Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 13, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Entity Central Index Key | 0001839608 | |
Document Transition Report | false | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 93,018,237 | |
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 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 22,164 | $ 64,294 |
Restricted cash | 3,600 | 3,600 |
Accounts receivable, net | 717 | 533 |
Prepaid expenses and other current assets | 7,598 | 6,084 |
Total Current Assets | 34,079 | 74,511 |
Property and equipment, net | 9,352 | 10,451 |
Operating lease right-of-use assets, net | 12,414 | 13,284 |
Goodwill | 91,879 | 92,728 |
Intangible assets, net | 15,552 | 11,028 |
Deferred tax assets | 46 | |
Other assets | 3,938 | 3,371 |
Total Assets | 167,214 | 205,419 |
Current Liabilities | ||
Accounts payable | 12,548 | 3,652 |
Accrued host payments and insurance fees | 15,262 | 11,780 |
Operating lease liabilities, current | 2,173 | 1,923 |
Notes payable, current | 15,860 | 1,211 |
Warrant commitment liability | 320 | |
Other accrued liabilities | 39,167 | 37,360 |
Deferred revenue | 1,003 | 698 |
Total Current Liabilities | 86,013 | 56,944 |
Notes payable | 2,314 | 3,198 |
Convertible notes payable ($48,880 and $56,743 measured at fair value, respectively) | 48,979 | 56,842 |
Operating lease liabilities (net of current portion) | 16,030 | 17,715 |
Deferred tax liabilities | 311 | 973 |
Warrant liability | 78 | 247 |
Total Liabilities | 153,725 | 135,919 |
Commitments and contingencies (Note 12) | ||
Stockholders' Equity | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 92,941,175 and 92,085,974 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 9 | 9 |
Additional paid-in capital | 856,539 | 845,888 |
Stockholder notes | (8,284) | (8,284) |
Accumulated deficit | (842,423) | (762,009) |
Accumulated other comprehensive loss | 7,648 | (6,104) |
Total Stockholders' Equity | 13,489 | 69,500 |
Total Liabilities and Stockholders' Equity | $ 167,214 | $ 205,419 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, fair value | $ 48,880 | $ 56,743 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 92,941,175 | 92,085,974 |
Common stock, shares outstanding | 92,941,175 | 92,085,974 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 23,799 | $ 16,738 | $ 53,939 | $ 45,025 |
Cost of revenue (exclusive of items shown separately below): | ||||
Sales and marketing | 4,118 | 6,577 | 15,486 | 22,736 |
Operations and support | 16,874 | 14,455 | 45,000 | 39,596 |
Technology and product development | 4,156 | 4,665 | 12,286 | 13,374 |
General and administrative | 11,662 | 11,080 | 40,224 | 38,665 |
Depreciation and amortization | 4,135 | 2,322 | 9,914 | 7,670 |
Total Operating Expenses | 42,897 | 40,571 | 128,012 | 125,885 |
Loss from Operations | (19,098) | (23,833) | (74,073) | (80,860) |
Other Income (Expense) | ||||
Convertible promissory note fair value adjustment | (8,441) | 2,140 | (7,765) | 3,896 |
Note payable fair value adjustment | (245) | (245) | ||
Warrant fair value adjustment | 36 | (8,804) | 209 | (17,521) |
Interest income (expense), net | 222 | (2,660) | 506 | (7,903) |
Other income (expense), net | (64) | 572 | 331 | 1,258 |
Total Other Income (Expense) | (8,492) | (8,752) | (6,964) | (20,270) |
Loss before Benefit for Income Taxes | (27,590) | (32,585) | (81,037) | (101,130) |
Income Tax Benefit | (244) | (166) | (623) | (547) |
Net Loss | (27,346) | (32,419) | (80,414) | (100,583) |
Change in fair value of the convertible instrument liability | 15,628 | 15,628 | ||
Foreign Currency Translation Loss | (2,111) | (8,047) | (1,876) | (19,553) |
Comprehensive Loss | $ (13,829) | $ (40,466) | $ (66,662) | $ (120,136) |
Net Loss Per Share Attributable to Stockholders (Note 16): | ||||
Basic | $ (0.29) | $ (1.38) | $ (0.87) | $ (4.41) |
Diluted | $ (0.29) | $ (1.38) | $ (0.87) | $ (4.41) |
Weighted average shares outstanding, Basic | 93,204,630 | 23,503,419 | 92,707,994 | 22,792,211 |
Weighted average shares outstanding, Diluted | 93,204,630 | 23,503,419 | 92,707,994 | 22,792,211 |
Service revenue [Member] | ||||
Revenue | $ 23,387 | $ 16,355 | $ 52,810 | $ 43,967 |
Cost of revenue (exclusive of items shown separately below): | ||||
Cost of revenue | 1,920 | 1,439 | 4,995 | 3,754 |
Lease revenue [Member] | ||||
Revenue | 412 | 383 | 1,129 | 1,058 |
Cost of revenue (exclusive of items shown separately below): | ||||
Cost of revenue | $ 32 | $ 33 | $ 107 | $ 90 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Bridge Investors | iHM Prepaid Ad | Outstanding Contingent Compensation Liability | Common Stock | Common Stock Bridge Investors | Common Stock iHM Prepaid Ad | Common Stock Outstanding Contingent Compensation Liability | Treasury Stock | Stockholder Notes | Additional Paid-in Capital | Additional Paid-in Capital Bridge Investors | Additional Paid-in Capital iHM Prepaid Ad | Additional Paid-in Capital Outstanding Contingent Compensation Liability | Accumulated Deficit | Accumulated Other Comprehensive Income | Mezzanine Equity | Series E Three Redeemable Convertible Preferred Stock Mezzanine Equity | Series B Redeemable Convertible Preferred Stock Mezzanine Equity |
Balance at Dec. 31, 2021 | $ (401,221) | $ 1 | $ (661) | $ (14,478) | $ 237,578 | $ (625,944) | $ 2,283 | $ 410,368 | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 25,536,563 | 40,182,816 | |||||||||||||||||
Stock option exercises | 113 | 113 | |||||||||||||||||
Stock option exercises (in Shares) | 56,513 | ||||||||||||||||||
RSU vested | 259,715 | ||||||||||||||||||
Stock-based compensation | 4,945 | 4,945 | |||||||||||||||||
Exercise of Preferred stock warrant into convertible preferred stock | $ 408 | $ 240 | |||||||||||||||||
Exercise of Preferred stock warrant into convertible preferred stock (in Shares) | 79,704 | 31,010 | |||||||||||||||||
Issuance of common stock | $ 4,642 | $ 4,642 | |||||||||||||||||
Issuance of common stock (in Shares) | 935,005 | ||||||||||||||||||
Foreign currency translation loss | (19,553) | (19,553) | |||||||||||||||||
Net loss | (100,583) | (100,583) | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 26,787,796 | 40,293,530 | |||||||||||||||||
Balance at Sep. 30, 2022 | (511,657) | $ 1 | (661) | (14,478) | 247,278 | (726,527) | (17,270) | $ 411,016 | |||||||||||
Balance at Dec. 31, 2021 | (401,221) | $ 1 | (661) | (14,478) | 237,578 | (625,944) | 2,283 | $ 410,368 | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 25,536,563 | 40,182,816 | |||||||||||||||||
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) | |||||||||||||
Balance at Jun. 30, 2022 | (472,519) | $ 1 | (661) | (14,478) | 245,950 | (694,108) | (9,223) | $ 410,776 | |||||||||||
Balance (in Shares) at Jun. 30, 2022 | 26,727,174 | 40,262,520 | |||||||||||||||||
Stock option exercises | 53 | 53 | |||||||||||||||||
Stock option exercises (in Shares) | 21,961 | ||||||||||||||||||
RSU vested | 38,661 | ||||||||||||||||||
Stock-based compensation | 1,275 | 1,275 | |||||||||||||||||
Exercise of Preferred stock warrant into convertible preferred stock | $ 240 | ||||||||||||||||||
Exercise of Preferred stock warrant into convertible preferred stock (in Shares) | 31,010 | ||||||||||||||||||
Foreign currency translation loss | (8,047) | (8,047) | |||||||||||||||||
Net loss | (32,419) | (32,419) | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 26,787,796 | 40,293,530 | |||||||||||||||||
Balance at Sep. 30, 2022 | (511,657) | $ 1 | $ (661) | (14,478) | 247,278 | (726,527) | (17,270) | $ 411,016 | |||||||||||
Balance at Dec. 31, 2022 | 69,500 | $ 9 | (8,284) | 845,888 | (762,009) | (6,104) | |||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 92,085,974 | ||||||||||||||||||
RSU vested | 232,235 | ||||||||||||||||||
Stock-based compensation | 9,953 | 9,953 | |||||||||||||||||
Issuance of common stock | $ 48 | $ 370 | $ 48 | $ 370 | |||||||||||||||
Issuance of common stock (in Shares) | 86,300 | 536,666 | |||||||||||||||||
Issuance of warrants in connection with Mudrick Convertible Promissory notes | 280 | 280 | |||||||||||||||||
Foreign currency translation loss | (1,876) | (1,876) | |||||||||||||||||
Change in fair value of the convertible instrument liability | 15,628 | 15,628 | |||||||||||||||||
Net loss | (80,414) | (80,414) | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2023 | 92,941,175 | ||||||||||||||||||
Balance at Sep. 30, 2023 | 13,489 | $ 9 | (8,284) | 856,539 | (842,423) | 7,648 | |||||||||||||
Balance at Jun. 30, 2023 | 23,723 | $ 9 | (8,284) | 852,944 | (815,077) | (5,869) | |||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 92,127,253 | ||||||||||||||||||
RSU vested | 190,956 | ||||||||||||||||||
Stock-based compensation | 3,547 | 3,547 | |||||||||||||||||
Issuance of common stock | $ 48 | $ 48 | |||||||||||||||||
Issuance of common stock (in Shares) | 86,300 | 536,666 | |||||||||||||||||
Foreign currency translation loss | (2,111) | (2,111) | |||||||||||||||||
Change in fair value of the convertible instrument liability | 15,628 | 15,628 | |||||||||||||||||
Net loss | (27,346) | (27,346) | |||||||||||||||||
Balance (in Shares) at Sep. 30, 2023 | 92,941,175 | ||||||||||||||||||
Balance at Sep. 30, 2023 | $ 13,489 | $ 9 | $ (8,284) | $ 856,539 | $ (842,423) | $ 7,648 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Parentheticals) - Exercise Of Redeemable Convertible Preferred Stock Warrants - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Series E Three Redeemable Convertible Preferred Stock | ||
Class of warrants or rights excercised during the period units | 79,704 | |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Class of warrants or rights excercised during the period units | 31,010 | 31,010 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (80,414) | $ (100,583) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,914 | 7,670 |
Provision for bad debts | 5,250 | 8,202 |
Stock-based compensation | 9,953 | 4,945 |
Compensation expense related to shareholder settlement | 48 | |
Loss (gain) on extinguishment of debt | (285) | |
Change in fair value - convertible instrument liability | 7,765 | (3,896) |
Change in fair value - notes payable | 245 | |
Change in fair value - warrant liability | (209) | 17,521 |
Change in fair value - prepaid ad inventory | 91 | |
Non-cash interest expense | 53 | 4 |
Non-cash lease expense | 851 | 700 |
Amortization of debt issuance costs | 599 | |
Loss (gain) from disposal of property and equipment | (21) | 1 |
Loss (Gain) from foreign currency remeasurement | 43 | (212) |
Net changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (5,441) | (6,827) |
Prepaid expenses and other current assets | 935 | (1,852) |
Operating leases liabilities | (1,418) | (1,184) |
Other assets | (1,386) | (1,789) |
Accounts payable | 8,917 | 5,418 |
Accrued host payments and insurance fees | 3,717 | 1,727 |
Accrued expenses and other liabilities | (2,226) | 6,291 |
Deferred taxes | (663) | (547) |
Deferred revenue | 318 | 606 |
Net Cash Used in Operating Activities | (43,963) | (63,206) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (791) | (1,607) |
Capitalized software | (3,292) | |
