 |
Transaction costs | 26,807,000 | |
Impairment loss on goodwill | 23,269,000 | 0 |
Total Operating Expenses | 240,424,000 | 163,428,000 |
Loss from Operations | (180,969,000) | (100,361,000) |
Other Income (Expense) | ||
Gain on extinguishment of debt | 7,017,000 | |
Convertible promissory note fair value adjustment | 93,029,000 | (5,383,000) |
Warrant fair value adjustment | (31,749,000) | (15,353,000) |
Interest expense, net | (14,181,000) | (7,370,000) |
Other income (expense), net | (2,833,000) | 916,000 |
Total Other Income (Expense) | 44,266,000 | (20,173,000) |
Loss, before (Benefit) for Income Taxes | (136,703,000) | (120,534,000) |
Income Tax Benefit | (638,000) | (471,000) |
Net Loss | (136,065,000) | (120,063,000) |
Foreign Currency Translation (Loss) Gain | (8,387,000) | (11,203,000) |
Comprehensive Loss | $ (144,452,000) | $ (131,266,000) |
Net Loss Per Share Attributable to Stockholders (Note 19): | ||
Basic | $ (5) | $ (5.43) |
Diluted | $ (5) | $ (5.43) |
Weighted average shares outstanding, Basic | 27,222 | 22,098 |
Weighted average shares outstanding, Diluted | 27,222 | 22,098 |
Service revenue [Member] | ||
Revenue | $ 58,108,000 | $ 61,120,000 |
Cost of revenue (exclusive of amortization and depreciation shown separately below): | ||
Cost of revenue | 5,445,000 | 5,859,000 |
Lease revenue [Member] | ||
Revenue | 1,347,000 | 1,947,000 |
Cost of revenue (exclusive of amortization and depreciation shown separately below): | ||
Cost of revenue | $ 126,000 | $ 187,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Stockholder Notes | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Mezzanine Equity | Series E Convertible Redeemable Preferred Stock [Member] Mezzanine Equity | Series E Two Redeemable Convertible Preferred Stock Warrants [Member] Mezzanine Equity | Series E Three Redeemable Convertible Preferred Stock [Member] Mezzanine Equity | Exchange Of Non Voting Common Stock Into Preferred Stocks | Exchange Of Non Voting Common Stock Into Preferred Stocks Common Stock | Exchange Of Non Voting Common Stock Into Preferred Stocks Additional Paid-in Capital | Exchange Of Non Voting Common Stock Into Preferred Stocks Mezzanine Equity | Settlement Of Liability | Settlement Of Liability Common Stock | Settlement Of Liability Additional Paid-in Capital | Settlement Of Contingent Consideration Liability Common Stock |
Temporary Equity, Balance at Dec. 31, 2020 | $ 399,855 | ||||||||||||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2020 | 120,384,609 | ||||||||||||||||||
Temporary Equity retroactive conversion of shares due to business combination (in Shares) at Dec. 31, 2020 | (81,831,092) | ||||||||||||||||||
Retroactive conversion of shares due to Business Combination (in Shares) at Dec. 31, 2020 | (47,137,476) | ||||||||||||||||||
Temporary equity balance as effect of reverse recapitalization (FN1) at Dec. 31, 2020 | 38,553,517 | ||||||||||||||||||
Temporary equity balance as effect of reverse recapitalization, value at Dec. 31, 2020 | $ 399,855 | ||||||||||||||||||
Balance as effect of reverse recapitalization (FN1) at Dec. 31, 2020 | 22,208,130 | ||||||||||||||||||
Effect of reverse recapitalization, value at Dec. 31, 2020 | $ (277,505) | $ 1 | $ (661) | $ (14,478) | $ 230,028 | $ (505,881) | $ 13,486 | ||||||||||||
Balance at Dec. 31, 2020 | (277,505) | $ 1 | (661) | (14,478) | 230,028 | (505,881) | 13,486 | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 69,345,606 | ||||||||||||||||||
Stock option exercises | 1,365 | 1,365 | |||||||||||||||||
Stock option exercises (in Shares) | 4,091,579 | ||||||||||||||||||
RSUs vested | 287,801 | ||||||||||||||||||
Stock-based compensation | 11,468 | 11,468 | |||||||||||||||||
Issuance of common stock (in Shares) | (1,155,987) | 105,040 | |||||||||||||||||
Issuance of common stock | $ (6,382) | $ (6,382) | $ 1,099 | $ 1,099 | |||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 616 | $ 301 | $ 3,214 | $ 6,382 | |||||||||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 129,513 | 24,851 | 318,948 | 1,155,987 | |||||||||||||||
Foreign Currency Translation (Loss) Gain | (11,203) | (11,203) | |||||||||||||||||
Net loss | (120,063) | (120,063) | |||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 25,536,563 | ||||||||||||||||||
Balance at Dec. 31, 2021 | $ (401,221) | $ 1 | (661) | (14,478) | 237,578 | (625,944) | 2,283 | ||||||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2021 | 40,182,816 | 40,182,816 | |||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2021 | $ 410,368 | $ 410,368 | |||||||||||||||||
Stock option exercises | 154 | 154 | |||||||||||||||||
Stock option exercises (in Shares) | 79,483 | ||||||||||||||||||
RSUs vested | 292,955 | ||||||||||||||||||
Stock-based compensation | 9,127 | 9,127 | |||||||||||||||||
Issuance of common stock (in Shares) | 935,005 | ||||||||||||||||||
Issuance of common stock | 4,642 | 4,642 | |||||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 240 | $ 408 | |||||||||||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 31,010 | 79,704 | |||||||||||||||||
Stockholder note settlement and repurchase with related party shares | (1,699,857) | ||||||||||||||||||
Stockholder note settlement and repurchase with related party | 7,532 | (3,516) | 6,194 | 4,854 | |||||||||||||||
Braemar Stock Transfer Agreement | 1,498 | 1,498 | |||||||||||||||||
Reverse recapitalization,Temporary Equity (in shares) | (40,293,530) | ||||||||||||||||||
Reverse recapitalization, Temporary Equity | $ (411,016) | ||||||||||||||||||
Reverse recapitalization (in shares) | 57,775,396 | ||||||||||||||||||
Reverse recapitalization | 500,349 | $ 7 | $ 4,177 | 496,165 | |||||||||||||||
Conversion of convertible promissory notes and bridge loans to common stock shares | 8,867,944 | ||||||||||||||||||
Conversion of convertible promissory notes and bridge loans to common stock | 89,137 | $ 1 | 89,136 | ||||||||||||||||
Conversion of iHeart Media Note Payable to Common Stock shares | 32,329 | ||||||||||||||||||
Conversion of iHeart Media Note Payable to Common Stock | 388 | 388 | |||||||||||||||||
Issuance of Mudrick Convertible Notes, Warrant Liability Commitment and Equitable Adjustment Shares, (in Shares) | 266,156 | ||||||||||||||||||
Issuance of Mudrick Convertible Notes, Warrant Liability Commitment and Equitable Adjustment Shares | 2,346 | 2,346 | |||||||||||||||||
Foreign Currency Translation (Loss) Gain | (8,387) | (8,387) | |||||||||||||||||
Net loss | (136,065) | (136,065) | |||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 92,085,974 | ||||||||||||||||||
Balance at Dec. 31, 2022 | $ 69,500 | $ 9 | $ (8,284) | $ 845,888 | $ (762,009) | $ (6,104) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity (Deficit) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 26 | |
Series E Three Redeemable Convertible Preferred Stock [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | ||
Class Of Warrants Or Rights Exercised During The Period Units | 79,704 | 318,948 |
Series B Redeemable Convertible Preferred Stock Warrants [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | ||
Class Of Warrants Or Rights Exercised During The Period Units | 31,010 | |
Series E Two Redeemable Convertible Preferred Stock Warrants [Member] | Exercise Of Redeemable Preferred Stock Warrants [Member] | ||
Class Of Warrants Or Rights Exercised During The Period Units | 24,851 | |
Common Stock | ||
Exchange of shares | 8,867,944 | |
Common Stock | Exchange Of Non Voting Common Stock Into Preferred Stocks [Member] | ||
Exchange of shares of nonvoting common stock into preferred stocks | 1,155,987 | |
Mezzanine Equity | Exchange Of Non Voting Common Stock Into Preferred Stocks [Member] | ||
Exchange of shares of nonvoting common stock into preferred stocks | 1,155,987 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from Operating Activities: | ||
Net loss | $ (136,065,000) | $ (120,063,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10,141,000 | 11,977,000 |
Provision for bad debts | 11,129,000 | 9,915,000 |
Stock-based compensation | 9,127,000 | 11,468,000 |
Compensation expense related to share repurchase and shareholder note settlement | 12,846,000 | |
Gain on extinguishment of debt | (7,017,000) | |
Change in fair value - convertible instrument liability | (93,029,000) | 5,383,000 |
Change in fair value - warrant liability | 31,749,000 | 15,353,000 |
Non-cash interest expense | 1,897,000 | 6,000 |
Non-cash lease expense | 955,000 | |
Amortization of debt issuance costs | 4,609,000 | 978,000 |
Amortization of stock transfer agreement | 148,000 | |
Loss (gain) from disposal of property and equipment | 6,000 | (11,000) |
Impairment loss on goodwill | 23,269,000 | 0 |
Impairment loss on long-lived assets | 838,000 | |
Loss (gain) from foreign currency remeasurement | 58,000 | 78,000 |
Transaction costs | 17,640,000 | |
Net changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (9,820,000) | (9,144,000) |
Prepaid expenses and other current assets | (463,000) | (1,388,000) |
Operating leases liabilities | (1,607,000) | |
Other assets | (3,247,000) | 149,000 |
Accounts payable | (1,517,000) | 3,721,000 |
Accrued host payments and insurance fees | (972,000) | 2,137,000 |
Accrued expenses and other liabilities | (9,083,000) | (4,806,000) |
Deferred taxes | (685,000) | (480,000) |
Deferred revenue | 385,000 | (140,000) |
Net Cash Used in Operating Activities | (132,529,000) | (81,046,000) |
Cash flows from Investing Activities: | ||
Investment in intangible assets | (1,094,000) | |
Purchases of property and equipment | (2,257,000) | (1,505,000) |
Proceeds from sale of property and equipment | 414,000 | |
Net Cash Used in Investing Activities | (3,351,000) | (1,091,000) |
Cash flows from Financing Activities: | ||
Proceeds from exercise of common stock options | 166,000 | 1,352,000 |
Proceeds from Issuance of Series E, net of $26 issuance costs | 616,000 | |
Proceeds from Issuance of Series E-2 warrants | 912,000 | |
Proceeds from issuance of Subordinated Convertible Promissory Note | 29,420,000 | |
Proceeds from exercise of Series E-3 Warrants | 1,000 | |
Proceeds from Deutsche Bank loan, net of $607 issuance costs and $675 debt discount | 73,718,000 | |
Proceeds from issuance of Mudrick Convertible Promissory Notes and warrants, net of issuance costs | 169,750,000 | |
Proceeds from issuance of Bridge Loans | 30,770,000 | |
Related Party advance on financing | 4,750,000 | |
Proceeds from Braemar Subordinated Promissory Note | 2,000,000 | |
Proceeds from the recapitalization of Getaround shares, (net of redemptions and InterPrivate II Acquisition Corp. prior incurred costs) | 15,668,000 | |
Repayment of Horizon loan | (25,000,000) | |
Repayment of Deutsche Bank Loan | (75,000,000) | |
Deutsche Bank loan repayment and extinguishment fees, including accrued but unpaid interest | (4,331,000) | |
Repayment of PGE loan | (302,000) | (177,000) |
Repurchase of shares from related party | (5,313,000) | |
Horizon loan repayment and extinguishment fees | (1,875,000) | |
Proceeds from issuance of notes payable, net of $2 issuance costs | 6,998,000 | |
Net Cash Provided by Financing Activities | 138,158,000 | 85,965,000 |
Effect of Foreign Currency Translation on Cash | (850,000) | (1,641,000) |
Net change in cash and cash equivalents and restricted cash and cash equivalents | 1,428,000 | 2,187,000 |
Cash and Cash Equivalents and Restricted Cash, beginning of year | 66,466,000 | 64,279,000 |
Cash and Cash Equivalents and Restricted Cash, end of year | 67,894,000 | 66,466,000 |
Cash paid for: | ||
Cash paid for interest | 6,508,000 | 6,392,000 |
Non-cash investing and financing activities: | ||
Exercise of Series E-3 Preferred stock warrants into Series E-3 convertible redeemable preferred stock | 408,000 | 3,213,000 |
Exercise of Series E-2 Preferred stock warrants into Series E-2 convertible redeemable preferred stock | 301,000 | |
Property and equipment unpaid at period end | 72,000 | |
Issuance of common stock to settle liability settlement | 1,099,000 | |
Receivable at period end from exercise of common stock options | 13,000 | |
Exercise of Series B preferred stock warrants into Series B convertible redeemable preferred stock | 240,000 | |
Conversion of convertible promissory notes and bridge Loans to common Stock | 89,136,000 | |
Issuance of Braemar stock transfer agreement (debt discount on Braemar Subordinated Promissory Note) | 1,498,000 | |
Warrant conversion to common stock due to Business Combination | 81,303,000 | |
Incremental guarantee commission owed to PGE Lender | 53,000 | |
Conversion of iHeart Media Note Payable to Common Stock | 388,000 | |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 64,294,000 | 62,516,000 |
Restricted cash included in current assets | 3,600,000 | 3,950,000 |
Total Cash, Cash Equivalents and Restricted Cash at the End of Year | $ 67,894,000 | $ 66,466,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt discount | $ 581 | |
Note Payable [Member] | ||
Payment of stock issuance costs | $ 2 | 2 |
Duetsche Bank [Member] | ||
Payment of stock issuance costs | 607 | |
Payment of debt issuance costs | 675 | |
Redeemable Convertible Preferred Stock [Member] | Series E Convertible Redeemable Preferred Stock [Member] | ||
Payment of stock issuance costs | $ 26 | $ 26 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Organization and Nature of Business InterPrivate II Acquisition Corp. (“InterPrivate II”) was a special purpose acquisition company formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On December 8, 2022 (the “Closing Date”), InterPrivate II completed the business combination (“Business Combination”) pursuant to the merger agreement dated May 11, 2022 (as amended, the “Merger Agreement”), by and among, InterPrivate II, TMPST Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of InterPrivate II (“First Merger Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of InterPrivate II (“Second Merger Sub”) and Getaround, Inc., a Delaware corporation (“Legacy Getaround”). Pursuant to the terms of the Merger Agreement, a business combination between InterPrivate II and Legacy Getaround was effected through the merger of First Merger Sub and Legacy Getaround, with Legacy Getaround emerging as the surviving company, followed by a merger between Legacy Getaround and Second Merger Sub, with Second Merger Sub emerging as the surviving company as a wholly owned subsidiary of InterPrivate II (See Note 3 - Business Combination). In connection with the finalization of the Business Combination, InterPrivate II changed its name to Getaround, Inc. (“Getaround” or the “Company”) and Second Merger Sub changed its name to Getaround Operations LLC. The Company, through its wholly owned subsidiary Getaround Operations LLC, is an online car rental service company headquartered in San Francisco, California. The Company provides peer-to-peer car‑sharing service powered by its proprietary technology, which allows car owners to earn income sharing their cars with pre-qualified drivers on the Company’s network. As of December 31, 2022, the Company operated globally in major U.S. cities and certain European markets, including France and Norway. Basis of Accounting The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption (See Note 2 - Recently Issued Accounting Standards Not Yet Adopted) reflect effective dates for the Company as an EGC with the extended transition period. Reverse Recapitalization Pursuant to the Merger Agreement, the merger between Second Merger Sub and Legacy Getaround was accounted for as a reverse recapitalization in accordance with US GAAP (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Getaround issuing stock for the net assets of InterPrivate II, accompanied by a recapitalization. The net assets of InterPrivate II are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Getaround was determined to be the accounting acquirer based on the following predominant factors: • Legacy Getaround’s existing stockholders have the greatest voting interest in the Company; • Legacy Getaround controls the majority of the new board of directors of the Company and, given the board of directors election and retention provisions, Legacy Getaround holds the ability to maintain control of the board of directors on a go-forward basis; and • Legacy Getaround’s senior management is the senior management of the Company. The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Legacy Getaround. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.32025 established in the Business Combination. Going Concern and Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had net loss of $ 136.1 million and $ 120.1 million for the years ended December 31, 2022 and 2021, respectively. Such losses primarily resulted from the costs incurred in the development of the Company’s technology platform, consumer products and sales and marketing to grow the Company’s user base. The Company expects operating losses and negative cash flows to continue for the foreseeable future as it continues to develop and promote its platform, as well as to grow its user base through new markets. As of December 31, 2022, and 2021, the Company had $ 64.3 million and $ 62.5 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors and the Company may need to use available capital resources and/or raise additional capital earlier than currently anticipated. Should the Company pursue additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Reclassifications and immaterial error correction When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation. These reclassifications were to: (i) present deposits, current collectively as prepaid expenses and other current assets and (ii) reclassification of certain captions within prepaid expenses and other current assets. The reclassifications had no impact on the Company’s financial condition or results of operations. The convertible promissory note fair value adjustment includes an out of period correction of an immaterial error corrected in the fourth quarter of 2022 related to the understatement of the change in fair value of the convertible notes payable of $ 8.6 million during the nine months ended September 30, 2022, of which $ 3.5 million relates to the six months ended June 30, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangibles and long-lived assets, valuation of deferred income tax assets, fair value of preferred stock warrants, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions that management believes are of high credit quality; however, at times, deposits may exceed the amount of insurance provided on such deposits, if any. The Company has not experienced any losses on its deposits since inception. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. SVB held $ 47.0 million and $ 3.6 million of the Company’s cash and cash equivalents and restricted cash, respectively, as of December 31, 2022. The Company’s full exposure was ultimately covered by the FDIC and no loss was incurred. As of December 31, 2022 and 2021, no single customer represented more than 10 % of accounts receivable, and during the years ended December 31, 2022 and 2021, no single customer represented more than 10 % of the Company’s total revenue. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022, and 2021, the Company’s cash equivalents consisted of money market accounts. Restricted Cash As of December 31, 2022 and 2021, restricted cash consists of fully collateralized letters of credit related to Legacy Getaround’s Drivy acquisition (see Note 5 – Contingent Compensation) and various lease agreements in the amount of $ 3.6 million and $ 4.0 million as of December 31, 2022 and 2021, respectively. The reduction in restricted cash balance is driven entirely by the settlement of liabilities that were collateralized by outstanding letters of credit. The remaining restricted cash balance is associated with lease agreements. Fair Value Measurements The Company measures fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 – This level consists of quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2 - This level consists of observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3 - This level consists of unobservable inputs that are used when little or no market data is available. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under specific customer agreements and/or contracts. The allowance for doubtful accounts is determined based upon a specific identification of balances, the collection of which, in management’s opinion, is doubtful. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance. Based upon the information available, management has reserved an allowance for doubtful accounts in the amount of $ 3.5 million and $ 6.9 million as of December 31, 2022 and 2021, respectively. Provision for bad debt, inclusive of the amount of the allowance for doubtful accounts, was $ 11.1 million and $ 9.9 million for the twelve months ended December 31, 2021 and 2021, respectively. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight‑line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated useful life Furniture and Fixtures 3 - 6 years Computer equipment 2 - 3 years Completed Connect Devices 2 years Vehicles 3 years Leasehold improvements Shorter of estimated useful life or lease term Expenditures for maintenance and repairs are charged to expense as incurred and major improvements and betterments that improve or extend the life of existing properties and equipment are capitalized. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from the accounts. Liabilities related to lease incentive obligations are amortized as lease expense over the term of the related lease. Goodwill and Other Intangible Assets Goodwill is the excess of costs over fair value of net assets of the business acquired. Goodwill and other intangible assets acquired that are determined to have an indefinite useful life are not amortized but are tested for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill or other intangible assets might be impaired. For goodwill, the Company performs impairment reviews by its single reporting unit. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. The quantitative approach compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. Based on Management’s analysis, a $ 23.3 million impairment charge was recorded in the year ended December 31, 2022 (See Note 9 - Goodwill and Intangible Assets, for a discussion of impairment charge). No impairment charges were recorded for the year ended December 31, 2021. Impairment of Long-Lived Assets Definite-lived intangible assets are acquired intangible assets and are recognized at the acquisition date fair value. Definite-lived intangible assets are reviewed for impairment under the long-lived asset model, described below. Amortization is recognized using the straight-line method over estimated useful lives of the assets of one to ten years . Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. On November 15, 2021, Legacy Getaround recognized an impairment to write-off the remaining net book value of the trade name and developed technology intangible assets that were acquired as part of the Company’s Nabobil acquisition in 2019. This impairment is related to the merging of the Company’s European platforms which will utilize Legacy Getaround’s legacy developed technology (See Note 9 – Goodwill and Intangible Assets, for a discussion of impairment of the trade name and developed technology intangible assets in connection with the acquisition of Legacy Getaround’s Nabobil). During the first quarter of 2021, Legacy Getaround recognized an impairment to write-off the remaining net book value of Legacy Getaround’s pilot project fleet vehicles as a result of the Company terminating its light electric vehicle pilot project in the Netherlands. (See Note 8 – Property and equipment, for a discussion of the recognition of an impairment of Legacy Getaround’s pilot project fleet vehicles). There were no impairments of long-lived assets or of definite-lived intangible assets for the year ended December 31, 2022. Accrued Host Payments and Insurance Fees Accrued host payments represent the portion of user rental fees earned but not remitted to vehicle owners as of the consolidated balance sheet date. Accrued insurance fees represent the portion of insurance fees collected on behalf of the insurance provider as of the consolidated balance sheet date, but not yet remitted to the insurance provider as of the consolidated balance sheet date. Vehicle owners typically earn 60 % to 70 % of rental fees. As of December 31, 2022, and 2021, accrued host payments and insurance fees were $ 11.8 million and $ 13.4 million, respectively. Fair Value Option for Convertible Debt The Company may elect to carry its convertible debt at fair value in accordance with ASC 825 - Financial Instruments, if otherwise not precluded by other applicable codification. This election is assessed on an instrument-by-instrument basis, at the inception of the instrument contract. For additional information on securities carried at fair value and fair value measurement please refer to Note 4 - Fair Value Measurement to our consolidated financial statements included herein. Revenue Recognition The Company derives substantially all of its revenue from its peer-to-peer carsharing marketplace platform that connects vehicle owners and renters through a lease arrangement. The Company also derives revenue from various subscriptions fees, which comprise of third-party vehicle owners on the platform utilizing the Company’s connect hardware (“Connect”) and sublease arrangement of designated parking spaces on a monthly basis to third-party vehicle owners. Under ASC 606, revenue is recognized when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the five-step model to contracts in accordance with ASC 606 - Revenue from contracts with customers. In doing so, the Company assesses whether it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer and utilizes the most likely amount method to estimate variable considerations that are a part of the contract price, but not known at the contract inception. Variable considerations are billed to the customer when and if incurred during the period under contract, and to the extent the Company is entitled to such fees under the contract. At the time of the billing, the amount of variable consideration is known and not subject to constraint or estimate based on the occurrence or non-occurrence of events. Additionally, in determining the price of each contract, the Company differentiates between the concepts of the price concessions and the credit risk. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Each component of revenue is recognized net of any incentives and other considerations given to customers. The Company excludes all sales tax from the transaction price. Service Revenue Service revenues are derived from rental fees collected by the Company from users who book and rent third-party vehicles through the Company’s platform at an agreed-upon rate. The user is charged for the rental at the time the vehicle reservation is made, or, in the case of a trip extension, at the time the extension is booked. Pursuant to the online Terms of Service, third-party vehicle owners agree that the Company retains the applicable service revenue as consideration for their use of the Company’s platform and certain additional charges that the Company may collect from renters on behalf of the owners for related post-booking activities performed by the Company to successfully consummate the rental. Hence, the Company’s primary performance obligation in the transaction is to facilitate the completion of a successful rental transaction between the third-party vehicle owner and the renter. The Company also may offer ancillary promises of distinct service depending on the region. Within the United States, the Company offers an automatic tolling feature on each third-party vehicle, which provides the renter with the convenience of using the electronic toll lane for automated payment at the renter’s discretion and charges a nominal amount in exchange per toll transaction. The automatic tolling feature is deemed to be a distinct performance obligation within the context of the primary rental service. Within Europe, the Company intermediates a sale of third-party insurance coverage on third-party owner vehicles to the renters during the booking process and charges a nominal amount in exchange for intermediating the sales transaction. Intermediary sale of insurance coverage is deemed to be a distinct performance obligation within the context of the primary rental service. Within the United States, insurance coverage is not deemed to be a distinct performance obligation and is included in the price of a trip. Service revenues for rental service are presented net of payments due to vehicle owners, as the Company acts as an agent in the arrangement between the third-party vehicle owner and the renter and does not control the asset or service provided by the vehicle owners to the renters. Similarly, the revenue related to either automated tolling feature or intermediary sale of insurance coverage is also reported on a net basis by only representing the portion of service revenue while excluding the payment collected for the toll or for the insurance coverage since the Company is not the primary obligor for controlling the accessibility to the passageway that requires tolls or for the underlying insurance coverage. The Company recognizes service revenue from these performance obligations on a straight‑line basis over the duration of the rental trip using the output method as its performance obligation is satisfied over time. The Company uses the output method based on rental hours or days, where revenue is calculated based on the percentage of total time elapsed in relation to total estimated rental period. In the event a user books a trip extension, at the time the extension is booked, the service revenue is recognized on a straight‑line basis over the duration of the extension period. Subscription Fees The Company receives subscription fees from third-party vehicle owners on the platform for the use of Connect hardware installed on their vehicles. Connect hardware subscription service contracts are on a month-to-month basis and are readily cancellable. Customers are billed monthly in advance of services being performed. Accordingly, the subscription fees are recognized over time during the month in which subscription services were rendered on a gross basis since the Company acts as a principal. Revenue from subscription fees has not been material for the periods presented and are considered as part of Service Revenue for disaggregation purposes. Lease Revenue The Company accounts for lease revenue earned from parking, vehicle rentals and rental-related activities wherein an arrangement involves the use of assets that are explicitly identified and conveys the right to use the specific assets under ASC 842, Leases. The Company has operating leases for parking spaces. Designated parking spaces are leased by the Company from various garage operators and municipalities within certain metropolitan markets and are made available for rental on a monthly subscription basis to third-party vehicle owners. The Company is solely responsible for paying parking costs to the garage operators regardless of whether the parking spaces are rented by third-party vehicle owners on the platform and accordingly recognizes parking lease revenue on a gross basis. Parking lease revenue includes direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. Stock-Based Compensation The Company measures compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant date fair value using an option-pricing model is affected by the Company’s estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. These variables include the Company’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, risk-free interest rate for the expected term of the award and expected dividends. Legacy Getaround’s awards were comprised of time-vesting and performance-vesting awards. Stock-based compensation for time-vesting awards and performance-vesting awards probable of being achieved are recognized on a straight-line basis over the requisite service period. These amounts are reduced by forfeitures as they occur. Costs and Expenses Cost of revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating the Company’s platform. Cost of revenue does not include depreciation and amortization. Cost of revenue (exclusive of amortization and depreciation) captures the costs directly related to and necessary for realization of transactions between the hosts and the guests through Company’s marketplace platform, other than the amortization of its platform technology. Sales and marketing expenses consist primarily of print and online digital advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of the Company’s salesforce and marketing teams. Operations and support expenses consist primarily of auto insurance, claims support, customer relationships, compensation and related expenses of operations personnel, driver’s license and identity checks, parking space lease expense, onboarding, and other operating costs. For the years ended December 31, 2022 and 2021, respectively, auto insurance costs were $ 2.3 million and $ 1.7 million, claims support costs were $ 18.9 million and $ 17.6 million, and compensation expenses were $ 15.2 million and $ 13.1 million. Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of the Company’s software, hardware, and user experience. Compensation expenses included in Technology and product development expenses were $ 22.9 million and $ 17.7 million for the years ended December 31, 2022 and 2021, respectively. Research and development expenses within the meaning of ASC 730-10-50-1 incurred in periods presented have not been material. General and administrative expenses consist primarily of office space and facilities, non-auto insurance, professional services, business tools and subscriptions, bad debt, and compensation and related personnel costs of the Company’s administrative teams. Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. Advertising Costs Advertising costs are charged to sales and marketing expenses when incurred. Advertising costs were $ 19.4 million and $ 10.9 million for the years ended December 31, 2022 and 2021, respectively. Income Taxes The Company is subject to taxation in the United States and various states and foreign jurisdictions, including the Netherlands, France, and Norway. The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes. Under this method, the tax provision includes taxes currently due plus the net change in deferred tax assets and liabilities. Deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from NOL and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refund received, as provided for under currently enacted tax law. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not expected to be realized. ASC 740 prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50 % likelihood of being sustained. As of December 31, 2022 and 2021, there were no uncertain tax positions that required accrual. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as a component of the provision for income taxes. