Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | PO Box 24173 | |
Entity Address, City or Town | Oakland | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94623 | |
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 | 96,737,557 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 30,861 | $ 15,624 |
Accounts receivable, net | 731 | 853 |
Prepaid expenses and other current assets | 6,707 | 10,131 |
Total Current Assets | 38,299 | 26,608 |
Property and equipment, net | 1,641 | 8,504 |
Operating lease right-of-use assets, net | 1,270 | 12,162 |
Goodwill | 93,058 | 95,869 |
Intangible assets, net | 8,469 | 13,358 |
Other assets | 6,982 | 4,635 |
Total Assets | 149,719 | 161,136 |
Current Liabilities | ||
Accounts payable | 7,401 | 15,552 |
Accrued host payments and insurance fees | 19,630 | 13,192 |
Operating lease liabilities, current | 181 | 2,268 |
Notes payable, current ($0 and $18,568 measured at fair value, respectively) | 2,418 | 19,904 |
Other accrued liabilities | 43,062 | 48,107 |
Deferred revenue | 2,634 | 684 |
Total Current Liabilities | 75,326 | 99,707 |
Notes payable ($50,130 and $0 measured at fair value, respectively) | 52,078 | 2,122 |
Convertible notes payable ($54,850 and $40,370 measured at fair value, respectively) | 54,850 | 40,469 |
Operating lease liabilities (net of current portion) | 1,089 | 15,487 |
Deferred tax liabilities | 262 | 212 |
Warrant liability | 30 | 20 |
Total Liabilities | 183,635 | 158,017 |
Commitments and contingencies (Note 12) | ||
Stockholders' Equity (Deficit) | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 96,660,499 and 92,827,281 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 10 | 9 |
Additional paid-in capital | 866,574 | 859,163 |
Stockholder notes | (8,284) | (8,284) |
Accumulated deficit | (918,945) | (875,955) |
Accumulated other comprehensive income | 26,729 | 28,186 |
Total Stockholders' Equity (Deficit) | (33,916) | 3,119 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 149,719 | $ 161,136 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Notes payable, current, fair value | $ 0 | $ 18,568 |
Notes payable, fair value | 50,130 | 0 |
Convertible notes payable, fair value | $ 54,850 | $ 40,370 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 96,660,499 | 92,827,281 |
Common stock, shares outstanding | 96,660,499 | 92,827,281 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | $ 18,584 | $ 18,620 | $ 35,740 | $ 30,140 |
Cost of revenue (exclusive of depreciation and amortization shown separately below): | ||||
Sales and marketing | 5,736 | 7,728 | 8,968 | 11,368 |
Operations and support | 12,680 | 16,024 | 27,290 | 28,126 |
Technology and product development | 4,292 | 4,291 | 8,411 | 8,130 |
General and administrative | 13,501 | 14,194 | 27,450 | 28,562 |
Depreciation and amortization | 2,772 | 3,297 | 6,645 | 5,779 |
Total Operating Expenses | 40,655 | 47,300 | 82,394 | 85,115 |
Loss from Operations | (22,071) | (28,680) | (46,654) | (54,975) |
Other Income (Expense) | ||||
Convertible promissory note and note payable fair value adjustment | 11,359 | (2,244) | (6,022) | 676 |
Warrant liability fair value adjustment | (3) | 184 | (9) | 173 |
Interest income (expense), net | (55) | 78 | (150) | 284 |
Other income (expense), net | (1,267) | 185 | 9,884 | 395 |
Total Other Income (Expense) | 10,034 | (1,797) | 3,703 | 1,528 |
Loss before Benefit for Income Taxes | (12,037) | (30,477) | (42,951) | (53,447) |
Income Tax Expense (Benefit) | (12) | (208) | 39 | (379) |
Net Loss | (12,025) | (30,269) | (42,990) | (53,068) |
Change in fair value of the convertible instrument liability | 1,514 | 1,161 | ||
Foreign Currency Translation (Loss) Gain | (307) | (586) | (2,618) | 235 |
Comprehensive Loss | $ (10,818) | $ (30,855) | $ (44,447) | $ (52,833) |
Net Loss Per Share Attributable to Stockholders: | ||||
Basic | $ (0.12) | $ (0.33) | $ (0.44) | $ (0.57) |
Diluted | $ (0.12) | $ (0.33) | $ (0.44) | $ (0.57) |
Weighted average shares outstanding, Basic | 98,321,295 | 92,608,276 | 97,498,510 | 92,460,655 |
Weighted average shares outstanding, Diluted | 98,321,295 | 92,608,276 | 97,498,510 | 92,460,655 |
Service revenue [Member] | ||||
Revenue | $ 18,307 | $ 18,224 | $ 35,113 | $ 29,423 |
Cost of revenue (exclusive of depreciation and amortization shown separately below): | ||||
Cost of revenue | 1,660 | 1,730 | 3,576 | 3,075 |
Lease revenue [Member] | ||||
Revenue | 277 | 396 | 627 | 717 |
Cost of revenue (exclusive of depreciation and amortization shown separately below): | ||||
Cost of revenue | $ 14 | $ 36 | $ 54 | $ 75 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | iHM Prepaid Ad | Common Stock | Stockholder Notes | Additional Paid-in Capital | Additional Paid-in Capital iHM Prepaid Ad | Accumulated Deficit | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income iHM Prepaid Ad |
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 (in shares) | 41,279 | ||||||||
Stock-based compensation | 6,406 | 6,406 | |||||||
Issuance of common stock | $ 370 | $ 370 | |||||||
Issuance of warrants in connection with Mudrick Convertible Promissory notes | 280 | 280 | |||||||
Foreign currency translation loss | 235 | 235 | |||||||
Net loss | (53,068) | (53,068) | |||||||
Balance (in Shares) at Jun. 30, 2023 | 92,127,253 | ||||||||
Balance at Jun. 30, 2023 | 23,723 | $ 9 | (8,284) | 852,944 | (815,077) | (5,869) | |||
Balance at Mar. 31, 2023 | 51,457 | $ 9 | (8,284) | 849,823 | (784,808) | (5,283) | |||
Balance (in Shares) at Mar. 31, 2023 | 92,085,974 | ||||||||
RSU vested (in shares) | 41,279 | ||||||||
Stock-based compensation | 2,841 | 2,841 | |||||||
Issuance of warrants in connection with Mudrick Convertible Promissory notes | 280 | 280 | |||||||
Foreign currency translation loss | (586) | (586) | |||||||
Net loss | (30,269) | (30,269) | |||||||
Balance (in Shares) at Jun. 30, 2023 | 92,127,253 | ||||||||
Balance at Jun. 30, 2023 | 23,723 | $ 9 | (8,284) | 852,944 | (815,077) | (5,869) | |||
Balance at Dec. 31, 2023 | 3,119 | $ 9 | (8,284) | 859,163 | (875,955) | 28,186 | |||
Balance (in Shares) at Dec. 31, 2023 | 92,827,281 | ||||||||
RSU vested | 1 | $ 1 | |||||||
RSU vested (in shares) | 3,833,218 | ||||||||
Stock-based compensation | 7,411 | 7,411 | |||||||
Foreign currency translation loss | (2,618) | (2,618) | |||||||
Change in fair value of the convertible instrument liability | 1,161 | 1,161 | |||||||
Net loss | (42,990) | (42,990) | |||||||
Balance (in Shares) at Jun. 30, 2024 | 96,660,499 | ||||||||
Balance at Jun. 30, 2024 | (33,916) | $ 10 | (8,284) | 866,574 | (918,945) | 26,729 | |||
Balance at Mar. 31, 2024 | (27,211) | $ 9 | (8,284) | 862,462 | (906,920) | 25,522 | |||
Balance (in Shares) at Mar. 31, 2024 | 93,105,059 | ||||||||
RSU vested | 1 | $ 1 | |||||||
RSU vested (in shares) | 3,555,440 | ||||||||
Stock-based compensation | 4,112 | 4,112 | |||||||
Issuance of common stock | $ (307) | $ (307) | |||||||
Issuance of warrants in connection with Mudrick Convertible Promissory notes | 1,514 | 1,514 | |||||||
Foreign currency translation loss | (307) | ||||||||
Net loss | (12,025) | (12,025) | |||||||
Balance (in Shares) at Jun. 30, 2024 | 96,660,499 | ||||||||
Balance at Jun. 30, 2024 | $ (33,916) | $ 10 | $ (8,284) | $ 866,574 | $ (918,945) | $ 26,729 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (42,990) | $ (53,068) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,645 | 5,779 |
Provision for bad debts | 2,597 | 3,880 |
Stock-based compensation | 7,411 | 6,406 |
Gain on extinguishment of debt | (99) | |
Change in fair value - convertible instrument liability | 15,632 | (676) |
Change in fair value - warrant liability | 9 | (174) |
Change in fair value - note payable | (9,610) | |
Change in fair value - prepaid ad inventory | 51 | |
Non-cash lease expense | 568 | 553 |
Gain from disposal of property and equipment | (5) | |
Loss on lease termination | 2,856 | (21) |
Loss from foreign currency remeasurement | 277 | 265 |
Net changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (2,494) | (3,730) |
Prepaid expenses and other current assets | 3,364 | 511 |
Operating leases liabilities | (1,998) | (924) |
Other assets | (2,455) | (1,167) |
Accounts payable | (8,092) | 3,853 |
Accrued host payments and insurance fees | 6,842 | 7,587 |
Accrued expenses and other liabilities | (5,062) | 629 |
Deferred taxes | 56 | (382) |
Deferred revenue | 1,979 | 2,065 |
Net Cash Used in Operating Activities | (24,518) | (28,614) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (47) | (509) |
Capitalized software | (877) | (2,249) |
Proceeds from sale of property and equipment | 15 | 37 |
Acquisition of Hyrecar, net of cash acquired | (7,826) | |
Net Cash Used in Investing Activities | (909) | (10,547) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Mudrick Super Priority Note, net of issuance costs | 41,172 | |
Repayment of PGE loan | (650) | |
Repayment of Promissory Note | (92) | |
Net Cash Provided by (Used in) Financing Activities | 41,080 | (650) |
Effect of Foreign Currency Translation on Cash | (417) | 175 |
Net change in cash and cash equivalents and restricted cash and cash equivalents | 15,236 | (39,636) |
Cash and Cash Equivalents and Restricted Cash, beginning of period | 15,625 | 67,894 |
Cash and Cash Equivalents and Restricted Cash, end of period | 30,861 | 28,258 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | 30,861 | 24,658 |
Restricted cash included in current assets | 3,600 | |