Proceeds from sale of property and equipment | 111 | |
Acquisition of Hyrecar, net of cash acquired | (7,826) | |
Net Cash (Used in) Investing Activities | (11,798) | (1,607) |
Cash Flows from Financing Activities | ||
Proceeds from exercise of common stock options | 125 | |
Proceeds from issuance of Bridge Loans | 31,800 | |
Repayment of PGE loan | (856) | (240) |
Related Party advance on financing | 4,750 | |
Reclass of Related Party advance on financing to proceeds from issuance of Bridge Loans | (4,750) | |
Net Cash Provided (Used in) by Financing Activities | 13,792 | 31,685 |
Effect of Foreign Currency Translation on Cash | (161) | (2,522) |
Net change in cash and cash equivalents and restricted cash and cash equivalents | (42,130) | (35,650) |
Cash and Cash Equivalents and Restricted Cash, beginning of period | 67,894 | 66,466 |
Cash and Cash Equivalents and Restricted Cash, end of period | 25,764 | 30,816 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 22,164 | 27,216 |
Restricted cash included in current assets | 3,600 | 3,600 |
Total Cash, Cash Equivalents and Restricted Cash at the End of Period | 25,764 | $ 30,816 |
Noncash Investing and Financing Items [Abstract] | ||
Issuance of Mudrick Super Priority Bridge Note to repay Mudrick Bridge Note | 3,041 | |
Mudrick bridge note repayment of principal and accrued but unpaid interest | (3,041) | |
Mudrick Bridge Note [Member] | ||
Cash Flows from Financing Activities | ||
Proceeds from issuance of Note, net of issuance costs | 2,988 | |
Mudrick Super Priority Note [Member] | ||
Cash Flows from Financing Activities | ||
Proceeds from issuance of Note, net of issuance costs | $ 11,660 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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. 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 September 30, 2023, the Company operated globally in major U.S. cities and certain European markets, including France and Norway. Basis of Accounting These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Annual Report"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods. 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 as described in Note 2 “Recently Issued Accounting Standards Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period. 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”). Under this method of accounting, InterPrivate II was treated as the “acquired” company and Legacy Getaround is treated as the acquirer for financial reporting purposes. 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. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accounting principles generally accepted in the United States of America and the rules and regulations of the Security and Exchange Commission. 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 unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements herein. 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 $ 27.3 million and $ 80.4 million for the three and nine months ended September 30, 2023, and $ 32.4 and $ 100.6 million for three and nine months ended September 30, 2022. 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 September 30, 2023 and December 31, 2022, the Company had $ 22.2 million and $ 64.3 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. As the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company or its stockholders. For example, additional debt and/or equity financing may result in substantial dilution to the Company's stockholders. 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 When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation. These reclassifications were to reclassify certain captions within other assets to prepaid expenses and other current assets. The reclassifications had no impact on the Company’s financial condition or results of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The summary of significant accounting policies to the audited consolidated financial statements in the Annual Report includes a discussion of the significant accounting policies used in the preparation of the Company’s consolidated financial statements. The following policy represents the only change to the Company's significant accounting policies during the nine months ended September 30, 2023: 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 intangible and long-lived assets, valuation of deferred income tax assets, fair value of warrant liability, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. Recently Adopted Accounting Standards 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. The Company adopted ASU 2016-13 effective January 1, 2023 which did no t have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted 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 | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 3. Business Combination On May 8, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with HyreCar Inc., a Delaware corporation (the “Seller”). The Seller is a national carsharing marketplace for ridesharing, food, and package delivery via its proprietary technology platform. The company has established a leading presence in Mobility as a Service through individual vehicle owners, dealers, rental agencies, and OEMs that wish to participate in new mobility trends. Pursuant to the Asset Purchase Agreement, the Company will acquire substantially all of the assets owned, controlled or used by the Seller related to the operation of its peer-to-peer car sharing business and certain of the Seller’s liabilities (the “Assumed Liabilities”), as such terms are defined in the Asset Purchase Agreement, for an aggregate purchase price of $ 8.13 million, comprised of cash and certain credits for the Assumed Liabilities. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands): Consideration: Cash (net of cash acquired) $ 7,826 Assets acquired and liabilities assumed: Current assets (excluding cash) $ 1,232 Intangible assets 9,380 Assumed current liabilities ( 3,604 ) Net assets acquired 7,008 Goodwill 818 Net assets acquired $ 7,826 The fair value of the identifiable intangible assets acquired include the following (in thousands): Fair Value Estimated useful life Customer relationships - car renters $ 6,720 1.3 Customer relationships - car owners 2,090 2.5 Developed technology 490 0.5 Tradename 80 0.5 All finite-lived intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the intangible assets are consumed. Approximately $ 0.8 million of the acquired goodwill is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business, and expected synergies at the time of the acquisition. Transaction expenses totaling approximately consists primarily of consulting and legal fees and are not included as a component of the consideration transferred but are recognized as general and administrative expenses in the period ended September 30, 2023. Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred on January 1, 2022. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. Nine months ended September 30, 2022 Total revenue $ 75,355 Net loss $ ( 115,678 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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, 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 and cash equivalents, convertible promissory notes, warrant commitment liability, and warrant 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 September 30, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ — $ — $ — Liabilities: Warrant liability $ — $ — $ ( 78 ) Warrant commitment liability — — — Mudrick convertible notes — — ( 48,880 ) Warrants The Company measures its warrant commitment liability and 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 and warrant liability 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 warrant liability, as of September 30, 2023 were estimated using a Monte Carlo simulation model. The significant unobservable inputs for the Monte Carlo model include the stock price, exercise price, risk-free rate of return, time to expiration, and 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, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of the warrant commitment liability and private warrants as of September 30, 2023 and December 31, 2022, respectively, using the following assumptions: September 30, 2023 Stock price $ 0.35 Exercise price $ 11.50 Risk-free interest rate 4.63 % Time to expiration (years) 4.19 Expected volatility 78.62 % Fair value per warrant $ 0.02 December 31, 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 following table presents changes in the Level 3 liabilities measured at fair value for the periods indicated (in thousands): September 30, 2023 Warrant Commitment Liability Private Balance (beginning of period) $ 320 $ 247 Additions — — Fair value measurement adjustments ( 40 ) ( 169 ) Exercised ( 280 ) — Balance (end of period) $ — $ 78 During the three months ended September 30, 2023 and year ended December 31, 2022, 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. In determining the fair value of the Mudrick Convertible Notes as of September 30, 2023, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs. 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 Notes and Mudrick Super Priority Note as of September 30, 2023 and December 31, 2022, respectively, using the following assumptions: September 30, 2023 December 31, 2022 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 9.75 % 9.50 % Expected volatility factor 90.40 % 95.23 % Risk-free interest rate 4.70 % 4.00 % Estimated market yield 50.00 % 30.00 % September 30, 2023 Mudrick Super Priority Note Inception date 9/8/2023 Valuation date 9/30/2023 Maturity date 8/7/2024 Interest rate 15.00 % Estimated market yield 30.00 % Discount period (years) 0.86 Discount factor 0.79 The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods indicated (in thousands): September 30, 2023 Mudrick Convertible Notes Mudrick Super Priority Note Balance (beginning of period) $ 56,743 $ — Additions — 14,416 Fair value measurement adjustments 7,765 245 OCI - Change in fair value of the convertible instrument liability ( 15,628 ) — Exercised — — Balance (end of period) $ 48,880 $ 14,661 The change in fair value of the convertible instrument liability classified in OCI is a result of a change to instrument specific credit risk. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue The following table presents Company’s revenues disaggregated by geography (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Service revenue: United States $ 14,200 $ 8,290 $ 32,307 $ 25,452 Europe 9,187 8,065 20,503 18,515 Total service revenue 23,387 16,355 52,810 43,967 Lease revenue: United States $ 217 $ 210 $ 647 $ 654 Europe 195 173 482 404 Total lease revenue 412 383 1,129 1,058 Total Revenue $ 23,799 $ 16,738 $ 53,939 $ 45,025 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 September 30, 2023 and December 31, 2022 in the amount of $ 0.6 million and $ 0.6 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, 2023 and 2022 amounted to $ 0.6 million and $ 0.7 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 September 30, 2023 and December 31, 2022 in the amount of $ 0.9 million and $ 0.7 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets . All opening amounts of the December 31, 2022 and 2021 contract liabilities were recognized during the periods ended September 30, 2023 and December 31, 2022, respectively. The Company's contract liabilities as of January 1, 2023 and 2022 amounted to $ 0.7 million and $ 0.3 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2023 December 31, 2022 Insurance $ 2,355 $ 713 Consulting 439 1,802 Subscriptions 464 694 Contract assets 557 601 Compensation 64 284 Sales taxes 345 284 Advertising services 383 116 Other 2,991 1,590 Prepaid Expenses and Other Current Assets $ 7,598 $ 6,084 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): September 30, 2023 December 31, 2022 Computer equipment $ 983 $ 1,089 Vehicles and vehicle equipment 3,878 3,677 Office equipment and furniture 1,280 1,249 Leasehold improvements 11,953 11,530 Less: accumulated depreciation and amortization ( 8,742 ) ( 7,094 ) Property and Equipment, Net $ 9,352 $ 10,451 Total depreciation expense for the three months ended September 30, 2023 and 2022 was $ 0.6 million and $ 0.5 million, respectively, and $ 1.8 million and $ 1.6 m illion for the nine months ended September 30, 2023 and 2022 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | 8. Goodwill and Other Intangible Assets, Net Other Intangibles Assets, Net The following is a summary of the components of intangible assets and the related amortization expense (in thousands): September 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 11,740 $ ( 10,231 ) $ 1,509 Customer relationships 38,617 ( 28,964 ) 9,653 Trade names 390 ( 357 ) 33 Capitalized software costs - WIP 4,357 - 4,357 Total intangibles $ 55,104 $ ( 39,552 ) $ 15,552 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 11,407 $ ( 8,365 ) $ 3,042 Customer relationships 31,124 ( 24,238 ) 6,886 Trade names 314 ( 314 ) — Capitalized software costs - WIP 1,100 — 1,100 Total intangibles $ 43,945 $ ( 32,917 ) $ 11,028 For the three months ended September 30, 2023 and 2022 , amortization expense amounted to $ 3.5 million and $ 1.8 million, respectively, and $ 8.1 million and $ 6.0 million for the nine months ended September 30, 2023 and 2022, respectively. Expected future amortization expense for intangible assets as of September 30, 2023 is as follows (in thousands): Year ended December 31, 2023 $ 3,382 2024 7,310 2025 1,603 2026 808 Thereafter 2,449 Total $ 15,552 Goodwill The changes in the carrying amount of goodwill were as follows (in thousands): September 30, 2023 December 31, 2022 Beginning Balance $ 92,728 $ 122,805 Foreign currency translation ( 1,667 ) ( 6,808 ) Additions from acquisitions 818 — Impairment — ( 23,269 ) Ending Balance $ 91,879 $ 92,728 |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | 9. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Claims payable $ 12,484 $ 9,511 Compensation 1,688 3,400 Professional services 3,820 4,162 Insurance 371 350 Vehicle Leases 411 665 Sales and other tax 17,107 16,192 Other 3,286 3,080 Other Accrued Liabilities $ 39,167 $ 37,360 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. 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 $ 49.0 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 $ 33.0 thousand was recognized. 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 September 30, 2023 and December 31, 2022 , the Company had a remaining contractual debt balance of $ 99.0 thousand, related to the Minimum Commitment Tranche. As of September 30, 2023 , the Company has used $ 3.3 million in advertising services. In December 2019, in accordance with the original terms, convertible notes amounting to $ 1.1 million and the applicable $ 16.0 thousand of interest were converted into 112,718 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 $ 54.0 thousand of interest were converted into 528,195 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 $ 12.0 thousand of interest were first converted into 100,951 shares of Legacy Getaround’s Series E Preferred Stock, which in turn were exchanged for 32,329 shares of the Company’s common stock. For the three months ended September 30, 2023 and 2022, $ 1.0 thousand of interest expense was recognized during both periods and $ 4.0 thousand of interest expense was recognized for both periods for the nine months ended September 30, 2023 and 2022. 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 common stock. 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. 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 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. 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. 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. The Convertible Notes Warrants are in substantially the same form as the public warrants, and are aggregated with the public warrants. 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 and commitment to issue warrants, the Company agreed to pay a backstop fee of $ 5.2 million through a reduction of proceeds. The proceeds from the issuance of the Mudrick Convertible Notes 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, and July 7, 2023 the Company received written notices 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 Annual report and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. Event of default for Mudrick Convertible Note On August 23, 2023, and September 6, 2023, in lieu of acceleration of the repayment obligation as a result of an event of default for not timely filing the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, respectively, 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. 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): September 30, 2023 December 31, 2022 iHeart Convertible Note $ 99 $ 99 Mudrick Convertible Notes measured at fair value 48,880 56,743 Total Convertible Notes Payable $ 48,979 $ 56,842 Notes Payable 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 75.0 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 12.0 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 49.0 thousand euros beginning November 2022 through November 2026 and added a 1.44 % fixed interest rate. During December 2022, the Company recognized 51.0 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 the Company to the French lenders. As of September 30, 2023 , 1.1 million euros, or $ 1.2 million was classified within short-term debt and the total remaining outstanding principal was 3.3 million euros, or $ 3.5 million. For the three and nine months ended September 30, 2023 and 2022, 10.4 thousand euros and 39.9 thousand euros, or $ 11.0 thousand and $ 42.2 thousand, of interest expense was recognized, respectively, and 13.4 thousand euros and 27.3 thousand euros, or $ 14.0 thousand and $ 28.5 thousand, of interest expense was recognized, respectively. Mudrick Bridge Note On August 7, 2023 the Company entered into a promissory note (the “Note”) with Mudrick Capital Management for an aggregate principal amount of $ 3 million to provide additional capital to the Company. The Note has a maturity date of September 7, 2023 (the “Maturity Date”) and bears an interest rate of 15 % per annum compounded daily. The Note is unsecured, but the Company expects it to be exchanged for a similar, secured note as soon as is practicable, and such secured note may be exchanged for a new convertible promissory note or other security in connection with a larger, longer-term financing prior to the Maturity Date. If the principal and accrued interest under the 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 Note. In the Refinancing Transaction, among other things, (i) the Company repaid in full the principal and unpaid accrued interest under the Note with 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 “Bridge Noteholder”), dated August 7, 2023 and (ii) the Company received new funding in an aggregate principal amount of $ 15,040,685 as described below. Mudrick Super Priority Note 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”). 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 the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. The Company may prepay the 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 in connection with a financing as described in clause (a) above. The Company’s notes payable balances were as follows (in thousands): September 30, 2023 December 31, 2022 PGE Loan 3,513 4,409 Mudrick Super Priority Note (at fair value) 14,661 — Total Notes Payable 18,174 4,409 Less: short-term portion of PGE Loan ( 1,199 ) ( 1,211 ) Less: short-term portion of Mudrick Super Priority Note ( 14,661 ) — Total Notes Payable, less current portion $ 2,314 $ 3,198 The notes payable future principal payments as of September 30, 2022 are as follows (in thousands): Year ended December 31, 2023 $ 359 2024 15,782 2025 1,127 2026 906 Thereafter — Total $ 18,174 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 11. 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 September 30, 2023, 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 and income for the periods indicated are as follows (in thousands): Nine Months Ended September 30, 2023 2022 Operating lease costs $ 2,330 $ 1,654 Short-term lease costs 708 1,238 Variable lease costs (1) 687 411 Sublease income ( 1,129 ) ( 675 ) Total Lease Costs $ 2,596 $ 2,628 (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 periods indicated are as follows (in thousands): September 30, 2023 Operating cash flows used for lease liabilities $ 3,047 The weighted average remaining lease term for our operating leases was 5.8 years, and the weighted average discount 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 September 30, 2023, are as follows (in thousands): Year ending From October 1, 2023 to December 31, 2023 $ 1,021 2024 4,163 2025 4,260 2026 4,359 2027 4,460 Thereafter 6,660 Total undiscounted future cash flows $ 24,923 Less: Imputed interest ( 6,720 ) Total $ 18,203 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Commitments As of September 30, 2023, 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 as of and for the year ended December 31, 2022. Legal Proceedings In addition to the matters discussed below, 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. Kenareki Litigation 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 not believe the plaintiff’s claims against the Company are valid, and in January of 2023 the parties reached a tentative settlement of this matter for an amount the Company does not consider to be material. Dean Litigation In October of 2019 two personal injury actions were filed in the San Francisco Superior Court against the Company related to a fatal accident in July of 2019 involving a car reserved through the Getaround platform, naming the driver, the vehicle owner and the Company as defendants (Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-579835; Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-580369). The Company and the plaintiffs have reached an agreement in principle to settle these matters