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended December 31, 2022, and 2021. The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. Foreign Currency Translation The functional currencies of the Company’s foreign subsidiaries are their respective local currencies. The Company translates the assets and liabilities of each of its international subsidiaries into the U.S. dollar at the current rate of exchange in effect at the end of the accounting period and recorded as part of a separate component of stockholders’ deficit and reported in the consolidated statements of operations and comprehensive loss. Revenues and expenses are translated using a rate that approximates the average of those in effect during the period and reported in the consolidated statements of operations and comprehensive loss. The Company does not currently engage in any hedging activity to reduce its potential exposure to currency fluctuations. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients that entities can elect upon adoption (referred to collectively as “ASC 842”). ASC 842 introduces new requirements to increase transparency and comparability among organizations for leasing transactions for both lessees and lessors. The principle of ASC 842 is that a lessee recognizes assets and liabilities that arise from leases. Lessees need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability is equal to the present value of lease payments, and the right-of-use asset is equal to the lease liability, adjusted for other factors. For income statement purposes, ASC 842 requires leases to be classified as either operating or finance. Operating leases result in a straight-line expense pattern while finance leases result in a front-loaded expense pattern. Lessor accounting remains largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance. The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective transition approach and elected to apply the new guidance at the adoption date without adjusting comparative periods presented. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, the Company elected to apply the package of transition practical expedients, which allows the Company not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In transition, the Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. The adoption of ASC 842 resulted in the recognition of a new right-of-use assets and lease liabilities on the balance sheet for all operating leases. For the period ended December 31, 2021, the short-term and long-term deferred rent and lease incentive obligation liabilities were $ 0.6 million and $ 6.7 million, respectively. As a result of the Company’s adoption on January 1, 2022, the Company recorded operating right-of-use assets of $ 14.3 million including an offsetting deferred rent and lease incentives of $ 7.0 million and prepaid rent of $ 0.3 million, along with associated operating lease liabilities of $ 21.3 million. Additional disclosures required by this standard have been included in Note 13 - Leases. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2022 , which did no t have a material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The Company adopted ASU 2021-04 effective January 1, 2022 , which did no t have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) . This ASU amends guidance on reporting credit losses for assets held at amortized cost and available for sale debt securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. ASU 2016-13 is effective for the Company as of January 1, 2023 and early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815‑40) . The amendments in the ASU remove certain separation models for convertible debt instruments and convertible redeemable preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU is effective fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. Adoption is not currently expected to have a material impact on the Company’s financial statements. There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1, on December 8, 2022, the Company consummated the Merger Agreement dated May 11, 2022 , with Legacy Getaround surviving the merger as a wholly owned subsidiary of the Company. The aggregate consideration for the Business Combination was approximately $ 672 million, consisting of 67,200,526 shares of common stock at $ 10.00 per share. The common stock consideration consists of: (1) 40,293,530 shares of Legacy Getaround convertible redeemable preferred stock, (2) 26,906,996 shares of Legacy Getaround common stock, including shares issuable in respect of warrants and convertible promissory notes (including the 2021 Bridge Note holders). In addition to the consideration for Legacy Getaround equity holders, holders of the Getaround 2022 Bridge Notes received 5,400,542 shares of common stock and holders of the Mudrick Convertible Notes received 266,156 shares of common stock. Pursuant to the Merger Agreement, 9,000,000 Bonus Shares were distributed pro rata to non-redeeming Public Stockholders of InterPrivate II. In addition, 57,358 Bonus Shares were distributed to EarlyBirdCapital, Inc. (one of the underwriters in InterPrivate II’s initial public offering), an aggregate of 34,412 Bonus Shares were distributed to the former independent directors of InterPrivate II who each held Founder Shares and 1,908,230 Bonus Shares were distributed to InterPrivate Acquisition Management II LLC (the “Sponsor”). The allocation of Bonus Shares to InterPrivate II Public Stockholders was designed to minimize redemptions, however, the shares held by EarlyBirdCapital, Inc., the former independent directors of InterPrivate II, and the Sponsor were not subject to redemption, thus the Bonus Shares allocated to these holders is presumed to be non-cash compensation to close the Business Combination. The Company recognized approximately $ 17.6 million in expense within Transaction costs on the consolidated statement of operations. In connection with the Business Combination, Legacy Getaround incurred direct transaction costs of $ 9.2 million, consisting primarily of legal, accounting and other professional fees. The Company paid approximately $ 24.4 million for obligations of InterPrivate II that existed prior to close that were incurred as part of the Business Combination. Pursuant to the Merger Agreement, following the closing of the transaction, Legacy Getaround stockholders and holders of the 2021 Bridge Notes will be entitled to receive an additional aggregate 34,000,000 Earnout Shares upon the satisfaction of certain stock price performance conditions following the closing date of the transaction and expiring on the seventh anniversary of the closing date. The Earnout Shares are accounted for as equity classified equity instruments at initial issuance and recorded in additional paid-in capital on the Company’s consolidated balance sheet. Until the shares are issued and released, the Earnout Shares are not included in shares outstanding. As of the date of the Business Combination, the Earnout Shares had a fair value of approximately $ 270.2 million. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | 4. Fair Value Measurements The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, convertible promissory notes, warrant commitment liability, and warrant liability. The recorded carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The balances outstanding under the notes payable agreements are considered to approximate their estimated fair values as the interest rates approximate market rates. Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash equivalents, convertible promissory notes, Mudrick Convertible Notes, redeemable convertible preferred stock warrant liability, common stock warrant liability, private warrant liability, and warrant commitment liability. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined 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. The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands) : Fair Value Measurement December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 38 $ — $ — Liabilities: Warrant liability $ — $ — $ ( 247 ) Warrant commitment liability — — ( 320 ) Mudrick convertible notes — — ( 56,743 ) Fair Value Measurement December 31, 2021 Level 1 Level 2 Level 3 Assets: Money market account $ 4,519 $ — $ — Liabilities: Redeemable convertible preferred stock warrant liability $ — $ — $ ( 48,167 ) Common stock warrant liability — — ( 337 ) Convertible Promissory Notes — — ( 34,803 ) Warrants Upon closing the Business Combination, the Company recognized a $ 0.9 million liability for its private warrants and a corresponding non-cash reduction of additional paid-in capital for the same amount (See Note 18 – Warrants). Additionally, in connection with the Business Combination, the Company’s redeemable convertible preferred and common stock warrants were net cashless exercised for Getaround common stock (See Note 18 – Warrants). In conjunction with the Mudrick Convertible Note issuance, the Company is obligated to issue warrants within 100 trading days following the Business Combination (See Note 12 – Notes Payable and Note 18 - Warrants). As the Company had not issued the warrants as of December 31, 2022, the Company recorded a warrant commitment liability on the consolidated balance sheet. The Company measures its warrant commitment liability, redeemable convertible preferred stock warrants, private warrant liability, and common stock warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the warrant commitment liability, redeemable convertible preferred stock warrants, private warrants, and common stock warrants related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment within the consolidated statements of operations and comprehensive loss. The fair value of the private warrant liability, as of December 31, 2022, was estimated using a combination of stock market price and a Monte Carlo simulation model. The significant unobservable input for the Monte Carlo model is the volatility. An increase or decrease in the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, this or other inputs may have a more significant impact on the estimated fair value. The fair value of warrant commitment liability will be adjusted upward or downward to reflect the volume weighted average price (VWAP) of equivalent Public warrants during the 90 trading days following the closing date, subject to a maximum upward or downward adjustment of $ 0.75 per convertible note warrant. The Company calculated the estimated fair value of the warrant commitment liability and private warrants as of December 31, 2022 using the following assumptions: 2022 Stock price $ 0.65 Exercise price $ 11.50 Risk-free interest rate 3.96 % Time to expiration (years) 4.94 Expected volatility 70.70 % Fair value per warrant $ 0.05 The Company calculated the estimated fair value of its convertible redeemable preferred and common stock warrants as of December 31, 2021 using the following assumptions: 2021 Expected volatility (%) 66.9 - 82.7 Risk-free interest rate (%) 0.2 – 1.5 Expected dividend yield (%) — Expected term (years) 0.5 – 9.1 The following table presents changes in the Level 3 liabilities measured at fair value for the years ended December 31, 2022 and 2021, respectively (in thousands): Year ended December 31, 2022 Warrant commitment liability Redeemable convertible preferred stock warrants Private Warrants Common Balance (beginning of period) $ — $ 48,167 $ — 337 Additions 1,365 — 900 0 Fair value measurement adjustments ( 1,045 ) 33,183 ( 653 ) 265 Exercised — ( 81,350 ) — ( 602 ) Balance (end of period) $ 320 $ — $ 247 $ — Year ended Redeemable convertible preferred stock warrants Common Balance (beginning of period) $ 35,473 $ 277 Additions 916 — Fair Value Measurement Adjustments 15,293 60 Exercised ( 3,515 ) — Balance (end of period) $ 48,167 $ 337 During the years ended December 31, 2022 and 2021, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities that are measured at fair value. Convertible Notes Payable The Company measures its convertible promissory notes at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible promissory notes related to updated assumptions and estimates were recognized as a convertible promissory note fair value adjustment within the consolidated statements of operations and comprehensive loss. Upon consummation of the Business Combination, the conversion feature based upon a business combination was triggered for the 2021 Convertible Promissory Notes and 2022 Bridge Loans (as defined in Note 12 - Notes Payable) causing a conversion of the $ 29.4 million and $ 37.5 million outstanding principal amounts, respectively, of these notes into equity securities at a specified price. The 2021 Convertible Promissory Notes and 2022 Bridge Notes noteholders received 3,467,402 and 5,400,542 shares of Class A Common Stock, respectively, as result of the conversion. In determining the fair value of the Mudrick Convertible Notes as of December 31, 2022, the Company used a Monte Carlo simulation or a scenario-based method. The valuation method utilized a negotiated discount rate as an unobservable input for the market yield. An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of the Mudrick Convertible Note as of December 31, 2022 using the following assumptions: Mudrick Convertible Note Issuance date 12/8/2022 Maturity date 12/8/2027 Interest rate (PIK) 9.50 % Expected volatility factor 95.23 % Risk-free interest rate 4.00 % Estimated market yield 30.00 % The Company measured its 2021 convertible promissory notes at fair value, as of December 31, 2021. In determining the fair value of the 2021 convertible promissory notes, the Company applied the probability-weighted expected return method (PWERM). The PWERM determines the value of an instrument based upon an analysis of future values for the potential instrument payouts under different future outcomes. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument holders, and the rights of each security. Utilizing the PWERM, the Company assessed the probability that the convertible promissory notes would be converted to common stock as a result of a Qualified Financing or through the consummation of a SPAC transaction, weighted with a probability of 75 % and 25 %, respectively. Additional inputs used in applying the PWERM were: (i) the expected timing of the conversion, ii) the amount subject to equity conversion, the sum of the notes’ principal and unpaid accrued interest, (iii) the contractual conversion price adjustment, and (iv) the discount rate, based on considerations of the comparable cost of capital for private mezzanine debt investments, and current market yields for the corporate bonds of a similar risk profile. As of December 31, 2021, the if-converted value of the notes exceeds the principal by $ 7,394,000 if converted by a qualified financing and by $ 5,236,000 if converted by a qualified SPAC transaction. An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of convertible promissory notes as of December 31, 2021 using the following assumptions: December 31, 2021 Contractual conversion price adjustment (%) 80.0 % - 85.0 % Discount rate 11.9 % Expected term (years) 0.3 – 0.5 The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended December 31, 2022 and December 31, 2021 respectively (in thousands): Year ended December 31, 2022 2021 Convertible promissory notes 2022 bridge loans Mudrick Convertible Notes Balance (beginning of period) $ 34,803 $ — $ — Additions — 37,539 166,039 Fair value measurement adjustments 6,700 10,094 ( 109,296 ) Converted ( 41,503 ) ( 47,633 ) — Balance (end of period) $ — $ — $ 56,743 Year ended 2021 Convertible Balance (beginning of period) $ — Additions 29,420 Fair value measurement adjustments 5,383 Exercised — Balance (end of period) $ 34,803 |
Contingent Compensation
Contingent Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Contingent Compensation [Abstract] | |
Contingent Compensation | 5. Contingent Compensation In April 2019, the Company entered into an agreement to purchase 100 % of the outstanding shares of Drivy SAS ("Drivy") for total consideration of $ 155.6 million, of which $ 99.3 million was paid in cash and $ 56.3 million was paid in the Company’s common stock. The transaction was collateralized by a $ 10.0 million letter of credit presented under restricted cash on the Company’s consolidated balance sheets. Drivy is a car-sharing service provider in Europe and is headquartered in Paris, France, with subsidiaries in Germany, Spain, Belgium, Austria and the United Kingdom. The purpose of the acquisition was to establish an international presence in the car-sharing industry. As of the acquisition date, the Company owned approximately 81 % of the stock of Drivy. The remaining 19 % was held by employees and the Company has a put and call option structure in place that permits it to acquire these shares in approximately equal annual tranches over the course of three years from the acquisition date. At the time of the acquisition, approximately 58 % of the remaining 19% of Drivy’s shares with associated put and call options were to be settled in cash, and 42 % were to be settled in the Company’s common stock. On the basis the holder of the shares remains in employment with the Company, the holder has the option to cause the Company to purchase for cash or exchange for Getaround shares the proportionate number of the outstanding Drivy shares, at each anniversary. The amount payable in cash and number of the Company’s common shares to be issued are fixed. The total number of the Company’s common shares expected to be issued in settlement of this put and call option was 935,005 in exchange for 37,971 Drivy shares as of the acquisition date. Should the holder of the shares decide to leave the Company before the third anniversary of the acquisition, or if the holder is dismissed from the Company for cause, the Company can cause the holder of the shares to sell or exchange the remaining outstanding shares at their par value of euro 0.01 per share, as opposed to the agreed upon acquisition price per share. Similarly, under such circumstances, the holder could still exercise the put option, but their remaining outstanding shares will be sold or exchanged at their par value of euro 0.01 per share. Because this put and call option structure gives rise to both an option and an obligation of the Company to purchase the remaining 19 % of the outstanding shares of Drivy as of the acquisition date, and because the put and call option structure is considered contingent compensation dependent upon continuous employment, the Company records compensation expense and a corresponding liability as the underlying employee services are performed, and does not present any non-controlling interest in the consolidated financial statements. The contingent compensation liability related to the put and call options, which is remeasured each reporting period, is presented in other accrued liabilities in the amount of $ 44 thousand and $ 5.1 million as of December 31, 2022 and December 31, 2021, respectively (See Note 10 - Other Accrued Liabilities, for a discussion of contingent compensation liability remeasurement in connection with the put and call options). In June 2022, 935,005 shares of common stock were issued to settle the outstanding contingent compensation liability associated with the put and call options structure related to the acquisition of Drivy in April 2019. As of December 31, 2022 the remaining liability balance of $ 44 thousand is to be settled in cash. The expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss, was as follows (in thousands: Year ended Year ended Sales and marketing $ 26 $ 135 Operations and support 31 165 Technology and product development 74 340 General and administrative 1,049 10,649 Total $ 1,180 $ 11,289 During the year ended December 31, 2021, the Company terminated one of the key Drivy employees which gave rise to the acceleration of the payouts based on the put and call option agreements. As the Company terminated the employee without cause, the employee became immediately entitled to the full contractual compensation that would have, otherwise, been contingent upon their future employment. Entirety of the cash payable compensation in the amount of $ 12.2 million was paid out during 2021. The employee elected to defer share exchange to the end of the contractual term in 2022. The following table details the amounts accrued as components of short-term and long-term liability as of December 31, 2022 and December 31, 2021 related to the put call option agreement (in thousands): Other Accrued Liabilities Other Long-Term Liabilities Beginning balance as of January 1, 2021 $ 7,078 $ 1,963 Additions 13,839 — Payments ( 14,280 ) ( 963 ) Changes in fair value for share settled liability ( 2,550 ) — Reclassification from Long term to Short term 1,000 ( 1,000 ) Ending balance as of December 31, 2021 $ 5,087 — Additions 158 — Payments ( 1,581 ) — Settlements through issuance of common stock ( 4,642 ) — Changes in fair value for share settled liability 1,022 — Ending balance $ 44 $ — |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 6. Revenue The following table present Company’s revenues disaggregated by geography (in thousands): Year ended Year ended Service revenue: United States $ 34,869 $ 37,413 Europe 23,239 23,707 Total service revenue 58,108 61,120 Lease revenue: United States $ 859 $ 1,218 Europe 488 729 Total lease revenue 1,347 1,947 Total Revenue $ 59,455 $ 63,067 Contract Balances Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. The Company’s contract assets as of December 31, 2022 and 2021 in the amount of $ 0.6 million and $ 0.7 million, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are typically invoiced within a month of recognition. The Company’s contract assets as of January 1, 2022 and 2021 amounted to $ 0.7 million and $ 0.5 million, respectively. Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of December 31, 2022 and 2021 in the amount of $ 0.7 million and $ 0.3 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2021 and 2020 contract liabilities were recognized during the years ended December 31, 2022 and 2021, respectively. The Company’s contract liabilities as of January 1, 2022 and 2021 amounted to $ 0.3 million and $ 0.5 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 December 31, 2021 Consulting $ 1,802 $ 27 Insurance 713 644 Subscriptions 694 1,061 Contract assets 601 681 Compensation 284 120 Sales tax 284 1,440 Advertising services 116 699 Other 1,590 1,218 Prepaid Expenses and Other Current Assets $ 6,084 $ 5,890 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): December 31, 2022 December 31, 2021 Computer equipment $ 1,089 $ 841 Vehicles and vehicle equipment 3,677 1,457 Office equipment and furniture 1,249 1,253 Leasehold improvements 11,530 11,534 Less: accumulated depreciation and amortization ( 7,094 ) ( 4,354 ) Property and Equipment, Net $ 10,451 $ 10,731 Depreciation expense was $ 2.3 million and $ 2.5 million for the years ended December 31, 2022 and 2021, respectively. During the first quarter of 2021, Getaround recognized an impairment of $ 0.4 million within Depreciation and amortization on the consolidated statement of operations to write off the unused property and equipment. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill were as follows (in thousands): Year ended Year ended Beginning Balance $ 122,805 $ 132,307 Foreign currency translation ( 6,808 ) ( 9,502 ) Impairment ( 23,269 ) — Ending Balance $ 92,728 $ 122,805 Impairment of Goodwill During the year ended December 31, 2022, the Company identified indicators of impairment related to goodwill due to the significant decline in the Company’s stock price. The Company’s stock price had rapidly declined during the fourth quarter, which was not consistent or was significantly worse than the performance of its peers and the market as a whole. Management concluded that, given the sustained decrease in its stock price, it was more likely than not that the Company’s fair value was less than its carrying amount on December 31, 2022. Accordingly, the Company performed the quantitative impairment test by estimating the Company’s fair value using a market-based approach, using Level 3 inputs such as comparable companies’ market multiples and next fiscal year revenue projections. Based on the comparison of the Company’s weighted estimated fair value to its carrying amount, a $ 23.3 million goodwill impairment charge was recorded during the year ended December 31, 2022. There was no goodwill impairment in the year ended December 31, 2021. Intangibles Assets, net The detail of intangible assets is as follows (in thousands): December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (Years) Developed technology $ 11,407 $ ( 8,365 ) $ 3,042 1.3 Customer relationships 31,124 ( 24,238 ) 6,886 1.3 Trade names 314 ( 314 ) — — Capitalized software costs - work in progress ("WIP") 1,100 — 1,100 N/A Total $ 43,945 $ ( 32,917 ) $ 11,028 1.3 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (Years) Developed technology $ 12,043 $ ( 6,423 ) $ 5,620 2.3 Customer relationships 32,932 ( 19,698 ) 13,234 2.2 Trade names and other 331 ( 331 ) — - Total intangibles $ 45,306 $ ( 26,452 ) $ 18,854 2.2 Amortization expense was $ 7.8 million and $ 9.5 million for the years ended December 31, 2022 and 2021, respectively. Expected future amortization expense for intangible assets as of December 31, 2022 is as follows (in thousands) : Year ended December 31, 2023 $ 7,446 2024 2,482 2025 — 2026 — Thereafter 1,100 Total $ 11,028 On November 15, 2021, Getaround recognized an impairment of $ 0.5 million within Depreciation and amortization on the consolidated statement of operations to write off the remaining net book value of the trade name and developed technology intangible assets that were acquired as part of the Company’s Nabobil acquisition in 2019. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | 10. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): December 31, 2022 December 31, 2021 Claims payable $ 9,511 $ 8,132 Compensation 3,400 9,176 Professional services 4,162 2,342 Lease incentive obligation — 606 Deferred rent — 37 Insurance 350 362 Vehicle leases 665 744 Sales and other tax 16,192 3,040 Other 3,080 2,952 Other Accrued Liabilities $ 37,360 $ 27,391 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Long-Term Liabilities | 11. Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2022 December 31, 2021 Deferred rent $ — $ 2,725 Lease incentive obligation — 3,936 Other — 190 Other Long-Term Liabilities $ — $ 6,851 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 12. Notes Payable Convertible Notes Payable iHeart Media Note Payable In April 2018, the Company entered into an advertising agreement with a media company whereby the media company will provide advertising services to the Company and the Company will pay for these services through a combination of convertible notes and cash. Interest is accrued monthly on the notes at a rate of 1.5 % per annum and increases to 8.0 % in the event of default until the maturity date of five years from issuance date of the notes. The notes are convertible in the event of the Company receiving proceeds of $ 50.0 million or more in a sale of equity securities (a Qualified Financing) subsequent to April 1, 2019, upon the consummation of a qualified public offering of securities, or if the Company elects to convert the notes into shares issued in the next round of financing that did not constitute a Qualified Financing. In the event that there was a next round of financing that did not constitute a Qualified Financing, the notes will automatically convert into those shares at maturity. The number of shares to be issued in the event of conversion is determined based on the price per share of the respective event based on the fixed amount of the note. In the event there is no subsequent round of financing, the notes would become due and payable. In April 2018, the Company issued two convertible notes for a total amount of $ 1.5 million under the agreement noted above. These notes were considered to be the Initial Promotion Commitment Tranche of the Minimum Commitment Tranche of $ 3.5 million. At the same time, the Company made a cash payment of $ 0.6 million. The entire Minimum Commitment Tranche and cash payment was initially recorded as a prepaid balance for advertising services included within prepaid expenses and other current assets. As advertising services are provided by the media company, they are recorded against the prepaid balance. At the issuance of the convertible note, a debt discount of $ 49 thousand was recorded and will be amortized over the contractual life of the convertible note. During 2020 the debt discount was fully amortized and an expense of $ 33 thousand was recognized. For the years ended December 31, 2022 and 2021, $ 5 thousand and $ 6 thousand of interest expense was recognized respectively. Within 18 months from the effective date, the Company is obligated to issue another $ 2.0 million in convertible notes and $ 0.5 million cash payment covering advertising services, the Additional Promotion Commitment Tranche. The Additional Promotion Commitment Tranche combined with the Initial Promotion Commitment Tranche comprise the total Minimum Commitment Tranche of $ 3.5 million. These notes will be issued with the same terms as the previously issued convertible notes. As there was a legal obligation to issue the convertible notes and cash payment related to the Additional Promotion Commitment Tranche, a convertible note payable and a corresponding prepaid balance for advertising services were recorded on issuance of the Initial Promotion Commitment Tranche. Additionally, the Company is entitled to, but not obligated to, issue Notes totaling to $ 11.5 million in principal (Maximum Additional Promotion Commitment Amount) followed by an additional amount of at least 22.5 % of that value in cash. In June 2019, the Company issued another convertible note for a total amount of $ 1.5 million, in connection with the Minimum Commitment Tranche followed by an additional $ 0.5 million in cash. In July 2019, the Company issued an additional convertible note for a total amount of $ 0.4 million, in connection with the Minimum Commitment Tranche. As of December 31, 2022 and 2021, the Company had a remaining contractual debt balance of $ 0.1 million, related to the Minimum Commitment Tranche, which is a separate legal obligation from the convertible notes discussed above. As of December 31, 2021 the Company has used $ 3.3 million in advertising services. The notes had subordinate status to the Deutsche Bank Loan entered into during October 2021. In December 2019, in accordance with the original terms, convertible notes amounting to $ 1.1 million and the applicable $ 16 thousand of interest were converted into 36,098 shares of Company’s Series D Preferred Stock. In October 2020, in accordance with the original terms, convertible notes amounting to $ 2.0 million and the applicable $ 54 thousand of interest were converted into 169,156 shares of Company’s Series E Preferred Stock. In connection with the Business Combination on December 8, 2022, in accordance with the original terms, convertible notes amounting to $ 0.4 million and the applicable $ 12 thousand of interest were first converted into 32,329 shares of Legacy Getaround’s Series E Preferred Stock, which in turn were exchanged for 32,329 shares of the Company’s common stock. The notes had subordinate status to the Deutsche Bank Loan entered into during October 2021. Subordinated Convertible Promissory Notes Financing (“Convertible Promissory Notes”) In May 2021, the Company issued subordinated convertible promissory notes (“2021 Convertible Promissory Notes”) to various counterparties for principal amount of $ 29.4 million. The notes mature November 2023 and accrue interest at a rate of 0.12 % per annum, compounded annually. The Company has the right to issue subordinated convertible promissory notes with the counter parties up to a principal amount of $ 50.0 million. The counterparties had subordinate status to the Deutsche Bank Loan entered into during October 2021. The notes contain contractually defined conversion features based off the achievement of a qualified financing or consummation of a SPAC Transaction, as defined within the agreement. At which time, the outstanding principal and accrued interest into shares of common stock, at a conversion price equal to the value of each share of common stock in the qualified financing or SPAC Transaction multiplied by 80 % or 85 %, respectively. The conversion occurred pursuant to the original terms upon completion of the Business Combination on December 8, 2022 (See Note 3 – Business Combination and Recapitalization for a discussion of Convertible promissory note in connection with the completion terms of conversion). The convertible notes were converted into 3,467,402 shares of the Company’s common stock in accordance with the original terms. During 2022 and through conversion, the Company recorded a fair value market adjustment of $ 6.7 million which is recognized within Convertible Promissory Note Fair Value Adjustment within the consolidated statement of operations for the year-ended December 31, 2022. For the years ended December 31, 2022 and December 31, 2021 no interest expense was separately recognized as the accrued interest is factored into the fair value of the notes. Bridge Loans During 2022, the Company issued a total of $ 38.1 million in subordinated convertible promissory notes (“Bridge Loans”) to multiple parties. The Bridge Loans mature on May 1, 2024 and accrue interest at 1.85 % per annum. The Company has the right to issue subordinated convertible promissory notes with the counterparties up to a principal amount of $ 50.0 million. The counterparties had subordinate status to the Deutsche Bank Loan entered into during October 2021. In the event of the consummation of a qualified financing, qualified initial public offering, or special purpose acquisition company transaction, the Bridge Loans will convert at a conversion price equal to 70 % of the price paid per share under the respective conversion scenario. In the event of a liquidation transaction, the Bridge Loans will convert into the right to receive payment in cash equal to any unpaid accrued interest on the note plus the outstanding principal balance multiplied by 1.5 plus any unpaid costs and expenses in connection with the agreement. The conversion occurred pursuant to the original terms upon completion of the Business Combination on December 8, 2022 (See Note 3 – Business Combination and Recapitalization for a discussion of Convertible promissory note in connection with the completion terms of conversion). The convertible notes were converted into 5,400,542 shares of the Company’s common stock in accordance with the original terms. During 2022 and through conversion, the Company recorded a fair-value market adjustment of $ 10.1 million which is recognized within Convertible Promissory Note Fair Value Adjustment within the consolidated statement of operations for the year-ended December 31, 2022. For the year ended December 31, 2022, no interest expense was separately recognized for the Bridge Loans held at fair value as the accrued interest is factored into the fair value of the notes. Mudrick Convertible Notes