Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | GETAROUND, INC. |
Entity Central Index Key | 0001839608 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ 27,216,000 | $ 62,516,000 | $ 49,879,000 |
Restricted cash | 3,600,000 | 3,950,000 | 14,400,000 |
Accounts receivable, net | 439,000 | 1,936,000 | 2,836,000 |
Prepaid expenses and other current assets | 7,035,000 | 5,890,000 | 4,130,000 |
Prepaid expenses and other current assets | 5,770,000 | ||
Deposits, current | 120,000 | 516,000 | |
Total current assets | 38,290,000 | 74,292,000 | 71,761,000 |
Property and Equipment, Net | 10,678,000 | 10,731,000 | 12,437,000 |
Operating Lease Right-of-Use Assets, Net | 13,407,000 | ||
Goodwill | 105,957,000 | 122,805,000 | 132,307,000 |
Intangible Assets, Net | 10,785,000 | 18,854,000 | 30,552,000 |
Deferred Tax Assets | 3,000 | 159,000 | 635,000 |
Other Assets | 1,745,000 | 94,000 | 295,000 |
TOTAL ASSETS | 180,865,000 | 226,935,000 | 247,987,000 |
Current liabilities | |||
Accounts payable | 10,472,000 | 5,382,000 | 3,674,000 |
Accrued host payments and insurance fees | 13,510,000 | 13,384,000 | 12,105,000 |
Operating lease liabilities, current | 1,828,000 | ||
Notes payable, current | 38,425,000 | 464,000 | 4,036,000 |
PPP loan payable, current | 3,469,000 | ||
Other accrued liabilities | 28,657,000 | 27,391,000 | 30,590,000 |
Deferred revenue | 866,000 | 310,000 | 452,000 |
Total current liabilities | 93,758,000 | 46,931,000 | 54,326,000 |
Notes Payable, net of discount | 40,111,000 | 78,357,000 | 18,676,000 |
PPP Loan Payable (net of current portion) | 3,469,000 | ||
Convertible Notes Payable | 54,312,000 | 35,277,000 | 474,000 |
Related Party Convertible Notes Payable (measured at fair value) | 8,869,000 | ||
Operating Lease Liabilities (net of current portion) | 18,101,000 | ||
Deferred Tax Liabilities | 979,000 | 1,868,000 | 2,982,000 |
Warrant liability | 65,376,000 | 48,504,000 | 35,750,000 |
Other Long-Term Liabilities | 0 | 6,851,000 | 9,960,000 |
Total Liabilities | 281,506,000 | 217,788,000 | 125,637,000 |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption 25,875,000 shares at redemption value | 411,016,000 | 410,368,000 | 399,855,000 |
Mezzanine Equity | |||
Convertible preferred stock | 411,016,000 | 410,368,000 | 399,855,000 |
Stockholders' Deficit | |||
Common stock | 1,000 | 1,000 | 1,000 |
Additional paid-in capital | 247,278,000 | 237,578,000 | 230,028,000 |
Stockholder notes | (14,478,000) | (14,478,000) | (14,478,000) |
Treasury stock | (661,000) | (661,000) | (661,000) |
Accumulated deficit | (726,527,000) | (625,944,000) | (505,881,000) |
Accumulated other comprehensive (loss) income | (17,270,000) | 2,283,000 | 13,486,000 |
Total Stockholders' Deficit | (511,657,000) | (401,221,000) | (277,505,000) |
Total Liabilities, Mezzanine Equity and Stockholders' Deficit | 180,865,000 | 226,935,000 | 247,987,000 |
INTERPRIVATE II ACQUISITION CORP [Member] | |||
Current assets | |||
Cash and cash equivalents | 40,119 | 120,785 | |
Prepaid expenses | 126,439,000 | 249,172,000 | |
Total current assets | 166,558 | 369,957 | |
Prepaid expense, net of current assets | 41,075 | ||
Marketable securities held in Trust Account | 260,207,445 | 258,821,242 | |
TOTAL ASSETS | 260,374,003 | 259,232,274 | |
Current liabilities | |||
Income tax payable | |||
Related party payable | 439,279 | 50,320 | |
Accounts payable and accrued expenses | 6,135,574 | 1,283,968 | |
Total current liabilities | 6,574,853 | 1,334,288 | |
Warrant liability | 236,980 | 4,115,552 | |
Total Liabilities | 6,811,833 | 5,449,840 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption 25,875,000 shares at redemption value | 259,963,920 | 258,821,242 | |
Stockholders' Deficit | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Common stock | 20 | 20 | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding | 647 | 647 | |
Additional paid-in capital | |||
Accumulated deficit | (6,402,417) | (5,039,475) | |