for an aggregate amount that does not exceed the limits of the applicable insurance policies maintained by the Company. Broadspire Litigation On March 5, 2021, the Company filed a complaint against its former third-party insurance claims administrator, Broadspire Services, Inc. alleging negligence and breach of contract leading to losses suffered by the Company (Getaround v. Broadspire, San Francisco Superior Court Case No. CGC-21-590022). The defendant filed a cross-complaint for amounts allegedly owed by the Company for services rendered by Broadspire. The Court has set a trial date of January 22, 2024. Based upon our investigation, we do not believe Broadspire will recover on its claims against the Company in the cross-complaint and we intend to vigorously defend against such claims. Garfield Litigation In April of 2023, an action for attorneys’ fees and expenses was filed in the Court of Chancery for the State of Delaware against the Company (Garfield v. Getaround, Court of Chancery for the State of Delaware C.A. # 2023-0445-MTZ). The complaint alleges the plaintiff was a stockholder of InterPrivate II Acquisition Corp. (“IPVA”) who proposed certain amendments to IPVA’s certificate of incorporation, which, if implemented, would enable IPVA to avoid violating provisions of the Delaware General Corporation Law regarding corporate voting structures. The complaint further alleges such amendments were enacted in response to the plaintiff’s notice, and the plaintiff is therefore entitled to receive an award of attorneys’ fees and expenses from the Company as IPVA’s successor-in-interest, under the Court of Chancery's "corporate benefit" doctrine. The Company intends to continue to defend itself vigorously against this complaint. As of March 31, 2023 and December 31, 2022, the Company had accrued $ 1.4 million related to various pending claims and legal actions. The Company does not believe that a material loss in excess of these accrued amounts is reasonably possible. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. In some cases, the term of these indemnification agreements is perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. To date the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company's effective tax rate from continuing operations was 1.0 % percent for the three months ended September 30, 2023 and 0.6 % for the three months ended September 30, 2022 . The Company's effective tax rate from continuing operations was 0.8 % for the nine months ending September 30, 2023 and 0.6 % for the nine months ending September 30, 2022. The Company's full allowance in the United States and various other foreign jurisdictions caused the quarterly effective tax rate to be different from the U.S. federal statutory tax rate. 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 condensed consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its condensed consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no unrecognized tax benefits as of September 30, 2023 and September 30, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation Restricted Stock Units Restricted stock units (RSUs) activity for the nine months ended September 30, 2023 is as follows: Number of Weighted- Balance, December 31, 2022 3,450,792 $ 8.52 RSUs granted 2,358,777 0.43 RSUs vested ( 1,149,576 ) 5.57 RSUs canceled ( 485,261 ) 8.70 Balance, September 30, 2023 4,174,732 $ 4.74 Stock Options Stock option activity for the nine months ended September 30, 2023 (in thousands, except share amounts and per unit data) is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2022 5,134,332 $ 3.40 6.50 $ 61 Options granted 4,490,000 0.27 9.14 359 Options exercised — 0.00 — — Options expired ( 331,091 ) 3.68 — — Options forfeited ( 342,085 ) 2.57 — 14 Balance, September 30, 2023 8,951,156 $ 1.83 8.05 $ 377 Vested and Exercisable, 3,556,336 2.82 5.60 59 Vested and Exercisable and Expected to Vest, 8,951,156 $ 1.83 8.05 $ 377 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 nine months ended September 30, 2023 and 2022 was $ 1.0 thousand and $ 0.1 million, respectively. The fair value of awards vested during the nine months ended September 30, 2023 and 2022 was $ 3.1 million and $ 3.4 million, respectively. The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2023 and 2022 was $ 0.18 and $ 3.08 , respectively. The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: Nine Months Ended September 30, 2023 2022 Expected volatility (%) 81.4 % 77.7 % Risk-free interest rate (%) 3.6 % 2.9 % Expected dividend yield — — Expected term (years) 6.0 6.0 The Company recognized stock-based compensation expense related to stock options of $ 0.8 million and $ 1.0 millio n for the three months ended September 30, 2023 and 2022 , respectively, and $ 2.8 million and $ 4.0 million for the nine months ended September 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales and marketing $ 10 $ 200 $ 42 $ 731 Operations 133 199 500 729 Technology and product development 88 267 295 988 General and administrative 531 319 1,925 1,526 Total $ 762 $ 985 $ 2,762 $ 3,974 As of September 30, 2023 , there was $ 6.0 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 0.39 years. The Company recognized stock-based compensation expense related to RSUs of $ 2.9 million and $ 0.3 million for the three months ended September 30, 2023 and 2022 , respectively, and $ 7.2 million and $ 1.0 million for the nine months ended September 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales and marketing $ 92 $ 59 $ 313 $ 181 Operations 404 58 1,475 187 Technology and product development 1,042 78 2,931 395 General and administrative 1,249 94 2,473 207 Total $ 2,787 $ 289 $ 7,192 $ 970 As of September 30, 2023 , there was $ 17.5 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.45 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) $ 15.0 million. Each unit shall have equal individual value. 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 September 30, 2023 and December 31, 2022 as a change in control was not deemed probable. 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 September 30, 2023 and December 31, 2022, there were no shares early-exercised stock options. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants Abstract | |
Warrants | 15. 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): September 30, 2023 December 31, 2022 Private warrants $ 78 $ 247 Total $ 78 $ 247 Number of outstanding warrants as of September 30, 2023 and December 31, 2022 was as follows: September 30, 2023 December 31, 2022 Private warrants 4,616,667 4,616,667 Public warrants 12,175,000 5,175,000 InterPrivate II Public and Private Warrants Upon the Closing, there were 5,175,000 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. Convertible Notes 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. The Convertible Notes Warrants are in substantially the same form as the public warrants, and are aggregated with the public warrants. At September 30, 2023 , outstanding public and private warrants were 12,175,000 and 4,616,667 , respectively. The public warrants are equity-classified and private warrants are liability-classified. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | 16. Earnings (Loss) per Share The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented (in thousands, except share and per share amount): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net loss $ ( 27,346 ) $ ( 32,419 ) $ ( 80,414 ) $ ( 100,583 ) Basic and diluted weighted average common stock outstanding 93,204,630 23,503,419 92,707,994 22,792,211 Basic and diluted net loss per share $ ( 0.29 ) $ ( 1.38 ) $ ( 0.87 ) $ ( 4.41 ) Since the Company was in a loss position for the period ended September 30, 2023 and 2022, basic net loss per share was the same as diluted net loss per share for the period 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): Nine Months Ended September 30, 2023 2022 Convertible redeemable preferred stock — 40,293,530 Stock options and restricted stock units outstanding (1) 13,125,888 9,568,764 Warrants for convertible redeemable preferred stock — 9,050,124 Warrants for common stock — 119,888 Shares reserved for future award issuance — 2,562,219 Private Warrants 4,616,667 — Public Warrants 12,175,000 — Shares for Mudrick Convertible Notes 19,001,085 — Shares for Mudrick PIK Notes 79,534 — Total 48,998,174 61,594,525 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. The Company has reserved shares for the 2022 Employee Stock Purchase Plan, however, there have been no employee contributions to such plan as of September 30, 2023. The Company also has shares reserved in connection with Earnout Shares under the Business Combination, however, as of September 30, 2023 , none of the share-price targets were satisfied. The Company has shares reserved in connection with the 2022 Equity Incentive Plan, however, options considered for dilutive EPS are only those granted. |
Segment and Geographical Area I
Segment and Geographical Area Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographical Area Information | 17. Segment and Geographical Area Information Segment Information Operating segments are defined as components of an entity for which separate financial information is available and 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: September 30, 2023 December 31, 2022 United States $ 20,000 $ 22,039 Europe 1,766 1,696 Total $ 21,766 $ 23,735 (See Note 5 – Revenue for the Company’s revenues disaggregated by geography). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Event [Line Items] | |