Total Cash, Cash Equivalents and Restricted Cash at the End of Period | $ 30,861 | $ 28,258 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (12,025) | $ (30,269) | $ (42,990) | $ (53,068) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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 (“2022 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 2022 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 operating on a remote work basis with its employees, and a principal place of business in Oakland, 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 June 30, 2024, 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, 2023 (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. 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 $ 12.0 million and $ 43.0 million for the three and six months ended June 30, 2024, respectively, and $ 30.3 million and $ 53.1 million for the three and six months ended June 30, 2023, respectively. 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 June 30, 2024 and December 31, 2023, the Company had $ 30.9 million and $ 15.6 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 and will be required in the foreseeable future in order for the Company to continue as a going concern. When 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. If the Company is unable to obtain additional funding when needed, it will need to significantly reduce its spending, delay or cancel its planned activities, substantially change its corporate structure or curtail or discontinue its operations , 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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. 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, certain notes payable, and stock-based awards. Actual results may ultimately differ from management’s estimates. Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On May 16, 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 has acquired 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 in this transaction ("the 2023 Business Combination"). 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 1.4 Customer relationships - car owners 2,090 2.6 Developed technology 490 0.6 Tradename 80 0.6 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. 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, 2023. 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. Three months ended June 30, 2023 Six months ended June 30, 2023 Total revenue $ 23,554 $ 45,117 Net loss $ ( 33,968 ) $ ( 61,935 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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, and warrant liability. The recorded carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The balances outstanding under the notes payable agreements are considered to approximate their estimated fair values as the interest rates approximate market rates. Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash and cash equivalents, convertible promissory notes, certain notes payable, 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, 2023 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ — $ — $ ( 20 ) Mudrick convertible notes — — ( 40,370 ) Super priority note payable — — ( 18,568 ) $ — $ — $ ( 58,958 ) Fair Value Measurement June 30, 2024 Level 1 Level 2 Level 3 Assets: Money market account $ 2,544 $ — $ — Liabilities: Warrant liability $ — $ — $ ( 30 ) Mudrick convertible notes — — ( 54,850 ) Super priority note payable — — ( 50,130 ) $ — $ — $ ( 105,010 ) Warrants The Company measures its 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 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 June 30, 2024 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 private warrants as of June 30, 2024 and December 31, 2023, respectively, using the following assumptions: June 30, 2024 Stock price $ 0.14 Exercise price $ 11.50 Risk-free interest rate 4.43 % Time to expiration (years) 3.44 Expected volatility 101.64 % Fair value per warrant $ 0.006 December 31, 2023 Stock price $ 0.24 Exercise price $ 11.50 Risk-free interest rate 3.89 % Time to expiration (years) 3.94 Expected volatility 77.15 % Fair value per warrant $ 0.004 The following table presents changes in the Level 3 liabilities measured at fair value for the periods indicated (in thousands): Private Warrants June 30, 2024 December 31, 2023 Balance (beginning of period) $ 20 $ 247 Additions — — Fair value measurement adjustments 10 ( 227 ) Exercised — — Balance (end of period) $ 30 $ 20 During the three months ended June 30, 2024 and year ended December 31, 2023, 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 and Super Priority Note Payable The Company measures its convertible promissory notes and the Super Priority Note Payable 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 and the Super Priority Note Payable as of June 30, 2024, 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 Payable as of June 30, 2024 and December 31, 2023, respectively, using the following assumptions: June 30, 2024 December 31, 2023 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 9.50 % 10.00 % Expected volatility factor 77.20 % 92.60 % Risk-free interest rate 4.50 % 3.90 % Estimated market yield 50.00 % 50.00 % June 30, 2024 December 31, 2023 Mudrick Super Priority Note Payable Inception date 12/11/2023 12/11/2023 Maturity date 8/7/2026 8/7/2024 Interest rate 15.00 % 15.00 % Estimated market yield 30.00 % 30.00 % Discount period (years) 2.10 0.60 Discount factor 0.54 0.84 The following table presents changes in the Level 3 convertible promissory notes and Super Priority Note Payable measured at fair value for the periods indicated (in thousands): June 30, 2024 Mudrick Convertible Notes Mudrick Super Priority Note Payable Balance (beginning of period) $ 40,370 $ 18,568 Additions — 41,172 Fair value measurement adjustments 14,480 ( 9,610 ) Balance (end of period) $ 54,850 $ 50,130 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue The following table presents the Company’s revenues disaggregated by geography (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Service revenue: United States $ 11,192 $ 11,261 $ 22,581 $ 18,107 Europe 7,115 6,963 12,532 11,316 Total service revenue 18,307 18,224 35,113 29,423 Lease revenue: United States $ 88 $ 217 $ 208 $ 430 Europe 189 179 419 287 Total lease revenue 277 396 627 717 Total Revenue $ 18,584 $ 18,620 $ 35,740 $ 30,140 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 June 30, 2024 and December 31, 2023 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, 2024 and 2023 amounted to $ 0.6 million and $ 0.6 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 June 30, 2024 and December 31, 2023 in the amount of $ 2.6 million and $ 1.5 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2023 and 2022 contract liabilities were recognized during the periods ended June 30, 2024 and December 31, 2023, respectively. The Company's contract liabilities as of January 1, 2024 and 2023 amounted to $ 1.5 million and $ 0.7 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 December 31, 2023 Insurance $ 2,509 $ 2,234 Rent 107 2,226 Sales tax 1,158 909 Subscriptions 545 779 Contract assets 612 619 Advertising services — 261 Deposits, current 197 1,547 Compensation 71 119 Consulting 63 28 Other 1,445 1,409 Prepaid Expenses and Other Current Assets $ 6,707 $ 10,131 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Vehicles and vehicle equipment $ 3,488 $ 3,595 Computer equipment 979 998 Leasehold improvements 584 11,979 Office equipment and furniture 77 1,217 Less: accumulated depreciation and amortization ( 3,487 ) ( 9,285 ) Property and Equipment, Net $ 1,641 $ 8,504 Total depreciation expense for the three months ended June 30, 2024 and 2023 was $ 0.2 million and $ 0.6 million, respectively, and $ 0.6 million and $ 1.2 million for the six months ended June 30, 2024 and 2023 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 6 Months Ended |
Jun. 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): June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (years) Developed technology $ 18,253 $ ( 12,208 ) $ 6,045 4.8 Customer relationships 38,999 ( 36,575 ) 2,424 0.9 Trade names 314 ( 314 ) — — Total intangibles $ 57,566 $ ( 49,097 ) $ 8,469 3.6 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (years) Developed technology $ 12,235 $ ( 11,452 ) $ 783 0.3 Customer relationships 39,921 ( 32,896 ) 7,025 0.9 Trade names 323 ( 323 ) — — Capitalized software costs - WIP 5,550 — 5,550 N/A Total intangibles $ 58,029 $ ( 44,671 ) $ 13,358 0.8 For the three months ended June 30, 2024 and 2023 , amortization expense amounted to $ 2.4 million and $ 2.7 million, respectively, and $ 5.7 million and $ 4.6 million for the six months ended June 30, 2024 and 2023, respectively. Expected future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands): Year ended December 31, 2024 $ 2,266 2025 2,065 2026 1,270 2027 1,270 Thereafter 1,598 Total $ 8,469 Goodwill The changes in the carrying amount of goodwill were as follows (in thousands): June 30, 2024 December 31, 2023 Beginning Balance $ 95,869 $ 92,728 Foreign currency translation ( 2,811 ) 2,323 Additions from acquisitions — 818 Ending Balance $ 93,058 $ 95,869 |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | 9. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): June 30, 2024 December 31, 2023 Sales and other tax $ 18,250 $ 18,279 Claims payable 11,786 19,235 Professional services 5,059 4,861 Compensation 4,743 2,175 Vehicle leases 254 361 Insurance 339 21 Other 2,631 3,175 Other Accrued Liabilities $ 43,062 $ 48,107 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. Notes Payable Convertible Notes Payable iHeart Media Note Payable On May 10, 2024, the Company entered into an Outstanding Fees Settlement Agreement with iHeartMedia + Entertainment, Inc., Broader Media Holdings LLC, Clear Channel Outdoor, Inc. (the "Vendor") pursuant to which the Company paid the Vendor a final $ 0.5 million in exchange for the full and complete settlement and extinguishment of all outstanding fees and any other amounts owed to the Vendor. Mudrick Convertible Notes In connection with the 2022 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. In connection with the issuance of the Super Priority Note described below, pursuant to the subscription agreement for the Super Priority Note, the Company agreed to effectuate an adjustment to the conversion rate of the Mudrick Convertible Notes to 4,000 shares of common stock per $ 1,000 principal amount of the Mudrick Convertible Notes, which is equivalent to a conversion price of $ 0.25 per share. See Note 19 – Subsequent Events. 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 note subscription agreement, the Company agreed to issue warrants, that were subject to adjustment whereby the minimum and maximum number of warrants was 1,750,000 and 7,000,000 , and have an exercise price of $ 11.50 . As such, on May 4, 2023, the Company issued 7,000,000 warrants that are in substantially the same form as the Company's 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 net 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, and again on October 11, 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 on Form 10-K for the fiscal year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2023. As of December 31, 2023, all such events of default have been remediated. On July 9, 2024, Getaround, Inc. (the “Company”) received notice from the New York Stock Exchange (“NYSE”) suspended trading of its common stock on the NYSE effective immediately and started the process to delist the Company's common stock from the NYSE. The start of the delisting process follows the NYSE’s determination under Rule 802.01B of the NYSE Listed Company Manual that the Company did not meet the continued listing standard that requires listed companies to maintain an average global market capitalization of at least $ 15.0 million over a period of 30 consecutive trading days. The Company had a right to appeal the determination to delist its common stock and filed a written request for such a review on July 23, 2024. On August 02, 2024, the Company notified NYSE that it determined to officially withdraw its request for a hearing. On August 5, 2024, NYSE filed a Form 25 with the Securities and Exchange Commission to delist the Company’s common stock from listing and registration on NYSE effective on August 16, 2024. The Company’s common stock and public warrants are quoted on the OTC Pink Market under the symbols “GETR” and “GETRW,” respectively. Events of default for Mudrick Convertible Note On August 23, 2023, September 6, 2023, and December 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 for the fiscal year ended December 31, 2022, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 and June 30, 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 Company has since cured all continuing reporting defaults by filing its delinquent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on November 16, 2023, and its delinquent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, respectively, on December 15, 2023. The event of default with respect to the Super Priority Note (as discussed below under “Event of default for Mudrick Super Priority Note”) constituted an Event of Default under the Mudrick Convertible Notes from February 26, 2024, to, but excluding, April 29, 2024, which resulted in the Company paying an additional 200 basis points in interest for that period. The additional interest was paid (in the form of added principal) on the June 15, 2024, interest payment date. 