Total Stockholders' Deficit | (6,401,750) | (5,038,808) | |
Total Liabilities, Mezzanine Equity and Stockholders' Deficit | 260,374,003 | 259,232,274 | |
Convertible Preferred Stock [Member] | |||
Mezzanine Equity | |||
Convertible preferred stock | |||
Series A Convertible Preferred Stock [Member] | |||
Mezzanine Equity | |||
Convertible preferred stock | 16,953,000 | 16,953,000 | 12,093,000 |
Series B Convertible Preferred Stock [Member] | |||
Mezzanine Equity | |||
Convertible preferred stock | 9,578,000 | 9,338,000 | 8,582,000 |
Series C Convertible Preferred Stock [Member] | |||
Mezzanine Equity | |||
Convertible preferred stock | 22,761,000 | 22,761,000 | 22,508,000 |
Series D Convertible Preferred Stock [Member] | |||
Mezzanine Equity | |||
Convertible preferred stock | 241,428,000 | 241,428,000 | 240,915,000 |
Series E Convertible Preferred Stock [Member] | |||
Mezzanine Equity | |||
Convertible preferred stock | $ 120,296,000 | $ 119,888,000 | $ 115,757,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 386,300,000 | 386,300,000 | 386,300,000 |
Common stock, shares issued | 83,645,759 | 79,738,747 | 69,345,606 |
Common stock, shares outstanding | 83,645,759 | 79,738,747 | 69,345,606 |
Debt issuance costs, net | $ 505 | $ 1,101 | $ 792 |
Convertible debt, fair value disclosures | $ 53,838 | $ 34,803 | |
Temporary Equity, Shares Authorized | 186,388,450 | 186,388,450 | 186,388,450 |
Temporary Equity, Shares Issued | 125,817,855 | 125,472,147 | 120,384,609 |
Temporary Equity, Shares Outstanding | 125,817,855 | 125,472,147 | 120,384,609 |
Temporary Equity, Liquidation Preference | $ 530,265 | $ 532,138 | $ 522,062 |
INTERPRIVATE II ACQUISITION CORP [Member] | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A Common Stock | INTERPRIVATE II ACQUISITION CORP [Member] | |||
Common stock subject to possible redemption | 25,875,000 | 25,875,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 380,000,000 | 380,000,000 | |
Common stock, shares issued | 200,000 | 200,000 | |
Common stock, shares outstanding | 200,000 | 200,000 | |
Class B Common Stock | INTERPRIVATE II ACQUISITION CORP [Member] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 6,468,750 | 6,468,750 | |
Common stock, shares outstanding | 6,468,750 | 6,468,750 | |
Convertible Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Temporary Equity, Shares Authorized | 186,388,450 | 186,388,450 | 186,388,450 |
Series A Convertible Preferred Stock [Member] | |||
Temporary Equity, Shares Authorized | 14,497,716 | 14,497,716 | 14,497,716 |
Temporary Equity, Shares Issued | 10,678,459 | 10,678,459 | 7,702,462 |
Temporary Equity, Shares Outstanding | 10,678,459 | 10,678,459 | 7,702,462 |
Temporary Equity, Liquidation Preference | $ 10,918 | $ 10,918 | $ 7,875 |
Series B Convertible Preferred Stock [Member] | |||
Temporary Equity, Shares Authorized | 11,980,730 | 11,980,730 | 11,980,730 |
Temporary Equity, Shares Issued | 5,216,044 | 5,119,213 | 4,715,258 |
Temporary Equity, Shares Outstanding | 5,216,044 | 5,119,213 | 4,715,258 |
Temporary Equity, Liquidation Preference | $ 8,407 | $ 8,251 | $ 7,600 |
Series C Convertible Preferred Stock [Member] | |||
Temporary Equity, Shares Authorized | 18,526,490 | 18,526,490 | 18,526,490 |
Temporary Equity, Shares Issued | 10,836,279 | 10,836,279 | 10,718,119 |
Temporary Equity, Shares Outstanding | 10,836,279 | 10,836,279 | 10,718,119 |
Temporary Equity, Liquidation Preference | $ 23,844 | $ 23,844 | $ 22,834 |
Series D Convertible Preferred Stock [Member] | |||
Temporary Equity, Shares Authorized | 53,868,628 | 53,868,628 | 53,868,628 |
Temporary Equity, Shares Issued | 49,783,894 | 49,783,894 | 49,672,398 |
Temporary Equity, Shares Outstanding | 49,783,894 | 49,783,894 | 49,672,398 |
Temporary Equity, Liquidation Preference | $ 345,712 | $ 345,713 | $ 343,923 |
Series E Convertible Preferred Stock [Member] | |||
Temporary Equity, Shares Authorized | 87,514,886 | 87,514,886 | 87,514,886 |