In connection with the Business Combination in December 2022, pursuant to the convertible note subscription agreement, dated May 11, 2022, as amended December 8, 2022, by and among InterPrivate II and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (“noteholders”), the Company issued $ 175 million of senior secured convertible notes (“Mudrick Convertible Notes”). The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023 , at a rate of 8.00 % per annum (if paid in cash) or 9.50 % per annum (if paid in-kind) . Upon the occurrence, and during the continuation, of an event of default, an additional 2.00 % will be added to the stated interest rate. The Mudrick Convertible Notes will mature on December 8, 2027, unless earlier converted, redeemed or repurchased. The Mudrick Convertible Notes are convertible at the option of the noteholders at any time until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Mudrick Convertible Notes will be settled in shares of Class A common stock. The initial conversion rate of the Mudrick Convertible Notes is 86.96 shares of Getaround common stock per $ 1,000 principal amount of Mudrick Convertible Notes, which is equivalent to an initial conversion price of approximately $ 11.50 per share. The initial conversion price is subject to a downward adjustment to 115 % of the average daily volume-weighted average trading price (“VWAP”) of Getaround common stock for the 90 trading days after the closing date, subject to a minimum conversion price of $ 9.21 per share. The conversion price is subject to further adjustments including adjustments in connection with certain issuances or deemed issuances of Class A common stock at a price less than the then-effective conversion price, at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Mudrick Convertible Notes. The Mudrick Convertible Notes are redeemable at any time by the Company, in whole but not in part, for cash, at par plus accrued and unpaid interest to, but excluding, the redemption date, plus certain make-whole premiums. The indenture governing the Mudrick Convertible Notes includes restrictive covenants that, among other things, limit the ability of the Company to incur additional debt, make restricted payments and limit the ability of the Company to incur liens, in addition to a covenant to maintain a consolidated cash and cash equivalents balance in excess of $ 10.0 million. The indenture also contains customary events of default. In connection with the execution of the convertible note subscription agreement, the Company agreed to issue to the noteholders, within 100 trading days following the closing date, warrants in substantially the same form as previously issued public warrants, to purchase 2,800,000 shares of the Company’s common stock at an exercise price of $ 11.50 (Convertible Notes Warrants). The warrants will be exercisable for shares of the Company’s common stock having an aggregate value equal to $ 3.5 million, based upon a value of $ 1.25 per Convertible Notes Warrant. The value of the Convertible Notes Warrants will be adjusted upward or downward to reflect the VWAP reported by Bloomberg LP (subject to customary proportionate adjustments affecting the outstanding shares of the Company’s common stock) of the equivalent Public Warrants during the 90 trading days following the closing date, subject to a maximum upward or downward adjustment of $ 0.75 per Convertible Notes Warrant. As a result of the adjustment, the minimum and maximum number of Convertible Notes Warrants that the Company is obligated to issue is 1,750,000 and 7,000,000 , respectively. The Company has the right to pay cash in lieu of issuing the Convertible Notes Warrants, provided that such cash amount will be equal to $ 3.5 million. As the Company had not issued the Convertible Notes Warrants as of the Business Combination and December 31, 2022, the Company recorded a warrant commitment liability on the Company’s consolidated balance sheets. On May 4, 2023, the Company issued 7,000,000 warrants, (See Note 22 – Subsequent Events). Additionally, 266,156 shares of common stock were issued to Mudrick entities as Equitable Adjustment Shares in pursuant to the convertible note subscription agreement. In exchange for the issuance of the Mudrick Convertible Notes, Equitable Adjustment Shares and Commitment to issue warrants, the Company agreed to pay a backstop fee of $ 5.2 million through a reduction of proceeds. The net proceeds from the issuance of the Mudrick Convertible Notes, Equitable Adjustment Shares and warrant commitment liability were $ 169.8 million. Upon the occurrence of a fundamental change (such as a person or group obtaining a controlling interest in the Company, sale of substantially all of the Company’s asset, liquidation of the Company, or ceasing to be listed on The New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market), subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of the Mudrick Convertible Notes in principal amounts of $ 1,000 or an integral multiple thereof, at a fundamental change repurchase price equal to the principal amount of the Mudrick Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date. On June 23, 2023, the Company received written notice from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 . As of August 23, 2023, the cure period for such default expired and the Company had not yet filed its Form 10-K. In lieu of acceleration of the repayment obligation as a result of such event of default, the Company elected to pay additional interest on the notes at a rate per annum equal to (a) one quarter of one percent ( 0.25 %) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent ( 0.50 %) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent ( 0.50 %). Following such elections, the convertible notes will be subject to acceleration from, and including, the one hundred and eighty first (181st) calendar day on which such event of default has occurred and is continuing or if the Company fails to pay any accrued and unpaid special interest when due. Special interest will cease to accrue from, and including, the earlier of (x) the date such event of default is cured or waived and (y) such one hundred and eighty first (181st) calendar day (See Note 22 – Subsequent Events for further discussion). The Mudrick Convertible Notes were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note Fair Value Adjustment within the income statement (See Note 4 - Fair Value Measurements for a discussion of fair value accounting in connection with the Mudrick Convertible Notes). The Company’s convertible notes payable balance was as follows (in thousands) : December 31, 2022 December 31, 2021 iHeart Convertible Note $ 99 $ 474 2021 Convertible Promissory Notes measured at fair value — 34,803 Mudrick Convertible Notes measured at fair value 56,743 — Total Convertible Notes Payable $ 56,842 $ 35,277 Notes Payable Horizon Loan In November 2020, the Company entered into a loan agreement with a lender for a $ 18.0 million note payable. The note provides for two additional draw amounts of $ 3.5 million each, with a total possible note balance of $ 25.0 million. On February 28, 2021, the Company drew upon both additional draw amounts for total principal of $ 7.0 million. In connection with the loan transaction, in 2020 the Company issued a warrant to purchase up to 208,498 shares of the Company’s common stock for $ 1.16 per share for an initial value of approximately $ 0.2 million. The warrant was classified as a liability instrument. In connection with the Business Combination, the warrants were converted into 107,724 Series E warrants and were exercised on a cashless basis resulting in the issuance of 107,724 shares of the Company’s common stock. The note payable originally matured on December 1, 2024 with the Company making monthly interest-only payments at a rate of 10.5 % on the outstanding principal amount of the note until January 1, 2023, at which point monthly principal payments of $ 1.0 million would be due through the end of loan term. An additional one-time final payment of $ 1.1 million is due on December 1, 2024 in addition to the recurring interest and principal payments. The note had an effective interest rate of 13.88 %. The loan contained covenants the Company must maintain related to minimum quarterly net revenue and maximum quarterly operating losses/minimum quarterly profit. For the year ended December 31, 2021, $ 4.1 million of interest expense was recognized and the debt discount was amortized by $ 0.8 million. As a result of early repayment on the note, the interest expense for the year ended December 31, 2021 included $ 1.1 million of final payment fees and $ 0.8 million of early repayment fees and the debt discount amortized included $ 0.6 million to write off the remaining unamortized debt discount at the time of repayment. On October 8, 2021 , the Horizon Loan was paid off and refinanced with the Deutsche Bank Loan, discussed below. Deutsche Bank Loan In October 2021, the Company entered into a loan agreement for a $ 75.0 million note payable, with Deutsche Bank as the lead arranger. The Company used a portion of the proceeds to pay off the outstanding Horizon Loan principal of $ 25.0 million along with related early repayment fees of $ 1.9 million. The note originally matured on October 7, 2023 with the Company making monthly interest-only payments at a rate of 10 % per annum for the first twelve months, 11 % per annum during the next six months, and 12 % per annum for the remaining term of the note until the maturity date, at which point the principal is to be paid in full along with a final payment fee of $ 3.4 million. The Company pledged as collateral all intellectual property held in the US, which has no book value, and the Company’s equity interests of its subsidiaries. The Company capitalized $ 0.6 million in issuance costs and recorded a debt discount of $ 0.7 million in connection with the note. The loan agreement requires mandatory repayments if either 1) an acceptable SPAC transaction or acceptable Primary Equity Issuance with a valuation of the Company’s equity interests of at least $ 1.0 billion isn’t consummated on or prior to September 30, 2022 or 2) if the last twelve months (“LTM”) Net Revenue is below a certain threshold. Upon either event, the Company is required to repay 4.17 % of the principal amount outstanding as of the date of the breach payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial breach will not alter the monthly mandatory repayment obligation. Further, the loan agreement also requires mandatory repayment if after entering into the loan agreement the Company: 1. Receives any cash proceeds from any capital contribution or any issuance of subordinated debt or equity interests, other than those permitted, of an amount equal to 100 % of the net cash proceeds of the respective issuance and shall be applied pro rata on such date, provided the issuance is based on a valuation of all equity interests of the Company of an amount equal to or greater than $ 1.0 billion, such repayment shall not exceed $ 40.0 million. 2. Receives any cash proceeds from any issuance or incurrence of indebtedness, other than permitted, of an amount equal to 100 % of the net cash proceeds of the respective incurrence of indebtedness which shall be applied pro rata on such date. 3. Receives any cash proceeds from any asset sale in which the proceeds exceed $ 1.0 million per transaction or series of related transactions and $ 5.0 million in the aggregate per fiscal year, of an amount equal to 100 % of the net sale proceeds which shall be applied pro rata on such date. Mandatory repayment is not required if on such date no default or event of default exists and the net sale proceeds are used to purchase assets, other than inventory and working capital, within a 180 -day period. If the Company decides not to reinvest the net sale proceeds the mandatory repayment shall be applied on the last day of such period. 4. Experiences a change of control, the Company shall repay the remaining outstanding debt in full. 5. Receives any cash proceeds from any recovery event, unless such proceeds don’t exceed $ 1.0 million in aggregate for all such recovery events over the term of the loan or if the proceeds are in respect to automobile insurance claims made in the ordinary course of business, of an amount equal to 100 % of the net cash proceeds from such event which shall be applied pro rata on such date. Mandatory repayment is not required if on such date no default or event of default exists and the net cash proceeds are used to replace or restore any properties or assets within a 180 -day period following the date of the receipt of the net cash proceeds. If all or any portion of such net cash proceeds are not used within the 180 -day period, the remaining portion shall be repaid to the lenders on the last day of such period. In September 2022, the Company entered into an amendment to the loan agreement with Deutsche Bank as lead arranger to amend the mandatory repayment conditions to extend the date by which an acceptable SPAC transaction or acceptable primary equity issuance is required to be consummated until October 31, 2022. In addition, the final payment fee was increased to $ 4.1 million from $ 3.4 million. In November 2022, the Company entered into amendments to the loan agreement with Deutsche Bank as lead arranger to amend the mandatory repayment conditions to extend the date by which an acceptable SPAC transaction or acceptable primary equity issuance is required to be consummated until November 30, 2022. As discussed above, the Business Combination (an acceptable SPAC transaction in accordance with the Deutsche Bank loan agreement) occurred on December 8, 2022, triggering the mandatory repayment. The Deutsche Bank loan was repaid with proceeds from the Business Combination as InterPrivate II did not legally acquire the debt (See Note 3 - Business Combination and Recapitalization). The note had an original effective interest rate of 11.57 %. The effective interest rate when the loan was settled was 13.9 %. For the year ended December 31, 2021, $ 1.8 million of interest expense was recognized and the issuance costs and debt discount were amortized by $ 86 thousand and $ 94 thousand, respectively, in addition to an expense of $ 0.5 million for an accrual of the final payment fee. For the year ended December 31, 2022, $ 7.3 million of interest expense was recognized and the issuance costs and debt discount were amortized by $ 0.3 million and $ 0.4 million, respectively. (See Note 3 - Business Combination and Recapitalization for a discussion of recognition of interest expense and amortization of issuance cost, debt discount, and recognition of mandatory repayment when repaid). On December 8, 2022 the Deutsche Bank Loan was paid off in connection with the Business Combination. Braemar Subordinated Promissory Note In October 2022, the Legacy Getaround issued a $ 2.0 million subordinated promissory note to Braemar Energy Ventures III LP (“Braemar”), a related party and an existing investor in the Legacy Getaround. A member of the Company’s Board of Directors holds an interest in Braemar. The promissory note accrues interest at 10 % per annum, compounded annually , and the principal and any accrued but unpaid interest will be due and payable upon holder demand at any time on or after October 30, 2023. Legacy Getaround was able to prepay all of the outstanding principal and accrued but unpaid interest under the promissory note at any time, subject to a prepayment premium equal to $ 0.2 million less the amount of accrued but unpaid interest that is prepaid. The promissory note was subordinated to all of the Company’s senior indebtedness, including the Deutsche Bank Loan entered into during October 2021. Additionally in October 2022, the Sponsor of InterPrivate II entered into a stock transfer agreement with Braemar (“Stock Transfer Agreement”) that would require the Sponsor to transfer 200,000 shares of the Sponsor’s common stock in the Company upon a new equity investment of at least $ 2.0 million, the consideration for which could be the cancellation of the indebtedness in the subordinated promissory note. As the Stock Transfer Agreement was entered into as an inducement for Braemar to enter into the subordinated promissory note with Legacy Getaround, Legacy Getaround accounted for the fair value of the Stock Transfer Agreement of $ 1.5 million as a debt discount (See Note 21 – Related-Party Transaction for further discussion on Braemar Note). On December 6, 2022, the subordinated promissory notes were extinguished in exchange for issuance of 2022 Bridge Loans in the amount of the principal and accrued interest of $ 2.0 million. The fair value of the 2022 Bridge Loans exchanged for the subordinated promissory note was $ 2.5 million. As discussed above, all outstanding 2022 Bridge Loans were converted under their original terms on December 8, 2022. For the year ended December 31, 2022, $ 20 thousand of interest expense was recognized and the debt discount was amortized by $ 0.1 million on the subordinated promissory note. Due to the extinguishment of the subordinated promissory note in exchange for the 2022 Bridge Loan, the Company recognized a loss on extinguishment of $ 1.9 million, recorded in interest expense, net within the consolidated statement of operations and comprehensive loss. Paycheck Protection Program (“PPP”) The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted on March 27, 2020. Among the provisions contained in the CARES Act is the creation of the PPP that provides for Small Business Administration (“SBA”) Section 7(a) loans for qualified small businesses. PPP loan proceeds are available to be used to pay for payroll costs, including salaries, commissions and similar compensation, group health care benefits and paid leaves, rent, utilities and interest on certain other outstanding debt. The amount that will be forgiven will be calculated in part with reference to the Company’s full-time headcount during the eight-week period following the funding of the PPP loan. On May 1, 2020, the Company received total proceeds of $ 6.9 million pursuant to the PPP. In accordance with the loan forgiveness requirements of the CARES Act, the Company intends to use the proceeds from the PPP loan primarily for payroll costs, rent and utilities. The interest rate on the PPP loan is a fixed rate of 1 % per annum. To the extent that the amounts owed under the PPP loan, or a portion of them, are not forgiven, the Company will be required to make monthly principal and interest payments in monthly installments beginning six months from the date of the PPP loan. The PPP loan matured on April 30, 2022 . Upon the occurrence of an event of default, the lender would have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. Subsequently released guidance instructs all applicants and recipients to take into account their current business activity and the Company's ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to their business. In June 2021, the Company’s PPP loan principal of $ 6.9 million and accrued interest of $ 79 thousand was forgiven by the SBA. As a result, the Company recorded a $ 7.0 million gain on debt extinguishment for the note forgiveness. Prêt Guaranty par l'État (“PGE”) Loan In response to the COVID-19 Pandemic, the French Government enacted a State Guarantee Scheme for new loans granted by financial institutions to aid French businesses from the period of March 16, 2020 through December 31, 2020. Loans cannot have a duration exceeding a period of six years from the date of the first disbursement. In November 2020, the Company entered into Loan agreements with three French lenders for a total of 4.5 million euros of notes payable. Of which, 3.0 million euros of the notes were interest free with the remaining 1.5 million euros having a 2.25 % fixed interest rate and a recurring annual payment of 0.3 million euros beginning September 2021 through September 2025 . The notes payable of 3.0 million euros matured during November 2021 and were to be paid in full. During January 2021, the payment terms of the 1.5 million euros loan were amended to have a recurring quarterly payment of 75 thousand euros beginning September 2021 through June 2026 . On July 13, 2021, the Company entered into a discussion to amend the PGE loan terms to defer first payments on 3.0 million euros of the loan due November 2021 to November 2022 . Prior to the amendment, all 3.0 million euros of the loan principal was due in November 2021. The amendment to the payment terms of the PGE loan was made through two agreements. Effective August 3, 2021, the first agreement deferred a first payment, where the principal of 0.6 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 12 thousand euros beginning December 2022 through November 2026 and added a 0.7 % fixed interest rate. Effective October 1, 2021, the second agreement deferred a first payment, where the principal of 2.4 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 49 thousand euros beginning November 2022 through November 2026 and added a 1.44 % fixed interest rate. During December 2022, the Company recognized 51 thousand euros, an additional guarantee commission loan expense to the French Government paid by the French lenders on the Company’s behalf, increasing the amount owed by Getaround to the French lenders. As of December 31, 2022, 1.1 million euros, or $ 1.2 million USD, were classified within short-term debt and a total remaining outstanding principal of 4.1 million euros, or $ 4.4 million. For the years ended December 31, 2022 and 2021, respectively, 120 thousand euros and 40 thousand euros, or $ 127 thousand USD and $ 46 thousand USD of interest expense was recognized, respectively. The Company’s notes payable balances were as follows (in thousands) : December 31, 2022 December 31, 2021 Deutsche Bank Loan $ — $ 75,000 PGE Loan 4,409 4,923 Total Notes Payable 4,409 79,923 Less: unamortized debt i |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 13. Leases The Company leases corporate office facilities, short-term parking spaces and miscellaneous office equipment under operating lease agreements. The Company’s lease agreements have terms not exceeding eight years . As of December 31, 2022, the Company does not have any finance leases. The Company elects not to apply the lease recognition requirements to the short-term leases. Accordingly, the Company recognize lease payments related to the short-term leases in the statements of operations and comprehensive loss on a straight-line basis over the lease term which has not changed from prior recognition. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. When determining lease term, the Company considers renewal options that are reasonably certain to exercise and termination options that are reasonably certain to be exercised, in addition to the non-cancellable lease term. Certain of the Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which are accounted for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. The components of lease expense for the period ended December 31, 2022 are as follows (in thousands): Operating lease costs $ 3,299 Short-term lease costs 1,566 Variable lease costs (1) 876 Sublease income ( 1,347 ) Total Lease Costs $ 4,394 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. Operating lease costs are included within general and administrative within the consolidated statements of operations. Short-term lease costs are included within general and administrative and operating expenses within the consolidated statements of operations. Variable lease costs are included within operating expenses, and sublease income is included within revenue within the consolidated statements of operations. Other information related to leases for the year ended December 31, 2022 are as follows (in thousands : Operating cash flows used for lease liabilities 3,971 Right of use assets acquired under operating lease on the adoption of ASC 842 14,341 As of December 31, 2022, the weighted average remaining lease term for our operating leases was 6.5 years, and the weighted average incremental borrowing rate for the Company’s operating leases was 11.6 %. The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term. Future minimum payments under operating leases as of December 31, 2022, are as follows (in thousands): Year ending 2023 $ 4,067 2024 4,164 2025 4,261 2026 4,360 2027 4,461 Thereafter 6,676 Total undiscounted future cash flows $ 27,989 Less: Imputed interest ( 8,351 ) Total $ 19,638 Supplemental Information for Comparative Periods Prior to the adoption of ASC 842, future minimum lease payments for noncancelable operating leases as of December 31, 2021 were as follows (in thousands): Year ending 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Commitments As of December 31, 2022, there were no material changes outside the ordinary course of business to the Company’s commitments, as disclosed in the audited consolidated financial statements and the related notes thereto. Legal Proceedings From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non compliance with its contractual or other legal obligations. A liability and related charge are recorded to earnings in the Company’s consolidated financial statements for legal contingencies when the loss is considered probable, and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including discussion with outside legal counsel. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible, but not probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. The Company expenses legal fees as they are incurred. In 2020 the Company became involved in certain litigation filed by a former contractor of the Company alleging various Labor Code violations by the Company. The former contractor has asserted claims on a class wide basis and seeks to represent all California contractors and California non-exempt employees from July 2016 to the present. Based upon the Company’s investigation, the Company does n ot believe the plaintiff’s claims against the Company are valid. However, litigation is unpredictable and there can be no assurances the Company will obtain a favorable final outcome or be able to avoid unfavorable preliminary or interim ruling. As of December 31, 2021, the Company was able to reasonably estimate the amount of loss, or range of losses, that could result from this matter and recorded an accrual for $ 0.2 million. During the year ended December 31, 2022, the Company estimated an increase in the amount of loss of $ 0.1 million. Parties reached tentative settlement on this matter in January 2023 for $ 0.3 million. As of December 31, 2022 and 2021, the Company had accrued $ 1.4 million and $ 1.3 million respectively related to various pending claims and legal actions. The Company does not believe that a material loss in excess of accrued amounts is reasonably possible. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The U.S. and foreign components of loss before provision for income taxes for the years ended December 31, 2022 and 2021 are as follows (in thousands): Year ended Year ended United States $ ( 100,259 ) $ ( 105,821 ) Foreign ( 36,444 ) ( 14,713 ) Loss before Provision for Income Taxes $ ( 136,703 ) $ ( 120,534 ) The components of the provision for (benefit from) income taxes for the years ended December 31, 2022 and 2021 are as follows (in thousands): Year ended Year ended Current: Federal $ — $ — State 39 9 Foreign 13 3 Total current tax expense 52 12 Deferred: Federal $ — $ — State — — Foreign ( 690 ) ( 483 ) Total Deferred Tax Benefit ( 690 ) ( 483 ) Total Benefit from Income Taxes $ ( 638 ) $ ( 471 ) The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2022, and 2021: Year ended December 31, 2022 (%) 2021 (%) Federal statutory income tax rate 21.0 21.0 State income tax expense 1.3 3.5 Permanent tax adjustments ( 1.2 ) ( 1.9 ) Fair value adjustments ( 7.4 ) ( 3.6 ) Transaction costs ( 2.7 ) — Gain on Debt Extinguishment — 1.2 Change in valuation allowance ( 6.7 ) ( 19.9 ) Foreign rate differential ( 3.0 ) 0.6 Other, net ( 0.9 ) ( 0.5 ) Effective income tax rate 0.4 0.4 The components of deferred tax assets and liabilities as of December 31, 2022, and 2021 are as follows (in thousands): Year ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 183,522 $ 159,303 Capitalized research costs 6,678 — Lease liabilities 5,066 — Accruals and reserves 5,097 3,432 Other 8,800 6,014 Total Deferred Tax Assets $ 209,163 $ 168,749 Less: valuation allowance ( 174,317 ) ( 166,243 ) Total Deferred Tax Assets, Net of Valuation Allowance $ 34,846 $ 2,506 Deferred tax liabilities: Intangibles ( 1,742 ) ( 3,937 ) Convertible debt ( 30,541 ) — ROU assets ( 3,290 ) — Other ( 200 ) ( 278 ) Total Deferred Tax Liabilities $ ( 35,773 ) $ ( 4,215 ) Net Deferred Tax Liabilities $ ( 927 ) $ ( 1,709 ) Based on available evidence, management believes it is not more likely than not that the net U.S., Netherlands, and France deferred tax assets will be fully realizable. In these jurisdictions, we have recorded a valuation allowance against net deferred tax assets. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed. We had a valuation allowance against net deferred tax assets of $ 174.3 million and $ 166.2 million as of December 31, 2022 and 2021, respectively. In 2022, the change in valuation allowance was primarily attributable to an increase in U.S. federal and state deferred tax assets resulting from loss from operations. As of December 31, 2022, we had U.S. federal net operating loss (“NOL”) carryforwards of $ 15.5 million that begin to expire in 2031 and $ 100.2 million that have an unlimited carryover period. As of December 31, 2022, we had U.S. state NOL carryforwards of $ 42.0 million that begin to expire in 2027 and $ 1.5 million that have an unlimited carryover period. As of December 31, 2022, we had foreign NOL carryforwards of $ 0.9 million that begin to expire in 2026 and $ 23.4 million that have an unlimited carryover period. In general, under Sections 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change,” generally defined as a greater than 50 percentage point change by value in its equity ownership over a rolling three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs to offset future taxable income. Our existing NOLs carryforwards have been, and may in the future be, subject to limitations arising from previous ownership changes, and if we undergo an ownership change, our ability to utilize NOLs carryforwards could be further limited by Sections 382 the Code. In addition, our ability to deduct net interest expense may be limited if we have insufficient taxable income for the year during which the interest is incurred, and any carryovers of such disallowed interest would be subject to the limitation rules similar to those applicable to NOLs and other attributes. Future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience a future change of control, we may not be able to utilize a material portion of the NOLs carryforwards or disallowed interest expense carryovers, even if we attain profitability. The Company does not record deferred taxes on the undistributed earnings of its non-U.S. subsidiaries as it does not expect the temporary differences related to those unremitted earnings to reverse in the foreseeable future. As of December 31, 2022, no deferred tax liability related to the Company's non-U.S. subsidiaries exist due to their accumulated deficits. Future distributions of accumulated earnings of the Company's non-U.S. subsidiaries may be subject to nominal withholding taxes. We intend, however, to indefinitely reinvest those earnings and expect future U.S. cash generation to be sufficient to meet future U.S. cash needs. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2022, all tax years are subject to examination by the respective taxing authorities. Generally, in the U.S. federal and state taxing jurisdictions, tax periods in which certain loss and credit carryovers are generated remain open for audit until such time as the limitation period ends for the year in which such losses or credits are utilized. The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has no t recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no material unrecognized tax benefits as of December 31, 2022 and 2021. |
Mezzanine Equity and Stockholde
Mezzanine Equity and Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity And Stockholders Equity Note Disclosures [Abstract] | |