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): June 30, 2024 December 31, 2023 iHeart Convertible Note $ — $ 99 Mudrick Convertible Notes measured at fair value 54,850 40,370 Total Convertible Notes Payable $ 54,850 $ 40,469 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 June 30, 2024 , 1.7 million euros, or $ 1.9 million was classified within notes payable, current and the total remaining outstanding principal was 3.1 million euros, or $ 3.4 million. For the three and six months ended June 30, 2024 and 2023 , 8.1 thousand euros and 17.0 thousand euros, or $ 8.7 thousand and $ 18.2 thousand, and 11.0 thousand euros and 30.0 thousand euros, or $ 12.0 thousand and $ 32.0 thousand, of interest expense was recognized, respectively. Green St. Lease Promissory Note On May 22, 2024, the Company entered into a Termination of Lease agreement (“Lease Termination”) with Green Front LLC (the "Landlord"), related to the Company’s early termination of its leased office space located at 55 Green Street, San Francisco, California (the "Lease"). The effective termination date for the Lease was June 1, 2024 . The Company agreed to pay to the Landlord the aggregate sum of $ 2.1 million (“Termination Fee”), consisting of $ 1.0 million as a partial termination fee and a Promissory Note of $ 1.1 million. The promissory note has a maturity date of May 22, 2026 and bears an interest rate of 6.00 % per annum. Please refer to Note 11 - Leases for additional information regarding the Green St. Lease termination. 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 $ 3,000,000 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 15.00 % 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 7, 2023 the Note was replaced with the Super Priority Note. 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 (as amended and restated from time to time, the “Super Priority Note”). The Note accrued 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 Super Priority Note was to mature on August 7, 2024 , at which time the principal and accrued interest would become due, payable in cash, unless earlier redeemed or repurchased. On December 11, 2023, the Company amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $ 18,635,500 , which was comprised of the original $ 15,040,685 principal amount under the Super Priority Note, $ 594,815 in accrued interest on the Super Priority Note as of December 11, 2023, and an additional principal amount of $ 3,000,000 to provide additional capital to the Company (the "A&R Super Priority Note"). The A&R Super Priority Note accrued interest monthly, at a rate of 15.00 % per annum. On January 12, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $ 20,880,922 , which was comprised of the original $ 18,635,500 amount under the A&R Super Priority Note, $ 245,422 in accrued interest as of January 12, 2024, and an additional principal amount of $ 2,000,000 to provide additional capital to the Company (the “Second Amended and Restated Super Priority Note” or “Second A&R Super Note”). On January 19, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $ 23,941,032 , which was comprised of the original $ 20,880,922 amount under the Second A&R Super Priority Note, $ 60,110 in accrued interest as of January 19, 2024, and an additional principal amount of $ 3,000,000 to provide additional capital to the Company (the “Third Amended and Restated Super Priority Note” or “Third A&R Super Note”). On February 7, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $ 40,303,393 , which is comprised of the original $ 23,941,032 amount under the Third A&R Super Priority Note, $ 189,940 in accrued interest as of February 7, 2024, and an additional principal amount of $ 16,172,421 to provide additional capital to the Company (the “Fourth Amended and Restated Super Priority Note” or “Fourth A&R Super Note”). On April 29, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $ 61,677,504 , which is comprised of the original $ 40,303,393 amount under the Fourth A&R Super Priority Note, $ 1,374,111 in accrued interest as of April 29, 2024, and an additional principal amount of $ 20,000,000 , to provide additional capital to the Company (the “Fifth Amended and Restated Super Priority Note” or “Fifth A&R Super Note”). The Fifth A&R Super Note accrues interest monthly beginning on April 29, 2024, at a rate of 15.00 % per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default (as defined therein), will be increased by 2.00 %. The Fifth A&R Super Note will mature on August 7, 2026 , at which time 108 % of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. See Note 19 - Subsequent Events for an additional amendment subsequent to June 30, 2024. Event of default for Mudrick Super Priority Note Effective as of February 26, 2024 (the “Appointment Date”), the Company's Board of Directors (the "Board") appointed Mr. Eduardo Iniguez as a Class II director (the “Appointment”) for a term expiring at the annual meeting of stockholders to be held in respect of the Company’s fiscal year ending December 31, 2023. As a result of the Appointment, the total number of members of the Board from the Appointment Date through April 28, 2024, was six (the “Board Size”), including two directors in each class. Pursuant to the Third A&R Super Note and the Fourth A&R Super Note, the Board Size may have constituted an Event of Default under the Super Priority Note (the “Event of Default”). In connection with the Event of Default, the Company has taken the following remedial actions: (i) the Company requested to amend relevant sections of the Super Priority Note so as to provide for a total of six members of the Board, including two directors in each class; (ii) the Company has requested a waiver (effective as of the Appointment Date) by Mudrick of the Event of Default under the Super Priority Note resulting from the Board Size; and (iii) the Company has requested a waiver (effective as of the Appointment Date) by the Holders of a majority in aggregate principal amount of the Mudrick Convertible Notes currently outstanding of the cross default under the Indenture triggered by the Event of Default under the Super Priority Note. Effective as of April 29, 2024, with the issuance of the Fifth A&R Note, the Super Priority Note has been amended and restated to cure the Event of Default resulting from the Board Size. The Company’s notes payable balances were as follows (in thousands): June 30, 2024 December 31, 2023 PGE Loan 3,351 3,458 Green St. Lease Promissory Note 1,015 — Mudrick Super Priority Note (at fair value) 50,130 18,568 Total Notes Payable 54,496 22,026 Less: short-term portion of PGE Loan ( 1,868 ) ( 1,336 ) Less: short-term portion of Green St. Lease Promissory Note ( 550 ) — Less: short-term portion of Mudrick Super Priority Note — ( 18,568 ) Total Notes Payable, less current portion $ 52,078 $ 2,122 The notes payable future principal payments as of June 30, 2024 are as follows (in thousands): Year ended December 31, 2024 $ 1,526 2025 1,692 2026 51,278 Thereafter — Total $ 54,496 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 11. Leases The Company leases a corporate office facility, 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 June 30, 2024, the Company does not have any finance leases. On May 22, 2024, the Company entered into a Termination of Lease agreement (“Lease Termination”) with Green Front LLC (the "Landlord"), related to the Company’s early termination of its leased office space located at 55 Green Street, San Francisco, California (the "Lease"). The effective termination date for the Lease was June 1, 2024 . The letter of credit originally issued in connection with the lease has been entirely drawn and there is no remaining balance on the letter of credit as of the date of the agreement. The Company had leasehold improvements and fixed assets at the Lease premises with net book values of $ 6.0 million and $ 1.0 thousand, respectively, that were surrendered to the Landlord. As a result of the Termination of Lease agreement, the Company was obligated for the following: Pay the Landlord $ 1.0 million as partial payment of the termination fee, execute and deliver to the Landlord a Promissory Note of $ 1.1 million, pay the Landlord all sublease rents, license fees, or other payments for occupancy of the premises, surrender and vacate the premises and surrender to the Landlord all existing tenant-owned furniture, fixtures, and equipment in the premises on the effective termination date, assign to Landlord all existing licenses and other occupancy agreements for any portion of the premises, and assign to Landlord all service contracts. The Company agreed to pay to the Landlord the aggregate sum of $ 2.1 million (“Termination Fee”), consisting of the $ 1.0 million fee payment noted above and the Promissory Note of $ 1.1 million. The Company recognized a $ 2.9 million net loss as a result of the Lease Termination. The Company elects not to apply the lease recognition requirements to its short-term leases. Accordingly, the Company recognizes lease payments related to 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. The Company’s sole remaining real estate leasing agreement includes 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): Six Months Ended June 30, 2024 2023 Operating lease costs $ 1,403 $ 1,579 Short-term lease costs 312 504 Variable lease costs (1) 374 461 Sublease income ( 627 ) ( 717 ) Total Lease Costs $ 1,462 $ 1,827 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. Operating lease costs and 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): Six Months Ended June 30, 2024 2023 Operating cash flows used for lease liabilities $ 1,752 $ 2,025 The weighted average remaining lease term for our operating leases was 5.5 years, and the weighted average discount rate for the Company’s operating leases was 10.3 % . 