Temporary Equity, Shares Issued | 49,303,179 | 49,054,302 | 47,576,372 |
Temporary Equity, Shares Outstanding | 49,303,179 | 49,054,302 | 47,576,372 |
Temporary Equity, Liquidation Preference | $ 141,383 | $ 143,412 | $ 139,830 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 45,025,000 | $ 48,206,000 | $ 63,067,000 | $ 58,725,000 | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below): | ||||||
Sales and marketing | 22,736,000 | 12,942,000 | 20,331,000 | 12,318,000 | ||
Operations and support | 39,596,000 | 35,452,000 | 46,978,000 | 96,605,000 | ||
Technology and product development | 13,374,000 | 13,728,000 | 17,800,000 | 17,521,000 | ||
General and administrative | 38,665,000 | 48,347,000 | 59,458,000 | 55,059,000 | ||
Depreciation and amortization | 7,670,000 | 9,591,000 | 12,815,000 | 14,669,000 | ||
Total Operating Expenses | 125,885,000 | 124,502,000 | 163,428,000 | 203,465,000 | ||
Loss from operations | (80,860,000) | (76,296,000) | (100,361,000) | (144,740,000) | ||
Other Income (Expense) | ||||||
Gain on extinguishment of debt | 7,017,000 | 7,017,000 | 464,000 | |||
Convertible promissory note fair value adjustment | 3,896,000 | (4,549,000) | (5,383,000) | (19,810,000) | ||
Warrant liability fair value adjustment | (17,521,000) | (30,332,000) | (15,353,000) | (176,000) | ||
Interest expense, net | (7,903,000) | (2,388,000) | (7,370,000) | (1,558,000) | ||
Other income, net | 1,258,000 | 492,000 | 916,000 | 495,000 | ||
Total Other Income (Expense) | (20,270,000) | (29,760,000) | (20,173,000) | (21,575,000) | ||
Loss, before Income Tax Benefit | (101,130,000) | (106,056,000) | (120,534,000) | (166,315,000) | ||
Income Tax Benefit | (547,000) | (797,000) | (471,000) | (1,260,000) | ||
Net income (loss) | (100,583,000) | (105,259,000) | (120,063,000) | (165,055,000) | ||
Foreign Currency Translation Loss | (19,553,000) | (8,095,000) | (11,203,000) | 13,342,000 | ||
Comprehensive Loss | $ (120,136,000) | $ (113,354,000) | $ (131,266,000) | $ (151,713,000) | ||
Net Loss Per Share Attributable to Stockholders : | ||||||
Basic | $ (1.41) | $ (1.53) | $ (1.74) | $ (3.36) | ||
Diluted | $ (1.41) | $ (1.53) | $ (1.74) | $ (3.36) | ||
Basic weighted average shares outstanding | 71,169,000 | 68,832,000 | 69,039,000 | 49,170,000 | ||
Diluted weighted average shares outstanding | 71,169,000 | 68,832,000 | 69,039,000 | 49,170,000 | ||
Service revenue [Member] | ||||||
Revenue | $ 43,967,000 | $ 46,733,000 | $ 61,120,000 | $ 47,366,000 | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below): | ||||||
Cost of revenue | 3,754,000 | 4,306,000 | 5,859,000 | 5,882,000 | ||
Lease revenue [Member] | ||||||
Revenue | 1,058,000 | 1,473,000 | 1,947,000 | 11,359,000 | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below): | ||||||
Cost of revenue | 90,000 | 136,000 | 187,000 | $ 1,411,000 | ||
INTERPRIVATE II ACQUISITION CORP [Member] | ||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below): | ||||||
Operating and formation costs | $ 1,446,778 | $ 705,930 | 5,404,062 | 1,562,611 | 1,985,624 | |
Related party administrative fees | 60,000 | 60,000 | 180,000 | 140,000 | 100,000 | |
Loss from operations | (1,506,778) | (765,930) | (5,584,062) | (1,702,611) | (2,085,624) | |
Other Income (Expense) | ||||||
Change in fair value of warrant liabilities | 165,867 | 734,067 | 3,878,572 | (912,766) | (598,718) | |
Offering costs attributable to warrant liabilities | (6,835) | (6,835) | ||||
Interest earned on marketable securities held in Trust Account | 336,544 | 30,522 | 823,607 | 54,504 | 104,868 | |
Unrealized gain (loss) on marketable securities held in Trust Account | 1,027,141 | (14,144) | 983,987 | (17,547) | (33,626) | |
Other income (loss), net | 1,529,552 | 750,445 | 5,686,166 | (882,644) | (534,311) | |
Loss, before Income Tax Benefit | 22,774 | (15,485) | 102,104 | (2,585,255) | (2,619,935) | |
Income Tax Benefit | (271,311) | (322,368) | ||||