Subsequent Events | 18. Subsequent Events Lease Agreement for Company Headquarters in San Francisco, California The Company has not paid the lease payments due in October, November and December 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. Additional Financing On December 11, 2023 the Company and the Purchaser amended and restated the super priority note in an aggregate amount of $ 15,040,685 entered into by such parties on September 8, 2023 to reflect an increased aggregate principal amount of $ 18,635,500 , which is comprised of the original $ 15,040,685 principal amount, $ 594,815 in accrued interest as of December 11, 2023, and an additional principal amount of $ 3,000,000 to provide additional capital to the Company (the "Amended and Restated Note"). The Amended and Restated Note accrues interest monthly beginning on December 11, 2023, at a rate of 15.00 % per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default, will be increased by 2.00 %. The Amended and Restated Note was issued pursuant to a subscription agreement dated September 8, 2023, and an incremental subscription agreement dated December 11, 2023 (the "Incremental Subscription Agreement), in each case by and between the Purchaser and the Company. The Company may request the Purchaser to purchase up to an additional $ 17,000,000 in aggregate principal amount under the Amended and Restated Note, subject to certain conditions. A copy of the Incremental Subscription Agreement is attached to this Report as Exhibit 10.2, and a copy of the Amended and Restated Note is attached to this Report as Exhibit 10.2(a), and each is incorporated by reference herein. The Amended and Restated 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 Amended and Restated Note is a senior secured obligation of the Company, guaranteed by certain of its subsidiaries and secured by collateral consisting of substantially all of the assets of the Company and its subsidiary guarantors. The Company may prepay the Amended and Restated Note at any time prior to its 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 in connection with a financing as described in clause (a) above. Event of Default for Mudrick Convertible Note On October 11, 2023 the Company received a 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 Annual report and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the "Q2 Event of Default"). On December 6, 2023, in lieu of acceleration of the repayment obligation as a result of the Q2 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. There have been no other events or transacti ons that occurred subsequently that require recognition or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 intangible and long-lived assets, valuation of deferred income tax assets, fair value of warrant liability, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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. The Company adopted ASU 2016-13 effective January 1, 2023 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 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 (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands): Consideration: Cash (net of cash acquired) $ 7,826 Assets acquired and liabilities assumed: Current assets (excluding cash) $ 1,232 Intangible assets 9,380 Assumed current liabilities ( 3,604 ) Net assets acquired 7,008 Goodwill 818 Net assets acquired $ 7,826 |
Schedule of Fair Value of Identifiable Intangible Assets Acquired | The fair value of the identifiable intangible assets acquired include the following (in thousands): Fair Value Estimated useful life Customer relationships - car renters $ 6,720 1.3 Customer relationships - car owners 2,090 2.5 Developed technology 490 0.5 Tradename 80 0.5 |
Summary of Pro Forma Financial Information | Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred on January 1, 2022. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. Nine months ended September 30, 2022 Total revenue $ 75,355 Net loss $ ( 115,678 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of financial instruments at fair value based on the fair value hierarchy or each class of instrument | 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 September 30, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ — $ — $ — Liabilities: Warrant liability $ — $ — $ ( 78 ) Warrant commitment liability — — — Mudrick convertible notes — — ( 48,880 ) |
Warrant [Member] | |
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of the warrant commitment liability and private warrants as of September 30, 2023 and December 31, 2022, respectively, using the following assumptions: September 30, 2023 Stock price $ 0.35 Exercise price $ 11.50 Risk-free interest rate 4.63 % Time to expiration (years) 4.19 Expected volatility 78.62 % Fair value per warrant $ 0.02 December 31, 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 |
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 periods indicated (in thousands): September 30, 2023 Warrant Commitment Liability Private Balance (beginning of period) $ 320 $ 247 Additions — — Fair value measurement adjustments ( 40 ) ( 169 ) Exercised ( 280 ) — Balance (end of period) $ — $ 78 |
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 Notes and Mudrick Super Priority Note as of September 30, 2023 and December 31, 2022, respectively, using the following assumptions: September 30, 2023 December 31, 2022 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 9.75 % 9.50 % Expected volatility factor 90.40 % 95.23 % Risk-free interest rate 4.70 % 4.00 % Estimated market yield 50.00 % 30.00 % September 30, 2023 Mudrick Super Priority Note Inception date 9/8/2023 Valuation date 9/30/2023 Maturity date 8/7/2024 Interest rate 15.00 % Estimated market yield 30.00 % Discount period (years) 0.86 Discount factor 0.79 |
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 indicated (in thousands): September 30, 2023 Mudrick Convertible Notes Mudrick Super Priority Note Balance (beginning of period) $ 56,743 $ — Additions — 14,416 Fair value measurement adjustments 7,765 245 OCI - Change in fair value of the convertible instrument liability ( 15,628 ) — Exercised — — Balance (end of period) $ 48,880 $ 14,661 The change in fair value of the convertible instrument liability classified in OCI is a result of a change to instrument specific credit risk. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenues | The following table presents Company’s revenues disaggregated by geography (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Service revenue: United States $ 14,200 $ 8,290 $ 32,307 $ 25,452 Europe 9,187 8,065 20,503 18,515 Total service revenue 23,387 16,355 52,810 43,967 Lease revenue: United States $ 217 $ 210 $ 647 $ 654 Europe 195 173 482 404 Total lease revenue 412 383 1,129 1,058 Total Revenue $ 23,799 $ 16,738 $ 53,939 $ 45,025 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Insurance $ 2,355 $ 713 Consulting 439 1,802 Subscriptions 464 694 Contract assets 557 601 Compensation 64 284 Sales taxes 345 284 Advertising services 383 116 Other 2,991 1,590 Prepaid Expenses and Other Current Assets $ 7,598 $ 6,084 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): September 30, 2023 December 31, 2022 Computer equipment $ 983 $ 1,089 Vehicles and vehicle equipment 3,878 3,677 Office equipment and furniture 1,280 1,249 Leasehold improvements 11,953 11,530 Less: accumulated depreciation and amortization ( 8,742 ) ( 7,094 ) Property and Equipment, Net $ 9,352 $ 10,451 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Components of Intangible Assets and Related Amortization Expense | The following is a summary of the components of intangible assets and the related amortization expense (in thousands): September 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 11,740 $ ( 10,231 ) $ 1,509 Customer relationships 38,617 ( 28,964 ) 9,653 Trade names 390 ( 357 ) 33 Capitalized software costs - WIP 4,357 - 4,357 Total intangibles $ 55,104 $ ( 39,552 ) $ 15,552 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 11,407 $ ( 8,365 ) $ 3,042 Customer relationships 31,124 ( 24,238 ) 6,886 Trade names 314 ( 314 ) — Capitalized software costs - WIP 1,100 — 1,100 Total intangibles $ 43,945 $ ( 32,917 ) $ 11,028 |
Summary of Expected Future Amortization Expense for Intangible Assets | Expected future amortization expense for intangible assets as of September 30, 2023 is as follows (in thousands): Year ended December 31, 2023 $ 3,382 2024 7,310 2025 1,603 2026 808 Thereafter 2,449 Total $ 15,552 |
Summary of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): September 30, 2023 December 31, 2022 Beginning Balance $ 92,728 $ 122,805 Foreign currency translation ( 1,667 ) ( 6,808 ) Additions from acquisitions 818 — Impairment — ( 23,269 ) Ending Balance $ 91,879 $ 92,728 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Claims payable $ 12,484 $ 9,511 Compensation 1,688 3,400 Professional services 3,820 4,162 Insurance 371 350 Vehicle Leases 411 665 Sales and other tax 17,107 16,192 Other 3,286 3,080 Other Accrued Liabilities $ 39,167 $ 37,360 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes Payable | The Company’s convertible notes payable balance was as follows (in thousands): September 30, 2023 December 31, 2022 iHeart Convertible Note $ 99 $ 99 Mudrick Convertible Notes measured at fair value 48,880 56,743 Total Convertible Notes Payable $ 48,979 $ 56,842 |
Summary of Notes Payable Future Principal Payments | The notes payable future principal payments as of September 30, 2022 are as follows (in thousands): Year ended December 31, 2023 $ 359 2024 15,782 2025 1,127 2026 906 Thereafter — Total $ 18,174 |
Summary of Company's Notes Payable | The Company’s notes payable balances were as follows (in thousands): September 30, 2023 December 31, 2022 PGE Loan 3,513 4,409 Mudrick Super Priority Note (at fair value) 14,661 — Total Notes Payable 18,174 4,409 Less: short-term portion of PGE Loan ( 1,199 ) ( 1,211 ) Less: short-term portion of Mudrick Super Priority Note ( 14,661 ) — Total Notes Payable, less current portion $ 2,314 $ 3,198 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Lease, Cost [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense and income for the periods indicated are as follows (in thousands): Nine Months Ended September 30, 2023 2022 Operating lease costs $ 2,330 $ 1,654 Short-term lease costs 708 1,238 Variable lease costs (1) 687 411 Sublease income ( 1,129 ) ( 675 ) Total Lease Costs $ 2,596 $ 2,628 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. |
Schedule of Other Information Related to Leases | Other information related to leases for the periods indicated are as follows (in thousands): September 30, 2023 Operating cash flows used for lease liabilities $ 3,047 |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum payments under operating leases as of September 30, 2023, are as follows (in thousands): Year ending From October 1, 2023 to December 31, 2023 $ 1,021 2024 4,163 2025 4,260 2026 4,359 2027 4,460 Thereafter 6,660 Total undiscounted future cash flows $ 24,923 Less: Imputed interest ( 6,720 ) Total $ 18,203 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: Nine Months Ended September 30, 2023 2022 Expected volatility (%) 81.4 % 77.7 % Risk-free interest rate (%) 3.6 % 2.9 % Expected dividend yield — — Expected term (years) 6.0 6.0 |
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 $ 0.8 million and $ 1.0 millio n for the three months ended September 30, 2023 and 2022 , respectively, and $ 2.8 million and $ 4.0 million for the nine months ended September 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales and marketing $ 10 $ 200 $ 42 $ 731 Operations 133 199 500 729 Technology and product development 88 267 295 988 General and administrative 531 319 1,925 1,526 Total $ 762 $ 985 $ 2,762 $ 3,974 |
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 for the nine months ended September 30, 2023 is as follows: Number of Weighted- Balance, December 31, 2022 3,450,792 $ 8.52 RSUs granted 2,358,777 0.43 RSUs vested ( 1,149,576 ) 5.57 RSUs canceled ( 485,261 ) 8.70 Balance, September 30, 2023 4,174,732 $ 4.74 |
Summary of Stock Option Activity | Stock option activity for the nine months ended September 30, 2023 (in thousands, except share amounts and per unit data) is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2022 5,134,332 $ 3.40 6.50 $ 61 Options granted 4,490,000 0.27 9.14 359 Options exercised — 0.00 — — Options expired ( 331,091 ) 3.68 — — Options forfeited ( 342,085 ) 2.57 — 14 Balance, September 30, 2023 8,951,156 $ 1.83 8.05 $ 377 Vested and Exercisable, 3,556,336 2.82 5.60 59 Vested and Exercisable and Expected to Vest, 8,951,156 $ 1.83 8.05 $ 377 |