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 June 30, 2024, are as follows (in thousands): Year ending From July 1, 2024 to December 31, 2024 $ 149 2025 298 2026 298 2027 298 2028 298 Thereafter 298 Total undiscounted future cash flows $ 1,639 Less: Imputed interest ( 369 ) Total $ 1,270 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Commitments As of June 30, 2024, 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, 2023. 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. 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. On February 22, 2024, the Company agreed to the terms of a settlement of the civil suit the Company filed against Broadspire and the related cross complaint filed by Broadspire against the Company. On March 14, 2024, Broadspire made a settlement payment to the Company in the amount of $ 15 million, in exchange for the dismissal of all claims and counterclaims amongst the parties in connection with the civil suit and related cross complaint. The $ 15 million settlement payment, less fees for legal services paid to counsel to the Company and other legal costs, resulted in a net payment to the Company of approximately $ 10.3 million. 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. On July 26, 2024 the parties reached a tentative settlement of this matter for an amount the Company does not consider to be material. As of June 30, 2024 and December 31, 2023, the Company had accrued $ 1.5 million and $ 1.6 million, respectively, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company's effective tax rate from continuing operations was 1.3 % for the three months ended June 30, 2024 and 0.7 % for the three months ended June 30, 2023 . The Company's effective tax rate from continuing operations was 0.3 % for the six months ending June 30, 2024 and 0.7 % for the six months ending June 30, 2023. 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 June 30, 2024 and June 30, 2023. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation Restricted Stock Units Restricted stock units (RSUs) activity for the six months ended June 30, 2024 is as follows: Number of Weighted- Balance, December 31, 2023 3,244,369 $ 5.30 RSUs granted 7,172,708 0.17 RSUs vested ( 5,125,758 ) 1.09 RSUs canceled ( 958,001 ) 4.15 Balance, June 30, 2024 4,333,318 $ 2.06 Stock Options Stock option activity for the six months ended June 30, 2024 (in thousands, except share amounts and per unit data) is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2023 7,997,004 $ 1.78 7.53 $ 10 Options granted 92,447,500 0.25 9.67 — Options exercised ( 52,557 ) 0.03 — 6 Options expired ( 183,793 ) 4.29 — 1 Options forfeited ( 1,732,576 ) 1.05 — — Balance, June 30, 2024 98,475,578 $ 0.35 9.40 $ 4 Vested and Exercisable, 4,063,544 2.34 3.80 3 Vested and Exercisable and Expected to Vest, 98,475,578 $ 0.35 9.40 $ 4 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 six months ended June 30, 2024 and 2023 was $ 6.0 thousand and $ 1.0 thousand, respectively. The fair value of awards vested during the six months ended June 30, 2024 and 2023 was $ 1.2 million and $ 2.8 million, respectively. The weighted-average grant-date fair value per share of stock options granted during the six months ended June 30, 2024 and 2023 was $ 0.17 and $ 0.18 , respectively. The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: Six Months Ended June 30, 2024 2023 Expected volatility (%) 71.3 % 81.4 % Risk-free interest rate (%) 4.3 % 3.6 % Expected dividend yield — — Expected term (years) 6.8 6.0 The Company recognized stock-based compensation expense related to stock options of $ 2.5 million and $ 0.8 millio n for the three months ended June 30, 2024 and 2023, respectively, and $ 3.8 million and $ 2.0 million for the six months ended June 30, 2024 and 2023, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales and marketing $ 6 $ 15 $ 14 $ 32 Operations 39 177 141 367 Technology and product development 66 97 130 207 General and administrative 2,371 560 3,497 1,394 Total $ 2,482 $ 849 $ 3,782 $ 2,000 As of June 30, 2024 , there was $ 16.0 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 3.19 years. The Company recognized stock-based compensation expense related to RSUs of $ 1.6 million and $ 2.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 3.6 million and $ 4.4 million for the six months ended June 30, 2024 and 2023, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales and marketing $ 78 $ 106 $ 162 $ 221 Operations 270 442 575 1,071 Technology and product development 799 991 1,596 1,889 General and administrative 483 452 1,296 1,224 Total $ 1,630 $ 1,991 $ 3,629 $ 4,405 As of June 30, 2024 , there was $ 8.1 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.19 years. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Warrants Abstract | |
Warrants | 15. Warrants Upon the closing of the 2022 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): June 30, 2024 December 31, 2023 Private warrants $ 30 $ 20 Total $ 30 $ 20 Number of outstanding warrants as of June 30, 2024 and December 31, 2023 was as follows: June 30, 2024 December 31, 2023 Public warrants 12,175,000 12,175,000 Private warrants 4,616,667 4,616,667 Total 16,791,667 16,791,667 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 2022 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 2022 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 2022 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 2022 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 June 30, 2024 , 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss $ ( 12,025 ) $ ( 30,269 ) $ ( 42,990 ) $ ( 53,068 ) Basic and diluted weighted average common stock outstanding 98,321,295 92,608,276 97,498,510 92,460,655 Basic and diluted net loss per share $ ( 0.12 ) $ ( 0.33 ) $ ( 0.44 ) $ ( 0.57 ) Since the Company was in a loss position for the three and six month periods June 30, 2024 and 2023, 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): Six Months Ended June 30, 2024 2023 Stock options and restricted stock units outstanding (1) 102,808,896 12,356,284 Private Warrants 4,616,667 4,616,667 Public Warrants 12,175,000 12,175,000 Shares for Mudrick Convertible Notes 19,001,500 19,001,085 Shares for Mudrick PIK Notes 2,876,880 79,534 Total 141,478,943 48,228,570 (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 June 30, 2024. The Company also has shares reserved in connection with Earnout Shares under the 2022 Business Combination, however, as of June 30, 2024 , 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 | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 December 31, 2023 United States $ 1,303 $ 18,883 Europe 1,608 1,783 Total $ 2,911 $ 20,666 (See Note 4 – Revenue for the Company’s revenues disaggregated by geography). The change in the Company’s long-lived assets as of June 30, 2024 is primarily due to the write-off of leasehold improvements in connection with the termination of one of the Company’s office leases (see Note 10 - Leases). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 18. Related Party Transactions Mudrick Capital Management L.P. In the first quarter of 2024, Mr. Jason Mudrick joined the Company's Board of Directors. Mr. Mudrick holds an interest in Mudrick Capital Management L.P.; for which the Company has issued convertible debt and notes payables described in Note 10 - Notes Payable and Note 19 - Subsequent Events. As Mr. Mudrick is now a member of the Board of Directors, these transactions are now considered related party transactions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Event [Line Items] | |
Subsequent Events | 19. Subsequent Events New Financing On July 16, 2024, the Company 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. (the “Purchaser”), amended and restated the Fifth A&R Super Note to reflect an increased aggregate principal amount of $ 83,674,931 (the “Sixth A&R Super Note”). The Sixth A&R Super Note will mature on August 7, 2026 , at which time 108 % of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. This transaction constitutes a related party transaction. Appointment of an Executive, Compensatory Arrangement, and Departure of an Executive Effective as of July 19, 2024, Tom Alderman, the Company's Chief Financial Officer, is no longer employed by the Company, and the Board of Directors of the Company appointed Patricia Huerta, the Company’s Chief Accounting Officer, to serve as the Company's Interim Chief Financial Officer. The impact of this new position on the existing compensation arrangements with Ms. Huerta has not yet been determined by the Company. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On July 9, 2024, Getaround, Inc. (the “Company”) received notice the New York Stock Exchange (“NYSE”) suspended trading of its common stock on the NYSE effective immediately and started the process to delist the Company's common stock from the NYSE. The start of the delisting process follows the NYSE’s determination under Rule 802.01B of the NYSE Listed Company Manual that the Company did not meet the continued listing standard that requires listed companies to maintain an average global market capitalization of at least $ 15 million over a period of 30 consecutive trading days. The Company intends to appeal this determination. Tentative Settlement of Garfield Litigation On July 26, 2024, the Company agreed to the terms of a tentative settlement of the action for attorneys’ fees and expenses 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) for an amount we do not consider to be material. Stockholder Proposals Approved at the Annual Meeting On July 31, 2024, the shareholders approved, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the potential issuance of the shares of common stock issuable upon the conversion of the Mudrick Convertible Notes after giving effect to the adjustment of the conversion rate of the outstanding Mudrick Capital Convertible Notes to an adjusted conversion price of $ 0.25 . See Note 9 – Notes Payable – Mudrick Convertible Notes. On July 31, 2024 the shareholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-10 and not greater than 1-for-50 , with the exact ratio and effective time of the reverse stock split to be determined by the Board of Directors at any time on or before December 31, 2024. There have been no other events or transactions that occurred subsequently that require recognition or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, certain notes payable, and stock-based awards. Actual results may ultimately differ from management’s estimates. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. 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) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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 1.4 Customer relationships - car owners 2,090 2.6 Developed technology 490 0.6 Tradename 80 0.6 |