Net income (loss) | $ (248,537) | $ (15,485) | $ (220,264) | $ (2,585,255) | $ (2,619,935) | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | 6,668,750 | 6,668,750 | 6,668,750 | 6,668,750 | 6,292,226 | |
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.08) | $ (0.1) | |
Class A Common Stock | INTERPRIVATE II ACQUISITION CORP [Member] | ||||||
Other Income (Expense) | ||||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption (in Shares) | 25,875,000 | 25,875,000 | 25,875,000 | 25,875,000 | 21,125,342 | |
Basic and diluted net income (loss) per share, Class A common stock subject to redemption (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.08) | $ (0.1) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($) | Total | Common Stock | Treasury Stock | Stockholder Notes | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Mezzanine Equity | Mezzanine Equity Series E Convertible Redeemable Preferred Stock [Member] | Mezzanine Equity Series E Two Redeemable Convertible Preferred Stock Warrants [Member] | Convertible Redeemable Preferred Stock Preferred Stock | Convertible Redeemable Preferred Stock Preferred Stock Series E Convertible Redeemable Preferred Stock [Member] | Convertible Redeemable Preferred Stock Preferred Stock Series E Three Redeemable Convertible Preferred Stock [Member] | Convertible Redeemable Preferred Stock Preferred Stock Series B Redeemable Convertible Preferred Stock Warrants [Member] | Exercise Of Warrants [Member] | Exercise Of Warrants [Member] Common Stock | Exercise Of Warrants [Member] Additional Paid-in Capital | Conversion Of Common Stock Into Preferred Stock [Member] | Conversion Of Common Stock Into Preferred Stock [Member] Common Stock | Conversion Of Common Stock Into Preferred Stock [Member] Additional Paid-in Capital | Conversion Of Common Stock Into Preferred Stock [Member] Mezzanine Equity | Exchange Of Non Voting Common Stock Into Preferred Stocks [Member] | Exchange Of Non Voting Common Stock Into Preferred Stocks [Member] Common Stock | Exchange Of Non Voting Common Stock Into Preferred Stocks [Member] Additional Paid-in Capital | Exchange Of Non Voting Common Stock Into Preferred Stocks [Member] Mezzanine Equity | Exchange Of Non Voting Common Stock Into Preferred Stocks [Member] Convertible Redeemable Preferred Stock Preferred Stock | Exercise Of Redeemable Preferred Stock Warrants [Member] Mezzanine Equity Series D Three Redeemable Convertible Preferred Stock [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] Convertible Redeemable Preferred Stock Preferred Stock Series E Two Redeemable Convertible Preferred Stock Warrants [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] Convertible Redeemable Preferred Stock Preferred Stock Series E Three Redeemable Convertible Preferred Stock [Member] | Settlement Of Liability [Member] | Settlement Of Liability [Member] Common Stock | Settlement Of Liability [Member] Additional Paid-in Capital | Conversion Of Securities [Member] Mezzanine Equity Series E One Redeemable Convertible Stock [Member] | Redemption Of Convertible Notes [Member] Mezzanine Equity Series E Redeemable Convertible Preferred Stock [Member] | Redemption Of Notes [Member] Mezzanine Equity Series E Convertible Redeemable Preferred Stock [Member] I Heart [Member] | Warrants Convertible Into Redeemable Convertible Preferred Stock [Member] Mezzanine Equity Series E Two Redeemable Convertible Preferred Stock Warrants [Member] | Settlement Of Contingent Consideration Liability [Member] | Settlement Of Contingent Consideration Liability [Member] Common Stock | Settlement Of Contingent Consideration Liability [Member] Additional Paid-in Capital | INTERPRIVATE II ACQUISITION CORP [Member] | INTERPRIVATE II ACQUISITION CORP [Member] Additional Paid-in Capital | INTERPRIVATE II ACQUISITION CORP [Member] Accumulated Deficit | INTERPRIVATE II ACQUISITION CORP [Member] Class A Common Stock | INTERPRIVATE II ACQUISITION CORP [Member] Class B Common Stock |