Mezzanine Equity and Stockholders' Deficit | 16. Mezzanine Equity and Stockholders’ Deficit Common Stock and Preferred Stock The Amended and Restated Certificate of Incorporation of the Company dated December 8, 2022 authorized the issuance of 1,020,000,000 shares, consisting of two classes: 1,000,000,000 shares of common stock, $ 0.0001 par value per share, and 20,000,000 shares of preferred stock, $ 0.0001 par value per share. As of December 31, 2022, there are no issued and outstanding shares of preferred stock. Upon closing of the Business Combination: • 67,200,526 shares of Class A common stock were issued as part of the purchase consideration; • 1,550,000 shares of Class A common stock (after redemptions) were no longer subject to redemption; • 6,668,750 shares of Class A common stock held by the initial InterPrivate II Investors, the Sponsor and EarlyBirdCapital (collectively the “Founders”) remained outstanding; • 5,400,542 shares of Class A common stock were issued to 2022 Bridge Note holders (See Note 12 – Notes Payable for further information of common stock). Pursuant to the Merger Agreement, 11,000,000 shares of Class A common stock (the “Bonus Shares”) were to be distributed to InterPrivate II shareholders. Nine million shares of Class A common stock were distributed pro rata to non-redeeming public holders of Class A Stoc k, whether acquired in InterPrivate II’s initial public offering or acquired in the secondary market (the “Public Stockholders”) of InterPrivate II. The remaining 2,000,000 shares of Class A common stock were distributed to EarlyBirdCapital (one of the underwriters in InterPrivate II’s initial public offering), the then-current and former independent directors of InterPrivate II and the Sponsor. The shares distributed to non-redeeming Public Stockholders of InterPrivate II were accounted for as a noncash dividend in the form of additional shares (see Note 3 – Business Combination and Recapitalization for a discussion on the Bonus Shares). Immediately following the Business Combination, 266,156 shares of common stock were issued to Mudrick entities as Equitable Adjustment Shares in pursuant to a convertible note subscription agreement entered into in connection with the Merger Agreement (See Note 12 – Notes Payable for a discussion of issued common stock to Mudrick entities as Equitable Adjustment Shares in pursuant to a convertible note in connection with the Merger Agreement). Legacy Getaround Common Stock The issued and outstanding shares of Legacy Getaround common stock as of December 31, 2021 were as follows: Year ended Class B non-voting common stock $ 91,572 Common stock 18,349,558 Non-voting common stock 7,095,433 Total $ 25,536,563 During the year ended December 31, 2021, the Company settled a portion of the liability related to terminated vehicle leases with the issuance of 105,040 shares of Legacy Getaround common stock. In June 2022, 935,005 shares of Legacy Getaround common stock were issued to settle the outstanding contingent compensation liability associated with the put and call options structure related to the acquisition of Drivy in April 2019 (See Note 5 - Contingent Compensation for a discussion of issued common stock were for settlement of outstanding contingent compensation liability in connection with the acquisition of Drivy). During 2022, 79,483 of Legacy Getaround common stock options were exercised and 292,955 RSUs vested in exchange for 372,438 shares of Legacy Getaround common stock. Legacy Getaround Convertible Redeemable Preferred Stock The authorized, issued and outstanding shares of convertible redeemable preferred stock and liquidation preferences were as follows (in thousands, except share amounts): Year ended December 31, 2021 Series Authorized shares Shares issued and outstanding Liquidation preference Carrying value Series A 4,642,935 3,419,807 10,918 16,953 Series B 3,836,863 1,639,443 8,251 9,338 Series C 5,933,162 3,470,349 23,844 22,761 Series D 14,671,438 14,231,851 294,940 191,841 Series D-2 868,561 - - - Series D-3 1,711,584 1,711,584 50,773 49,587 Series E 7,673,538 6,080,675 74,939 51,709 Series E-1 7,137,460 7,137,452 68,465 56,609 Series E-2 7,505,927 2,172,707 7 8,356 Series E-3 5,709,969 318,948 1 3,214 Total 59,691,437 40,182,816 532,138 410,368 In January, February, May, and April 2021, the Company received $ 1,528,000 from the sale of 129,513 shares of Series E convertible redeemable preferred stock (Series E) at $ 4.75 per share, net of issuance costs of $ 26,000 . For each purchase of Series E convertible redeemable preferred stock, each investor received preferred stock warrants exercisable into Series E-2 convertible redeemable preferred stock on a one-to-one basis. The Series E convertible redeemable preferred stock was mezzanine equity classified, while the preferred stock warrants exercisable into Series E-2 convertible redeemable preferred stock were liability classified. As such, of the $ 1,520,000 received from the sale $ 616,000 , net of issuance costs, was classified within Mezzanine Equity, with the remaining $ 912,000 classified within Warrant Liabilities (See Note 18 – Warrants). The proceeds were allocated to the warrants based on the fair value, with the remaining amount being allocated to preferred stock. During the nine months ended September 30, 2021, 24,851 Series E-2 preferred stock warrants were exercised on a 1:1 basis for Series E-2 convertible redeemable preferred stock and 318,948 Series E-3 preferred stock warrants were exercised on a 1:1 basis for Series E-3 convertible redeemable preferred stock at $ 12.12 and $ 10.09 per share, respectively, based on the fair value as of September 30, 2021 (See Note 18 – Warrants). In January, February, and May 2021, 1,155,987 shares of non-voting common stock were converted on a one-to-one basis into 1,155,987 shares of convertible redeemable preferred stock. The shares were converted into 953,072 shares of Series A convertible redeemable preferred stock, 129,368 shares of Series B convertible redeemable preferred stock, 37,841 shares of Series C convertible redeemable preferred stock, and 35,707 shares of Series D convertible redeemable preferred stock. In March and April 2022, 79,704 Series E-3 warrants were exercised on a 1:1 basis for Series E-3 convertible redeemable preferred stock at $ 5.12 per share based on the fair value as of the exercise date (See Note 18 - Warrants for a discussion of exercised stock warrants for a Series E-3 Convertible redeemable preferred stock). In July 2022, 96,076 Series B warrants to purchase were exercised into 31,010 Series B convertible redeemable preferred stock at $ 7.71 per share based on the fair value as of the exercise date (See Note 18 - Warrants for a discussion of exercised stock warrants for a Series E-3 Convertible redeemable preferred stock). All outstanding Legacy Getaround convertible redeemable preferred stock were converted into Legacy Getaround common stock and exchanged for the right to receive merger consideration outlined above. As of December 31, 2022, there was no convertible redeemable preferred stock outstanding. The rights, preferences and privileges of the holders of the common stock, non-voting common stock, class B non-voting common stock, and Series A convertible redeemable preferred stock (Series A), Series B convertible redeemable preferred stock (Series B), Series C convertible redeemable preferred stock (Series C), Series C-1 convertible redeemable preferred stock (Series C-1), Series C-2 convertible redeemable preferred stock (Series C-2), Series D convertible redeemable preferred stock (Series D), Series D-2 convertible redeemable preferred stock (Series D-2), Series D-3 convertible redeemable preferred stock (Series D 3), Series E convertible redeemable preferred stock (Series E), Series E-1 convertible redeemable preferred stock (Series E-1), Series E-2 convertible redeemable preferred stock (Series E-2) and Series E-3 convertible redeemable preferred stock (Series E-3) (collectively, convertible redeemable preferred stock) are as follows: Dividend Rights The holders of shares of convertible redeemable preferred stock shall be entitled to receive dividends, on a pari passu basis, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in common stock, non-voting common stock, class B non-voting common stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of common stock, non-voting common stock or class B non-voting common stock (the common stock equivalents)) on the common stock, at the rate of $ 3.1925 , $ 5.0329 , $ 6.8708 , $ 20.7239 , $ 20.7239 , $ 29.6641 , $ 11.9905 , $ 9.5924 , $ 0.0031 and $ 0.0031 per share of Series A, Series B, Series C, Series D, Series D-2, Series D-3, Series E, Series E-1, Series E-2 and Series E-3,respectively, payable when and if declared by the Company’s board of directors. The Company is under no obligation to declare dividends, and any such dividends shall not be cumulative. After payment of such dividends, any additional dividends are to be distributed among the holders of convertible redeemable preferred stock, common stock, non-voting common stock and class B non-voting common stock pro rata based on the number of shares of common stock equivalents then held by each holder (assuming conversion of all such convertible redeemable preferred stock into common stock equivalents). No dividends have been declared as of December 31, 2022 and 2021. Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of convertible redeemable preferred stock, on an as adjusted basis, shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, non-voting common stock and class B non-voting common stock, by reason of their ownership thereof, an amount per share equal to $ 3.1925 , $ 5.0329 , $ 6.8708 , $ 20.7239 , $ 20.7239 , $ 29.6641 , $ 11.9905 , $ 9.5924 , $ 0.0031 and $ 0.0031 per share of Series A, Series B, Series C, Series D, Series D-2, Series D-3, Series E, Series E-1, Series E-2 and Series E-3,respectively, plus any declared but unpaid dividends on such share. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of convertible redeemable preferred stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of convertible redeemable preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive pursuant to the above. Conversion Rights Each share of voting preferred stock, on an as adjusted basis, shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable shares of common stock based upon dividing the original purchase price of the applicable series of convertible redeemable preferred stock by the applicable conversion price at the time of conversion. The Series A, Series B, Series C, Series D, Series D-2, Series D-3, Series E, Series E-1, Series E-2, and Series E-3 conversion price shall initially be $ 3.1925 , $ 5.0329 , $ 6.8708 , $ 20.7239 , $ 20.7239 , $ 29.6641 , $ 11.9905 , $ 9.5924 , $ 0.0031 and $ 0.0031 per share, respectively. Redemption The convertible redeemable preferred stock is redeemable at the option of the holder in certain situations if the Company sells, conveys or otherwise disposes of all or substantially all of its property or business, or if the Company sells, leases or enters into any agreement involving the exclusive, irrevocable license of all or substantially all of the Company’s intellectual property. Voting Rights Series A, Series B, Series C, Series D, Series D-2, Series D-3, Series D-4, Series E, Series E-1, Series E-2, and Series E-3 shall be designated as voting convertible redeemable preferred stock. Aside from Series E and Series E-2 convertible redeemable preferred stock, each holder of voting convertible redeemable preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of voting convertible redeemable preferred stock could be converted. The holders of Series D-2 shall have no rights to vote with respect to the approval of any liquidation transaction or any other acquisition not constituting a liquidation transaction in which the Company is involved. These limitations on the voting rights of the Series D-2 shall not apply from and after such time as certain strategic investor transfers all such shares to any other person who is not a strategic investor. Holders of Series E and Series E-2 preferred stock shall be entitled to the number of votes equal to four times the number of shares of common stock into which such shares of voting convertible redeemable preferred stock could be converted. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of convertible redeemable preferred stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). As long as 783,018 shares of Series D are outstanding, the holders of such shares of Series E shall be entitled to elect two directors of the Company at any election of directors. As long as 783,018 shares of Series A, Series B and Series C are outstanding, the holders of such shares of Series C shall be entitled to elect one director of the Company at any election of directors. The holders of outstanding common stock shall be entitled to elect three directors of the Company at any election of directors. The holders of at least 55 % of the voting convertible redeemable preferred stock and the holders of a majority of the common stock, voting independently as separate classes, shall be entitled to elect one director of the Company. The holders of voting convertible redeemable preferred stock and common stock, voting together as a single class on an as converted basis, shall be entitled to elect any remaining directors of the Company. In addition, the Company cannot take certain actions without first obtaining the approval of a majority of the then-outstanding convertible preferred shares voting separately as a class on an as converted basis. Non-voting common stock shall not be entitled to vote on any matter and in no event shall it be redesignated or reconstituted as a voting security prior to approval. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 17. Stock-Based Compensation 2022 Employee Stock Purchase Plan The 2022 Employee Stock Purchase Plan was approved on December 6, 2022. A total of 1,841,719 shares of Getaround common stock were initially reserve d under the terms of the 2022 Employee Stock Purchase Plan. The 2022 Employee Stock Purchase Plan provides a means by which eligible employees and/or eligible service providers of either Getaround or an affiliate may be given an opportunity to purchase shares of Getaround common stock. The 2022 Employee Stock Purchase Plan permits Getaround to grant a series of purchase rights to eligible employees and/or eligible service providers. On each offering date, each eligible employee or eligible service provider, pursuant to an offering made under the 2022 Employee Stock Purchase Plan, will be granted a purchase right to purchase up to that number of shares of Getaround common stock purchasable either with a percentage or with a maximum dollar amount, as designated by the plan administrator; provided however, that in the case of eligible employees, such percentage or maximum dollar amount will in either case not exceed 15 % of such employee’s earnings during the period that begins on the offering date (or such later date as the plan administrator determines for a particular offering) and ends on the date stated in the offering, which date will be no later than the end of the offering, unless otherwise provided for in an offering. No award has been granted or issued under this plan. 2022 Equity Incentive Plan The 2022 Equity Incentive Plan was approved on December 6, 2022. Following the closing of the Business Combination, the Board of Directors amended the 2022 Equity Incentive Plan to reduce the number of shares of Getaround common stock initially reserved for issuance pursuant to the 2022 Equity Incentive Plan. Following the amendment, a total of 19,620,389 shares of Getaround common stock were reserved for issuance under the terms of the 2022 Equity Incentive Plan , which includes 11,000,000 shares of Getaround common stock reserved for issuance as Earnout Shares to certain Legacy Getaround employees upon the satisfaction of certain stock price performance conditions following the closing date of the Business Combination and expiring on the seventh anniversary of the closing date . As of December 31, 2022 no award had been granted or issued under this plan. 2010 Stock Plan In November 2011, the Company amended and restated the 2010 Stock Plan (the 2010 Plan). The 2010 Plan provides for the granting of shares of restricted common stock and options to purchase shares of common stock to employees and consultants of the Company. The maximum number of common shares reserved and available for issuance under the plan is 4,702,784 shares. No new awards will be granted under the 2010 Plan following the adoption of the 2022 Equity Incentive Plan. Options granted under the 2010 Plan may be either incentive stock options (ISOs) or nonqualified stock options (NSOs). ISOs may be granted only to employees (including officers and directors). NSOs may be granted to employees and consultants. Stock options granted under the 2010 Plan expire within ten years from the date of grant. The exercise price of ISOs and NSOs shall not be less than 100 % of the fair value of the common shares on the date of grant, as determined by the Company’s board of directors. Stock options generally vest over a period of five years from the date of grant base on continued service. Restricted Stock Units Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, December 31, 2021 669,606 $ 7.31 RSUs granted 3,366,262 8.62 RSUs vested ( 515,002 ) 7.37 RSUs canceled ( 70,074 ) 5.46 Balance, December 31, 2022 3,450,792 $ 8.52 Each restricted stock unit represents the right to receive one share of the Company’s common stock upon vesting. The fair value of these RSUs was calculated based upon the Company’s common stock value on the date of grant, and the stock-based compensation expense is being recognized over the vesting period of four years . Stock Options Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2021 8,665,557 $ 3.24 8.21 $ 6,889 Options granted 1,014,113 3.90 9.03 2,470 Options exercised (1) ( 3,268,659 ) 2.50 7.00 12,529 Options expired ( 278,069 ) 2.37 — 1,154 Options forfeited ( 998,610 ) 3.25 — 3,495 Balance, December 31, 2022 5,134,332 $ 3.40 6.50 $ 16,660 Vested and Exercisable, 2,791,868 2.95 4.96 10,073 Vested and Exercisable and Expected to Vest, 5,134,332 $ 3.40 6.50 $ 16,660 (1) The number of options exercised includes the common stock options that were legally exercised in exchange of the nonrecourse promissory notes during the year ended December 31, 2021. The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The total intrinsic value for stock options exercised during the years ended December 31, 2022 and 2021 was $ 12.5 million and $ 6.1 million, respectively. The fair value of awards vested during the years ended December 31, 2022 and 2021 was $ 4.5 million and $ 14.6 million, respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $ 3.90 and $ 3.18 , respectively. On January 22, 2021, the board of directors authorized the amendment of all stock options previously granted with an exercise price per share greater than the current fair market value to be repriced to the Company’s current fair market value per share. Optionees had the choice to amend options from January 28, 2021 through February 26, 2021. Select employees elected to amend the options subject to the repricing that became effective on February 26, 2021. The re-pricing was treated as a modification of terms of the options outstanding. The fair value of the modification was determined as the difference between the fair value of each option immediately before and after the repricing using the Black-Scholes option pricing model. The re-pricing resulted in recognition of compensation expense in the amount of $ 1.2 million for the year ended December 31, 2021. In February 2021 the Company entered into nonrecourse promissory note agreements with two shareholders in order to facilitate cashless exercise of 3,345,568 options to exercise common stock, at the originally granted price per share, in exchange for a promissory note in the principal amount of $ 21.3 million. As the promissory note was nonrecourse, (i) this legal exercise of stock options with a promissory note was not considered a substantive exercise for accounting purposes and instead was accounted for as if it were a stock option grant and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. The legal issuance of the nonrecourse promissory notes resulted in no additional stock-based compensation expense related to this award, based on the grant-date fair value of the award, which was determined using the Black-Scholes option-pricing model (see Note 21 – Related-party transactions). Valuation Assumptions The Company measures compensation expense for all stock-based payment awards based on the estimated fair value on the date of the grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model utilizing the assumptions noted below: Fair Value of Common Stock - Because the Company’s common stock was not publicly traded until December 2022, the Company needed to estimate the fair value of common stock. In the instances when an estimate of the fair value of the common stock is needed, the Company’s board of directors considers numerous objective and subjective factors to determine the fair value of the Company’s common stock options at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences and privileges of the Company’s preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projects; (vi) the likelihood of achieving a liquidity event, and (vii) precedent transactions involving the Company’s shares. Expected Volatility - Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted-average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the options. Expected Term - Expected term represents the period over which the Company anticipates stock based awards to be outstanding. The Company determines the expected life by averaging the stock based award’s weighted-average vesting period and its contractual term. The Company uses this method to determine the expected term of its stock-based compensation because of its limited history of stock option exercise activity. Risk-Free Interest Rate - The Company uses the average of the published interest rates of U.S. Treasury zero-coupon issues with terms consistent with the expected term of the awards for its risk free interest rate. Expected Dividends - Since the Company does not anticipate paying any cash dividends in the foreseeable future, it uses an expected dividend yield of 0 %. The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: December 31, 2022 2021 Expected volatility (%) 77.7 % 80.7 Risk-free interest rate (%) 2.9 % 1.0 Expected dividend yield — — Expected term (years) 6.0 6.1 The Company recognized stock-based compensation expense related to stock options of $ 4.8 million, and $ 9.7 million for the years ended December 31, 2022 and 2021, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 689 $ 1,805 Operations 689 1,217 Technology and product development 1,191 2,729 General and administrative 2,235 3,905 Total $ 4,804 $ 9,656 As of December 31, 2022, there was $ 8.5 million of total unrecognized compensation cost related to unvested stock options granted under the plan that is expected to be recognized over a weighted-average period of 0.97 years. The Company recognized stock-based compensation expense related to RSUs of $ 4.3 million and $ 1.8 million for the years ended December 31, 2022 and 2021, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 734 $ 305 Operations 734 378 Technology and product development 1,372 800 General and administrative 1,483 329 Total $ 4,323 $ 1,812 As of December 31, 2022, there was $ 27.9 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.84 years. Management Alignment Plan In September 2020, the Company adopted a Management Alignment Plan, which, in the event of change in control, as defined in Treasury Regulation Section 1.409A-3(i)(5)(i), provides certain Company founders and certain critical service providers with an option to receive bonus payments in connection with that event. Management Alignment Plan contemplates a total of 1,200 participating units with value equal to the lesser of (a) 6 % of the value of a transaction that gives rise to the change in control event, and (b) $ 15 million. Each unit shall have equal individual value. The Management Alignment Plan was terminated as a result of the Business Combination. The Management Alignment Plan was terminated in connection with the Business Combination and no payments have been made under this plan. No amounts have been accrued for potential payments under the Management Alignment Plan as of December 31, 2021 as a change in control was not deemed probable at the time. Early Exercise of Nonvested Options At the discretion of the board of directors, certain options may be exercisable immediately at the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to full vesting. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The liabilities are reclassified into equity as the awards vest. As of December 31, 2022 and 2021, there were no early-exercised options. Stockholder Notes In 2015, the Company entered into note receivable agreements with three of the Company’s founders for a total of $ 0.5 million (2015 Stockholder Notes). The 2015 Stockholder Notes accrue interest at an annual rate of 1.59 % and have a maturity date of December 11, 2020 . As of December 31, 2021, the 2015 Stockholder Notes are considered payable on demand. The 2015 Stockholder Notes are collateralized by 353,264 shares of the Company’s common stock previously held by the founders. In connection with the Stockholder Notes, the Company agreed to enter into a call option with the founders, whereby the Company paid a total of $ 22 thousand for the right to purchase a total of 99,346 shares of the Company’s common stock from the founders for a purchase price of $ 4.81 per share plus an additional $ 0.01 per share per month through the exercise period. The call option can be exercised any time between December 11, 2017 and December 11, 2020 . As of December 11, 2020 these options expired without being exercised. In September 2018, the Company entered into a loan, pledge and option agreement with two co founders and Board members of the Company for a total of $ 7.3 million (2018 Stockholder Notes). One of these co-founders separated from the Company in 2018 but continues to serve as a consultant. The 2018 Stockholder Notes accrue interest at an annual rate of 2.86 % and have a maturity date of September 14, 2025 . The 2018 Stockholder Notes are collateralized by 1,591,342 shares of Company’s common stock previously held by the founders. In connection with the Stockholder Notes, the Company agreed to enter into a call option with the co-founders and Board members, whereby the Company paid a total of $ 0.7 million for the right to purchase a total of 386,027 shares of the Company’s common stock for a purchase price of $ 18.95 per share plus an additional $ 0.06 per share per month through the exercise period. The call option can be exercised any time between September 14, 2021 and September 14, 2025 . In November 2019, the Company entered into a loan, pledge and option agreement with a founder and Board member of the Company for a total of $ 5.6 million (2019 Stockholder Note). The 2019 Stockholder Note accrues interest at an annual rate of 1.59 % and has a maturity date of November 18, 2026 . The 2019 Stockholder Note is collateralized by 778,919 shares of the Company’s common stock previously held by the founder. In connection with the Stockholder Note, the Company agreed to enter into a call option with the founder, whereby the Company paid a total of $ 0.4 million for the right to purchase a total of 202,265 shares of the Company’s common stock from the founder for a purchase price of $ 27.63 per share plus an additional $ 0.03 per share per month through the exercise period. The call option can be exercised any time between November 18, 2021 and November 18, 2026 . The 2015 Stockholder Notes, 2018 Stockholder Notes, 2019 Stockholder Notes (collectively the “Stockholders Notes”) have been recorded as a component of stockholders’ equity (deficit) as of December 31, 2022 and 2021. Equity classification of the Stockholder Notes is pursuant to ASC 505 — Equity, considering the absence of substantial evidence of ability and intent of the counterparty to pay the notes within a reasonably short period of time. Additionally, the Company holds a call option, but not an obligation to repurchase a certain number of shares from the holder at a specified price in the future and as such, the call option is not considered a mandatorily redeemable instrument. Furthermore, the call option is not legally detachable from the Stockholder Note agreements and is therefore not considered separable from that contract and not accounted for separately. In December 2022, Legacy Getaround entered into a note repayment agreement with the Legacy Getaround’s Chief Executive Officer (CEO) to repay outstanding note receivable agreements originating in 2015 and 2019 totaling $ 6.1 million. The note repayment agreement was part of an exchange transaction executed to facilitate the Business Combination (See 2022 Exchange Transaction below and Note 21 – Related Party Transactions). 2022 Exchange Transaction In connection with the Business Combination, Legacy Getaround executed note repayment and share repurchase agreements with Legacy Getaround’s CEO on December 8, 2022. Legacy Getaround agreed to repurchase 868,068 shares from Legacy Getaround’s CEO at a per share price of $ 6.12 , and the Legacy Getaround CEO agreed to transfer 831,788 shares to Legacy Getaround in satisfaction of outstanding notes and obligations owed to Legacy Getaround (the “Exchange Transaction”). The notes and obligations owed to Legacy Getaround by the Legacy Getaround CEO included $ 6.1 million related to the 2015 and 2019 recourse Stockholder Notes and $ 8.1 million related to the 2021 nonrecourse promissory note agreement that previously facilitated the cashless exercise of 3,189,176 options to exercise common stock. The Legacy Getaround CEO retained 1,888,004 shares that were fully vested and previously collateralized the 2021 nonrecourse promissory note. Since the note repayment and share repurchase agreements were negotiated and executed contemporaneously with the Business Combination, Legacy Getaround treated the Exchange Transaction as an exchange of share-based payment awards in a business combination comprising a single unit of account. Legacy Getaround recognized $ 12.8 million compensation expense at the time of the transaction. The entire amount of the expense was recognized immediately as the consideration received does not require continuous service in order to vest. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | 18. Warrants Upon the closing of the Business Combination, Legacy Getaround’s common stock warrants and convertible redeemable preferred stock warrants were exercised for Legacy Getaround common stock and redeemable preferred common stock, respectively, and subsequently converted into Getaround common stock. Please refer to the table below for detail of warrant liability by type of warrant (in thousands): December 31, 2022 2021 Common stock warrants $ — $ 337 Series B warrants — 297 Series E-2 warrants — 19,379 Series E-3 warrants — 27,944 Horizon warrants — 547 Private warrants 247 — Total $ 247 $ 48,504 Number of outstanding warrants as of December 31, 2022 and 2021 was as follows: December 31, 2022 2021 Common stock warrants — 73,971 Series B warrants — 96,076 Series E-2 warrants — 3,738,813 Series E-3 warrants — 5,391,015 Horizon warrants — 208,498 Public Warrants 5,175,000 — Private warrants 4,616,667 — Total 9,791,667 9,508,373 Common Stock Warrants In 2013 and 2014, Legacy Getaround issued warrants to purchase 19,215 and 4,804 shares of common stock with exercise prices of $ 0.9992 and $ 1.8111 per share, respectively. The warrants are fully exercisable and expire ten years after issuance. Legacy Getaround determined that these common stock warrants should be equity-classified. In July 2018, Legacy Getaround entered into a Loan and Security Agreement with a lender for an $ 8.0 million secured note payable. In connection with the Loan and Security Agreement, Legacy Getaround issued a warrant to purchase 15,493 shares of the Legacy Getaround’s common stock for $ 3.2787 per share. Legacy Getaround determined that this warrant should be equity-classified and was valued at $ 29 thousand using the Black-Scholes pricing model. The warrants are fully exercisable and expire ten years after issuance. In September of 2020, Legacy Getaround issued the 2020 Convertible Promissory Notes (See Note 12 – Notes Payable for a discussion of Convertible Promissory Note in connection with the Common Stock Warrants). In connection with the 2020 Convertible Promissory Notes, Legacy Getaround issued warrants to purchase 1,101,334 shares of the Company’s common stock for $ 0.0031 per share. Legacy Getaround determined that this warrant should be liability-classified. In September 2020, 1,027,363 common stock warrants were exercised for the same number of shares. In connection with the Business Combination, all outstanding common stock warrants were exercised on a cashless basis resulting in the issuance of 110,652 shares of the Company’s common stock. Convertible Redeemable Preferred Stock Warrants In connection with Legacy Getaround’s Loan and Security Agreement in 2016, Legacy Getaround issued a warrant to purchase up to 96,076 shares of Series B at an exercise price of $ 5.033 per share. The warrants were immediately exercisable and expire in 2022 . At issuance, Legacy Getaround estimated the Series B warrant’s fair value and recorded $ 0.1 million as a reduction to the balance of the note payable. Legacy Getaround had determined that its Series B warrants should be liability-classified. In July 2022, 96,076 Series B warrants to purchase shares of Series B convertible redeemable preferred stock were exercised via a cashless exercise pursuant to the original contractual terms, resulting in the issuance of 31,010 shares of Series B convertible redeemable preferred stock. The Company had the following warrant issuance events during 2020: Event E-2 Issued E-3 Issued Series E-2 warrants issued with Series E issuance 3,545,966 — Series E-2 warrants issued with debt conversion 2,236,040 — Series E-3 warrants issued with Series E-2 conversion — 5,709,962 Total 5,782,006 5,709,962 Each warrant issue is for the respective listed series convertible redeemable preferred stock. Upon issuance, the warrants to purchase Series E-2 and E-3 convertible redeemable preferred stock are immediately exercisable and are liability-classified. The warrants expire on the earliest of the tenth anniversary of the date of issuance, the closing of a firm commitment underwritten public offering in which all the shares of Legacy Getaround’s preferred stock are converted into common stock, or the sale, conveyance or disposal of all or substantially all of Legacy Getaround’s business. During the year ended December 31, 2021, Legacy Getaround issued 129,513 of Series E-2 warrants in connection with the issuance of the same number of Series E convertible redeemable preferred stock with a fair value of $ 0.9 million at the date of issuance. Upon issuance, the warrants to purchase Series E-2 convertible redeemable preferred stock are immediately exercisable and are liability-classified. The warrants expire on the earliest of the tenth anniversary of the date of issuance, the closing of a firm commitment underwritten public offering in which all the shares of Legacy Getaround’s preferred stock are converted into common stock, or the sale, conveyance or disposal of all or substantially all of Legacy Getaround’s business. During the year ended December 31, 2021, 24,851 and 318,948 warrants to purchase Series E-2 and Series E-3 convertible redeemable preferred stock, respectively, were exercised. Upon exercise Legacy Getaround received $ 1 thousand in cash with $ 3.5 million previously recorded as a warrant liability converted to equity. In 2022, Series E-3 warrants to purchase shares of Series E-3 convertible redeemable preferred stock were exercised, respectively. Upon exercise, with the $ 0.4 million previously recorded as a warrant liability was converted to equity. In connection with the Business Combination, all Series E-2 and Series E-3 warrants were exercised on a cashless basis resulting in the issuance of 9,047,282 shares of the Company’s common stock. InterPrivate Public and Private Warrants Upon the Closing, there were 5,174,975 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company’s common stock that were issued by InterPrivate II prior to the Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $ 11.50 per share, subject to adjustment as discussed below, 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the 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. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, one of InterPrivate II’s directors or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The Company may redeem the outstanding warrants in whole and not in part at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 -trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise. On December 31, 2022, outstanding public and private warrants were 5,174,975 and 4,616,667 , respectively. The public warrants are equity-classified and private warrants are liability-classified. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 19. Net Loss per Share The Company uses the two-class method to calculate basic net loss per share and apply the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share. No dividends were declared or paid for the years ended December 31, 2022 and 2021. Undistributed earnings for each period are allocated to participating securities, including the Preferred Stock for applicable periods, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there are no contractual obligations for the Preferred Stockholders to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The net loss per share does not differ between common stock, non-voting common stock, and class B non-voting common stock. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2022 and 2021 (in thousands except per share amounts): Year ended December 31,2022 Year ended December 31,2021 Net loss $ ( 136,065 ) $ ( 120,063 ) Basic and diluted weighted average common stock outstanding 27,222 22,098 Basic and diluted net loss per share $ ( 5.00 ) $ ( 5.43 ) Since the Company was in a loss position for the years ended December 31, 2022 and 2021, basic net loss per share was the same as diluted net loss per share for the periods presented. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares): Year ended Year ended Convertible redeemable preferred stock — 40,182,816 Stock options and restricted stock units outstanding (1) 8,585,124 9,335,163 Warrants for convertible redeemable preferred stock — 9,225,903 Warrants for common stock — 113,483 Private Warrants 4,616,667 — Public Warrants 5,175,000 — Shares for Mudrick convertible notes 15,218,000 — Mudrick note warrants 7,000,000 — Total 40,594,791 58,857,365 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Segment and Geographical Area I