Summary of Pro Forma Financial Information | 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, 2023. 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. Three months ended June 30, 2023 Six months ended June 30, 2023 Total revenue $ 23,554 $ 45,117 Net loss $ ( 33,968 ) $ ( 61,935 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ — $ — $ ( 20 ) Mudrick convertible notes — — ( 40,370 ) Super priority note payable — — ( 18,568 ) $ — $ — $ ( 58,958 ) Fair Value Measurement June 30, 2024 Level 1 Level 2 Level 3 Assets: Money market account $ 2,544 $ — $ — Liabilities: Warrant liability $ — $ — $ ( 30 ) Mudrick convertible notes — — ( 54,850 ) Super priority note payable — — ( 50,130 ) $ — $ — $ ( 105,010 ) |
Warrant [Member] | |
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of the private warrants as of June 30, 2024 and December 31, 2023, respectively, using the following assumptions: June 30, 2024 Stock price $ 0.14 Exercise price $ 11.50 Risk-free interest rate 4.43 % Time to expiration (years) 3.44 Expected volatility 101.64 % Fair value per warrant $ 0.006 December 31, 2023 Stock price $ 0.24 Exercise price $ 11.50 Risk-free interest rate 3.89 % Time to expiration (years) 3.94 Expected volatility 77.15 % Fair value per warrant $ 0.004 |
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): Private Warrants June 30, 2024 December 31, 2023 Balance (beginning of period) $ 20 $ 247 Additions — — Fair value measurement adjustments 10 ( 227 ) Exercised — — Balance (end of period) $ 30 $ 20 |
Convertible Notes Payable and Super Priority Note Payable [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 Payable as of June 30, 2024 and December 31, 2023, respectively, using the following assumptions: June 30, 2024 December 31, 2023 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 9.50 % 10.00 % Expected volatility factor 77.20 % 92.60 % Risk-free interest rate 4.50 % 3.90 % Estimated market yield 50.00 % 50.00 % June 30, 2024 December 31, 2023 Mudrick Super Priority Note Payable Inception date 12/11/2023 12/11/2023 Maturity date 8/7/2026 8/7/2024 Interest rate 15.00 % 15.00 % Estimated market yield 30.00 % 30.00 % Discount period (years) 2.10 0.60 Discount factor 0.54 0.84 |
Schedule of changes in the level 3 convertible promissory notes and super priority note payable measured at fair value | The following table presents changes in the Level 3 convertible promissory notes and Super Priority Note Payable measured at fair value for the periods indicated (in thousands): June 30, 2024 Mudrick Convertible Notes Mudrick Super Priority Note Payable Balance (beginning of period) $ 40,370 $ 18,568 Additions — 41,172 Fair value measurement adjustments 14,480 ( 9,610 ) Balance (end of period) $ 54,850 $ 50,130 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenues | The following table presents the Company’s revenues disaggregated by geography (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Service revenue: United States $ 11,192 $ 11,261 $ 22,581 $ 18,107 Europe 7,115 6,963 12,532 11,316 Total service revenue 18,307 18,224 35,113 29,423 Lease revenue: United States $ 88 $ 217 $ 208 $ 430 Europe 189 179 419 287 Total lease revenue 277 396 627 717 Total Revenue $ 18,584 $ 18,620 $ 35,740 $ 30,140 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 December 31, 2023 Insurance $ 2,509 $ 2,234 Rent 107 2,226 Sales tax 1,158 909 Subscriptions 545 779 Contract assets 612 619 Advertising services — 261 Deposits, current 197 1,547 Compensation 71 119 Consulting 63 28 Other 1,445 1,409 Prepaid Expenses and Other Current Assets $ 6,707 $ 10,131 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Vehicles and vehicle equipment $ 3,488 $ 3,595 Computer equipment 979 998 Leasehold improvements 584 11,979 Office equipment and furniture 77 1,217 Less: accumulated depreciation and amortization ( 3,487 ) ( 9,285 ) Property and Equipment, Net $ 1,641 $ 8,504 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (years) Developed technology $ 18,253 $ ( 12,208 ) $ 6,045 4.8 Customer relationships 38,999 ( 36,575 ) 2,424 0.9 Trade names 314 ( 314 ) — — Total intangibles $ 57,566 $ ( 49,097 ) $ 8,469 3.6 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining life (years) Developed technology $ 12,235 $ ( 11,452 ) $ 783 0.3 Customer relationships 39,921 ( 32,896 ) 7,025 0.9 Trade names 323 ( 323 ) — — Capitalized software costs - WIP 5,550 — 5,550 N/A Total intangibles $ 58,029 $ ( 44,671 ) $ 13,358 0.8 |
Summary of Expected Future Amortization Expense for Intangible Assets | Expected future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands): Year ended December 31, 2024 $ 2,266 2025 2,065 2026 1,270 2027 1,270 Thereafter 1,598 Total $ 8,469 |
Summary of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): June 30, 2024 December 31, 2023 Beginning Balance $ 95,869 $ 92,728 Foreign currency translation ( 2,811 ) 2,323 Additions from acquisitions — 818 Ending Balance $ 93,058 $ 95,869 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): June 30, 2024 December 31, 2023 Sales and other tax $ 18,250 $ 18,279 Claims payable 11,786 19,235 Professional services 5,059 4,861 Compensation 4,743 2,175 Vehicle leases 254 361 Insurance 339 21 Other 2,631 3,175 Other Accrued Liabilities $ 43,062 $ 48,107 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes Payable | The Company’s convertible notes payable balance was as follows (in thousands): June 30, 2024 December 31, 2023 iHeart Convertible Note $ — $ 99 Mudrick Convertible Notes measured at fair value 54,850 40,370 Total Convertible Notes Payable $ 54,850 $ 40,469 |
Summary of Notes Payable Future Principal Payments | The notes payable future principal payments as of June 30, 2024 are as follows (in thousands): Year ended December 31, 2024 $ 1,526 2025 1,692 2026 51,278 Thereafter — Total $ 54,496 |
Summary of Company's Notes Payable | The Company’s notes payable balances were as follows (in thousands): June 30, 2024 December 31, 2023 PGE Loan 3,351 3,458 Green St. Lease Promissory Note 1,015 — Mudrick Super Priority Note (at fair value) 50,130 18,568 Total Notes Payable 54,496 22,026 Less: short-term portion of PGE Loan ( 1,868 ) ( 1,336 ) Less: short-term portion of Green St. Lease Promissory Note ( 550 ) — Less: short-term portion of Mudrick Super Priority Note — ( 18,568 ) Total Notes Payable, less current portion $ 52,078 $ 2,122 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Lease, Cost [Abstract] | |
Schedule of Components of Lease Expense and Income | The components of lease expense and income for the periods indicated are as follows (in thousands): Six Months Ended June 30, 2024 2023 Operating lease costs $ 1,403 $ 1,579 Short-term lease costs 312 504 Variable lease costs (1) 374 461 Sublease income ( 627 ) ( 717 ) Total Lease Costs $ 1,462 $ 1,827 (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): Six Months Ended June 30, 2024 2023 Operating cash flows used for lease liabilities $ 1,752 $ 2,025 |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum payments under operating leases as of June 30, 2024, are as follows (in thousands): Year ending From July 1, 2024 to December 31, 2024 $ 149 2025 298 2026 298 2027 298 2028 298 Thereafter 298 Total undiscounted future cash flows $ 1,639 Less: Imputed interest ( 369 ) Total $ 1,270 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: Six Months Ended June 30, 2024 2023 Expected volatility (%) 71.3 % 81.4 % Risk-free interest rate (%) 4.3 % 3.6 % Expected dividend yield — — Expected term (years) 6.8 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 $ 2.5 million and $ 0.8 millio n for the three months ended June 30, 2024 and 2023, respectively, and $ 3.8 million and $ 2.0 million for the six months ended June 30, 2024 and 2023, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales and marketing $ 6 $ 15 $ 14 $ 32 Operations 39 177 141 367 Technology and product development 66 97 130 207 General and administrative 2,371 560 3,497 1,394 Total $ 2,482 $ 849 $ 3,782 $ 2,000 |
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 six months ended June 30, 2024 is as follows: Number of Weighted- Balance, December 31, 2023 3,244,369 $ 5.30 RSUs granted 7,172,708 0.17 RSUs vested ( 5,125,758 ) 1.09 RSUs canceled ( 958,001 ) 4.15 Balance, June 30, 2024 4,333,318 $ 2.06 |
Summary of Stock Option Activity | Stock option activity for the six months ended June 30, 2024 (in thousands, except share amounts and per unit data) is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2023 7,997,004 $ 1.78 7.53 $ 10 Options granted 92,447,500 0.25 9.67 — Options exercised ( 52,557 ) 0.03 — 6 Options expired ( 183,793 ) 4.29 — 1 Options forfeited ( 1,732,576 ) 1.05 — — Balance, June 30, 2024 98,475,578 $ 0.35 9.40 $ 4 Vested and Exercisable, 4,063,544 2.34 3.80 3 Vested and Exercisable and Expected to Vest, 98,475,578 $ 0.35 9.40 $ 4 |
Summary of the Company Recognized Stock-based Compensation Expense Related to Stock Options | The Company recognized stock-based compensation expense related to RSUs of $ 1.6 million and $ 2.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 3.6 million and $ 4.4 million for the six months ended June 30, 2024 and 2023, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales and marketing $ 78 $ 106 $ 162 $ 221 Operations 270 442 575 1,071 Technology and product development 799 991 1,596 1,889 General and administrative 483 452 1,296 1,224 Total $ 1,630 $ 1,991 $ 3,629 $ 4,405 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 December 31, 2023 Private warrants $ 30 $ 20 Total $ 30 $ 20 |
Summary of Warrants Outstanding | Number of outstanding warrants as of June 30, 2024 and December 31, 2023 was as follows: June 30, 2024 December 31, 2023 Public warrants 12,175,000 12,175,000 Private warrants 4,616,667 4,616,667 Total 16,791,667 16,791,667 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss $ ( 12,025 ) $ ( 30,269 ) $ ( 42,990 ) $ ( 53,068 ) Basic and diluted weighted average common stock outstanding 98,321,295 92,608,276 97,498,510 92,460,655 Basic and diluted net loss per share $ ( 0.12 ) $ ( 0.33 ) $ ( 0.44 ) $ ( 0.57 ) |
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): Six Months Ended June 30, 2024 2023 Stock options and restricted stock units outstanding (1) 102,808,896 12,356,284 Private Warrants 4,616,667 4,616,667 Public Warrants 12,175,000 12,175,000 Shares for Mudrick Convertible Notes 19,001,500 19,001,085 Shares for Mudrick PIK Notes 2,876,880 79,534 Total 141,478,943 48,228,570 (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) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary of Long-lived Assets by Geographical Area | The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use assets, net of accumulated depreciation, by geographical area: June 30, 2024 December 31, 2023 United States $ 1,303 $ 18,883 Europe 1,608 1,783 Total $ 2,911 $ 20,666 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||||
Net loss | $ 12,025 | $ 30,269 | $ 42,990 | $ 53,068 | |
Unrestricted cash and cash equivalents | $ 30,900 | $ 30,900 | $ 15,600 |
Business Combination - Addition