Balance at Dec. 31, 2019 | $ (292,425,000) | $ 0 | $ (608,000) | $ (14,478,000) | $ 63,343,000 | $ (340,826,000) | $ 144,000 | $ 445,112,000 | ||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 40,179,223 | 98,510,406 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 3,207,974 | |||||||||||||||||||||||||||||||||||||||||||
Sale of 4,616,667 Private Placement Warrants | $ 2,537,000 | $ 2,537,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises | 153,000 | 153,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises (in Shares) | 193,082 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 2,645,000 | 2,645,000 | ||||||||||||||||||||||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | 284,047,000 | 284,047,000 | $ 284,047,000 | $ 28,913,000 | $ 287,000 | $ 56,609,000 | $ 20,667,000 | $ 1,563,000 | $ 8,055,000 | |||||||||||||||||||||||||||||||||||
Temporary Equity Stock Issued During Period Shares New Issues | (72,808,237) | 72,808,237 | 11,072,394 | 63,158 | 22,286,925 | 6,982,108 | 528,195 | 6,706,750 | ||||||||||||||||||||||||||||||||||||
Repurchase of common stock | (53,000) | (53,000) | ||||||||||||||||||||||||||||||||||||||||||
Reclassifications of Temporary to Permanent Equity | $ 445,398,000 | $ 1,000 | $ 445,397,000 | $ (445,398,000) | ||||||||||||||||||||||||||||||||||||||||
Reclassifications Of Temporary To Permanent Equity Shares | 98,573,564 | (98,573,564) | ||||||||||||||||||||||||||||||||||||||||||
Foreign Currency Translation Loss | 13,342,000 | 13,342,000 | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (165,055,000) | (165,055,000) | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 69,345,606 | 120,384,609 | 120,384,609 | |||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | (277,505,000) | $ 1,000 | (661,000) | (14,478,000) | 230,028,000 | (505,881,000) | 13,486,000 | $ 399,855,000 | $ 399,855,000 | |||||||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor | 647 | $ 647 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 6,468,750 | |||||||||||||||||||||||||||||||||||||||||||
Issuance costs associated with the sale of Public Units | (2,348,298) | (2,348,298) | 0 | |||||||||||||||||||||||||||||||||||||||||
Sale of 4,616,667 Private Placement Warrants | 0 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of Representative Shares | 20 | $ 20 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Representative Shares (in Shares) | 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | (8,805) | (8,805) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 174,342 | 174,342 | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2021 | (2,182,094) | (2,182,761) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | (277,505,000) | $ 1,000 | (661,000) | (14,478,000) | 230,028,000 | (505,881,000) | 13,486,000 | $ 399,855,000 | $ 399,855,000 | |||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 69,345,606 | 120,384,609 | 120,384,609 | |||||||||||||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 327,991 | |||||||||||||||||||||||||||||||||||||||||||
Sale of 4,616,667 Private Placement Warrants | $ 1,099,000 | $ 1,099,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises | 1,300,000 | 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises (in Shares) | 12,695,706 | |||||||||||||||||||||||||||||||||||||||||||
RSU settled | 831,611 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 9,420,000 | 9,420,000 | ||||||||||||||||||||||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 616,000 | $ 6,382,000 | $ 6,382,000 | $ 6,382,000 | $ 301,000 | $ 3,214,000 | ||||||||||||||||||||||||||||||||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 404,409 | (3,609,608) | 3,609,608 | 77,597 | 995,924 | |||||||||||||||||||||||||||||||||||||||