Summary of the Company Recognized Stock-based Compensation Expense Related to Stock Options | The Company recognized stock-based compensation expense related to RSUs of $ 2.9 million and $ 0.3 million for the three months ended September 30, 2023 and 2022 , respectively, and $ 7.2 million and $ 1.0 million for the nine months ended September 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales and marketing $ 92 $ 59 $ 313 $ 181 Operations 404 58 1,475 187 Technology and product development 1,042 78 2,931 395 General and administrative 1,249 94 2,473 207 Total $ 2,787 $ 289 $ 7,192 $ 970 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, 2023 December 31, 2022 Private warrants $ 78 $ 247 Total $ 78 $ 247 |
Summary of Warrants Outstanding | Number of outstanding warrants as of September 30, 2023 and December 31, 2022 was as follows: September 30, 2023 December 31, 2022 Private warrants 4,616,667 4,616,667 Public warrants 12,175,000 5,175,000 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share Basic and Diluted | The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented (in thousands, except share and per share amount): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net loss $ ( 27,346 ) $ ( 32,419 ) $ ( 80,414 ) $ ( 100,583 ) Basic and diluted weighted average common stock outstanding 93,204,630 23,503,419 92,707,994 22,792,211 Basic and diluted net loss per share $ ( 0.29 ) $ ( 1.38 ) $ ( 0.87 ) $ ( 4.41 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings 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): Nine Months Ended September 30, 2023 2022 Convertible redeemable preferred stock — 40,293,530 Stock options and restricted stock units outstanding (1) 13,125,888 9,568,764 Warrants for convertible redeemable preferred stock — 9,050,124 Warrants for common stock — 119,888 Shares reserved for future award issuance — 2,562,219 Private Warrants 4,616,667 — Public Warrants 12,175,000 — Shares for Mudrick Convertible Notes 19,001,085 — Shares for Mudrick PIK Notes 79,534 — Total 48,998,174 61,594,525 (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) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-lived Assets, by Geographical Areas | 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: September 30, 2023 December 31, 2022 United States $ 20,000 $ 22,039 Europe 1,766 1,696 Total $ 21,766 $ 23,735 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Description of Organization and Business Operations Details [LineItem] | |||||
Business combination exchange ratio | 0.32025 | 0.32025 | |||
Net loss | $ 27,346 | $ 32,419 | $ 80,414 | $ 100,583 | |
Unrestricted cash and cash equivalents | $ 22,200 | $ 22,200 | $ 64,300 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - ASU 2016-13 [Member] | Sep. 30, 2023 |
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, 2023 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Business Combination (Details)
Business Combination (Details) - HyreCar Inc [Member] $ in Thousands | May 08, 2023 USD ($) |
Business Acquisition [Line Items] | |
Aggregate purchase price | $ 8,130 |
Goodwill, Expected to be deductible for tax purpose | $ 800 |
Business Combination - Schedule
Business Combination - Schedule of Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition - (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
May 08, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consideration: | ||||
Cash (net of cash acquired) | $ 7,826 | |||
Assets acquired and liabilities assumed: | ||||
Goodwill | $ 91,879 | $ 92,728 | $ 122,805 | |
HyreCar Inc [Member] | ||||
Consideration: | ||||
Cash (net of cash acquired) | $ 7,826 | |||
Assets acquired and liabilities assumed: | ||||
Current assets (excluding cash) | 1,232 | |||
Intangible assets | 9,380 | |||
Assumed current liabilities | (3,604) | |||
Net assets acquired | 7,008 | |||
Goodwill | 818 | |||
Net assets acquired | $ 7,826 |
Business Combination - Schedu_2
Business Combination - Schedule of Fair Value of Identifiable Intangible Assets Acquired (Details) - HyreCar Inc [Member] $ in Thousands | May 08, 2023 USD ($) |
Customer Relationships - Car Renters [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 6,720 |
Estimated Useful Life | 1 year 3 months 18 days |
Customer Relationships - Car Owners [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 2,090 |
Estimated Useful Life | 2 years 6 months |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 490 |
Estimated Useful Life | 6 months |
Tradename [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 80 |
Estimated Useful Life | 6 months |
Business Combination - Summary
Business Combination - Summary of Pro Forma Financial Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Combinations [Abstract] | |
Total revenue | $ 75,355 |
Net loss | $ (115,678) |
Fair Value Measurements (Detail
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Money market account | $ 38 | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | $ (78) | (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 | $ (48,880) | $ (56,743) |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of private placement warrant | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 yr | Dec. 31, 2022 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 | 0.35 | 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 | 11.5 | 11.5 |
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 | 4.63 | 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 | 4.19 | 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 | 78.62 | 70.7 |
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 | 0.02 | 0.05 |
Private Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.35 | 0.65 |
Private Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 |
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.63 | 3.96 |
Private Warrants [Member] | Measurement Input, Maturity [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.19 | 4.94 |
Private Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 78.62 | 70.7 |
Private Warrants [Member] | Measurement Input, Fair Value Per Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.02 | 0.05 |
Mudrick Convertible Notes [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, issuance date | Dec. 08, 2022 | Dec. 08, 2022 |
Alternative investment, maturity date | Dec. 08, 2027 | Dec. 08, 2027 |
Mudrick Convertible Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 4.7 | 4 |
Mudrick Convertible Notes [Member] | Measurement Input, Interest Rate (PIK) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 9.75 | 9.5 |
Mudrick Convertible Notes [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 90.4 | 95.23 |
Mudrick Convertible Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 50 | 30 |
Mudrick Super Priority Note [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, maturity date | Aug. 07, 2024 | |
Alternative investment, inception date | Sep. 08, 2023 | |
Alternative investments valuation date | Sep. 30, 2023 | |
Mudrick Super Priority Note [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 30 | |
Mudrick Super Priority Note [Member] | Measurement Input Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 15 | |
Mudrick Super Priority Note [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.79 | |
Alternative investment discount period (years) | 10 months 9 days |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the level 3 warrant liability measured at fair value - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Warrant Commitment Liability [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance (beginning of period) | $ 320 |
Fair value measurement adjustments | (40) |
Exercised | 280 |
Warrant Liability [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance (beginning of period) | 247 |
Fair value measurement adjustments | (169) |
Balance (end of period) | $ 78 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the level 3 convertible promissory notes and securities measured at fair value - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value measurement adjustments | $ (8,441) | $ 2,140 | $ (7,765) | $ 3,896 |
Fair Value, Inputs, Level 3 [Member] | Mudrick Convertible Notes [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance (beginning of period) | 56,743 | |||
Fair value measurement adjustments | (7,765) | |||
OCI - Change in fair value of the convertible instrument liability | (15,628) | |||
Balance (end of period) | 48,880 | 48,880 | ||
Fair Value, Inputs, Level 3 [Member] | Mudrick Super Priority Note [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Additions | 14,416 | |||
Fair value measurement adjustments | 245 | |||
Balance (end of period) | $ 14,661 | $ 14,661 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 23,799 | $ 16,738 | $ 53,939 | $ 45,025 |
Service revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 23,387 | 16,355 | 52,810 | 43,967 |
Service revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,200 | 8,290 | 32,307 | 25,452 |
Service revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,187 | 8,065 | 20,503 | 18,515 |
Lease revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 412 | 383 | 1,129 | 1,058 |
Lease revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 217 | 210 | 647 | 654 |
Lease revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 195 | $ 173 | $ 482 | $ 404 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Revenue from Contract with Customer [Abstract] | ||||
Contract with customer asset | $ 557 | $ 600 | $ 601 | $ 700 |
Contract with customer liability | $ 900 | $ 700 | $ 700 | $ 300 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||||
Insurance | $ 2,355 | $ 713 | ||
Consulting | 439 | 1,802 | ||
Subscriptions | 464 | 694 | ||
Contract assets | 557 | $ 600 | 601 | $ 700 |
Compensation | 64 | 284 | ||
Sales taxes | 345 | 284 | ||
Advertising services | 383 | 116 | ||
Other | 2,991 | 1,590 | ||
Prepaid Expenses and Other Current Assets | $ 7,598 | $ 6,084 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (8,742) | $ (7,094) |
Property and Equipment, Net | 9,352 | 10,451 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 983 | 1,089 |
Vehicles and Vehicle Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,878 | 3,677 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,280 | 1,249 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11,953 | $ 11,530 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.6 | $ 0.5 | $ 1.8 | $ 1.6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Summary of Components of Intangible Assets and Related Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 55,104 | $ 43,945 |
Accumulated Amortization | (39,552) | (32,917) |
Net Carrying Amount | 15,552 | 11,028 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,740 | 11,407 |
Accumulated Amortization | (10,231) | (8,365) |
Net Carrying Amount | 1,509 | 3,042 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 38,617 | 31,124 |
Accumulated Amortization | (28,964) | (24,238) |