Segment and Geographical Area Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographical Area Information | 20. Segment and Geographical Area Information Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment. Geographical Area Information The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use assets, net of accumulated depreciation, by geographical area: Year ended December 31, Year ended Year ended United States $ 22,039 $ 10,566 Europe 1,696 165 Total $ 23,735 $ 10,731 (See Note 6 – Revenue for the Company’s revenues disaggregated by geography). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | 21. Related-Party Transactions Recourse and Nonrecourse Promissory Note In February 2021 Legacy Getaround entered into nonrecourse promissory note agreements with the CEO, as well as with another stockholder in order to facilitate cashless exercise of 3,345,568 options to purchase common stock. This arrangement resulted in no incremental share-based compensation expense during the period. Please refer to Note 17 — Stock-Based Compensation for additional details regarding these agreements. Additionally, in 2015, 2018 and 2019 Legacy Getaround entered into note receivable agreements (collectively the Stockholders Notes) with the CEO and two others of the Company’s founders. The Stockholders Notes have been presented as a component of stockholders’ equity (deficit) as of December 31, 2022 and 2021 on the Company’s consolidated balance sheet. Please refer to Note 17 — Stock-Based Compensation for additional details regarding these agreements. To help facilitate the Business Combination, Legacy Getaround executed note repayment and share repurchase agreements with the CEO on December 8, 2022. Please refer to Note 17 – Stock-Based Compensation for additional details regarding this arrangement. Bridge Loans During 2022, Legacy Getaround issued a total of $ 38.1 million in Bridge Loans to multiple related parties, including to an immediate family member of management in full settlement of the liability from the related party advance on financing in the amount of $ 4.8 million. Total amount of financing via Bridge Loan provided by the immediate family member of management was $ 10.0 million. Furthermore, $ 5.0 million of Bridge Loan financing was provided by Braemar Energy, $ 5.0 million by Softbank Vision fund, an investor in Legacy Getaround, and $ 3.3 million by PF GA Investment 5, an investor in Legacy Getaround. Braemar In October 2022, the Company issued a $ 2.0 million subordinated promissory note to Braemar Energy Ventures III LP, a related party and an existing investor in the Legacy Getaround (See Note 12 – Notes Payable for a discussion of issued Promissory note to related party and existing investors in connection with the related party transactions). A member of the Company’s Board of Directors holds an interest in Braemar. Additionally in October 2022, the Sponsor entered into the Stock Transfer Agreement with Braemar as described further in Note 12 – Notes Payable. In December 2022 and prior to the Business Combination, the subordinated promissory notes were extinguished in exchange for issuance of 2022 Bridge Loans (See Note 12 – Notes Payable for a discussion of issuance of 2022 Bridge Loans in exchange of subordinated promissory note in connection with the Related party Transactions). The exchange met the closing conditions for the stock transfer agreement between the Sponsor and Braemar, pursuant to which the Sponsor agreed to transfer 200,000 shares of the Company’s common stock following the closing of the Business Combination. Service Fee to Sponsor Affiliates In connection with the Business Combination, the Company paid a service fee of $ 2.0 million to the Sponsor affiliates (See Note 3 - Business Combination and Recapitalization). Non-Redemption Agreement In connection with the Business Combination, the Company paid $ 3.0 million to certain funds controlled by Magnetar Financing LLC (“Magnetar”), an investor in the Company, in connection with a non-redemption agreement. Pursuant to the non-redemption agreement, Magnetar agreed that it would, at InterPrivate II’s election, not redeem an amount of shares of Class A Stock up to an aggregate of 1,550,000 shares. Bonus Shares Pursuant to the Merger Agreement, 2,000,000 Bonus Shares were distributed to EarlyBirdCapital (one of the underwriters in InterPrivate II’s initial public offering), the then-current and former independent directors of InterPrivate II and the Sponsor (See 16. Mezzanine Equity and Stockholders’ Deficit). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event [Line Items] | |
Subsequent Events | 22. Subsequent Events NYSE Non-Compliance On January 30, 2023, the Company received written notice from the New York Stock Exchange (the “NYSE”) that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $ 1.00 over a consecutive 30 trading-day period. In connection with the January notice, the Company notified the NYSE that it intends to cure the stock price deficiency and to return to compliance with the NYSE continued listing standard with respect to the deficiency under Section 802.01C. On March 27, 2023, the Company received written notice from the NYSE that it is not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual because the average global market capitalization of the Company over a consecutive 30 trading-day period was less than $ 50 million and, at the same time, its last reported stockholders’ equity was less than $ 50 million. The Company submitted to the NYSE a plan (the “Plan”) to bring the Company into compliance with the minimum global market capitalization listing standard within 18 months of receipt of the March notice, and the NYSE accepted the Plan. The Company’s common stock will continue to be listed and trade on the NYSE during the six-month cure period following receipt of the January notice for the stock price deficiency. On April 18, 2023, the Company received written notice from the NYSE that the Company was not in compliance with the continued listing standard set forth in Section 802.01E of the NYSE Listed Company Manual, which requires timely filing of all required periodic reports with the SEC, because of the Company’s failure to timely file the Annual Report. Under Section 802.01E of the NYSE Listed Company Manual, the Company can regain compliance by filing the Annual Report within six months of the Annual Report’s filing due date. Restructuring plan. On February 1, 2023, the Board approved a restructuring plan to streamline operations and reduce costs to achieve a leaner path to profitability. The restructuring plan includes a reduction in our global headcount by approximately 10 %. We also anticipate significantly reducing costs associated with external consultants, professional services providers and vendors for certain software and tools. We have also initiated a new suite of risk management tools to improve revenue yield and reduce the cost of risk during trips booked on the Getaround marketplace. We estimate that we will incur total costs in connection with the restructuring of approximately $ 1.4 million, substantially all of which is expected to be related to severance and benefits costs. These changes together are estimated to result in cost savings of between $ 25 million and $ 30 million on an annualized run-rate basis and these actions are expected to be completed in calendar year 2023. Issuance of Class A Common Stock On March 28, 2023, the Company’s board of directors approved the issuance of up to a maximum aggregate of 825,000 shares of Class A common stock to certain Bridge Loan holders due to the Company’s inability to register shares of Class A common stock related to warrants provided to certain Bridge Loan holders from SoftBank Vision fund to compensate such holders for releasing the Company from their inability to provide registered shares upon exercise of the warrants. In August 2023 the Company issued a total of 86,300 shares of Class A common stock to certain Bridge Loan Holders. Advertising Agreement with Media Company On April 26, 2021, the Company entered into an advertising agreement (the “Letter Agreement”) with a media company whereby the Company would purchase advertising services from the media company by December 31, 2022 (the “Purchase Expiration Date”). On January 17, 2023, the Company and the media company agreed to extend the Purchase Expiration Date to December 31, 2023, in exchange for the issuance of up to 536,666 shares of Company common stock (the “Additional Issuance”) to a subsidiary of the media company (the “Amendment to the Side Letter”). On March 28, 2023, the Company’s board of directors ratified the Amendment to the Side Letter and approved the Additional Issuance to the subsidiary of the media company. The Company issued the Additional Issuance shares in August 2023. Issuance of Warrants On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick Convertible Notes, according to the terms of the convertible note subscription agreement. Acquisition of HyreCar On May 16, 2023, the Company entered into a definitive agreement to acquire substantially all of the assets of California-based HyreCar, a premier gig carsharing marketplace, for total contractual consideration of $ 8.13 million, subject to customary adjustments. The HyreCar acquisition consideration will be comprised entirely of cash. Preliminarily, the transaction will be accounted for using the acquisition method of accounting, with the Company being treated as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities of HyreCar will be recorded at their respective fair values as of the date of completion of the acquisition. The preliminary purchase price assessment remains an ongoing process and is subject to change for up to one year subsequent to the closing date of the acquisition. Event of Default for Mudrick Convertible Notes On June 23, 2023, the Company received written notice from the U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to timely filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. As of August 23, 2023, the 60-day cure period for such default expired and the Company had not yet filed the report. In lieu of acceleration of the repayment obligation as a result of the event of default, the Company elected to pay additional interest on the notes at a rate per annum equal to (a) one quarter of one percent ( 0.25 %) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent ( 0.50 %) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent ( 0.50 %). Following such elections, the convertible notes will be subject to acceleration from, and including, the one hundred and eighty first (181st) calendar day on which such event of default has occurred and is continuing or if the Company fails to pay any accrued and unpaid special interest when due. Special interest will cease to accrue from, and including, the earlier of (x) the date such event of default is cured or waived and (y) such one hundred and eighty first (181st) calendar day. Promissory Note with Mudrick Capital Management On August 7, 2023 the Company entered into a promissory note (the “Bridge Note”) with Mudrick Capital Management for an aggregate principal amount of $ 3 million to provide additional capital to the Company. The Bridge Note has a maturity date of September 7, 2023 and bears an interest rate of 15 % per annum compounded daily. If the principal and accrued interest under the Bridge Note is repaid in cash, a principal repayment premium of 100 % applies. On September 8, 2023, the Company entered into a Refinancing Transaction of the Bridge Note. In the Refinancing Transaction, among other things, (i) the Company repaid in full the principal and unpaid accrued interest under the Bridge Note, and (ii) the Company received new funding in an aggregate principal amount of $ 15,040,685 as described below. In connection with the Refinancing Transaction, on September 6, 2023, the Bridge Note was amended to extend the maturity date. On September 8, 2023, the Company issued and sold to Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), a super priority note in an aggregate amount of $ 15,040,685 (the “Note”) pursuant to a subscription agreement dated September 8, 2023 (the “Subscription Agreement”), by and between the Purchaser and the Company, and the form of global note attached thereto. The Note accrues interest monthly beginning on October 15, 2023, at a rate of 15.00 % per annum. Upon the occurrence, and during the continuation, of an Event of Default, an additional 2.00 % will be added to the stated interest rate. The Note will mature on August 7, 2024 , at which time 108 % of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. The Company may prepay the Bridge Note at any time prior to the maturity date, and subject to the following exception, must prepay the balance of the Note with (a) 50 % of the net proceeds received prior to, and 100 % of the net proceeds received on or after, January 31, 2024 from issuances of the Company’s capital stock (excluding intra-company issuances) or issuances of Company debt by the Company or any of its subsidiaries, and (b) 100 % of the net proceeds of any sale, or similar disposition, of the Company or any of its subsidiaries. The mandatory prepayments set forth above do not apply to the first $ 10.0 million of net proceeds received by the Company. Lease Agreement for Company Headquarters in San Francisco The Company has not paid the lease payments due in October and November of 2023 in accordance with the lease agreement for the Company's headquarters in San Francisco, California. On October 19, 2023, subsequent to delivering a Lease Termination Offer to the landlord, $ 3.6 million in restricted cash was released to the landlord in response to the landlord's request pursuant to an irrevocable letter of credit provided to the landlord in connection with the lease agreement, The Company has adopted a "remote first" work policy in the spring of 2020, and does not rely on the headquarters facility for any material part of its operations. There have been no other events or transactions that occurred subsequently that require recognition or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangibles and long-lived assets, valuation of deferred income tax assets, fair value of preferred stock warrants, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions that management believes are of high credit quality; however, at times, deposits may exceed the amount of insurance provided on such deposits, if any. The Company has not experienced any losses on its deposits since inception. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. SVB held $ 47.0 million and $ 3.6 million of the Company’s cash and cash equivalents and restricted cash, respectively, as of December 31, 2022. The Company’s full exposure was ultimately covered by the FDIC and no loss was incurred. As of December 31, 2022 and 2021, no single customer represented more than 10 % of accounts receivable, and during the years ended December 31, 2022 and 2021, no single customer represented more than 10 % of the Company’s total revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022, and 2021, the Company’s cash equivalents consisted of money market accounts. |
Restricted Cash | Restricted Cash As of December 31, 2022 and 2021, restricted cash consists of fully collateralized letters of credit related to Legacy Getaround’s Drivy acquisition (see Note 5 – Contingent Compensation) and various lease agreements in the amount of $ 3.6 million and $ 4.0 million as of December 31, 2022 and 2021, respectively. The reduction in restricted cash balance is driven entirely by the settlement of liabilities that were collateralized by outstanding letters of credit. The remaining restricted cash balance is associated with lease agreements. |
Fair Value Measurements | Fair Value Measurements The Company measures fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 – This level consists of quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2 - This level consists of observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3 - This level consists of unobservable inputs that are used when little or no market data is available. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under specific customer agreements and/or contracts. The allowance for doubtful accounts is determined based upon a specific identification of balances, the collection of which, in management’s opinion, is doubtful. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance. Based upon the information available, management has reserved an allowance for doubtful accounts in the amount of $ 3.5 million and $ 6.9 million as of December 31, 2022 and 2021, respectively. Provision for bad debt, inclusive of the amount of the allowance for doubtful accounts, was $ 11.1 million and $ 9.9 million for the twelve months ended December 31, 2021 and 2021, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight‑line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated useful life Furniture and Fixtures 3 - 6 years Computer equipment 2 - 3 years Completed Connect Devices 2 years Vehicles 3 years Leasehold improvements Shorter of estimated useful life or lease term Expenditures for maintenance and repairs are charged to expense as incurred and major improvements and betterments that improve or extend the life of existing properties and equipment are capitalized. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from the accounts. Liabilities related to lease incentive obligations are amortized as lease expense over the term of the related lease. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is the excess of costs over fair value of net assets of the business acquired. Goodwill and other intangible assets acquired that are determined to have an indefinite useful life are not amortized but are tested for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill or other intangible assets might be impaired. For goodwill, the Company performs impairment reviews by its single reporting unit. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. The quantitative approach compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. Based on Management’s analysis, a $ 23.3 million impairment charge was recorded in the year ended December 31, 2022 (See Note 9 - Goodwill and Intangible Assets, for a discussion of impairment charge). No impairment charges were recorded for the year ended December 31, 2021. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Definite-lived intangible assets are acquired intangible assets and are recognized at the acquisition date fair value. Definite-lived intangible assets are reviewed for impairment under the long-lived asset model, described below. Amortization is recognized using the straight-line method over estimated useful lives of the assets of one to ten years . Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. On November 15, 2021, Legacy Getaround recognized an impairment to write-off the remaining net book value of the trade name and developed technology intangible assets that were acquired as part of the Company’s Nabobil acquisition in 2019. This impairment is related to the merging of the Company’s European platforms which will utilize Legacy Getaround’s legacy developed technology (See Note 9 – Goodwill and Intangible Assets, for a discussion of impairment of the trade name and developed technology intangible assets in connection with the acquisition of Legacy Getaround’s Nabobil). During the first quarter of 2021, Legacy Getaround recognized an impairment to write-off the remaining net book value of Legacy Getaround’s pilot project fleet vehicles as a result of the Company terminating its light electric vehicle pilot project in the Netherlands. (See Note 8 – Property and equipment, for a discussion of the recognition of an impairment of Legacy Getaround’s pilot project fleet vehicles). There were no impairments of long-lived assets or of definite-lived intangible assets for the year ended December 31, 2022. |
Accrued Host Payments and Insurance Fees | Accrued Host Payments and Insurance Fees Accrued host payments represent the portion of user rental fees earned but not remitted to vehicle owners as of the consolidated balance sheet date. Accrued insurance fees represent the portion of insurance fees collected on behalf of the insurance provider as of the consolidated balance sheet date, but not yet remitted to the insurance provider as of the consolidated balance sheet date. Vehicle owners typically earn 60 % to 70 % of rental fees. As of December 31, 2022, and 2021, accrued host payments and insurance fees were $ 11.8 million and $ 13.4 million, respectively. |
Fair Value Option for Convertible Debt | Fair Value Option for Convertible Debt The Company may elect to carry its convertible debt at fair value in accordance with ASC 825 - Financial Instruments, if otherwise not precluded by other applicable codification. This election is assessed on an instrument-by-instrument basis, at the inception of the instrument contract. For additional information on securities carried at fair value and fair value measurement please refer to Note 4 - Fair Value Measurement to our consolidated financial statements included herein. |
Revenue Recognition | Revenue Recognition The Company derives substantially all of its revenue from its peer-to-peer carsharing marketplace platform that connects vehicle owners and renters through a lease arrangement. The Company also derives revenue from various subscriptions fees, which comprise of third-party vehicle owners on the platform utilizing the Company’s connect hardware (“Connect”) and sublease arrangement of designated parking spaces on a monthly basis to third-party vehicle owners. Under ASC 606, revenue is recognized when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the five-step model to contracts in accordance with ASC 606 - Revenue from contracts with customers. In doing so, the Company assesses whether it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer and utilizes the most likely amount method to estimate variable considerations that are a part of the contract price, but not known at the contract inception. Variable considerations are billed to the customer when and if incurred during the period under contract, and to the extent the Company is entitled to such fees under the contract. At the time of the billing, the amount of variable consideration is known and not subject to constraint or estimate based on the occurrence or non-occurrence of events. Additionally, in determining the price of each contract, the Company differentiates between the concepts of the price concessions and the credit risk. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Each component of revenue is recognized net of any incentives and other considerations given to customers. The Company excludes all sales tax from the transaction price. |
Service Revenue | Service Revenue Service revenues are derived from rental fees collected by the Company from users who book and rent third-party vehicles through the Company’s platform at an agreed-upon rate. The user is charged for the rental at the time the vehicle reservation is made, or, in the case of a trip extension, at the time the extension is booked. Pursuant to the online Terms of Service, third-party vehicle owners agree that the Company retains the applicable service revenue as consideration for their use of the Company’s platform and certain additional charges that the Company may collect from renters on behalf of the owners for related post-booking activities performed by the Company to successfully consummate the rental. Hence, the Company’s primary performance obligation in the transaction is to facilitate the completion of a successful rental transaction between the third-party vehicle owner and the renter. The Company also may offer ancillary promises of distinct service depending on the region. Within the United States, the Company offers an automatic tolling feature on each third-party vehicle, which provides the renter with the convenience of using the electronic toll lane for automated payment at the renter’s discretion and charges a nominal amount in exchange per toll transaction. The automatic tolling feature is deemed to be a distinct performance obligation within the context of the primary rental service. Within Europe, the Company intermediates a sale of third-party insurance coverage on third-party owner vehicles to the renters during the booking process and charges a nominal amount in exchange for intermediating the sales transaction. Intermediary sale of insurance coverage is deemed to be a distinct performance obligation within the context of the primary rental service. Within the United States, insurance coverage is not deemed to be a distinct performance obligation and is included in the price of a trip. Service revenues for rental service are presented net of payments due to vehicle owners, as the Company acts as an agent in the arrangement between the third-party vehicle owner and the renter and does not control the asset or service provided by the vehicle owners to the renters. Similarly, the revenue related to either automated tolling feature or intermediary sale of insurance coverage is also reported on a net basis by only representing the portion of service revenue while excluding the payment collected for the toll or for the insurance coverage since the Company is not the primary obligor for controlling the accessibility to the passageway that requires tolls or for the underlying insurance coverage. The Company recognizes service revenue from these performance obligations on a straight‑line basis over the duration of the rental trip using the output method as its performance obligation is satisfied over time. The Company uses the output method based on rental hours or days, where revenue is calculated based on the percentage of total time elapsed in relation to total estimated rental period. In the event a user books a trip extension, at the time the extension is booked, the service revenue is recognized on a straight‑line basis over the duration of the extension period. |
Subscription Fees | Subscription Fees The Company receives subscription fees from third-party vehicle owners on the platform for the use of Connect hardware installed on their vehicles. Connect hardware subscription service contracts are on a month-to-month basis and are readily cancellable. Customers are billed monthly in advance of services being performed. Accordingly, the subscription fees are recognized over time during the month in which subscription services were rendered on a gross basis since the Company acts as a principal. Revenue from subscription fees has not been material for the periods presented and are considered as part of Service Revenue for disaggregation purposes. |
Lease Revenue | Lease Revenue The Company accounts for lease revenue earned from parking, vehicle rentals and rental-related activities wherein an arrangement involves the use of assets that are explicitly identified and conveys the right to use the specific assets under ASC 842, Leases. The Company has operating leases for parking spaces. Designated parking spaces are leased by the Company from various garage operators and municipalities within certain metropolitan markets and are made available for rental on a monthly subscription basis to third-party vehicle owners. The Company is solely responsible for paying parking costs to the garage operators regardless of whether the parking spaces are rented by third-party vehicle owners on the platform and accordingly recognizes parking lease revenue on a gross basis. Parking lease revenue includes direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant date fair value using an option-pricing model is affected by the Company’s estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. These variables include the Company’s expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, risk-free interest rate for the expected term of the award and expected dividends. Legacy Getaround’s awards were comprised of time-vesting and performance-vesting awards. Stock-based compensation for time-vesting awards and performance-vesting awards probable of being achieved are recognized on a straight-line basis over the requisite service period. These amounts are reduced by forfeitures as they occur. |
Costs and Expenses | Costs and Expenses Cost of revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating the Company’s platform. Cost of revenue does not include depreciation and amortization. Cost of revenue (exclusive of amortization and depreciation) captures the costs directly related to and necessary for realization of transactions between the hosts and the guests through Company’s marketplace platform, other than the amortization of its platform technology. Sales and marketing expenses consist primarily of print and online digital advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of the Company’s salesforce and marketing teams. Operations and support expenses consist primarily of auto insurance, claims support, customer relationships, compensation and related expenses of operations personnel, driver’s license and identity checks, parking space lease expense, onboarding, and other operating costs. For the years ended December 31, 2022 and 2021, respectively, auto insurance costs were $ 2.3 million and $ 1.7 million, claims support costs were $ 18.9 million and $ 17.6 million, and compensation expenses were $ 15.2 million and $ 13.1 million. Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of the Company’s software, hardware, and user experience. Compensation expenses included in Technology and product development expenses were $ 22.9 million and $ 17.7 million for the years ended December 31, 2022 and 2021, respectively. Research and development expenses within the meaning of ASC 730-10-50-1 incurred in periods presented have not been material. General and administrative expenses consist primarily of office space and facilities, non-auto insurance, professional services, business tools and subscriptions, bad debt, and compensation and related personnel costs of the Company’s administrative teams. Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. |
Advertising Costs | Advertising Costs Advertising costs are charged to sales and marketing expenses when incurred. Advertising costs were $ 19.4 million and $ 10.9 million for the years ended December 31, 2022 and 2021, respectively. |
Income Taxes | Income Taxes The Company is subject to taxation in the United States and various states and foreign jurisdictions, including the Netherlands, France, and Norway. The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes. Under this method, the tax provision includes taxes currently due plus the net change in deferred tax assets and liabilities. Deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from NOL and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refund received, as provided for under currently enacted tax law. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not expected to be realized. ASC 740 prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50 % likelihood of being sustained. As of December 31, 2022 and 2021, there were no uncertain tax positions that required accrual. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as a component of the provision for income taxes. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended December 31, 2022, and 2021. The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. |
Foreign Currency Translation | Foreign Currency Translation The functional currencies of the Company’s foreign subsidiaries are their respective local currencies. The Company translates the assets and liabilities of each of its international subsidiaries into the U.S. dollar at the current rate of exchange in effect at the end of the accounting period and recorded as part of a separate component of stockholders’ deficit and reported in the consolidated statements of operations and comprehensive loss. Revenues and expenses are translated using a rate that approximates the average of those in effect during the period and reported in the consolidated statements of operations and comprehensive loss. The Company does not currently engage in any hedging activity to reduce its potential exposure to currency fluctuations. |