Foreign Currency Translation Loss | (8,095,000) | (8,095,000) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (105,259,000) | (105,259,000) | (2,585,255) | |||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 79,591,306 | 125,472,147 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2021 | (385,422,000) | $ 1,000 | (661,000) | (14,478,000) | 235,465,000 | (611,140,000) | 5,391,000 | $ 410,368,000 | (4,969,843) | (4,970,510) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | (277,505,000) | $ 1,000 | $ (661,000) | (14,478,000) | 230,028,000 | (505,881,000) | 13,486,000 | $ 399,855,000 | $ 399,855,000 | |||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 69,345,606 | 120,384,609 | 120,384,609 | |||||||||||||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor | 647 | $ 647 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 327,991 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||||
Issuance costs associated with the sale of Public Units | (2,263,297) | (2,263,297) | ||||||||||||||||||||||||||||||||||||||||||
Sale of 4,616,667 Private Placement Warrants | $ 1,099,000 | $ 1,099,000 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Representative Shares | 20 | $ 20 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of Representative Shares (in Shares) | 200,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | (156,243) | (156,243) | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises | 1,365,000 | 1,365,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises (in Shares) | 12,776,089 | |||||||||||||||||||||||||||||||||||||||||||
RSU settled | 898,669 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 11,468,000 | 11,468,000 | ||||||||||||||||||||||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 3,214,000 | $ 616,000 | $ 301,000 | $ 6,382,000 | $ 6,382,000 | $ 6,382,000 | ||||||||||||||||||||||||||||||||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 995,924 | 404,409 | 77,597 | (3,609,608) | 3,609,608 | |||||||||||||||||||||||||||||||||||||||
Foreign Currency Translation Loss | (11,203,000) | (11,203,000) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (120,063,000) | (120,063,000) | (2,619,935) | (2,619,935) | ||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 79,738,747 | 125,472,147 | 125,472,147 | 200,000 | 6,468,750 | |||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | 401,221,000 | $ 1,000 | $ (661,000) | (14,478,000) | 237,578,000 | (625,944,000) | 2,283,000 | $ 410,368,000 | $ 410,368,000 | (5,038,808) | (5,039,475) | $ 20 | $ 647 | |||||||||||||||||||||||||||||||
Balance at Mar. 31, 2021 | (2,182,094) | (2,182,761) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | (11,775) | (11,775) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (2,744,112) | (2,744,112) | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2021 | (4,937,981) | (4,938,648) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | (16,377) | (16,377) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (15,485) | (15,485) | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 79,591,306 | 125,472,147 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2021 | (385,422,000) | $ 1,000 | (661,000) | (14,478,000) | 235,465,000 | (611,140,000) | 5,391,000 | $ 410,368,000 | (4,969,843) | (4,970,510) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | 401,221,000 | $ 1,000 | (661,000) | (14,478,000) | 237,578,000 | (625,944,000) | 2,283,000 | $ 410,368,000 | $ 410,368,000 | (5,038,808) | (5,039,475) | $ 20 | $ 647 | |||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 79,738,747 | 125,472,147 | 125,472,147 | 200,000 | 6,468,750 | |||||||||||||||||||||||||||||||||||||||
Remeasurement in value of common stock subject to redemption | (82,286) | (82,286) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 19,172 | 19,172 | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2022 | (5,101,922) | (5,102,589) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | 401,221,000 | $ 1,000 | (661,000) | (14,478,000) | 237,578,000 | (625,944,000) | 2,283,000 | $ 410,368,000 | $ 410,368,000 | (5,038,808) | (5,039,475) | $ 20 | $ 647 | |||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 79,738,747 | 125,472,147 | 125,472,147 | 200,000 | 6,468,750 | |||||||||||||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 2,919,582 | |||||||||||||||||||||||||||||||||||||||||||