Net Carrying Amount | 9,653 | 6,886 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 390 | 314 |
Accumulated Amortization | (357) | (314) |
Net Carrying Amount | 33 | 0 |
Capitalized Software Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,357 | 1,100 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | $ 4,357 | $ 1,100 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense other intangibles assets, net | $ 3.5 | $ 1.8 | $ 8.1 | $ 6 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Summary of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 3,382 | |
2024 | 7,310 | |
2025 | 1,603 | |
2026 | 808 | |
Thereafter | 2,449 | |
Net Carrying Amount | $ 15,552 | $ 11,028 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 92,728 | $ 122,805 |
Foreign currency translation | (1,667) | (6,808) |
Additions from acquisitions | 818 | 0 |
Impairment | 0 | (23,269) |
Ending Balance | $ 91,879 | $ 92,728 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of other accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Claims payable | $ 12,484 | $ 9,511 |
Compensation | 1,688 | 3,400 |
Professional services | 3,820 | 4,162 |
Insurance | 371 | 350 |
Vehicle Leases | 411 | 665 |
Sales and other tax | 17,107 | 16,192 |
Other | 3,286 | 3,080 |
Other Accrued Liabilities | $ 39,167 | $ 37,360 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 08, 2023 USD ($) | Sep. 06, 2023 | Aug. 23, 2023 | Aug. 07, 2023 USD ($) | May 04, 2023 shares | Dec. 08, 2022 USD ($) TradingDay $ / shares shares | Aug. 03, 2021 EUR (€) | Jul. 13, 2021 EUR (€) | Dec. 31, 2022 EUR (€) | Oct. 31, 2021 EUR (€) | Jan. 31, 2021 EUR (€) | Nov. 30, 2020 EUR (€) | Oct. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | Apr. 30, 2018 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Dec. 08, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2020 USD ($) | Sep. 30, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Oct. 01, 2021 EUR (€) | Jul. 31, 2019 USD ($) | Jun. 01, 2019 USD ($) | Apr. 01, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Prepaid Expense | $ 383,000 | $ 383,000 | $ 116,000 | |||||||||||||||||||||||||||||
Long-Term Debt | $ 18,174,000 | $ 18,174,000 | ||||||||||||||||||||||||||||||
Cash and cash equivalents | 22,164,000 | 27,216,000 | 22,164,000 | 27,216,000 | 64,294,000 | |||||||||||||||||||||||||||
Number of private placement warrants agreed to purchase | shares | 7,000,000 | |||||||||||||||||||||||||||||||
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 Convertible Debt | $ 50,000,000 | |||||||||||||||||||||||||||||||
Interest expense | 1,000 | 1,000 | 4,000 | 4,000 | ||||||||||||||||||||||||||||
Debt instrument face value | $ 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] | ||||||||||||||||||||||||||||||||
Debt instrument face value | $ 2,000,000 | $ 1,100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 54,000 | $ 16,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 528,195 | 112,718 | ||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | Legacy Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 100,951 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest expense | 11,000 | € 10,400 | $ 14,000 | € 13,400 | 42,200 | € 39,900 | $ 28,500 | € 27,300 | ||||||||||||||||||||||||
Current portion of long term debt | 1,200,000 | 1,200,000 | € 1,100,000 | |||||||||||||||||||||||||||||
Non current portion of long term debt | 3,500,000 | 3,500,000 | € 3,300,000 | |||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | € | € 4,500,000 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | € | 3,000,000 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | € | 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 | € | € 51,000 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | € | € 3,000,000 | € 3,000,000 | € 3,000,000 | |||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
Debt instrument face value | € | € 600,000 | |||||||||||||||||||||||||||||||
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 | € | € 12,000 | |||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
Debt instrument face value | € | € 2,400,000 | |||||||||||||||||||||||||||||||
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 | € | € 49,000 | |||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | € | € 1,500,000 | € 75,000 | ||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | |||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-06 | |||||||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 169,800,000 | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 175,000,000 | 1,000 | $ 1,000 | $ 175,000,000 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 08, 2027 | |||||||||||||||||||||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 7,000,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 86.96 | |||||||||||||||||||||||||||||||
Debt instrument additional effective rate of interest | 2% | 2% | ||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 11.5 | $ 11.5 | ||||||||||||||||||||||||||||||
Conversion price average daily volume-weighted average trading price | 115% | 115% | ||||||||||||||||||||||||||||||
Common stock trading days | TradingDay | 90 | |||||||||||||||||||||||||||||||
Debt instrument frequency of periodic payment | semi-annually | |||||||||||||||||||||||||||||||
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). | |||||||||||||||||||||||||||||||
Maturity date | 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 | ||||||||||||||||||||||||||||||
Private placement warrant price (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Backstop fee | $ 5,200,000 | |||||||||||||||||||||||||||||||
Issuance of common stock (in Shares) | shares | 266,156 | |||||||||||||||||||||||||||||||
Debt instrument, Interest rate terms | (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%). | (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%). | ||||||||||||||||||||||||||||||
Interest percentage discription | one half of one percent (0.50%) | one half of one percent (0.50%) | ||||||||||||||||||||||||||||||
Interest percentage | 0.50% | 0.50% | ||||||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | First Ninety (90) Days [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest percentage discription | one quarter of one percent (0.25%) | one quarter of one percent (0.25%) | ||||||||||||||||||||||||||||||
Interest percentage | 0.25% | 0.25% | ||||||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | First (91st) Through One Hundred and Eightieth (180th) Day [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest percentage discription | one half of one percent (0.50%) | one half of one percent (0.50%) | ||||||||||||||||||||||||||||||
Interest percentage | 0.50% | 0.50% | ||||||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||
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 Bridge Note [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 15,040,685 | $ 3,000,000 | ||||||||||||||||||||||||||||||
Principal repayment premium percentage | 100% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 07, 2023 | |||||||||||||||||||||||||||||||
Mudrick Super Priority Note [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||||||||||
Debt instrument additional interest rate to be paid in case of default | 2% | |||||||||||||||||||||||||||||||
Debt instrument face value | $ 15,040,685 | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 07, 2024 | |||||||||||||||||||||||||||||||
Percentage of net proceeds to be used to repay notes before January 31,2024 | 50% | |||||||||||||||||||||||||||||||
Percentage of net proceeds to be used to repay notes after January 31,2024 | 100% | |||||||||||||||||||||||||||||||
Percentage of net proceeds from sales or disposition to be used to repay notes | 100% | |||||||||||||||||||||||||||||||
Mandatory prepayment exempted first net proceeds of company | $ 10,000,000 | |||||||||||||||||||||||||||||||
Maximum Additional Promotion Commitment [Member] | Within 18 Months From The Effective Date [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | $ 11,500,000 | |||||||||||||||||||||||||||||||
Percentage of commitment value in cash | 22.50% | |||||||||||||||||||||||||||||||
Minimum Commitment Tranche [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face value | $ 400,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||
Prepaid Expense | $ 500,000 | |||||||||||||||||||||||||||||||
Long-Term Debt | 99,000 | $ 99,000 | $ 99,000 | |||||||||||||||||||||||||||||
Minimum Commitment Tranche [Member] | Advertising [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, amount utilized | 3,300,000 | 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 | |||||||||||||||||||||||||||||||
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] | Mudrick Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 9.21 | $ 9.21 | ||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||||||||||
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 |
Notes Payable - Summary of Conv
Notes Payable - Summary of Convertible Notes Payable (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | $ 48,979 | $ 56,842 |
iHeart Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | 99 | 99 |
Mudrick Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | $ 48,880 | $ 56,743 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable Future Principal Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 359 |
2024 | 15,782 |
2025 | 1,127 |
2026 | 906 |
Total | $ 18,174 |
Notes Payable - Summary of Comp
Notes Payable - Summary of Company's Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Notes Payable, Total | $ 18,174 | $ 4,409 |
Less: short-term portion | (15,860) | (1,211) |
Total Notes Payable, less current portion | 2,314 | 3,198 |
PGE Loan [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable, Total | 3,513 | 4,409 |
Less: short-term portion | (1,199) | $ (1,211) |
Mudrick Super Priority Note [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable, Total | 14,661 | |
Less: short-term portion | $ (14,661) |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease costs | $ 2,330 | $ 1,654 |
Short term lease costs | 708 | 1,238 |
Variable lease costs | 687 | 411 |
Sublease income | (1,129) | (675) |
Total Lease Costs | $ 2,596 | $ 2,628 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Other Information Related To Leases [Line Items] | |
Operating cash flows used for lease liabilities | $ 3,047 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Line Items] | |
Lease contractual term description | 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. |
Weighted-average remaining lease term (in years): | 5 years 9 months 18 days |
Weighted average discount rate | 11.60% |
Maximum [Member] | |
Leases [Line Items] | |
Term of lease agreements | 8 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
From October 1, 2023 to December 31, 2023 | $ 1,021 |
2024 | 4,163 |
2025 | 4,260 |
2026 | 4,359 |
2027 | 4,460 |
Thereafter | 6,660 |
Total | 24,923 |
Less: Imputed interest | (6,720) |