Recent Accounting Standards | Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients that entities can elect upon adoption (referred to collectively as “ASC 842”). ASC 842 introduces new requirements to increase transparency and comparability among organizations for leasing transactions for both lessees and lessors. The principle of ASC 842 is that a lessee recognizes assets and liabilities that arise from leases. Lessees need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability is equal to the present value of lease payments, and the right-of-use asset is equal to the lease liability, adjusted for other factors. For income statement purposes, ASC 842 requires leases to be classified as either operating or finance. Operating leases result in a straight-line expense pattern while finance leases result in a front-loaded expense pattern. Lessor accounting remains largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance. The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective transition approach and elected to apply the new guidance at the adoption date without adjusting comparative periods presented. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, the Company elected to apply the package of transition practical expedients, which allows the Company not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In transition, the Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. The adoption of ASC 842 resulted in the recognition of a new right-of-use assets and lease liabilities on the balance sheet for all operating leases. For the period ended December 31, 2021, the short-term and long-term deferred rent and lease incentive obligation liabilities were $ 0.6 million and $ 6.7 million, respectively. As a result of the Company’s adoption on January 1, 2022, the Company recorded operating right-of-use assets of $ 14.3 million including an offsetting deferred rent and lease incentives of $ 7.0 million and prepaid rent of $ 0.3 million, along with associated operating lease liabilities of $ 21.3 million. Additional disclosures required by this standard have been included in Note 13 - Leases. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2022 , which did no t have a material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The Company adopted ASU 2021-04 effective January 1, 2022 , which did no t have a material impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) . This ASU amends guidance on reporting credit losses for assets held at amortized cost and available for sale debt securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. ASU 2016-13 is effective for the Company as of January 1, 2023 and early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815‑40) . The amendments in the ASU remove certain separation models for convertible debt instruments and convertible redeemable preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU is effective fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. Adoption is not currently expected to have a material impact on the Company’s financial statements. There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment estimated useful loves of the assets | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight‑line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated useful life Furniture and Fixtures 3 - 6 years Computer equipment 2 - 3 years Completed Connect Devices 2 years Vehicles 3 years Leasehold improvements Shorter of estimated useful life or lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of financial instruments at fair value based on the fair value hierarchy or each class of instrument | : Fair Value Measurement December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 38 $ — $ — Liabilities: Warrant liability $ — $ — $ ( 247 ) Warrant commitment liability — — ( 320 ) Mudrick convertible notes — — ( 56,743 ) Fair Value Measurement December 31, 2021 Level 1 Level 2 Level 3 Assets: Money market account $ 4,519 $ — $ — Liabilities: Redeemable convertible preferred stock warrant liability $ — $ — $ ( 48,167 ) Common stock warrant liability — — ( 337 ) Convertible Promissory Notes — — ( 34,803 ) |
Warrant [Member] | |
Schedule of binomial lattice model for initial measurement of private placement warrants | assumptions: 2022 Stock price $ 0.65 Exercise price $ 11.50 Risk-free interest rate 3.96 % Time to expiration (years) 4.94 Expected volatility 70.70 % Fair value per warrant $ 0.05 The Company calculated the estimated fair value of its convertible redeemable preferred and common stock warrants as of December 31, 2021 using the following assumptions: 2021 Expected volatility (%) 66.9 - 82.7 Risk-free interest rate (%) 0.2 – 1.5 Expected dividend yield (%) — Expected term (years) 0.5 – 9.1 |
Schedule of changes in the level 3 warrant liability measured at fair value | The following table presents changes in the Level 3 liabilities measured at fair value for the years ended December 31, 2022 and 2021, respectively (in thousands): Year ended December 31, 2022 Warrant commitment liability Redeemable convertible preferred stock warrants Private Warrants Common Balance (beginning of period) $ — $ 48,167 $ — 337 Additions 1,365 — 900 0 Fair value measurement adjustments ( 1,045 ) 33,183 ( 653 ) 265 Exercised — ( 81,350 ) — ( 602 ) Balance (end of period) $ 320 $ — $ 247 $ — Year ended Redeemable convertible preferred stock warrants Common Balance (beginning of period) $ 35,473 $ 277 Additions 916 — Fair Value Measurement Adjustments 15,293 60 Exercised ( 3,515 ) — Balance (end of period) $ 48,167 $ 337 |
Convertible Promissory Notes And Securities [Member] | |
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of the Mudrick Convertible Note as of December 31, 2022 using the following assumptions: Mudrick Convertible Note Issuance date 12/8/2022 Maturity date 12/8/2027 Interest rate (PIK) 9.50 % Expected volatility factor 95.23 % Risk-free interest rate 4.00 % Estimated market yield 30.00 % The Company calculated the estimated fair value of convertible promissory notes as of December 31, 2021 using the following assumptions: December 31, 2021 Contractual conversion price adjustment (%) 80.0 % - 85.0 % Discount rate 11.9 % Expected term (years) 0.3 – 0.5 |
Schedule of changes in the level 3 convertible promissory notes and securities measured at fair value | The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended December 31, 2022 and December 31, 2021 respectively (in thousands): Year ended December 31, 2022 2021 Convertible promissory notes 2022 bridge loans Mudrick Convertible Notes Balance (beginning of period) $ 34,803 $ — $ — Additions — 37,539 166,039 Fair value measurement adjustments 6,700 10,094 ( 109,296 ) Converted ( 41,503 ) ( 47,633 ) — Balance (end of period) $ — $ — $ 56,743 Year ended 2021 Convertible Balance (beginning of period) $ — Additions 29,420 Fair value measurement adjustments 5,383 Exercised — Balance (end of period) $ 34,803 |
Contingent Compensation (Tables
Contingent Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contingent Compensation [Abstract] | |
Schedule of expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss | The expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss, was as follows (in thousands: Year ended Year ended Sales and marketing $ 26 $ 135 Operations and support 31 165 Technology and product development 74 340 General and administrative 1,049 10,649 Total $ 1,180 $ 11,289 |
Schedule of amounts accrued as components of short-term and long-term liability | The following table details the amounts accrued as components of short-term and long-term liability as of December 31, 2022 and December 31, 2021 related to the put call option agreement (in thousands): Other Accrued Liabilities Other Long-Term Liabilities Beginning balance as of January 1, 2021 $ 7,078 $ 1,963 Additions 13,839 — Payments ( 14,280 ) ( 963 ) Changes in fair value for share settled liability ( 2,550 ) — Reclassification from Long term to Short term 1,000 ( 1,000 ) Ending balance as of December 31, 2021 $ 5,087 — Additions 158 — Payments ( 1,581 ) — Settlements through issuance of common stock ( 4,642 ) — Changes in fair value for share settled liability 1,022 — Ending balance $ 44 $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenues | The following table present Company’s revenues disaggregated by geography (in thousands): Year ended Year ended Service revenue: United States $ 34,869 $ 37,413 Europe 23,239 23,707 Total service revenue 58,108 61,120 Lease revenue: United States $ 859 $ 1,218 Europe 488 729 Total lease revenue 1,347 1,947 Total Revenue $ 59,455 $ 63,067 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 December 31, 2021 Consulting $ 1,802 $ 27 Insurance 713 644 Subscriptions 694 1,061 Contract assets 601 681 Compensation 284 120 Sales tax 284 1,440 Advertising services 116 699 Other 1,590 1,218 Prepaid Expenses and Other Current Assets $ 6,084 $ 5,890 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): December 31, 2022 December 31, 2021 Computer equipment $ 1,089 $ 841 Vehicles and vehicle equipment 3,677 1,457 Office equipment and furniture 1,249 1,253 Leasehold improvements 11,530 11,534 Less: accumulated depreciation and amortization ( 7,094 ) ( 4,354 ) Property and Equipment, Net $ 10,451 $ 10,731 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): Year ended Year ended Beginning Balance $ 122,805 $ 132,307 Foreign currency translation ( 6,808 ) ( 9,502 ) Impairment ( 23,269 ) — Ending Balance $ 92,728 $ 122,805 |
Summary of Detail of Intangible Assets | The detail of intangible assets is as follows (in thousands): December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (Years) Developed technology $ 11,407 $ ( 8,365 ) $ 3,042 1.3 Customer relationships 31,124 ( 24,238 ) 6,886 1.3 Trade names 314 ( 314 ) — — Capitalized software costs - work in progress ("WIP") 1,100 — 1,100 N/A Total $ 43,945 $ ( 32,917 ) $ 11,028 1.3 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (Years) Developed technology $ 12,043 $ ( 6,423 ) $ 5,620 2.3 Customer relationships 32,932 ( 19,698 ) 13,234 2.2 Trade names and other 331 ( 331 ) — - Total intangibles $ 45,306 $ ( 26,452 ) $ 18,854 2.2 |
Summary of Expected Future Amortization Expense for Intangible Assets | Expected future amortization expense for intangible assets as of December 31, 2022 is as follows (in thousands) : Year ended December 31, 2023 $ 7,446 2024 2,482 2025 — 2026 — Thereafter 1,100 Total $ 11,028 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): December 31, 2022 December 31, 2021 Claims payable $ 9,511 $ 8,132 Compensation 3,400 9,176 Professional services 4,162 2,342 Lease incentive obligation — 606 Deferred rent — 37 Insurance 350 362 Vehicle leases 665 744 Sales and other tax 16,192 3,040 Other 3,080 2,952 Other Accrued Liabilities $ 37,360 $ 27,391 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2022 December 31, 2021 Deferred rent $ — $ 2,725 Lease incentive obligation — 3,936 Other — 190 Other Long-Term Liabilities $ — $ 6,851 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument [Line Items] | |
Summary of convertible notes payable | The Company’s convertible notes payable balance was as follows (in thousands) : December 31, 2022 December 31, 2021 iHeart Convertible Note $ 99 $ 474 2021 Convertible Promissory Notes measured at fair value — 34,803 Mudrick Convertible Notes measured at fair value 56,743 — Total Convertible Notes Payable $ 56,842 $ 35,277 |
Summary of Company's notes payable | The Company’s notes payable balances were as follows (in thousands) : December 31, 2022 December 31, 2021 Deutsche Bank Loan $ — $ 75,000 PGE Loan 4,409 4,923 Total Notes Payable 4,409 79,923 Less: unamortized debt issuance costs — ( 521 ) Less: unamortized debt discount — ( 581 ) Less: short-term portion of PGE Loan ( 1,211 ) ( 464 ) Total Notes Payable, less current portion $ 3,198 $ 78,357 |
Summary of notes payable future principal payments | The notes payable future principal payments as of December 31, 2022 are as follows (in thousands): Year ended December 31, 2023 $ 1,211 2024 1,137 2025 1,143 2026 918 Thereafter — Total $ 4,409 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease, Cost [Abstract] | |
Schedule of Components of Lease Expense | Operating lease costs $ 3,299 Short-term lease costs 1,566 Variable lease costs (1) 876 Sublease income ( 1,347 ) Total Lease Costs $ 4,394 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. |
Schedule of Other Information Related to Leases | : Operating cash flows used for lease liabilities 3,971 Right of use assets acquired under operating lease on the adoption of ASC 842 14,341 |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum payments under operating leases as of December 31, 2022, are as follows (in thousands): Year ending 2023 $ 4,067 2024 4,164 2025 4,261 2026 4,360 2027 4,461 Thereafter 6,676 Total undiscounted future cash flows $ 27,989 Less: Imputed interest ( 8,351 ) Total $ 19,638 |
Schedule of Future Minimum Lease Payments for Non-cancellable Operating Leases | Prior to the adoption of ASC 842, future minimum lease payments for noncancelable operating leases as of December 31, 2021 were as follows (in thousands): Year ending 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of US And Foreign Components of Loss Before Provision for Income Taxes | The U.S. and foreign components of loss before provision for income taxes for the years ended December 31, 2022 and 2021 are as follows (in thousands): Year ended Year ended United States $ ( 100,259 ) $ ( 105,821 ) Foreign ( 36,444 ) ( 14,713 ) Loss before Provision for Income Taxes $ ( 136,703 ) $ ( 120,534 ) |
Schedule of Components of Provision For (benefit from) Income Taxes | The components of the provision for (benefit from) income taxes for the years ended December 31, 2022 and 2021 are as follows (in thousands): Year ended Year ended Current: Federal $ — $ — State 39 9 Foreign 13 3 Total current tax expense 52 12 Deferred: Federal $ — $ — State — — Foreign ( 690 ) ( 483 ) Total Deferred Tax Benefit ( 690 ) ( 483 ) Total Benefit from Income Taxes $ ( 638 ) $ ( 471 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2022, and 2021: Year ended December 31, 2022 (%) 2021 (%) Federal statutory income tax rate 21.0 21.0 State income tax expense 1.3 3.5 Permanent tax adjustments ( 1.2 ) ( 1.9 ) Fair value adjustments ( 7.4 ) ( 3.6 ) Transaction costs ( 2.7 ) — Gain on Debt Extinguishment — 1.2 Change in valuation allowance ( 6.7 ) ( 19.9 ) Foreign rate differential ( 3.0 ) 0.6 Other, net ( 0.9 ) ( 0.5 ) Effective income tax rate 0.4 0.4 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2022, and 2021 are as follows (in thousands): Year ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 183,522 $ 159,303 Capitalized research costs 6,678 — Lease liabilities 5,066 — Accruals and reserves 5,097 3,432 Other 8,800 6,014 Total Deferred Tax Assets $ 209,163 $ 168,749 Less: valuation allowance ( 174,317 ) ( 166,243 ) Total Deferred Tax Assets, Net of Valuation Allowance $ 34,846 $ 2,506 Deferred tax liabilities: Intangibles ( 1,742 ) ( 3,937 ) Convertible debt ( 30,541 ) — ROU assets ( 3,290 ) — Other ( 200 ) ( 278 ) Total Deferred Tax Liabilities $ ( 35,773 ) $ ( 4,215 ) Net Deferred Tax Liabilities $ ( 927 ) $ ( 1,709 ) |
Mezzanine Equity and Stockhol_2
Mezzanine Equity and Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity And Stockholders Equity Note Disclosures [Abstract] | |
Summary of Legacy Getaround Common Stock | The issued and outstanding shares of Legacy Getaround common stock as of December 31, 2021 were as follows: Year ended Class B non-voting common stock $ 91,572 Common stock 18,349,558 Non-voting common stock 7,095,433 Total $ 25,536,563 |
Summary of Convertible Redeemable Preferred Stock | The authorized, issued and outstanding shares of convertible redeemable preferred stock and liquidation preferences were as follows (in thousands, except share amounts): Year ended December 31, 2021 Series Authorized shares Shares issued and outstanding Liquidation preference Carrying value Series A 4,642,935 3,419,807 10,918 16,953 Series B 3,836,863 1,639,443 8,251 9,338 Series C 5,933,162 3,470,349 23,844 22,761 Series D 14,671,438 14,231,851 294,940 191,841 Series D-2 868,561 - - - Series D-3 1,711,584 1,711,584 50,773 49,587 Series E 7,673,538 6,080,675 74,939 51,709 Series E-1 7,137,460 7,137,452 68,465 56,609 Series E-2 7,505,927 2,172,707 7 8,356 Series E-3 5,709,969 318,948 1 3,214 Total 59,691,437 40,182,816 532,138 410,368 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of the weighted-average assumptions used in the valuation of stock options granted | The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: December 31, 2022 2021 Expected volatility (%) 77.7 % 80.7 Risk-free interest rate (%) 2.9 % 1.0 Expected dividend yield — — Expected term (years) 6.0 6.1 |
Summary of the company recognized stock-based compensation expense related to stock options | The Company recognized stock-based compensation expense related to stock options of $ 4.8 million, and $ 9.7 million for the years ended December 31, 2022 and 2021, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 689 $ 1,805 Operations 689 1,217 Technology and product development 1,191 2,729 General and administrative 2,235 3,905 Total $ 4,804 $ 9,656 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of restricted stock units (RSUs) activity | Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, December 31, 2021 669,606 $ 7.31 RSUs granted 3,366,262 8.62 RSUs vested ( 515,002 ) 7.37 RSUs canceled ( 70,074 ) 5.46 Balance, December 31, 2022 3,450,792 $ 8.52 |
Summary of the company recognized stock-based compensation expense related to stock options | The Company recognized stock-based compensation expense related to RSUs of $ 4.3 million and $ 1.8 million for the years ended December 31, 2022 and 2021, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 734 $ 305 Operations 734 378 Technology and product development 1,372 800 General and administrative 1,483 329 Total $ 4,323 $ 1,812 |
Stock Options [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option activity | Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2021 8,665,557 $ 3.24 8.21 $ 6,889 Options granted 1,014,113 3.90 9.03 2,470 Options exercised (1) ( 3,268,659 ) 2.50 7.00 12,529 Options expired ( 278,069 ) 2.37 — 1,154 Options forfeited ( 998,610 ) 3.25 — 3,495 Balance, December 31, 2022 5,134,332 $ 3.40 6.50 $ 16,660 Vested and Exercisable, 2,791,868 2.95 4.96 10,073 Vested and Exercisable and Expected to Vest, 5,134,332 $ 3.40 6.50 $ 16,660 (1) The number of options exercised includes the common stock options that were legally exercised in exchange of the nonrecourse promissory notes during the year ended December 31, 2021. |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants Abstract | |
Summary of Tabular Form of Warrant Liability | Please refer to the table below for detail of warrant liability by type of warrant (in thousands): December 31, 2022 2021 Common stock warrants $ — $ 337 Series B warrants — 297 Series E-2 warrants — 19,379 Series E-3 warrants — 27,944 Horizon warrants — 547 Private warrants 247 — Total $ 247 $ 48,504 |
Summary of Warrants Outstanding | Number of outstanding warrants as of December 31, 2022 and 2021 was as follows: December 31, 2022 2021 Common stock warrants — 73,971 Series B warrants — 96,076 Series E-2 warrants — 3,738,813 Series E-3 warrants — 5,391,015 Horizon warrants — 208,498 Public Warrants 5,175,000 — Private warrants 4,616,667 — Total 9,791,667 9,508,373 |
Summary of Warrants Issued | The Company had the following warrant issuance events during 2020: Event E-2 Issued E-3 Issued Series E-2 warrants issued with Series E issuance 3,545,966 — Series E-2 warrants issued with debt conversion 2,236,040 — Series E-3 warrants issued with Series E-2 conversion — 5,709,962 Total 5,782,006 5,709,962 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2022 and 2021 (in thousands except per share amounts): Year ended December 31,2022 Year ended December 31,2021 Net loss $ ( 136,065 ) $ ( 120,063 ) Basic and diluted weighted average common stock outstanding 27,222 22,098 Basic and diluted net loss per share $ ( 5.00 ) $ ( 5.43 ) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares): Year ended Year ended Convertible redeemable preferred stock — 40,182,816 Stock options and restricted stock units outstanding (1) 8,585,124 9,335,163 Warrants for convertible redeemable preferred stock — 9,225,903 Warrants for common stock — 113,483 Private Warrants 4,616,667 — Public Warrants 5,175,000 — Shares for Mudrick convertible notes 15,218,000 — Mudrick note warrants 7,000,000 — Total 40,594,791 58,857,365 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Segment and Geographical Area_2
Segment and Geographical Area Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Long-lived Assets by Geographical Area | The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use assets, net of accumulated depreciation, by geographical area: Year ended December 31, Year ended Year ended United States $ 22,039 $ 10,566 Europe 1,696 165 Total $ 23,735 $ 10,731 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Recapitalization exchange ratio | 0.32025 | |||
Net loss | $ 136,065 | $ 120,063 | ||
Unrestricted cash and cash equivalents | $ 64,300 | $ 62,500 | ||
Change in fair value of the convertible notes payable | $ 3,500 | $ 8,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 01, 2022 | Nov. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 64,294,000 | $ 62,516,000 | |||
Restricted cash | 3,600,000 | 3,950,000 | |||
Allowance for doubtful accounts | 3,500,000 | 6,900,000 | |||
Provision for doubtful accounts | 11,100,000 | 9,900,000 | |||
Impairments of goodwill | 23,269,000 | $ 0 | |||
Impairments of long lived assets | 0 | ||||
Impairments of definite-lived intangible assets | $ 500,000 | $ 400,000 | $ 0 | ||
Percentage of rental fees | 60% | 70% | |||
Accrued host payments and insurance fees | $ 11,800,000 | $ 13,400,000 | |||
Auto insurance costs | 2,300,000 | 1,700,000 | |||
Claims support costs | 18,900,000 | 17,600,000 | |||
Compensation expenses | 15,200,000 | 13,100,000 | |||
Technology and product development expenses | 22,900,000 | 17,700,000 | |||
Advertising costs | $ 19,400,000 | 10,900,000 | |||
Uncertain Income Tax Position Will Not Be Recognized Percentage of Likelihood Of Being Sustained | 50% | ||||
Unrecognized tax benefits | $ 0 | 0 | |||
Unrecognized tax benefits income tax penalties and interest accrued | 0 | 0 | |||
Short-term deferred rent and lease incentive obligation liabilities | 600,000 | ||||
Operating right-of-use assets | $ 14,300,000 | 13,284,000 | |||
Offsetting deferred rent and lease incentives | 7,000,000 | ||||
Prepaid rent | 300,000 | ||||
Operating lease liabilities | $ 21,300,000 | $ 19,638,000 | |||
Lease Incentive Obligation Liabilities | $ 6,700,000 | ||||
ASU 2019-12 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||
ASU 2021-04 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 10,000,000 | ||||
Estimated useful lives of the assets | 10 years | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of the assets | 1 year | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% | 10% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% | 10% | |||
Silicon Valley Bank ("SVB") [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 47,000,000 | ||||
Restricted cash | $ 3,600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment estimated useful lives of the assets | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and fixtures [Member] | Minimum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 6 years |
Computer Equipment [Member] | Minimum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 2 years |
Computer Equipment [Member] | Maximum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 3 years |
Completed Connect devices [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 2 years |
Vehicles [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 3 years |
Leasehold improvements [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Lives | Shorter of estimated useful life or lease term |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | May 11, 2022 | May 31, 2022 |
Getaround 2022 Bridge Notes [Member] | ||
Business Acquisition [Line Items] | ||
Business combination number of shares issued | 5,400,542 | |
Mudrick Convertible Notes [Member] | ||
Business Acquisition [Line Items] | ||
Business combination number of shares issued | 266,156 | |
Early Bird Capital [Member] | ||
Business Acquisition [Line Items] | ||
Bonus shares | 57,358 | |
Legacy Getaround [Member] | ||
Business Acquisition [Line Items] | ||
Business combination total consideration | $ 672 | |
Acquisition date | May 11, 2022 | |
Common stock per share | $ 10 | |
Business combination number of shares issued | 67,200,526 | |
Payment of transaction cost | $ 17.6 | |
Business business, transaction costs | 9.2 | |
Earnout Shares | $ 270.2 | |
Redeemable Convertible Preferred Stock [Member] | Legacy Getaround [Member] | ||
Business Acquisition [Line Items] | ||
Business combination number of shares issued | 40,293,530 | |
Warrants And Convertible Promissory Notes [Member] | Legacy Getaround [Member] | ||
Business Acquisition [Line Items] | ||
Business combination number of shares issued | 26,906,996 | |
InterPrivate II Acquisition Corp [Member] | ||
Business Acquisition [Line Items] | ||
Additional earnout shares | 34,000,000 | |
InterPrivate II Acquisition Corp [Member] | Legacy Getaround [Member] | ||
Business Acquisition [Line Items] | ||
Payment of transaction cost | $ 24.4 | |
Bonus shares | 9,000,000 | |
InterPrivate II Acquisition Corp [Member] | Director [Member] | Legacy Getaround [Member] | ||
Business Acquisition [Line Items] | ||
Bonus shares | 34,412 | |
InterPrivate II Acquisition Corp [Member] | Sponsor [Member] | Legacy Getaround [Member] | ||
Business Acquisition [Line Items] | ||
Bonus shares | 1,908,230 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Fair Value Measurements (Details) [Line Items] | ||
Number of trading days following the closing of public warrants to reflect the adjusted upward or downward of weighted average price for value of warrants | 90 days | |
Mudrick Convertible Notes [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Maximum Upward Or Downward Adjustment Per Warrant | $ / shares | $ 0.75 | |
Qualified Financing [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
If-converted value in excess of principal | $ 7,394,000 | |
Consummation of SPAC Transaction [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
If-converted value in excess of principal | $ 5,236,000 | |
Maximum [Member] | Mudrick Convertible Notes [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants outstanding, Days | 100 days | |
2021 Convertible Promissory Notes [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Debt instrument converted instrument principal amount | $ 29,400,000 | |
Bridge Loans [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Debt instrument converted instrument principal amount | $ 37,500,000 | |
PWERM [Member] | Qualified Financing [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Probability of conversion of promissory notes to common Stock | 75 | |
PWERM [Member] | Consummation of SPAC Transaction [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Probability of conversion of promissory notes to common Stock | 25 | |
Common Class A [Member] | 2021 Convertible Promissory Notes [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Common stock received by noteholders | shares | 3,467,402 | |
Common Class A [Member] | Bridge Loans [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Common stock received by noteholders | shares | 5,400,542 | |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Business combination warrant liability recognized | $ 900,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Summary of financial instruments at fair value based on the fair value hierarchy or each class of instrument - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Money market account | $ 38 | $ 4,519 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | (247) | |
Fair Value, Inputs, Level 3 [Member] | Warrant Commitment Liability [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | (320) | |
Fair Value, Inputs, Level 3 [Member] | Mudrick Convertible Notes [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | $ (56,743) | |
Fair Value, Inputs, Level 3 [Member] | Convertible Redeemable Preferred Stock Warrant Liability [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | (48,167) | |
Fair Value, Inputs, Level 3 [Member] | Common Stock Warrant Liability [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | (337) | |
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Note [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | $ (34,803) |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of private placement warrant | Dec. 31, 2022 yr | Dec. 31, 2021 yr |
Warrant Commitment Liability [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.65 | |
Warrant Commitment Liability [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.50 | |
Warrant Commitment Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.96 | |
Warrant Commitment Liability [Member] | Measurement Input, Maturity [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.94 | |
Warrant Commitment Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 70.70 | |
Warrant Commitment Liability [Member] | Measurement Input, Fair Value Per Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.05 | |
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | |
Mudrick Convertible Note [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, issuance date | Dec. 08, 2022 | |
Alternative investment, maturity date | Dec. 08, 2027 | |
Mudrick Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 4 | |
Mudrick Convertible Note [Member] | Measurement Input, Interest Rate (PIK) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 9.50 | |
Mudrick Convertible Note [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 95.23 | |
Mudrick Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 30 | |
Convertible Promissory Notes [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 11.9 | |
Maximum [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.5 | |
Maximum [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 82.7 | |
Maximum [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.1 | |
Maximum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.5 | |
Maximum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Conversion Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 85 | |
Minimum [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.2 | |
Minimum [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 66.9 | |
Minimum [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.5 | |
Minimum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.3 | |
Minimum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Conversion Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 80 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the level 3 warrant liability measured at fair value - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Commitment Liability [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Additions | $ 1,365 | |
Fair value measurement adjustments | (1,045) | |
Balance (end of period) | 320 | |
Private Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Additions | 900 | |
Fair value measurement adjustments | (653) | |
Balance (end of period) | 247 | |
Convertible Redeemable Preferred Stock Warrant Liability [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | 48,167 | $ 35,473 |
Additions | 916 | |
Fair value measurement adjustments | 33,183 | 15,293 |
Exercised | (81,350) | (3,515) |
Balance (end of period) | 48,167 | |
Common Stock Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | 337 | 277 |
Additions | 0 | |
Fair value measurement adjustments | 265 | 60 |
Exercised | $ 602 | |
Balance (end of period) | $ 337 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in the level 3 convertible promissory notes and securities measured at fair value - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement adjustments | $ 93,029 | $ (5,383) |
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | 34,803 | |
Additions | 29,420 | |
Fair value measurement adjustments | 6,700 | 5,383 |
Converted | (41,503) | |
Balance (end of period) | $ 34,803 | |
Fair Value, Inputs, Level 3 [Member] | Bridge Loans [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Additions | 37,539 | |
Fair value measurement adjustments | 10,094 | |
Converted | (47,633) | |
Fair Value, Inputs, Level 3 [Member] | Mudrick Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Additions | 166,039 | |
Fair value measurement adjustments | (109,296) | |
Balance (end of period) | $ 56,743 |
Contingent Compensation (Detail
Contingent Compensation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 shares | Apr. 30, 2019 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 08, 2022 $ / shares shares | Dec. 31, 2020 USD ($) | Apr. 30, 2019 € / shares | |
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Option indexed to equity settlement alternative share at fair value | shares | 12,800,000 | ||||||
Common stock par or stated value per share | $ / shares | $ 0.00001 | $ 0.0001 | $ 0.0001 | ||||
Settlement Of Contingent Consideration Liability [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Deferrred compensation share based arrangements liability current | $ 44 | ||||||
Stock Issued During Period, Shares, New Issues | shares | 935,005 | ||||||
Call and Put Option [Member] | Accrued Liabilities [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Deferrred compensation share based arrangements liability current | $ 5,087 | 44 | $ 7,078 | ||||
Call and Put Option [Member] | Other Noncurrent Liabilities [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Deferred compensation share based arrangements liability non current | $ 1,963 | ||||||
Drivy [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Business combination percentage of voting interests acquired | 100% | ||||||
Business combination consideration transferred one | $ 155,600 | ||||||
Payment to acquire business gross | 99,300 | ||||||
Stock issued during period, value, Acquisitions | 56,300 | ||||||
Debt instrument collateral amount | $ 10,000 | ||||||
Drivy [Member] | Call and Put Option [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Business combination step acquistion equity interest in acquiree percentage | 81% | ||||||
Percentage of remaining equity interest to be acquired | 19% | ||||||
Period over which the remaining equity interest is to be acquired | 3 years | ||||||
Option indexed to equity settlement alternative share at fair value | shares | 935,005 | ||||||
Number of remaining shares of acquiree based on which the share settlement is to be made | shares | 37,971 | ||||||
Drivy [Member] | Call and Put Option [Member] | Early Termination of Employees [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Payment of deferred compensation liability in cash | 12,200 | ||||||
Drivy [Member] | Call and Put Option [Member] | Accrued Liabilities [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Deferrred compensation share based arrangements liability current | $ 5,100 | $ 44 | |||||
Drivy [Member] | Call and Put Option [Member] | Settlable in Cash [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Proportion of remaning equity interest | 0.1102 | ||||||
Drivy [Member] | Call and Put Option [Member] | Settlable in Shares [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Proportion of remaning equity interest | 0.0798 | ||||||
Drivy [Member] | Call Option [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Common stock par or stated value per share | € / shares | € 0.01 | ||||||
Drivy [Member] | Put Option [Member] | |||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | |||||||
Common stock par or stated value per share | € / shares | € 0.01 |
Contingent Compensation (Deta_2
Contingent Compensation (Details) - Schedule of expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss - Drivy [Member] - Call and Put Option [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||
Compensation expense excluding cost of good and service sold | $ 1,180 | $ 11,289 |
Sales and marketing [Member] | ||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||
Compensation expense excluding cost of good and service sold | 26 | 135 |
Operations and support [Member] | ||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||
Compensation expense excluding cost of good and service sold | 31 | 165 |
Technology and product development [Member] | ||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||
Compensation expense excluding cost of good and service sold | 74 | 340 |
General and administrative [Member] | ||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||
Compensation expense excluding cost of good and service sold | $ 1,049 | $ 10,649 |