Business Combination - Additional Information (Details) - HyreCar Inc [Member] $ in Thousands | May 16, 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 | 6 Months Ended | ||||
May 16, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Consideration: | |||||
Cash (net of cash acquired) | $ 7,826 | ||||
Assets acquired and liabilities assumed: | |||||
Goodwill | $ 93,058 | $ 95,869 | $ 92,728 | ||
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 16, 2023 USD ($) |
Customer Relationships - Car Renters [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 6,720 |
Estimated useful life | 1 year 4 months 24 days |
Customer Relationships - Car Owners [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 2,090 |
Estimated useful life | 2 years 7 months 6 days |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 490 |
Estimated useful life | 7 months 6 days |
Tradename [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 80 |
Estimated useful life | 7 months 6 days |
Business Combination - Summary
Business Combination - Summary of Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Business Combinations [Abstract] | ||
Total revenue | $ 23,554 | $ 45,117 |
Net loss | $ (33,968) | $ (61,935) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial instruments at Fair Value Based on the Fair Value Hierarchy or Each Class of Instrument (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Money market account | $ 2,544 | |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | (105,010) | $ (58,958) |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | (30) | (20) |
Fair Value, Inputs, Level 3 [Member] | Mudrick Convertible Notes [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | (54,850) | (40,370) |
Fair Value, Inputs, Level 3 [Member] | Super Priority Note Payable [Member] | ||
Liabilities: | ||
Financial liabilities fair value disclosure | $ (50,130) | $ (18,568) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Estimated Fair Value of Private Warrants (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 yr | Dec. 31, 2023 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 | 0.14 | 0.24 |
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 | 4.43 | 3.89 |
Warrant Commitment Liability [Member] | Measurement Input, Maturity [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.44 | 3.94 |
Warrant Commitment Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 101.64 | 77.15 |
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 | 0.006 | 0.004 |
Private Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.14 | 0.24 |
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 | 4.43 | 3.89 |
Private Warrants [Member] | Measurement Input, Maturity [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.44 | 3.94 |
Private Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 101.64 | 77.15 |
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 | 0.006 | 0.004 |
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 | 4.5 | 3.9 |
Mudrick Convertible Notes [Member] | Measurement Input, Interest Rate (PIK) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 9.5 | 10 |
Mudrick Convertible Notes [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 77.2 | 92.6 |
Mudrick Convertible Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 50 | 50 |
Mudrick Super Priority Note Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investments, inception date | Dec. 11, 2023 | Dec. 11, 2023 |
Alternative investment, maturity date | Aug. 07, 2026 | Aug. 07, 2024 |
Mudrick Super Priority Note Payable [Member] | Measurement Input, Interest Rate (PIK) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 15 | 15 |
Mudrick Super Priority Note Payable [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 30 | 30 |
Mudrick Super Priority Note Payable [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative investment, measurement input | 0.54 | 0.84 |
Alternative investment discount period (years) | 2 years 1 month 6 days | 7 months 6 days |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 [Member] - Warrant Liability [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | $ 20 | $ 247 |
Fair value measurement adjustments | 10 | (227) |
Balance (end of period) | $ 30 | $ 20 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value of Mudrick Convertible Notes and Mudrick Super Priority Note Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value measurement adjustments | $ 11,359 | $ (2,244) | $ (6,022) | $ 676 |
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) | 40,370 | |||
Fair value measurement adjustments | 14,480 | |||
Balance (end of period) | 54,850 | 54,850 | ||
Fair Value, Inputs, Level 3 [Member] | Mudrick Super Priority Note Payable [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance (beginning of period) | 18,568 | |||
Additions | 41,172 | |||
Fair value measurement adjustments | (9,610) | |||
Balance (end of period) | $ 50,130 | $ 50,130 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 18,584 | $ 18,620 | $ 35,740 | $ 30,140 |
Service revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,307 | 18,224 | 35,113 | 29,423 |
Service revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,192 | 11,261 | 22,581 | 18,107 |
Service revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,115 | 6,963 | 12,532 | 11,316 |
Lease revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 277 | 396 | 627 | 717 |
Lease revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 88 | 217 | 208 | 430 |
Lease revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 189 | $ 179 | $ 419 | $ 287 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Jan. 01, 2023 |
Revenue from Contract with Customer [Abstract] | ||||
Contract with customer asset | $ 612 | $ 600 | $ 619 | $ 600 |
Contract with customer liability | $ 2,600 | $ 1,500 | $ 1,500 | $ 700 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Jan. 01, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||||
Insurance | $ 2,509 | $ 2,234 | ||
Rent | 107 | 2,226 | ||
Sales tax | 1,158 | 909 | ||
Subscriptions | 545 | 779 | ||
Contract assets | 612 | $ 600 | 619 | $ 600 |
Advertising services | 261 | |||
Deposits, current | 197 | 1,547 | ||
Compensation | 71 | 119 | ||
Consulting | 63 | 28 | ||
Other | 1,445 | 1,409 | ||
Prepaid Expenses and Other Current Assets | $ 6,707 | $ 10,131 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (3,487) | $ (9,285) |
Property and Equipment, Net | 1,641 | 8,504 |
Vehicles and Vehicle Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,488 | 3,595 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 979 | 998 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 584 | 11,979 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 77 | $ 1,217 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.2 | $ 0.6 | $ 0.6 | $ 1.2 |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 57,566 | $ 58,029 |
Accumulated Amortization | (49,097) | (44,671) |
Net Carrying Amount | $ 8,469 | $ 13,358 |
Weighted-average remaining life (years) | 3 years 7 months 6 days | 9 months 18 days |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,253 | $ 12,235 |
Accumulated Amortization | (12,208) | (11,452) |
Net Carrying Amount | $ 6,045 | $ 783 |
Weighted-average remaining life (years) | 4 years 9 months 18 days | 3 months 18 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 38,999 | $ 39,921 |
Accumulated Amortization | (36,575) | (32,896) |
Net Carrying Amount | $ 2,424 | $ 7,025 |
Weighted-average remaining life (years) | 10 months 24 days | 10 months 24 days |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 314 | $ 323 |
Accumulated Amortization | (314) | (323) |
Net Carrying Amount | $ 0 | 0 |
Capitalized Software Costs - WIP [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,550 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | $ 5,550 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense other intangibles assets, net | $ 2.4 | $ 2.7 | $ 5.7 | $ 4.6 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Summary of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 2,266 | |
2025 | 2,065 | |
2026 | 1,270 | |
2027 | 1,270 | |
Thereafter | 1,598 | |
Net Carrying Amount | $ 8,469 | $ 13,358 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 95,869 | $ 92,728 |
Foreign currency translation | (2,811) | 2,323 |
Additions from acquisitions | 818 | |
Ending Balance | $ 93,058 | $ 95,869 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of other accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Sales and other tax | $ 18,250 | $ 18,279 |
Claims payable | 11,786 | 19,235 |
Professional services | 5,059 | 4,861 |
Compensation | 4,743 | 2,175 |
Vehicle leases | 254 | 361 |
Insurance | 339 | 21 |
Other | 2,631 | 3,175 |
Other Accrued Liabilities | $ 43,062 | $ 48,107 |
Notes Payable (Details)
Notes Payable (Details) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Jul. 31, 2024 USD ($) $ / shares shares | Jul. 16, 2024 USD ($) | Jul. 09, 2024 USD ($) TradingDay | Jun. 15, 2024 | May 22, 2024 USD ($) | Apr. 29, 2024 USD ($) | Dec. 06, 2023 | Sep. 08, 2023 USD ($) | Aug. 07, 2023 USD ($) | May 04, 2023 shares | Dec. 08, 2022 USD ($) TradingDay $ / shares shares | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Dec. 08, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Jun. 30, 2024 EUR (€) | May 10, 2024 USD ($) | Feb. 07, 2024 USD ($) | Jan. 19, 2024 USD ($) | Jan. 12, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Prepaid Expense | $ 261,000 | ||||||||||||||||||||||||||
Gain on Lease Termination | $ 2,100,000 | $ (2,856,000) | $ 21,000 | ||||||||||||||||||||||||
Lease partial termination fee | $ 1,000,000 | ||||||||||||||||||||||||||
Long-Term Debt | $ 54,496,000 | 54,496,000 | |||||||||||||||||||||||||
Number of private placement warrants agreed to purchase | shares | 7,000,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Trading days | TradingDay | 30 | ||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Outstanding fees paid | $ 500,000 | ||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest expense | 8,700 | € 8,100 | $ 12,000 | € 11,000 | 18,200 | € 17,000 | 32,000 | € 30,000 | |||||||||||||||||||
Current portion of long term debt | 1,900,000 | 1,900,000 | € 1,700,000 | ||||||||||||||||||||||||
Non current portion of long term debt | $ 3,400,000 | $ 3,400,000 | € 3,100,000 | ||||||||||||||||||||||||
Mudrick Bridge Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate per month | 15% | ||||||||||||||||||||||||||
Notes issued | $ 3,000,000 | ||||||||||||||||||||||||||
Interest rate | 15% | ||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||
Notes issued | $ 15,040,685 | ||||||||||||||||||||||||||
Interest rate | 15% | ||||||||||||||||||||||||||
Debt instrument additional interest rate to be paid in case of default | 2% | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 07, 2024 | ||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 169,800,000 | ||||||||||||||||||||||||||
Notes issued | $ 175,000,000 | 1,000 | 1,000 | $ 175,000,000 | |||||||||||||||||||||||