Operating Lease, Liability | $ 18,203 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency accrual amount | $ 1.4 | $ 1.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate percentage | 1% | 0.60% | 0.80% | 0.60% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation by share based award aggregate number of stock options cumulatively exercised earlier | 0 | 0 | 0 | |||
Incentive Stock Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 800,000 | $ 1,000,000 | $ 2,800,000 | $ 4,000,000 | ||
Total unrecognized compensation cost, amount | 6,000,000 | $ 6,000,000 | ||||
Total unrecognized compensation cost, period | 4 months 20 days | |||||
Total intrinsic value for stock options exercised | $ 1,000 | 100,000 | ||||
Fair value of awards vested | $ 3,100,000 | $ 3,400,000 | ||||
Weighted-average grant-date fair value of stock options granted | $ 0.18 | $ 3.08 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 2,900,000 | $ 300,000 | $ 7,200,000 | $ 1,000,000 | ||
Total unrecognized compensation cost, amount | $ 17,500,000 | $ 17,500,000 | ||||
Total unrecognized compensation cost, period | 1 year 5 months 12 days | |||||
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 | $ 15,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units (RSUs) Activity (Details) - 2022 Equity Incentive Plan [Member] - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | shares | 3,450,792 |
RSUs granted | shares | 2,358,777 |
RSUs vested | shares | (1,149,576) |
RSUs canceled | shares | (485,261) |
Ending balance | shares | 4,174,732 |
Beginning balance | $ / shares | $ 8.52 |
RSUs granted | $ / shares | 0.43 |
RSUs vested | $ / shares | 5.57 |
RSUs canceled | $ / shares | 8.70 |
Ending balance | $ / shares | $ 4.74 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Beginning Balance | 5,134,332 | |
Number of Shares, Options granted | 4,490,000 | |
Number of Shares, Options expired | (331,091) | |
Number of Shares, Options forfeited | (342,085) | |
Number of Shares, Ending Balance | 5,134,332 | 8,951,156 |
Number of Shares, Vested and Exercisable | 3,556,336 | |
Number of Shares, Vested and Exercisable and Expected to Vest | 8,951,156 | |
Weighted- Average Exercise Price, Beginning Balance | $ 3.4 | |
Weighted- Average Exercise Price, Options granted | 0.27 | |
Weighted- Average Exercise Price, Options exercised | 0 | |
Weighted- Average Exercise Price, Options expired | 3.68 | |
Weighted- Average Exercise Price, Options forfeited | 2.57 | |
Weighted- Average Exercise Price, Ending Balance | $ 3.4 | 1.83 |
Weighted- Average Exercise Price, Vested and Exercisable | 2.82 | |
Weighted- Average Exercise Price, Vested and Exercisable and Expected to Vest | $ 1.83 | |
Weighted- Average Remaining Contractual Life (Years) | 6 years 6 months | 8 years 18 days |
Weighted- Average Remaining Contractual Life (Years), Options granted | 9 years 1 month 20 days | |
Weighted- Average Remaining Contractual Life (Years) | 6 years 6 months | 8 years 18 days |
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable | 5 years 7 months 6 days | |
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable and Expected to Vest | 8 years 18 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 61 | |
Aggregate Intrinsic Value, Options granted | 359 | |
Aggregate Intrinsic Value, Options forfeited | 14 | |
Aggregate Intrinsic Value, Ending Balance | $ 61 | 377 |
Aggregate Intrinsic Value, Vested and Exercisable | 59 | |
Aggregate Intrinsic Value, Vested and Exercisable and Expected to Vest | $ 377 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of the Weighted Average Assumptions Used in the Valuation of Stock Options Granted (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 81.40% | 77.70% |
Risk-free interest rate | 3.60% | 2.90% |
Expected term (years) | 6 years | 6 years |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of the Company Recognized Stock-based Compensation Expense Related to Stock Options (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Incentive Stock Option [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 762 | $ 985 | $ 2,762 | $ 3,974 |
Incentive Stock Option [Member] | Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 10 | 200 | 42 | 731 |
Incentive Stock Option [Member] | Operations [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 133 | 199 | 500 | 729 |
Incentive Stock Option [Member] | Technology And Product Development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 88 | 267 | 295 | 988 |
Incentive Stock Option [Member] | General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 531 | 319 | 1,925 | 1,526 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 2,787 | 289 | 7,192 | 970 |
Restricted Stock Units (RSUs) [Member] | Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 92 | 59 | 313 | 181 |
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 | 404 | 58 | 1,475 | 187 |
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 | 1,042 | 78 | 2,931 | 395 |
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 | $ 1,249 | $ 94 | $ 2,473 | $ 207 |
Warrants - Summary of Tabular F
Warrants - Summary of Tabular Form of Warrant Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Warrant Liability [Line Items] | ||
Total | $ 78 | $ 247 |
Private Warrants | ||
Warrant Liability [Line Items] | ||
Total | $ 78 | $ 247 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Private Warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 4,616,667 | 4,616,667 |
Public Warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 12,175,000 | 5,175,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2023 | May 04, 2023 | Dec. 31, 2022 | Dec. 08, 2022 | |
Warrants [Line Items] | ||||
Class of warrants or rights number of securities covered by warrants or rights | 7,000,000 | |||
Public Warrants [Member] | ||||
Warrants [Line Items] | ||||
Warrants Outstanding | 12,175,000 | 5,175,000 | ||
Private Warrants [Member] | ||||
Warrants [Line Items] | ||||
Warrants Outstanding | 4,616,667 | 4,616,667 | ||
Mudrick Convertible Notes [Member] | ||||
Warrants [Line Items] | ||||
Class of warrants or rights exercise price | $ 11.5 | |||
Maximum number of warrants obligated to issue as a result of adjustment to warrants | 7,000,000 | |||
Class of warrants or rights number of securities covered by warrants or rights | 2,800,000 | |||
Interprivate II Acquisition Crop [Member] | ||||
Warrants [Line Items] | ||||
Warrant or right, reason for issuance, Description | 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. | |||
Description on business combination | Upon the Closing, there were 5,175,000 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. | |||
Interprivate II Acquisition Crop [Member] | Public Warrants [Member] | ||||
Warrants [Line Items] | ||||
Warrants Outstanding | 5,175,000 | |||
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] | Common Stock [Member] | ||||
Warrants [Line Items] | ||||
Class of warrants or rights exercise price | $ 11.5 |
Earnings (Loss) per Share - Sch
Earnings (Loss) per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net loss | $ (27,346) | $ (32,419) | $ (80,414) | $ (100,583) |
Basic weighted average common stock outstanding | 93,204,630 | 23,503,419 | 92,707,994 | 22,792,211 |
Diluted weighted average common stock outstanding | 93,204,630 | 23,503,419 | 92,707,994 | 22,792,211 |
Basic net loss per share | $ (0.29) | $ (1.38) | $ (0.87) | $ (4.41) |
Diluted net loss per share | $ (0.29) | $ (1.38) | $ (0.87) | $ (4.41) |
Earnings (Loss) per Share - S_2
Earnings (Loss) per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 48,998,174 | 61,594,525 | |
Convertible redeemable preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 40,293,530 | ||
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 earnings per share amount | [1] | 13,125,888 | 9,568,764 |
Warrants for convertible redeemable preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 9,050,124 | ||
Warrants for Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 119,888 | ||
Shares Reserved for Future Award Issuance [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 2,562,219 | ||
Private Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings 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 earnings per share amount | 12,175,000 | ||
Shares for Mudrick Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 19,001,085 | ||
Shares for Mudrick PIK Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 79,534 | ||
[1] Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
2022 Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Employee contribution under the plan | 0 |
Segment and Geographical Area_3
Segment and Geographical Area Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment and Geographical Area_4
Segment and Geographical Area Information - Schedule of revenue from external customers and long-lived assets, by geographical areas (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 21,766 | $ 23,735 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | 20,000 | 22,039 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 1,766 | $ 1,696 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 9 Months Ended | |||||
Dec. 11, 2023 | Dec. 06, 2023 | Sep. 30, 2023 | Oct. 19, 2023 | Sep. 08, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Release of restricted cash to landlord | $ 3,600,000 | $ 3,600,000 | ||||
Amended and Restated Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 18,635,500 | |||||
Mudrick Convertible Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest percentage discription | one half of one percent (0.50%) | |||||
Mudrick Convertible Note [Member] | First Ninety (90) Days [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest percentage discription | one quarter of one percent (0.25%) | |||||
Mudrick Convertible Note [Member] | First (91st) Through One Hundred and Eightieth (180th) Day [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest percentage discription | one half of one percent (0.50%) | |||||
Subsequent Event [Member] | Amended and Restated Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 15,040,685 | |||||
Original principal amount | 15,040,685 | |||||
Accrued interest | 594,815 | |||||
Additional principal amount | $ 3,000,000 | |||||
Interest rate | 15% | |||||
Debt instrument maturity date | Aug. 07, 2024 | |||||
Percentage of the principal and accrued interest | 108% | |||||
Maximum increase in interest rate of the event | 2% | |||||
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% | |||||
Proceeds from payments of debt | $ 10,000,000 | |||||
Subsequent Event [Member] | Amended and Restated Note [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Additional principal amount | $ 17,000,000 | |||||
Subsequent Event [Member] | Mudrick Convertible Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest percentage | 0.50% | |||||
Subsequent Event [Member] | Mudrick Convertible Note [Member] | First Ninety (90) Days [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest percentage | 0.25% | |||||
Subsequent Event [Member] | Mudrick Convertible Note [Member] | First (91st) Through One Hundred and Eightieth (180th) Day [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest percentage | 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 |