Contingent Compensation (Deta_3
Contingent Compensation (Details) - Schedule of short term and long term liability relating to the call and put option - Call and Put Option [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Accrued Liabilities [Member] | ||
Disclosure in Tabular Form of Short Term and Long Term Liability Relating to the Call and Put Option [Line Items] | ||
Other Accrued Liabilities, Beginning balance | $ 5,087 | $ 7,078 |
Other Accrued Liabilities, Additions | 158 | 13,839 |
Other Accrued Liabilities, Payments | (1,581) | (14,280) |
Other Accrued Liabilities, Settlements through issuance of common stock | (4,642) | |
Other Accrued Liabilities, Changes in fair value for share settled liability | 1,022 | (2,550) |
Other Accrued Liabilities, Reclassification from Long term to Short term | 1,000 | |
Other Accrued Liabilities, Ending balance | $ 44 | 5,087 |
Other Long-Term Liabilities [Member] | ||
Disclosure in Tabular Form of Short Term and Long Term Liability Relating to the Call and Put Option [Line Items] | ||
Other Accrued Liabilities, Reclassification from Long term to Short term | (1,000) | |
Other Long-Term Liabilities, Beginning balance | 1,963 | |
Other Long-Term Liabilities, Payments | $ (963) |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of Disaggregation of Revenues - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 59,455 | $ 63,067 |
Service revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 58,108 | 61,120 |
Service revenue [Member] | United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 34,869 | 37,413 |
Service revenue [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 23,239 | 23,707 |
Lease revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,347 | 1,947 |
Lease revenue [Member] | United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 859 | 1,218 |
Lease revenue [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 488 | $ 729 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Revenue from Contract with Customer [Abstract] | ||||
Contract with customer asset | $ 601 | $ 700 | $ 681 | $ 500 |
Contract with customer liability | $ 700 | $ 300 | $ 300 | $ 500 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Summary of prepaid expenses and other current assets - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||||
Consulting | $ 1,802 | $ 27 | ||
Insurance | 713 | 644 | ||
Subscriptions | 694 | 1,061 | ||
Contract assets | 601 | $ 700 | 681 | $ 500 |
Compensation | 284 | 120 | ||
Sales tax | 284 | 1,440 | ||
Advertising services | 116 | 699 | ||
Other | 1,590 | 1,218 | ||
Prepaid Expenses and Other Current Assets | $ 6,084 | $ 5,890 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Summary of Property and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (7,094) | $ (4,354) |
Property and Equipment, Net | 10,451 | 10,731 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,089 | 841 |
Vehicles and Vehicle Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,677 | 1,457 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,249 | 1,253 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11,530 | $ 11,534 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2,300,000 | $ 2,500,000 | ||
Impairment of Depreciation and Amortization | $ 500,000 | $ 400,000 | $ 0 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Depreciation, Depletion and Amortization, Nonproduction | Depreciation, Depletion and Amortization, Nonproduction |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - Summary of Changes in Carrying Amount of Goodwill - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Opening Balance | $ 122,805,000 | $ 132,307,000 |
Foreign currency translation | (6,808,000) | (9,502,000) |
Impairment | (23,269,000) | 0 |
Goodwill | $ 92,728,000 | $ 122,805,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Summary of Detail of Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 43,945 | $ 45,306 |
Accumulated Amortization | (32,917) | (26,452) |
Net Carrying Amount | $ 11,028 | $ 18,854 |
Weighted-Average Remaining Life (Years) | 1 year 3 months 18 days | 2 years 2 months 12 days |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,407 | $ 12,043 |
Accumulated Amortization | (8,365) | (6,423) |
Net Carrying Amount | $ 3,042 | $ 5,620 |
Weighted-Average Remaining Life (Years) | 1 year 3 months 18 days | 2 years 3 months 18 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 31,124 | $ 32,932 |
Accumulated Amortization | (24,238) | (19,698) |
Net Carrying Amount | $ 6,886 | $ 13,234 |
Weighted-Average Remaining Life (Years) | 1 year 3 months 18 days | 2 years 2 months 12 days |
Tradenames and Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 331 | |
Accumulated Amortization | (331) | |
Net Carrying Amount | $ 0 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 314 | |
Accumulated Amortization | (314) | |
Capitalized Software Costs - Work in progress ("WIP") [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,100 | |
Net Carrying Amount | $ 1,100 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Summary of Expected Future Amortization Expense for Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 7,446 | |
2024 | 2,482 | |
Thereafter | 1,100 | |
Net Carrying Amount | $ 11,028 | $ 18,854 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment loss on goodwill | $ 23,269,000 | $ 0 | ||
Amortization expense other intangibles assets, net | 7,800,000 | $ 9,500,000 | ||
Impairment of intangible assets | $ 500,000 | $ 400,000 | $ 0 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Depreciation, Depletion and Amortization, Nonproduction | Depreciation, Depletion and Amortization, Nonproduction |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - Schedule of other accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Claims payable | $ 9,511 | $ 8,132 |
Compensation | 3,400 | 9,176 |
Professional services | 4,162 | 2,342 |
Lease incentive obligation | 606 | |
Deferred rent | 37 | |
Insurance | 350 | 362 |
Vehicle leases | 665 | 744 |
Sales and other tax | 16,192 | 3,040 |
Other | 3,080 | 2,952 |
Other Accrued Liabilities | $ 37,360 | $ 27,391 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - Schedule of other long-term liabilities $ in Thousands | Dec. 31, 2021 USD ($) |
Payables and Accruals [Abstract] | |
Deferred rent | $ 2,725 |
Lease incentive obligation | 3,936 |
Other | 190 |
Other Long-Term Liabilities | $ 6,851 |
Notes Payable (Details)
Notes Payable (Details) $ / shares in Units, € in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | 27 Months Ended | ||||||||||||||||||||||||||||
Dec. 08, 2022 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) | Aug. 03, 2021 EUR (€) | Jul. 13, 2021 EUR (€) | May 01, 2021 USD ($) | May 01, 2020 USD ($) | Feb. 29, 2020 USD ($) $ / shares shares | Dec. 31, 2022 EUR (€) | Oct. 31, 2022 USD ($) shares | Oct. 31, 2021 EUR (€) | Jun. 30, 2021 USD ($) | Jan. 31, 2021 EUR (€) | Nov. 30, 2020 USD ($) Note | Oct. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | Apr. 30, 2018 USD ($) | Dec. 08, 2022 USD ($) TradingDay $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Jan. 01, 2023 USD ($) | May 04, 2023 shares | Dec. 31, 2022 EUR (€) | Dec. 06, 2022 USD ($) | Sep. 30, 2022 USD ($) | Oct. 01, 2021 EUR (€) | Feb. 28, 2021 USD ($) | Jul. 31, 2019 USD ($) | Jun. 01, 2019 USD ($) | Apr. 01, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 0.12% | |||||||||||||||||||||||||||||||
Debt discount | $ 581,000 | |||||||||||||||||||||||||||||||
Interest expense | $ 127,000 | € 120 | 46,000 | € 40 | ||||||||||||||||||||||||||||
Prepaid Expense | 116,000 | 699,000 | ||||||||||||||||||||||||||||||
Long-Term Debt | 4,409,000 | |||||||||||||||||||||||||||||||
Cash and cash equivalents | 64,294,000 | 62,516,000 | ||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | 247,000 | 48,504,000 | ||||||||||||||||||||||||||||||
Amortization of debt issuance costs | 4,609,000 | 978,000 | ||||||||||||||||||||||||||||||
Company's equity interests | 69,500,000 | (401,221,000) | ||||||||||||||||||||||||||||||
Gain on debt extinguishment | 7,017,000 | |||||||||||||||||||||||||||||||
Current portion of long term debt | 1,200,000 | € 1,100 | ||||||||||||||||||||||||||||||
Non current portion of long term debt | 4,400,000 | € 4,100 | ||||||||||||||||||||||||||||||
Number of private placement warrants agreed to purchase | shares | 110,652 | 110,652 | ||||||||||||||||||||||||||||||
Braemar Energy Ventures III LP [Member] | Subordinated Debt [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 1,500,000 | 100,000 | ||||||||||||||||||||||||||||||
Interest expense | 20,000 | |||||||||||||||||||||||||||||||
Notes issued | $ 2,000,000 | $ 2,500,000 | ||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 10% | |||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ (1,900,000) | |||||||||||||||||||||||||||||||
Debt instrument frequency of periodic payment | annually | annually | ||||||||||||||||||||||||||||||
Debt instrument payment terms | the principal and any accrued but unpaid interest will be due and payable upon holder demand at any time on or after October 30, 2023. | the principal and any accrued but unpaid interest will be due and payable upon holder demand at any time on or after October 30, 2023. | ||||||||||||||||||||||||||||||
Threshold amount used to calculate prepayment premium | $ 200,000 | |||||||||||||||||||||||||||||||
Common stock, shares issued | shares | 200,000 | |||||||||||||||||||||||||||||||
Minimum of new equity investment | $ 2,000,000 | |||||||||||||||||||||||||||||||
Debt instrument principal and accrued interest | $ 2,000,000 | |||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 1.50% | |||||||||||||||||||||||||||||||
Maximum increase in interest rate of the event | 8% | |||||||||||||||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||||||||||||||
proceeds from sale of equity securities | $ 50,000,000 | |||||||||||||||||||||||||||||||
Notes issued | $ 400,000 | $ 400,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 12,000 | |||||||||||||||||||||||||||||||
Exchanged shares of common stock | shares | 32,329 | 32,329 | ||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | $ 1,100,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 16,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 36,098 | |||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | $ 2,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 54,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 169,156 | |||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | Legacy Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 32,329 | |||||||||||||||||||||||||||||||
2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest expense | $ 0 | 0 | ||||||||||||||||||||||||||||||
Notes issued | $ 29,400,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Due Date of Debt, Month and Year | 2023-11 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,467,402 | |||||||||||||||||||||||||||||||
Convertible promissory note fair value adjustment | 6,700,000 | |||||||||||||||||||||||||||||||
Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 700,000 | 400,000 | 94,000 | |||||||||||||||||||||||||||||
Interest expense | $ 7,300,000 | 1,800,000 | ||||||||||||||||||||||||||||||
Notes issued | $ 75,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 07, 2023 | |||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 13.90% | 13.90% | 11.57% | |||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,400,000 | $ 3,400,000 | $ 4,100,000 | |||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | 25,000,000 | |||||||||||||||||||||||||||||||
Interest Costs Capitalized | 600,000 | |||||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 300,000 | 86,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 500,000 | |||||||||||||||||||||||||||||||
Debt instrument payment terms | The loan agreement requires mandatory repayments if either 1) an acceptable SPAC transaction or acceptable Primary Equity Issuance with a valuation of the Company’s equity interests of at least $1.0 billion isn’t consummated on or prior to September 30, 2022 or 2) if the last twelve months (“LTM”) Net Revenue is below a certain threshold. Upon either event, the Company is required to repay 4.17% of the principal amount outstanding as of the date of the breach payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial breach will not alter the monthly mandatory repayment obligation. | The loan agreement requires mandatory repayments if either 1) an acceptable SPAC transaction or acceptable Primary Equity Issuance with a valuation of the Company’s equity interests of at least $1.0 billion isn’t consummated on or prior to September 30, 2022 or 2) if the last twelve months (“LTM”) Net Revenue is below a certain threshold. Upon either event, the Company is required to repay 4.17% of the principal amount outstanding as of the date of the breach payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial breach will not alter the monthly mandatory repayment obligation. | ||||||||||||||||||||||||||||||
Horizon Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt discount | 600,000 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 800,000 | |||||||||||||||||||||||||||||||
Interest expense | 4,100,000 | |||||||||||||||||||||||||||||||
Notes issued | $ 18,000,000 | |||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 13.88% | 13.88% | ||||||||||||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 3,500,000 | $ 7,000,000 | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||||||||||||||||||||||||
Number of current borrowing capacity available | Note | 2 | |||||||||||||||||||||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 208,498 | |||||||||||||||||||||||||||||||
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 1.16 | |||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 200,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,100,000 | 1,100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 1,900,000 | $ 800,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Repurchase Date | Oct. 08, 2021 | Oct. 08, 2021 | ||||||||||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Dec. 01, 2024 | Dec. 01, 2024 | ||||||||||||||||||||||||||||||
Horizon Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 10.50% | |||||||||||||||||||||||||||||||
Notes issued | $ 1,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 01, 2024 | |||||||||||||||||||||||||||||||
Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 1% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2022 | |||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 6,900,000 | |||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 7,000,000 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | $ 4,500,000 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | 3,000,000 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | 1,500,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 300,000 | |||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | |||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2025-09 | |||||||||||||||||||||||||||||||
Long term debt bearing fixed interest rate | 2.25% | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Additional guarantee commission loan expense to french government | € | € 51 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | € 3,000 | $ 3,000,000 | € 3,000 | |||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-11 | |||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2022-11 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche One [Member] | SubTranche One [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | € | € 600 | |||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2022-12 | |||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-11 | |||||||||||||||||||||||||||||||
Long Term Debt Additional Fixed Interest Rate | 0.70% | |||||||||||||||||||||||||||||||
Debt instrument monthly payment of principal | € | € 12 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche One [Member] | Sub Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | € | € 2,400 | |||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2022-11 | |||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-11 | |||||||||||||||||||||||||||||||
Debt instrument additional effective rate of interest | 1.44% | |||||||||||||||||||||||||||||||
Debt instrument monthly payment of principal | € | € 49 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | € | € 1,500 | € 75 | ||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | |||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-06 | |||||||||||||||||||||||||||||||
Bridge Loans [Member] | Convertible Subordinated Debt [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest expense | $ 0 | |||||||||||||||||||||||||||||||
Notes issued | $ 50,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 01, 2024 | May 01, 2024 | ||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 1.85% | 1.85% | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 38,100,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,400,542 | |||||||||||||||||||||||||||||||
Convertible promissory note fair value adjustment | 10,100,000 | |||||||||||||||||||||||||||||||
Debt instrument percentage of conversion price | 70% | |||||||||||||||||||||||||||||||
Bridge Loans [Member] | Braemar Energy Ventures III LP [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | 5,000,000 | |||||||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 86.96 | |||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 169,800,000 | |||||||||||||||||||||||||||||||
Notes issued | $ 175,000,000 | $ 175,000,000 | ||||||||||||||||||||||||||||||
Debt instrument principal amount denomination for conversion into common stock | $ 1,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 115% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | TradingDay | 90 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 9.21 | |||||||||||||||||||||||||||||||
Additional shares of common stock | shares | 266,156 | 266,156 | ||||||||||||||||||||||||||||||
Repurchase of notes principal amount | $ 1,000 | |||||||||||||||||||||||||||||||
Description of notice of default | On June 23, 2023, the Company received written notice from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. As of August 23, 2023, the cure period for such default expired and the Company had not yet filed its Form 10-K. In lieu of acceleration of the repayment obligation as a result of such event of default, the Company elected to pay additional interest on the notes at a rate per annum equal to (a) one quarter of one percent (0.25%) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent (0.50%) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent (0.50%). | On June 23, 2023, the Company received written notice from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. As of August 23, 2023, the cure period for such default expired and the Company had not yet filed its Form 10-K. In lieu of acceleration of the repayment obligation as a result of such event of default, the Company elected to pay additional interest on the notes at a rate per annum equal to (a) one quarter of one percent (0.25%) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent (0.50%) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent (0.50%). | ||||||||||||||||||||||||||||||
Debt instrument additional effective rate of interest | 2% | 2% | ||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Jun. 15, 2023 | |||||||||||||||||||||||||||||||
Debt instrument payment terms | The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind) | The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind) | ||||||||||||||||||||||||||||||
Maturity date | December 8, 2027, unless earlier converted, redeemed or repurchased. | December 8, 2027, unless earlier converted, redeemed or repurchased. | ||||||||||||||||||||||||||||||
Number of trading days following the closing of the private placement warrants agreed to issue to the subscriber | 100 days | |||||||||||||||||||||||||||||||
Number of private placement warrants agreed to purchase | shares | 2,800,000 | 2,800,000 | 7,000,000 | |||||||||||||||||||||||||||||
Private placement warrant price (in Dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||||||||||||||||||
Aggregate value of warrants will be exercisable for shares of common stock | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||||||||||||
Value Of Warrant Per Share | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||||||||||||||||||
Number of trading days following the closing of private placement to reflect the adjusted upward or downward of weighted average price for value of warrants | 90 days | |||||||||||||||||||||||||||||||
Maximum upward or downward adjustment per warrant | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||||||||
Minimum number of warrants obligated to issue as a result of adjustment to warrants\ | shares | 1,750,000 | 1,750,000 | ||||||||||||||||||||||||||||||
Maximum number of warrants obligated to issue as a result of adjustment to warrants | shares | 7,000,000 | 7,000,000 | ||||||||||||||||||||||||||||||
Value of warrants for issuing has right to pay in cash | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||||||||||||
Backstop fee | $ 5,200,000 | |||||||||||||||||||||||||||||||
Mudrick Convertible Notes Paid in Cash [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 8% | 8% | ||||||||||||||||||||||||||||||
Mudrick Convertible Notes Paid in Kind [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 9.50% | 9.50% | ||||||||||||||||||||||||||||||
Mudrick Convertible Notes, Event of Default for First 90 Days [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt default, interest rate of principal amount | 0.25% | 0.25% | ||||||||||||||||||||||||||||||
Mudrick Convertible Notes, Event of Default for 91 through 180th Day [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt default, interest rate of principal amount | 0.50% | 0.50% | ||||||||||||||||||||||||||||||
Individually Immaterial Counterparties [Member] | 2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | $ 50,000,000 | |||||||||||||||||||||||||||||||
Maximum Additional Promotion Commitment [Member] | Within 18 Months From The Effective Date [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | $ 11,500,000 | |||||||||||||||||||||||||||||||
Percentage of commitment value in cash | 22.50% | |||||||||||||||||||||||||||||||
Minimum Commitment Tranche [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Notes issued | $ 400,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||
Prepaid Expense | $ 500,000 | |||||||||||||||||||||||||||||||
Long-Term Debt | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Minimum Commitment Tranche [Member] | Advertising [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, amount utilized | 3,300,000 | |||||||||||||||||||||||||||||||
Initial Promotion Commitment Tranche [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 1,500,000 | |||||||||||||||||||||||||||||||
Minimum commitment tranche | $ 3,500,000 | |||||||||||||||||||||||||||||||
Prepaid Expense | 600,000 | |||||||||||||||||||||||||||||||
Debt discount | 49,000 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 33,000 | |||||||||||||||||||||||||||||||
Interest expense | $ 5,000 | $ 6,000 | ||||||||||||||||||||||||||||||
Additional Promotion Commitment Tranche [Member] | Within 18 Months From The Effective Date [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 2,000,000 | |||||||||||||||||||||||||||||||
Minimum commitment tranche | 3,500,000 | |||||||||||||||||||||||||||||||
Prepaid Expense | $ 500,000 | |||||||||||||||||||||||||||||||
Minimum [Member] | 2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 80 | |||||||||||||||||||||||||||||||
Minimum [Member] | Mudrick Convertible Notes, No Event of Default Exceeds One Half of One Percent [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt default, interest rate of principal amount | 0.50% | 0.50% | ||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ 10,000,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | 2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 85 | |||||||||||||||||||||||||||||||
Maximum [Member] | Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Long term debt period of maturity | 6 years | 6 years | ||||||||||||||||||||||||||||||
If equity goes below the threshold limit [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Company's equity interests | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
If the last twelve months (LTM) Net Revenue is below a certain threshold [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of repayment in principal amount outstanding | 4.17% | 4.17% | ||||||||||||||||||||||||||||||
Mandatory repayment term one [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | ||||||||||||||||||||||||||||||
Repayments of Long-Term Debt | $ 40,000,000 | |||||||||||||||||||||||||||||||
Mandatory repayment term one [Member] | Maximum [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Company's equity interests | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
Mandatory repayment term two [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | ||||||||||||||||||||||||||||||
Mandatory repayment term five [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | ||||||||||||||||||||||||||||||
Threshold limit on proceeds from any recovery event | $ 1,000,000 | |||||||||||||||||||||||||||||||
Mandatory repayment not required if replace or restore any properties or assets during the period | 180 days | 180 days | ||||||||||||||||||||||||||||||
Threshold days required to utilised the net cash proceeds received | 180 days | 180 days | ||||||||||||||||||||||||||||||
Debt insstrument, Principal balance [Member] | Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | 6,900,000 | |||||||||||||||||||||||||||||||
Debt instrument, Accrued Interest [Member] | Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 79,000 | |||||||||||||||||||||||||||||||
Series E warrants [Member] | Horizon Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 107,724 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 107,724 | |||||||||||||||||||||||||||||||
Debt Instrument, Redemption, Period One [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 10% | |||||||||||||||||||||||||||||||
Debt Instrument, Redemption, Period Two [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 11% | |||||||||||||||||||||||||||||||
Debt Instrument, Redemption, Period Three [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 12% | |||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | ||||||||||||||||||||||||||||||
Threshold limit on sale of any asset per transaction or series of related transactions | $ 1,000,000 | |||||||||||||||||||||||||||||||
Threshold limit on sale of any asset or series of related transactions during the period | $ 5,000,000 | |||||||||||||||||||||||||||||||
Threshold days required to purchase assets, other than inventory and working capital on net sale proceeds | 180 days | 180 days |
Notes Payable (Details) - Summa
Notes Payable (Details) - Summary Of Convertible Notes Payable - Convertible Notes Payable [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | $ 56,842 | $ 35,277 |
iHeart Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | 99 | 474 |
2021 Convertible Promissory Notes measured at fair value [Member] | ||
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | 0 | 34,803 |
Mudrick Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | $ 56,743 | $ 0 |
Notes Payable (Details) - Sum_2
Notes Payable (Details) - Summary Of Company's Notes Payable - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total Notes Payable | $ 4,409 | $ 79,923 |
Less: unamortized debt issuance costs | (521) | |
Less: unamortized debt discount | (581) | |
Less: short-term portion | (1,211) | (464) |
Total Notes Payable, less current portion | 3,198 | 78,357 |
Deutsche Bank Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 75,000 | |
PGE Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 4,409 | 4,923 |
Less: short-term portion | $ (1,211) | $ (464) |
Notes Payable (Details) - Sum_3
Notes Payable (Details) - Summary Of Notes Payable Future Principal Payments $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,211 |
2024 | 1,137 |
2025 | 1,143 |
2026 | 918 |
Total | $ 4,409 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Components of Lease Expense $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lease, Cost [Abstract] | |
Operating lease costs | $ 3,299 |
Short term lease costs | 1,566 |
Variable lease costs | 876 |
Sublease income | (1,347) |
Total Lease Costs | $ 4,394 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information Related to Leases $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Other Information Related To Leases [Line Items] | |
Operating cash flows used for lease liabilities | $ 3,971 |
Right of use assets acquired under operating lease on the adoption of ASC 842 | $ 14,341 |
Leases (Details)
Leases (Details) | Dec. 31, 2022 |
Leases [Line Items] | |
Weighted-average remaining lease term (in years): | 6 years 6 months |
Weighted average incremental borrowing rate | 11.60% |
Maximum [Member] | |
Leases [Line Items] | |
Term of lease agreements | 8 years |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Future Minimum Lease Payments Under Operating Leases - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2023 | $ 4,067 | |
2024 | 4,164 | |
2025 | 4,261 | |
2026 | 4,360 | |
2027 | 4,461 | |
Thereafter | 6,676 | |
Total | 27,989 | |
Less: Imputed interest | (8,351) | |
Operating Lease, Liability | $ 19,638 | $ 21,300 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Future Minimum Lease Payments for Non-cancellable Operating Leases $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2022 | $ 3,990 |
2023 | 4,100 |
2024 | 4,198 |
2025 | 4,295 |
Thereafter | 15,997 |
Total | $ 32,580 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Loss contingency estimated amount of loss recorded an accrual | $ 0.2 | ||
Increase in estimated loss | $ 0.1 | ||
Loss contingency accrual amount | $ 1.4 | $ 1.3 | |
Subsequent Event [Member] | |||
Loss Contingencies [Line Items] | |||
Losses accrued related to tentative settlement | $ 0.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation allowance | $ 174,300,000 | $ 166,200,000 |
Unrecognized tax benefits | 0 | 0 |
Income tax benefit | $ (638,000) | $ (471,000) |
Effective Income Tax Rate | 0.40% | 0.40% |
Unrecognized tax benefits income tax interest and penalties accrued | $ 0 | $ 0 |
US Federal Authority [Member] | ||
Net operating loss | $ 15,500,000 | |
Operating loss, expiration date | 2031 | |
Operating loss carryforwards unlimited carryover period | $ 100,200,000 | |
US State Authority [Member] | ||
Net operating loss | $ 42,000,000 | |
Operating loss, expiration date | 2027 | |
Operating loss carryforwards unlimited carryover period | $ 1,500,000 | |
Foreign Authority [Member] | ||
Net operating loss | $ 900,000 | |
Operating loss, expiration date | 2026 | |
Operating loss carryforwards unlimited carryover period | $ 23,400,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of US and Foreign Components of Loss Before Provision for Income Taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | ||
United States | $ (100,259) | $ (105,821) |
Foreign | (36,444) | (14,713) |
Loss, before (Benefit) for Income Taxes | $ (136,703) | $ (120,534) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Components of Provision For (benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | ||
State | 39 | 9 |
Foreign | 13 | 3 |
Total Current Tax Expense | 52 | 12 |
Deferred: | ||
Federal | ||
State | ||
Foreign | (690) | (483) |
Total Deferred Tax Benefit | (690) | (483) |
Total Benefit from Income Taxes | $ (638) | $ (471) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Income Tax Rate Reconciliation Percent | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal statutory income tax rate | 21% | 21% |
State income tax expense | 1.30% | 3.50% |
Permanent tax adjustments | (1.20%) | (1.90%) |
Fair value adjustments | (7.40%) | (3.60%) |
Transaction costs | (2.70%) | |
Gain on debt extinguishment | 1.20% | |
Change in valuation allowance | (6.70%) | (19.90%) |
Foreign rate differential | (3.00%) | 0.60% |
Other, net | (0.90%) | (0.50%) |
Effective income tax rate | 0.40% | 0.40% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 183,522 | $ 159,303 |
Capitalized research costs | 6,678 | |
Lease liabilities | 5,066 | |
Accruals and reserves | 5,097 | 3,432 |
Other | 8,800 | 6,014 |
Total Deferred Tax Assets | 209,163 | 168,749 |
Less: valuation allowance | (174,317) | (166,243) |
Total Deferred Tax Assets, Net of Valuation Allowance | 34,846 | 2,506 |
Deferred tax liabilities: | ||
Intangibles | (1,742) | (3,937) |
Convertible debt | (30,541) | |
ROU assets | (3,290) | |
Other | (200) | (278) |
Total Deferred Tax Liabilities | (35,773) | (4,215) |
Net Deferred Tax Liabilities | $ (927) | $ (1,709) |
Mezzanine Equity and Stockhol_3
Mezzanine Equity and Stockholders' Deficit (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 08, 2022 | Nov. 07, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Apr. 30, 2021 | May 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||||||||
Shares authorized for issuance | 1,020,000,000 | ||||||||||
Common stock shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, shares issued | 92,085,974 | 92,085,974 | 25,536,563 | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.00001 | |||||||
Preferred stock, shares authorized | 20,000,000 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||
Business combination common stock issued for purchase consideration | 266,156 | ||||||||||
Stock issued during period shares issued for settlement of terminated vehicle leases | 105,040 | ||||||||||
Shares Outstanding | 40,182,816 | ||||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||
Dividends declared | $ 0 | $ 0 | $ 0 | ||||||||
Minimum holding percentage of convertible redeemable preferred stock | 55% | ||||||||||
Common stock options [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Options exercised | 79,483 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Equity instruments other than options, vested in period | 292,955 | ||||||||||
Common Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Common stock, shares issued | 18,349,558 | ||||||||||
Options exercised | 79,483 | 4,091,579 | |||||||||
Shares issued, Shares, Share based payment arrangement | 372,438 | ||||||||||
Stock issued during period, shares, to settle outstanding contingent compensation liability | 935,005 | ||||||||||
Bridge Loans [Member] | Convertible Subordinated Debt [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Common stock, shares issued | 5,400,542 | ||||||||||
Early Bird Capital [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Bonus shares | 2,000,000 | ||||||||||
Series A Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock shares issued upon conversion | 953,072 | ||||||||||
Shares Outstanding | 3,419,807 | ||||||||||
Dividend payable per share | $ 3.1925 | $ 3.1925 | |||||||||
Liquidation preference per share | 3.1925 | 3.1925 | |||||||||
Conversion price per share | $ 3.1925 | $ 3.1925 | |||||||||
Series A Convertible Redeemable Preferred Stock [Member] | Shares Requirement for Voting Eligibility [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares Outstanding | 783,018 | 783,018 | |||||||||