Sale of 4,616,667 Private Placement Warrants | $ 4,642,000 | $ 4,642,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises | 113,000 | 113,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option exercises (in Shares) | 176,463 | |||||||||||||||||||||||||||||||||||||||||||
RSU settled | 810,967 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 4,945,000 | 4,945,000 | ||||||||||||||||||||||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 408,000 | $ 240,000 | ||||||||||||||||||||||||||||||||||||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 248,877 | 96,831 | ||||||||||||||||||||||||||||||||||||||||||
Foreign Currency Translation Loss | (19,553,000) | (19,553,000) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (100,583,000) | (100,583,000) | (220,264) | |||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 83,645,759 | 125,817,855 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | (511,657,000) | $ 1,000 | (661,000) | (14,478,000) | 247,278,000 | (726,527,000) | (17,270,000) | $ 411,016,000 | (6,401,750) | (6,402,417) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2022 | (5,101,922) | (5,102,589) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | (87,583) | (87,583) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 9,101 | 9,101 | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||||
Balance at Jun. 30, 2022 | (5,180,404) | (5,181,071) | $ 20 | $ 647 | ||||||||||||||||||||||||||||||||||||||||
Remeasurement in value of common stock subject to redemption | (972,809) | (972,809) | ||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (248,537) | (248,537) | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 83,645,759 | 125,817,855 | 200,000 | 6,468,750 | ||||||||||||||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | $ (511,657,000) | $ 1,000 | $ (661,000) | $ (14,478,000) | $ 247,278,000 | $ (726,527,000) | $ (17,270,000) | $ 411,016,000 | $ (6,401,750) | $ (6,402,417) | $ 20 | $ 647 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 26 | $ 319 | ||
Exercise Of Warrants [Member] | ||||
Class Of Warrants Or Rights Exercised During The Period Units | 3,207,974 | |||
Series D Three Redeemable Convertible Preferred Stock [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | ||||
Class Of Warrants Or Rights Exercised During The Period Units | 63,158 | |||
Series E Two Redeemable Convertible Preferred Stock Warrants [Member] | Warrants Convertible Into Redeemable Convertible Preferred Stock [Member] | ||||
Class Of Warrants Or Rights Exercised During The Period Units | 6,706,750 | |||
Series E Two Redeemable Convertible Preferred Stock Warrants [Member] | Exercise Of Redeemable Preferred Stock Warrants [Member] | ||||
Class Of Warrants Or Rights Exercised During The Period Units | 77,597 | 77,597 | ||
Series E Convertible Redeemable Preferred Stock [Member] | Exercise Of Redeemable Preferred Stock Warrants [Member] | ||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 26 | |||
Series E Three Redeemable Convertible Preferred Stock [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | ||||
Class Of Warrants Or Rights Exercised During The Period Units | 248,877 | 995,924 | 995,924 | |
Series B Redeemable Convertible Preferred Stock Warrants [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | ||||
Class Of Warrants Or Rights Exercised During The Period Units | 96,831 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | ||||
Net income (loss) | $ (100,583,000) | $ (105,259,000) | $ (120,063,000) | $ (165,055,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 7,670,000 | 9,210,000 | 11,977,000 | 14,669,000 |
Provision for bad debts | 8,202,000 | 7,359,000 | 9,915,000 | 9,319,000 |
Stock-based compensation | 4,945,000 | 9,420,000 | 11,468,000 | 2,645,000 |