Minimum required cash and cash equivalents per indenture governing | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||||||||
Interest percentage description | one half | one half | |||||||||||||||||||||||||
Interest percentage | (0.50%) | ||||||||||||||||||||||||||
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 | (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 | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | one half | one half | |||||||||||||||||||||||||
Payment of additional interest rate | 20% | ||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||
Private placement warrant price (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 7,000,000 | ||||||||||||||||||||||||||
Minimum number of warrants obligated to issue as a result of adjustment to warrants\ | shares | 7,000,000 | 7,000,000 | |||||||||||||||||||||||||
Maximum number of warrants obligated to issue as a result of adjustment to warrants | shares | 1,750,000 | 1,750,000 | |||||||||||||||||||||||||
Backstop fee | $ 5,200,000 | ||||||||||||||||||||||||||
Issuance of common stock (in Shares) | shares | 266,156 | ||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | First Ninety (90) Days [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest percentage description | one quarter of one percent | one quarter of one percent | |||||||||||||||||||||||||
Interest percentage | (0.25%) | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | one quarter of one percent | one quarter of one percent | |||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | First (91st) Through One Hundred and Eightieth (180th) Day [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest percentage description | one half of one percent | one half of one percent | |||||||||||||||||||||||||
Interest percentage | 0.50% | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | one half of one percent | one half of one percent | |||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,000 | ||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 0.25 | ||||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Notes issued | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||
Mudrick Convertible Notes [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Notes issued | $ 1,000 | ||||||||||||||||||||||||||
Mudrick Convertible Notes Paid in Cash [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate per month | 8% | 8% | |||||||||||||||||||||||||
Interest rate | 8% | 8% | |||||||||||||||||||||||||
Mudrick Convertible Notes Paid in Kind [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate per month | 9.50% | 9.50% | |||||||||||||||||||||||||
Interest rate | 9.50% | 9.50% | |||||||||||||||||||||||||
Green St. Lease Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate per month | 6% | ||||||||||||||||||||||||||
Lease termination date | June 1, 2024 | ||||||||||||||||||||||||||
Lease partial termination fee | $ 1,100,000 | ||||||||||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 22, 2026 | ||||||||||||||||||||||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate per month | 15% | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 2% | ||||||||||||||||||||||||||
Maximum increase in interest rate of the event | 2% | ||||||||||||||||||||||||||
Percentage of principal and accrued interest | 108% | ||||||||||||||||||||||||||
Notes issued | $ 61,677,504 | $ 40,303,393 | $ 23,941,032 | $ 20,880,922 | |||||||||||||||||||||||
Original principal amount | 40,303,393 | 23,941,032 | 20,880,922 | 18,635,500 | |||||||||||||||||||||||
Debt instrument accrued interest amount | 1,374,111 | 189,940 | 60,110 | 245,422 | |||||||||||||||||||||||
Additional principal amount | $ 20,000,000 | $ 16,172,421 | $ 3,000,000 | $ 2,000,000 | |||||||||||||||||||||||
Interest rate | 15% | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 07, 2026 | ||||||||||||||||||||||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Percentage of principal and accrued interest | 108% | ||||||||||||||||||||||||||
Notes issued | $ 83,674,931 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 07, 2026 | ||||||||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Average global market capitalization amount | $ 15,000,000 | ||||||||||||||||||||||||||
Minimum [Member] | Mudrick Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 9.21 | $ 9.21 |
Notes Payable (Details 1)
Notes Payable (Details 1) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||
May 22, 2024 USD ($) | Apr. 29, 2024 USD ($) | Sep. 08, 2023 USD ($) | Aug. 07, 2023 USD ($) | Aug. 03, 2021 EUR (€) | Jul. 13, 2021 EUR (€) | Dec. 31, 2022 EUR (€) | Oct. 31, 2021 EUR (€) | Jan. 31, 2021 EUR (€) | Nov. 30, 2020 EUR (€) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Jun. 30, 2024 EUR (€) | Feb. 07, 2024 USD ($) | Jan. 19, 2024 USD ($) | Jan. 12, 2024 USD ($) | Dec. 11, 2023 USD ($) | Oct. 01, 2021 EUR (€) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Gain on Lease Termination | $ 2,100,000 | $ (2,856,000) | $ 21,000 | |||||||||||||||||||||
Lease partial termination fee | $ 1,000,000 | |||||||||||||||||||||||
Prt Garanti par ltat Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Current portion of long term debt | $ 1,900,000 | 1,900,000 | € 1,700,000 | |||||||||||||||||||||
Non current portion of long term debt | 3,400,000 | 3,400,000 | € 3,100,000 | |||||||||||||||||||||
Interest expense | $ 8,700 | € 8,100 | $ 12,000 | € 11,000 | $ 18,200 | € 17,000 | $ 32,000 | € 30,000 | ||||||||||||||||
Green St. Lease Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Lease termination date | June 1, 2024 | |||||||||||||||||||||||
Lease partial termination fee | $ 1,100,000 | |||||||||||||||||||||||
Debt instrument maturity date | May 22, 2026 | |||||||||||||||||||||||
Interest rate per month | 6% | |||||||||||||||||||||||
Mudrick Bridge Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 3,000,000 | |||||||||||||||||||||||
Debt instrument maturity date | Sep. 07, 2023 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Principal repayment premium percentage | 100% | |||||||||||||||||||||||
Mudrick Super Priority Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 15,040,685 | |||||||||||||||||||||||
Debt instrument maturity date | Aug. 07, 2024 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Debt instrument additional interest rate to be paid in case of default | 2% | |||||||||||||||||||||||
Mudrick Super Priority Note [Member] | Amended and Restated Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 18,635,500 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Original principal amount | $ 594,815 | |||||||||||||||||||||||
Accrued interest | 15,040,685 | |||||||||||||||||||||||
Additional principal amount | $ 3,000,000 | |||||||||||||||||||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 61,677,504 | $ 40,303,393 | $ 23,941,032 | $ 20,880,922 | ||||||||||||||||||||
Debt instrument maturity date | Aug. 07, 2026 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Original principal amount | $ 40,303,393 | 23,941,032 | 20,880,922 | 18,635,500 | ||||||||||||||||||||
Accrued interest | 1,374,111 | 189,940 | 60,110 | 245,422 | ||||||||||||||||||||
Additional principal amount | $ 20,000,000 | $ 16,172,421 | $ 3,000,000 | $ 2,000,000 | ||||||||||||||||||||
Maximum increase in interest rate of the event | 2% | |||||||||||||||||||||||
Percentage of principal and accrued interest | 108% | |||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 4,500,000 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | Amendement One To The Loan Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Additional guarantee commission loan expense to french government | € | € 51,000 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | Tranche One [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | 3,000,000 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | Tranche One [Member] | Amendement One To The Loan Agreement [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 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | Tranche One [Member] | Amendement One To The Loan Agreement [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 | |||||||||||||||||||||||
Debt instrument monthly payment of principal | € | € 12,000 | |||||||||||||||||||||||
Long Term Debt Additional Fixed Interest Rate | 0.70% | |||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | Tranche One [Member] | Amendement One To The Loan Agreement [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 monthly payment of principal | € | € 49,000 | |||||||||||||||||||||||
Debt instrument additional effective rate of interest | 1.44% | |||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | Tranche Two [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 1,500,000 | |||||||||||||||||||||||
Long term debt bearing fixed interest rate | 2.25% | |||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | € | € 300,000 | |||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | 2021-09 | ||||||||||||||||||||||
Long term debt month of maturity end | 2026-06 | 2025-09 | ||||||||||||||||||||||
Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | Tranche Two [Member] | Amendement One To The Loan Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 75,000 | € 1,500,000 | ||||||||||||||||||||||
Maximum [Member] | Covid Nineteen [Member] | Prt Garanti par ltat Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Long term debt period of maturity | 6 years |
Notes Payable - Summary of Conv
Notes Payable - Summary of Convertible Notes Payable (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | $ 54,850 | $ 40,469 |
iHeart Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | 0 | 99 |
Mudrick Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total Convertible Notes Payable | $ 54,850 | $ 40,370 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable Future Principal Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 1,526 |
2025 | 1,692 |
2026 | 51,278 |
Total | $ 54,496 |
Notes Payable - Summary of Comp
Notes Payable - Summary of Company's Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total Notes Payable | $ 54,496 | $ 22,026 |
Less: short-term portion | (2,418) | (19,904) |
Total Notes Payable, less current portion | 52,078 | 2,122 |
PGE Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 3,351 | 3,458 |
Less: short-term portion | (1,868) | (1,336) |
Green St. Lease Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 1,015 | |
Less: short-term portion | (550) | |
Mudrick Super Priority Note [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | $ 50,130 | 18,568 |
Less: short-term portion | $ (18,568) |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 6 Months Ended | ||
May 22, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessor, Lease, Description [Line Items] | |||
Termination lease agreement description | On May 22, 2024, the Company entered into a Termination of Lease agreement (“Lease Termination”) with Green Front LLC (the "Landlord"), related to the Company’s early termination of its leased office space located at 55 Green Street, San Francisco, California (the "Lease"). | ||