Series B Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock shares issued upon conversion | 129,368 | ||||||||||
Shares Outstanding | 1,639,443 | ||||||||||
Dividend payable per share | $ 5.0329 | $ 5.0329 | |||||||||
Liquidation preference per share | 5.0329 | 5.0329 | |||||||||
Conversion price per share | $ 5.0329 | $ 5.0329 | |||||||||
Series B Convertible Redeemable Preferred Stock [Member] | Shares Requirement for Voting Eligibility [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares Outstanding | 783,018 | 783,018 | |||||||||
Series C Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock shares issued upon conversion | 37,841 | ||||||||||
Shares Outstanding | 3,470,349 | ||||||||||
Dividend payable per share | $ 6.8708 | $ 6.8708 | |||||||||
Liquidation preference per share | 6.8708 | 6.8708 | |||||||||
Conversion price per share | $ 6.8708 | $ 6.8708 | |||||||||
Series C Convertible Redeemable Preferred Stock [Member] | Shares Requirement for Voting Eligibility [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares Outstanding | 783,018 | 783,018 | |||||||||
Series D Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock shares issued upon conversion | 35,707 | ||||||||||
Shares Outstanding | 14,231,851 | ||||||||||
Dividend payable per share | $ 20.7239 | $ 20.7239 | |||||||||
Liquidation preference per share | 20.7239 | 20.7239 | |||||||||
Conversion price per share | $ 20.7239 | $ 20.7239 | |||||||||
Series D Convertible Redeemable Preferred Stock [Member] | Shares Requirement for Voting Eligibility [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares Outstanding | 783,018 | 783,018 | |||||||||
Series D-2 Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Dividend payable per share | $ 20.7239 | $ 20.7239 | |||||||||
Liquidation preference per share | 20.7239 | 20.7239 | |||||||||
Conversion price per share | 20.7239 | 20.7239 | |||||||||
Series D-3 Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares Outstanding | 1,711,584 | ||||||||||
Dividend payable per share | 29.6641 | 29.6641 | |||||||||
Liquidation preference per share | 29.6641 | 29.6641 | |||||||||
Conversion price per share | 29.6641 | 29.6641 | |||||||||
Series E Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Temporary equity stock issued during period, value | $ 1,528,000 | ||||||||||
Temporary equity stock issued during period, number of shares | 129,513 | ||||||||||
Sale of stock price per share | $ 4.75 | ||||||||||
Stock issuance costs | $ 26,000 | ||||||||||
Convertibe preferred stock settlement terms | For each purchase of Series E convertible redeemable preferred stock, each investor received preferred stock warrants exercisable into Series E-2 convertible redeemable preferred stock on a one-to-one basis. | ||||||||||
Convertible preferred stock value classified within mezzanine equity | $ 616,000 | ||||||||||
Conversion of stock amount issued | 1,520,000 | ||||||||||
Shares Outstanding | 6,080,675 | ||||||||||
Dividend payable per share | 11.9905 | 11.9905 | |||||||||
Liquidation preference per share | 11.9905 | 11.9905 | |||||||||
Conversion price per share | 11.9905 | 11.9905 | |||||||||
Series E-1 Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Shares Outstanding | 7,137,452 | ||||||||||
Dividend payable per share | 9.5924 | 9.5924 | |||||||||
Liquidation preference per share | 9.5924 | 9.5924 | |||||||||
Conversion price per share | 9.5924 | 9.5924 | |||||||||
Series E-2 Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Class of warrants or rights excercised during the period units | 24,851 | ||||||||||
Class of warrants or rights exercise price | $ 12.12 | ||||||||||
Preferred stock conversion basis | 1:1 | ||||||||||
Shares Outstanding | 2,172,707 | ||||||||||
Dividend payable per share | 0.0031 | 0.0031 | |||||||||
Liquidation preference per share | 0.0031 | 0.0031 | |||||||||
Conversion price per share | 0.0031 | 0.0031 | |||||||||
Series E-3 Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Class of warrants or rights excercised during the period units | 79,704 | 318,948 | |||||||||
Class of warrants or rights exercise price | $ 5.12 | $ 10.09 | |||||||||
Preferred stock conversion basis | 1:1 | 1:1 | |||||||||
Shares Outstanding | 318,948 | ||||||||||
Dividend payable per share | 0.0031 | 0.0031 | |||||||||
Liquidation preference per share | 0.0031 | 0.0031 | |||||||||
Conversion price per share | $ 0.0031 | $ 0.0031 | |||||||||
Warrants For Convertible Redeemable Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Preferred stock warrant liability | $ 912,000 | ||||||||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Class of warrants or rights excercised during the period units | 96,076 | ||||||||||
Class of warrants or rights exercise price | $ 7.71 | ||||||||||
Stock issued during period shares, Warrants exercised | 31,010 | ||||||||||
Non voting Common Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Conversion of stock shares converted | 1,155,987 | ||||||||||
Common stock, shares issued | 7,095,433 | ||||||||||
Class A Common Stock [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business combination common stock issued for purchase consideration | 67,200,526 | ||||||||||
Business combination common stock subject to redemption | 1,550,000 | ||||||||||
Class A Common Stock [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Bonus shares | 11,000,000 | ||||||||||
Class A Common Stock [Member] | Early Bird Capital [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Bonus shares | 2,000,000 | ||||||||||
Class A Common Stock [Member] | Early Bird Capital [Member] | Sponsor [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Business combination common stock held by remaining outstanding | 6,668,750 | ||||||||||
Convertible Redeemable Preferred Stock | |||||||||||
Temporary Equity [Line Items] | |||||||||||
Convertible preferred stock shares issued upon conversion | 1,155,987 | ||||||||||
Shares Outstanding | 0 | 0 |
Mezzanine Equity and Stockhol_4
Mezzanine Equity and Stockholders' Deficit - Summary of Legacy Getaround Common Stock (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Common stock, shares issued | 92,085,974 | 25,536,563 |
Common stock, shares outstanding | 92,085,974 | 25,536,563 |
Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Common stock, shares issued | 18,349,558 | |
Common stock, shares outstanding | 18,349,558 | |
Class B Non Voting Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Common stock, shares issued | 91,572 | |
Common stock, shares outstanding | 91,572 | |
Nonvoting Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Common stock, shares issued | 7,095,433 | |
Common stock, shares outstanding | 7,095,433 |
Mezzanine Equity and Stockhol_5
Mezzanine Equity and Stockholders' Deficit - Summary of Convertible Redeemable Preferred Stock (Details) $ in Thousands | Dec. 31, 2021 USD ($) shares |
Temporary Equity [Line Items] | |
Authorized Shares | 59,691,437 |
Shares Issued | 40,182,816 |
Shares Outstanding | 40,182,816 |
Liquidation Preference | $ | $ 532,138 |
Carrying value | $ | $ 410,368 |
Series A Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 4,642,935 |
Shares Issued | 3,419,807 |
Shares Outstanding | 3,419,807 |
Liquidation Preference | $ | $ 10,918 |
Carrying value | $ | $ 16,953 |
Series B Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 3,836,863 |
Shares Issued | 1,639,443 |
Shares Outstanding | 1,639,443 |
Liquidation Preference | $ | $ 8,251 |
Carrying value | $ | $ 9,338 |
Series C Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 5,933,162 |
Shares Issued | 3,470,349 |
Shares Outstanding | 3,470,349 |
Liquidation Preference | $ | $ 23,844 |
Carrying value | $ | $ 22,761 |
Series D Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 14,671,438 |
Shares Issued | 14,231,851 |
Shares Outstanding | 14,231,851 |
Liquidation Preference | $ | $ 294,940 |
Carrying value | $ | $ 191,841 |
Series D-2 Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 868,561 |
Series D-3 Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 1,711,584 |
Shares Issued | 1,711,584 |
Shares Outstanding | 1,711,584 |
Liquidation Preference | $ | $ 50,773 |
Carrying value | $ | $ 49,587 |
Series E Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 7,673,538 |
Shares Issued | 6,080,675 |
Shares Outstanding | 6,080,675 |
Liquidation Preference | $ | $ 74,939 |
Carrying value | $ | $ 51,709 |
Series E1 Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 7,137,460 |
Shares Issued | 7,137,452 |
Shares Outstanding | 7,137,452 |
Liquidation Preference | $ | $ 68,465 |
Carrying value | $ | $ 56,609 |
Series E 2 Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 7,505,927 |
Shares Issued | 2,172,707 |
Shares Outstanding | 2,172,707 |
Liquidation Preference | $ | $ 7 |
Carrying value | $ | $ 8,356 |
Series E 3 Convertible Redeemable Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Authorized Shares | 5,709,969 |
Shares Issued | 318,948 |
Shares Outstanding | 318,948 |
Liquidation Preference | $ | $ 1 |
Carrying value | $ | $ 3,214 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||
Dec. 08, 2022 | Dec. 06, 2022 | Sep. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2015 | Nov. 30, 2011 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares agreed to repurchase | 868,068 | |||||||||||
Share based compensation by share based award options exercisable | 3,189,176 | |||||||||||
Stock-based compensation expense | $ 15,200 | $ 13,100 | ||||||||||
Share based compensation by share based award fair value assumptions expected dividend rate | 0% | 0% | ||||||||||
Share based compensation by share based award number of shares authorized amount | $ 6,100 | |||||||||||
Value of notes transferred in exchange transaction | $ 6,100 | |||||||||||
Value of nonrecourse promissory note transferred in exchange transaction | $ 8,100 | |||||||||||
Number of shares transferred in exchange transaction | 831,788 | |||||||||||
Share based compensation by share based award aggregate number of stock options cumulatively exercised earlier | 0 | 0 | ||||||||||
Number of shares collateralized as part of loan agreement | 1,888,004 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 12,800,000 | |||||||||||
Value per share payment made | $ 6.12 | |||||||||||
Outstanding note receivable agreements | $ 8,284 | $ 14,478 | ||||||||||
Stock-based compensation | 9,127 | 11,468 | ||||||||||
Two Thousand And Fifteen Stockholder Notes [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized amount | $ 500 | |||||||||||
Number of shares collateralized as part of loan agreement | 353,264 | |||||||||||
Related party transaction rate of interest | 1.59% | |||||||||||
Payment for call option | $ 22 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 99,346 | |||||||||||
Value per share payment made | $ 4.81 | |||||||||||
Value per share additional payable | $ 0.01 | |||||||||||
Debt instrument maturity date | Dec. 11, 2020 | |||||||||||
Exercise option beginning date | Dec. 11, 2017 | |||||||||||
Exercise option end date | Dec. 11, 2020 | |||||||||||
Two Thousand And Eighteen Stockholder Notes [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized amount | $ 7,300 | |||||||||||
Number of shares collateralized as part of loan agreement | 1,591,342 | |||||||||||
Related party transaction rate of interest | 2.86% | |||||||||||
Payment for call option | $ 700 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 386,027 | |||||||||||
Value per share payment made | $ 18.95 | |||||||||||
Value per share additional payable | $ 0.06 | |||||||||||
Debt instrument maturity date | Sep. 14, 2025 | |||||||||||
Exercise option beginning date | Sep. 14, 2021 | |||||||||||
Exercise option end date | Sep. 14, 2025 | |||||||||||
Two Thousand And Nineteen Stockholder Note [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized amount | $ 5,600 | |||||||||||
Number of shares collateralized as part of loan agreement | 778,919 | |||||||||||
Related party transaction rate of interest | 1.59% | |||||||||||
Payment for call option | $ 400 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 202,265 | |||||||||||
Value per share payment made | $ 27.63 | |||||||||||
Value per share additional payable | $ 0.03 | |||||||||||
Debt instrument maturity date | Nov. 18, 2026 | |||||||||||
Exercise option beginning date | Nov. 18, 2021 | |||||||||||
Exercise option end date | Nov. 18, 2026 | |||||||||||
Incentive Stock Option [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | 4,800 | 9,700 | ||||||||||
Total unrecognized compensation cost, amount | $ 8,500 | |||||||||||
Total unrecognized compensation cost, period | 11 months 19 days | |||||||||||
Non Qualified Stock Options [Member] | Shareholder [Member] | Promissory Note Agreements With Two Shareholders [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award options exercisable | 3,345,568 | |||||||||||
Debt instrument face value | $ 21,300 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ 4,300 | $ 1,800 | ||||||||||
Total unrecognized compensation cost, amount | $ 27,900 | |||||||||||
Total unrecognized compensation cost, period | 1 year 10 months 2 days | |||||||||||
2010 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 4,702,784 | |||||||||||
Number of awards granted or issued | 0 | |||||||||||
2010 Plan [Member] | Incentive Stock Option [Member] | Employees [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award expiry period | 10 years | |||||||||||
Share based compensation by share based award vesting period | 5 years | |||||||||||
2010 Plan [Member] | Non Qualified Stock Options [Member] | Employees And Consultants [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award exercise price as a percentage of purchase price of common stock | 100% | |||||||||||
2010 Plan [Member] | Incentive Stock Options And Non Qualified Stock Options [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of awards granted or issued | 1,014,113 | |||||||||||
2010 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award vesting period | 4 years | |||||||||||
2022 Employee Stock Purchase Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 1,841,719 | |||||||||||
Percentage of employee's earnings | 15% | |||||||||||
Number of awards granted or issued | 0 | |||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 19,620,389 | |||||||||||
Number of awards granted or issued | 0 | |||||||||||
2022 Equity Incentive Plan [Member] | Earnout Shares [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 11,000,000 | |||||||||||
Management Alignment Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized | 1,200 | |||||||||||
Eligible value as a percentage of each transaction | 6% | |||||||||||
Maximum eligible bonus payable | $ 15,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Summary of restricted stock units (RSUs) activity - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSUs vested | (292,955) |
2010 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | 669,606 |
RSUs granted | 3,366,262 |
RSUs vested | (515,002) |
RSUs canceled | (70,074) |
Ending balance | 3,450,792 |
Beginning balance | $ / shares | $ 7.31 |
RSUs granted | $ / shares | 8.62 |
RSUs vested | $ / shares | 7.37 |
RSUs canceled | $ / shares | 5.46 |
Ending balance | $ / shares | $ 8.52 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Summary Of Stock Option Activity - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
2010 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Options granted | 0 | ||
2022 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Options granted | 0 | ||
Incentive Stock Options And Non Qualified Stock Options [Member] | 2010 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 8,665,557 | ||
Number of Shares, Options granted | 1,014,113 | ||
Number of Shares, Options exercised | (3,268,659) | ||
Number of Shares, Options expired | (278,069) | ||
Number of Shares, Options forfeited | (998,610) | ||
Number of Shares, Ending Balance | 5,134,332 | 8,665,557 | |
Number of Shares, Vested and Exercisable | 2,791,868 | ||
Number of Shares, Vested and Exercisable and Expected to Vest | 5,134,332 | ||
Weighted- Average Exercise Price, Beginning Balance | $ 3.24 | ||
Weighted- Average Exercise Price, Options granted | 3.90 | ||
Weighted- Average Exercise Price, Options exercised | 2.50 | ||
Weighted- Average Exercise Price, Options expired | 2.37 | ||
Weighted- Average Exercise Price, Options forfeited | 3.25 | ||
Weighted- Average Exercise Price, Ending Balance | 3.40 | $ 3.24 | |
Weighted- Average Exercise Price, Vested and Exercisable | 2.95 | ||
Weighted- Average Exercise Price, Vested and Exercisable and Expected to Vest | $ 3.40 | ||
Weighted- Average Remaining Contractual Life (Years) | 6 years 6 months | 8 years 2 months 15 days | |
Weighted- Average Remaining Contractual Life (Years), Options granted | 9 years 10 days | ||
Weighted- Average Remaining Contractual Life (Years), Options exercised | 7 years | ||
Weighted- Average Remaining Contractual Life (Years) | 6 years 6 months | 8 years 2 months 15 days | |
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable | 4 years 11 months 15 days | ||
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable and Expected to Vest | 6 years 6 months | ||
Aggregate Intrinsic Value, Beginning Balance | $ 6,889 | ||
Aggregate Intrinsic Value, Options granted | 2,470 | ||
Aggregate Intrinsic Value, Options exercised | 12,529 | $ 6,100 | |
Aggregate Intrinsic Value, Options expired | 1,154 | ||
Aggregate Intrinsic Value, Options forfeited | 3,495 | ||
Aggregate Intrinsic Value, Ending Balance | 16,660 | $ 6,889 | |
Aggregate Intrinsic Value, Vested and Exercisable | 10,073 | ||
Aggregate Intrinsic Value, Vested and Exercisable and Expected to Vest | $ 16,660 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Summary Of Stock Option Activity (Parenthetical) - 2010 Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Incentive Stock Options And Non Qualified Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation by share based award aggregate intrinsic value of options excercised during the period | $ 12,529 | $ 6,100 |
Share based compensation by share based award aggregate intrinsic value of options vested during the period | $ 4,500 | $ 14,600 |
Share based compensation by share based award stock options granted during the period weighted average grant date fair value | $ 3.90 | $ 3.18 |
Incentive Stock Options [Member] | Employees [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation by share based payment award plan modification incremental compensation costs | $ 1,200 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Summary Of The Weighted Average Assumptions Used In The Valuation Of Stock Options Granted | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 77.70% | 80.70% |
Risk-free interest rate | 2.90% | 1% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% |
Expected term (years) | 6 years | 6 years 1 month 6 days |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Detail) - Summary of the company recognized stock-based compensation expense related to stock options - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Incentive Stock Options And Non Qualified Stock Options [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 4,804 | $ 9,656 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 689 | 1,805 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Operations [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 689 | 1,217 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Technology And Product Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 1,191 | 2,729 |
Incentive Stock Options And Non Qualified Stock Options [Member] | General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 2,235 | 3,905 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 4,323 | 1,812 |
Restricted Stock Units (RSUs) [Member] | Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 734 | 305 |
Restricted Stock Units (RSUs) [Member] | Operations [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 734 | 378 |
Restricted Stock Units (RSUs) [Member] | Technology And Product Development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 1,372 | 800 |
Restricted Stock Units (RSUs) [Member] | General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 1,483 | $ 329 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Dec. 08, 2022 TradingDay BusinessDay $ / shares shares | Jul. 31, 2022 shares | Sep. 30, 2020 $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2016 USD ($) $ / shares shares | Dec. 31, 2014 $ / shares shares | Dec. 31, 2013 $ / shares shares | Jul. 31, 2018 USD ($) $ / shares shares | |
Warrants [Line Items] | |||||||||
Class of warrants or rights number of securities covered by warrants or rights | 110,652 | ||||||||
Warrants Outstanding | 9,791,667 | 9,508,373 | |||||||
Proceeds from the exercise of warrants | $ | $ 169,750 | ||||||||
Common Stock Warrants [Member] | |||||||||
Warrants [Line Items] | |||||||||
Class of warrants or rights issued during the period units | 4,804 | 19,215 | |||||||
Class of warrants or rights number of securities covered by warrants or rights | 1,101,334 | ||||||||
Warrants Outstanding | 73,971 | ||||||||
Class of warrants or rights exercise price | $ / shares | $ 0.0031 | $ 1.8111 | $ 0.9992 | ||||||
Class of warrants or rights excercised during the period | 1,027,363 | ||||||||
Common Stock Warrants [Member] | Loan and security agreement [Member] | |||||||||
Warrants [Line Items] | |||||||||
Debt instrument face value | $ | $ 8,000 | ||||||||
Class of warrants or rights number of securities covered by warrants or rights | 15,493 | ||||||||
Class of warrants or rights exercise price | $ / shares | $ 3.2787 | ||||||||
Warrants not settleable in cash fair value disclosure | $ | $ 29 | ||||||||
Series B convertible redeemable preferred stock [Member] | |||||||||
Warrants [Line Items] | |||||||||
Class of warrants or rights number of securities covered by warrants or rights | 31,010 | ||||||||
Class of warrants or rights exercised during the period | 96,076 | ||||||||
Series B convertible redeemable preferred stock [Member] | Convertible Promissory Note Agreement 2016 [Member] | |||||||||
Warrants [Line Items] | |||||||||
Class of warrants or rights number of securities covered by warrants or rights | 96,076 | ||||||||
Class of warrants or rights exercise price | $ / shares | $ 5.033 | ||||||||
Reduction in the balance of notes payable | $ | $ 100 | ||||||||
Class of warrants or rights year of expiry | 2022 | ||||||||
Series E-2 convertible redeemable preferred stock [Member] | |||||||||
Warrants [Line Items] | |||||||||
Class of warrants or rights issued during the period units | 129,513 | ||||||||
Class of warrants or rights issued during the period value | $ | $ 900 | ||||||||
Class of warrants or rights exercised during the period | 24,851 | ||||||||
Series E-3 convertible redeemable preferred stock [Member] | |||||||||
Warrants [Line Items] | |||||||||
Warrant liabillity classified into temporary equity | $ | $ 400 | ||||||||
Class of warrants or rights exercised during the period | 318,948 | ||||||||
Series E-2 and Series E-3 convertible redeemable preferred stock [Member] | |||||||||
Warrants [Line Items] | |||||||||
Class of warrants or rights number of securities covered by warrants or rights | 9,047,282 | ||||||||
Proceeds from the exercise of warrants | $ | $ 1 | ||||||||
Warrant liabillity classified into temporary equity | $ | $ 3,500 | ||||||||
Public Warrants [Member] | |||||||||
Warrants [Line Items] | |||||||||
Warrants Outstanding | 5,174,975 | 5,175,000 | |||||||
Private Warrants [Member] | |||||||||
Warrants [Line Items] | |||||||||
Warrants Outstanding | 4,616,667 | 4,616,667 | |||||||
Interprivate II Acquisition Crop [Member] | |||||||||
Warrants [Line Items] | |||||||||
Warrants and rights outstanding, Term | 5 years | ||||||||
Interprivate II Acquisition Crop [Member] | Common Stock [Member] | Minimum [Member] | |||||||||
Warrants [Line Items] | |||||||||
Redemption of warrants or rights, sale price | $ / shares | $ 18 | ||||||||
Interprivate II Acquisition Crop [Member] | Public Warrants [Member] | |||||||||
Warrants [Line Items] | |||||||||
Warrants Outstanding | 5,174,975 | ||||||||
Interprivate II Acquisition Crop [Member] | Private Warrants [Member] | |||||||||
Warrants [Line Items] | |||||||||
Warrants Outstanding | 4,616,667 | ||||||||
Interprivate II Acquisition Crop [Member] | Public and Private Warrants [Member] | |||||||||
Warrants [Line Items] | |||||||||
Class of warrants or rights exercise price | $ / shares | 0.01 | ||||||||
Warrants redemption price per share | $ / shares | $ 11.50 | ||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||||||
Threshold trading days for redemption of warrants | TradingDay | 20 | ||||||||
Threshold consecutive trading days of redemption of warrants | TradingDay | 30 | ||||||||
Number of business days before notice of redemption to warrant holders | BusinessDay | 3 | ||||||||
Private Placement Warrants [Member] | Interprivate II Acquisition Crop [Member] | |||||||||
Warrants [Line Items] | |||||||||
Warrants transferable assignable or salable term | 30 days |
Warrants (Details) - Summary of
Warrants (Details) - Summary of Tabular Form of Warrant Liability - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Warrant Liability [Line Items] | ||
Total | $ 247 | $ 48,504 |
Common stock warrants | ||
Warrant Liability [Line Items] | ||
Total | 337 | |
Series B warrants | ||
Warrant Liability [Line Items] | ||
Total | 297 | |
Series E-2 warrants | ||
Warrant Liability [Line Items] | ||
Total | 19,379 | |
Series E-3 warrants | ||
Warrant Liability [Line Items] | ||
Total | 27,944 | |
Horizon warrants | ||
Warrant Liability [Line Items] | ||
Total | $ 547 | |
Private Warrants | ||
Warrant Liability [Line Items] | ||
Total | $ 247 |
Warrants (Details) - Summary _2
Warrants (Details) - Summary of Warrants Outstanding - shares | Dec. 31, 2022 | Dec. 08, 2022 | Dec. 31, 2021 |
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 9,791,667 | 9,508,373 | |
Common stock warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 73,971 | ||
Series B warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 96,076 | ||
Series E-2 warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 3,738,813 | ||
Series E-3 warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 5,391,015 | ||
Horizon warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 208,498 | ||
Public Warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 5,175,000 | 5,174,975 | |
Private Warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 4,616,667 | 4,616,667 |
Warrants (Details) - Summary _3
Warrants (Details) - Summary of Warrants Issued | 12 Months Ended |
Dec. 31, 2020 shares | |
E-2 Issued [Member] | |
Warrants Issued [Line Items] | |
Total | 5,782,006 |
E-2 Issued [Member] | Series E-2 warrants issued with Series E issuance | |
Warrants Issued [Line Items] | |
Total | 3,545,966 |
E-2 Issued [Member] | Series E-2 warrants issued with debt conversion | |
Warrants Issued [Line Items] | |
Total | 2,236,040 |
E-3 Issued [Member] | |
Warrants Issued [Line Items] | |
Total | 5,709,962 |
E-3 Issued [Member] | Series E-3 warrants issued with Series E-2 conversion | |
Warrants Issued [Line Items] | |
Total | 5,709,962 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Dividends declared or paid | $ 0 | $ 0 |
Net Loss per Share (Details) -
Net Loss per Share (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | ||
Net loss | $ (136,065) | $ (120,063) |
Basic weighted average common stock outstanding | 27,222 | 22,098 |
Diluted weighted average common stock outstanding | 27,222 | 22,098 |
Basic net loss per share | $ (5) | $ (5.43) |
Diluted net loss per share | $ (5) | $ (5.43) |
Net Loss per Share (Details) _2
Net Loss per Share (Details) - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 40,594,791 | 58,857,365 | |
Convertible redeemable preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 40,182,816 | ||
Stock options and restricted stock units outstanding [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | [1] | 8,585,124 | 9,335,163 |
Warrants for convertible redeemable preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 9,225,903 | ||
Warrants for common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 113,483 | ||
Private Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 4,616,667 | ||
Public Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 5,175,000 | ||
Shares for Mudrick convertible notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 15,218,000 | ||
Mudrick note warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share amount | 7,000,000 | ||
[1] Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Segment and Geographical Area_3
Segment and Geographical Area Information (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographical Area_4
Segment and Geographical Area Information (Details) - Summary of Long-lived Assets by Geographical Area - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 23,735 | $ 10,731 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | 22,039 | 10,566 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 1,696 | $ 165 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 08, 2022 | Nov. 07, 2022 | Dec. 31, 2022 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 06, 2022 | Oct. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||
Related Party advance on financing | $ 4,750 | ||||||
Class A | Interprivate II Acquisition Crop [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Bonus shares | 11,000,000 | ||||||
Class A | Interprivate II Acquisition Crop [Member] | Maximum [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Business combination common stock not subject to redemption | 1,550,000 | ||||||
Chief Executive Officer and Stockholder [Member] | Promissory Note Agreement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Non cash exercise of options to purchase common stock related party transaction | 3,345,568 | ||||||
Multiple Related Parties Including Family Member of Management [Member] | Bridge Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Total amount of loans issued to related party for settlement of liability | 38,100 | ||||||
Related party Financing [Member] | Bridge Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Related Party advance on financing | 4,800 | ||||||
Family Member Of Management [Member] | Bridge Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 10,000 | 10,000 | |||||
Braemar Energy Ventures III LP [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Transfer of common stock under agreement | 200,000 | ||||||
Braemar Energy Ventures III LP [Member] | Bridge Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 5,000 | 5,000 | |||||
Softbank Vision Fund [Member] | Bridge Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | 5,000 | 5,000 | |||||
PF GA Investment 5 [Member] | Bridge Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 3,300 | $ 3,300 | |||||
Magnetar Financing LLC [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Paid to certain funds controlled by investor | $ 3,000 | ||||||
Sponsor Affiliates [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Service fee paid | $ 2,000 | ||||||
Early Bird Capital [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Bonus shares | 2,000,000 | ||||||
Early Bird Capital [Member] | Class A | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Bonus shares | 2,000,000 | ||||||
Subordinated Debt [Member] | Braemar Energy Ventures III LP [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 2,500 | $ 2,000 | |||||
Excess Stock, Shares Issued | 200,000 | ||||||
Promissory Note [Member] | Subordinated Debt [Member] | Braemar Energy Ventures III LP [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate principal amount | $ 2,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||||||||||||||
Sep. 08, 2023 | Aug. 07, 2023 | May 16, 2023 | Mar. 28, 2023 | Mar. 27, 2023 | Feb. 01, 2023 | Jan. 17, 2023 | Aug. 31, 2023 | Oct. 19, 2023 | Aug. 23, 2023 | May 04, 2023 | Jan. 30, 2023 | Dec. 31, 2022 | Dec. 08, 2022 | Dec. 31, 2021 | May 01, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||
Warrants issued to holders | 110,652 | |||||||||||||||
Interest rate | 0.12% | |||||||||||||||
Release of restricted cash to landlord | $ 3,600,000 | $ 3,950,000 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share Price | $ 1 | |||||||||||||||
Number of trading days to cure stock price deficiency | 30 days | 30 days | ||||||||||||||
Average global market capitalization | $ 50,000,000 | |||||||||||||||
Stockholders equity | $ 50,000,000 | |||||||||||||||
Extended time period to bring the company into compliance | 18 months | |||||||||||||||
Percentage of reduction in global headcount | 10% | |||||||||||||||
Severance and benefits costs | $ 1,400,000 | |||||||||||||||
Subsequent Event [Member] | Acquisition of HyreCar [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Total contractual consideration | $ 8,130,000 | |||||||||||||||
Subsequent Event [Member] | Promissory Note with Mudrick Capital Management Member | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument face value | $ 15,040,685 | $ 3,000,000 | ||||||||||||||
Debt instrument maturity date | Sep. 07, 2023 | |||||||||||||||
Interest rate | 15% | 15% | ||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | |||||||||||||||
Additional stated interest rate | 2% | |||||||||||||||
Proceeds from payments of debt | $ 10,000,000 | |||||||||||||||
Percentage of net proceeds received to prior period | 50% | |||||||||||||||
Percentage of net proceeds received on or after period | 100% | |||||||||||||||
Percentage of net proceeds of any sale or disposition | 100% | |||||||||||||||
Subsequent Event [Member] | Mudrick Convertible Notes [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument maturity date | Aug. 07, 2024 | |||||||||||||||
Warrants issued to holders | 7,000,000 | |||||||||||||||
Percentage of the principal and accrued interest | 108% | |||||||||||||||
Subsequent Event [Member] | Event of Default for Mudrick Convertible Notes [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Percentage of principal amount for first 90 days | 0.25% | |||||||||||||||
Percentage of principal amount for 91 through 180 day | 0.50% | |||||||||||||||
Percentage of combined rate per annum | 0.50% | |||||||||||||||
Subsequent Event [Member] | Commercial Lease Agreement [Member] | Irrevocable Letter of Credit [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Release of restricted cash to landlord | $ 3,600,000 | |||||||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Common Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Issuance of common stock (in Shares) | 86,300 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Estimated cost savings from restructuring | 30,000,000 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Common Stock | Letter Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Issuance of common stock (in Shares) | 536,666 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Class A Common Stock [Member] | Common Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Issuance of common stock (in Shares) | 825,000 | |||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Estimated cost savings from restructuring | $ 25,000,000 |