Lease termination date | Jun. 01, 2024 | ||
Loss on Lease Termination | $ 2,100,000 | $ (2,856,000) | $ 21,000 |
Lease payment of termination fee | 2,100,000 | ||
Lease partial payment of termination fee | 1,000,000 | ||
Promissory note amount | 1,100,000 | ||
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 6 months | ||
Weighted average discount rate | 10.30% | ||
Maximum [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Term of lease agreements | 8 years | ||
Leasehold Improvements [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Lease premises, net book value | 6,000,000 | ||
Fixed Assets [Member] | |||
Lessor, Lease, Description [Line Items] | |||
Lease premises, net book value | $ 1,000 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense and Income (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Lease, Cost [Abstract] | ||
Operating lease costs | $ 1,403 | $ 1,579 |
Short term lease costs | 312 | 504 |
Variable lease costs | 374 | 461 |
Sublease income | (627) | (717) |
Total Lease Costs | $ 1,462 | $ 1,827 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Other Information Related To Leases [Line Items] | ||
Operating cash flows used for lease liabilities | $ 1,752 | $ 2,025 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
From July 1, 2024 to December 31, 2024 | $ 149 |
2025 | 298 |
2026 | 298 |
2027 | 298 |
2028 | 298 |
Thereafter | 298 |
Total | 1,639 |
Less: Imputed interest | (369) |
Operating Lease, Liability | $ 1,270 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Mar. 14, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Loss Contingencies [Line Items] | |||
Loss contingency accrual amount | $ 1,500,000 | $ 1,600,000 | |
Broadspire Services, Inc [Member] | |||
Loss Contingencies [Line Items] | |||
Settlement payment received | $ 15,000,000 | ||
Covington and Burling L L P [Member] | |||
Loss Contingencies [Line Items] | |||
Settlement payment made | $ 10,300,000 | ||
Indemnification Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency liability associated with recorded to date | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate percentage | 1.30% | 0.70% | 0.30% | 0.70% |
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] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | shares | 3,244,369 |
RSUs granted | shares | 7,172,708 |
RSUs vested | shares | (5,125,758) |
RSUs canceled | shares | (958,001) |
Ending balance | shares | 4,333,318 |
Beginning balance | $ / shares | $ 5.30 |
RSUs granted | $ / shares | 0.17 |
RSUs vested | $ / shares | 1.09 |
RSUs canceled | $ / shares | 4.15 |
Ending balance | $ / shares | $ 2.06 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Beginning Balance | 7,997,004 | |
Number of Shares, Options granted | 92,447,500 | |
Number of Shares, Options exercised | (52,557) | |
Number of Shares, Options expired | (183,793) | |
Number of Shares, Options forfeited | (1,732,576) | |
Number of Shares, Ending Balance | 98,475,578 | 7,997,004 |
Number of Shares, Vested and Exercisable | 4,063,544 | |
Number of Shares, Vested and Exercisable and Expected to Vest | 98,475,578 | |
Weighted- Average Exercise Price, Beginning Balance | $ 1.78 | |
Weighted- Average Exercise Price, Options granted | 0.25 | |
Weighted- Average Exercise Price, Options exercised | 0.03 | |
Weighted- Average Exercise Price, Options expired | 4.29 | |
Weighted- Average Exercise Price, Options forfeited | 1.05 | |
Weighted- Average Exercise Price, Ending Balance | 0.35 | $ 1.78 |
Weighted- Average Exercise Price, Vested and Exercisable | 2.34 | |
Weighted- Average Exercise Price, Vested and Exercisable and Expected to Vest | $ 0.35 | |
Weighted- Average Remaining Contractual Life (Years) | 9 years 4 months 24 days | 7 years 6 months 10 days |
Weighted- Average Remaining Contractual Life (Years), Options granted | 9 years 8 months 1 day | |
Weighted- Average Remaining Contractual Life (Years) | 9 years 4 months 24 days | 7 years 6 months 10 days |
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable | 3 years 9 months 18 days | |
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable and Expected to Vest | 9 years 4 months 24 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 10 | |
Aggregate Intrinsic Value, Options exercised | 6 | |
Aggregate Intrinsic Value, Options expired | 1 | |
Aggregate Intrinsic Value, Ending Balance | 4 | $ 10 |
Aggregate Intrinsic Value, Vested and Exercisable | 3 | |
Aggregate Intrinsic Value, Vested and Exercisable and Expected to Vest | $ 4 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total intrinsic value for stock options exercised | $ 6,000 | |||
Incentive Stock Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,500,000 | $ 800,000 | 3,800,000 | $ 2,000,000 |
Total unrecognized compensation cost, amount | 16,000,000 | $ 16,000,000 | ||
Total unrecognized compensation cost, period | 3 years 2 months 8 days | |||
Total intrinsic value for stock options exercised | $ 6,000 | 1,000 | ||
Fair value of awards vested | $ 1,200,000 | $ 2,800,000 | ||
Weighted-average grant-date fair value per share of stock options granted | $ 0.17 | $ 0.18 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,600,000 | $ 2,000,000 | $ 3,600,000 | $ 4,400,000 |
Total unrecognized compensation cost, amount | $ 8,100,000 | $ 8,100,000 | ||
Total unrecognized compensation cost, period | 1 year 2 months 8 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of the Weighted Average Assumptions Used in the Valuation of Stock Options Granted (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 71.30% | 81.40% |
Risk-free interest rate | 4.30% | 3.60% |
Expected dividend yield | 0% | 0% |
Expected term (years) | 6 years 9 months 18 days | 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Incentive Stock Option [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 2,482 | $ 849 | $ 3,782 | $ 2,000 |
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 | 6 | 15 | 14 | 32 |
Incentive Stock Option [Member] | Operations [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 39 | 177 | 141 | 367 |
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 | 66 | 97 | 130 | 207 |
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 | 2,371 | 560 | 3,497 | 1,394 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 1,630 | 1,991 | 3,629 | 4,405 |
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 | 78 | 106 | 162 | 221 |
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 | 270 | 442 | 575 | 1,071 |
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 | 799 | 991 | 1,596 | 1,889 |
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 | $ 483 | $ 452 | $ 1,296 | $ 1,224 |
Warrants - Summary of Tabular F
Warrants - Summary of Tabular Form of Warrant Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Warrant Liability [Line Items] | ||
Total | $ 30 | $ 20 |
Private Warrants | ||
Warrant Liability [Line Items] | ||
Total | $ 30 | $ 20 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 16,791,667 | 16,791,667 |
Public Warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 12,175,000 | 12,175,000 |
Private Warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 4,616,667 | 4,616,667 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2024 | Dec. 31, 2023 | May 04, 2023 | Dec. 08, 2022 | |
Warrants [Line Items] | ||||
Warrants Outstanding | 16,791,667 | 16,791,667 | ||
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 | 12,175,000 | ||
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 | |||
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 2022 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 2022 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 2022 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 2022 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net loss | $ (12,025) | $ (30,269) | $ (42,990) | $ (53,068) |
Basic weighted average common stock outstanding | 98,321,295 | 92,608,276 | 97,498,510 | 92,460,655 |
Diluted weighted average common stock outstanding | 98,321,295 | 92,608,276 | 97,498,510 | 92,460,655 |
Basic net loss per share | $ (0.12) | $ (0.33) | $ (0.44) | $ (0.57) |
Diluted net loss per share | $ (0.12) | $ (0.33) | $ (0.44) | $ (0.57) |
Earnings (Loss) per Share - S_2
Earnings (Loss) per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 141,478,943 | 48,228,570 |
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 | 102,808,896 | 12,356,284 |
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 | 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 | 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 | 19,001,500 | 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 | 2,876,880 | 79,534 |
Earnings (Loss) per Share - Add
Earnings (Loss) per Share - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 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) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment and Geographical Area_4
Segment and Geographical Area Information - Summary of Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 2,911 | $ 20,666 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | 1,303 | 18,883 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 1,608 | $ 1,783 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Jul. 31, 2024 $ / shares | Jul. 16, 2024 USD ($) | Apr. 29, 2024 USD ($) | Dec. 08, 2022 USD ($) | Jul. 09, 2024 USD ($) | Feb. 07, 2024 USD ($) | Jan. 19, 2024 USD ($) | Jan. 12, 2024 USD ($) | Jun. 30, 2023 USD ($) |
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of trading days to cure stock price deficiency | 30 days | ||||||||
Average global market capitalization | $ 15,000,000 | ||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Reverse stock split | 0.02 | ||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Reverse stock split | 0.1 | ||||||||
Mudrick Convertible Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face value | $ 175,000,000 | $ 1,000 | |||||||
Debt instrument maturity date | Dec. 08, 2027 | ||||||||
Mudrick Convertible Notes [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stockholders' equity, reverse stock split description | On July 31, 2024 the shareholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-10 and not greater than 1-for-50, with the exact ratio and effective time of the reverse stock split to be determined by the Board of Directors at any time on or before December 31, 2024. | ||||||||
Adjsuted conversion price per share | $ / shares | $ 0.25 | ||||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face value | $ 61,677,504 | $ 40,303,393 | $ 23,941,032 | $ 20,880,922 | |||||
Debt instrument maturity date | Aug. 07, 2026 | ||||||||
Percentage of principal and accrued interest | 108% | ||||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face value | $ 83,674,931 | ||||||||
Debt instrument maturity date | Aug. 07, 2026 | ||||||||
Percentage of principal and accrued interest | 108% |