Gain on extinguishment of debt | (7,017,000) | (7,017,000) | (464,000) | |
Change in fair value - convertible instrument liability | (3,896,000) | 4,549,000 | 5,383,000 | 19,810,000 |
Change in fair value - warrant liability | 17,521,000 | 30,332,000 | 15,353,000 | 176,000 |
Non-cash interest expense | 4,000 | 4,000 | 6,000 | 33,000 |
Non-cash lease expense | 700,000 | |||
Amortization of debt issuance costs | 599,000 | 179,000 | 978,000 | 116,000 |
Loss (gain) from disposal of property and equipment | 1,000 | 7,000 | (11,000) | 21,000 |
Impairment loss on fixed assets | 381,000 | 838,000 | ||
Loss (Gain) from foreign currency remeasurement | (212,000) | 45,000 | 78,000 | (329,000) |
Net changes in operating assets and liabilities, net of acquisitions: | ||||
Accounts receivable | (6,827,000) | (7,226,000) | (9,144,000) | (9,321,000) |
Prepaid expenses and other current assets | (1,852,000) | 576,000 | (1,388,000) | 3,277,000 |
Operating leases liabilities | (1,184,000) | |||
Deposits and other assets | (1,789,000) | 179,000 | 149,000 | 90,000 |
Accounts payable | 5,418,000 | 1,348,000 | 3,721,000 | (12,727,000) |
Accrued host payments and insurance fees | 1,727,000 | 4,911,000 | 2,137,000 | (5,727,000) |
Accrued expenses and other liabilities | 6,291,000 | (1,739,000) | (4,806,000) | (4,236,000) |
Deferred taxes | (547,000) | (797,000) | (480,000) | (1,272,000) |
Deferred revenue | 606,000 | 200,000 | (140,000) | (958,000) |
Net cash used in operating activities | (63,206,000) | (53,338,000) | (81,046,000) | (149,933,000) |
Cash flows from Investing Activities: | ||||
Purchases of property and equipment | (1,607,000) | (871,000) | (1,505,000) | (367,000) |
Proceeds from sale of property and equipment | 381,000 | 414,000 | 783,000 | |
Net cash provided by (used in) investing activities | (1,607,000) | (490,000) | (1,091,000) | 416,000 |
Cash flows from Financing Activities: | ||||
Proceeds from exercise of common stock options | 125,000 | 1,300,000 | 1,352,000 | 153,000 |
Proceeds from exercise of common stock warrants | 3,000 | |||
Purchase of Treasury Stock | (53,000) | |||
Issuance of Series D-3 convertible redeemable preferred stock, net of $50 issuance costs | 1,000 | |||
Proceeds from Issuance of Series E, net of $26 issuance costs | 616,000 | 616,000 | ||
Proceeds from Issuance of Series E-2 warrants | 912,000 | 912,000 | 13,287,000 | |
Issuance of Series E convertible redeemable preferred stock, net of $319 issuance costs | 28,913,000 | |||
Proceeds from issuance of Securities | 59,595,000 | |||
Proceeds from issuance of subordinated convertible promissory notes payable | 28,420,000 | 29,420,000 | 26,800,000 | |
Exercise of Series E-2 preferred stock warrant into 6,706,750 Series E-2 convertible redeemable preferred stock | 7,000 | |||
Proceeds from exercise of Series E-3 Warrants | 1,000 | 1,000 | ||
Proceeds from Deutsche Bank loan, net of $607 issuance costs and $675 debt discount | 73,718,000 | |||
Repayment of Horizon loan | (25,000,000) | |||
Horizon loan repayment and extinguishment fees | (1,875,000) | |||
Repayment of notes payable | (6,970,000) | |||
Proceeds from issuance of Bridge Loans | 27,050,000 | |||
Related Party advance on financing | 4,750,000 | |||
Repayment of PGE loan | (240,000) | (90,000) | (177,000) | |
Proceeds from issuance of notes payable, net of $2 issuance costs | 6,998,000 | 6,998,000 | 28,789,000 | |
Net Cash Provided by Financing Activities | 31,685,000 | 38,157,000 | 85,965,000 | 150,525,000 |
Effect of Foreign Currency Translation on Cash | (2,522,000) | (1,182,000) | (1,641,000) | 1,849,000 |
Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | (35,650,000) | (16,853,000) | 2,187,000 | 2,857,000 |
Cash and Cash Equivalents and Restricted Cash, beginning of year | 66,466,000 | 64,279,000 | 64,279,000 | 61,422,000 |
Cash and Cash Equivalents and Restricted Cash, end of year | 30,816,000 | 47,426,000 | 66,466,000 | 64,279,000 |
Cash paid for: | ||||
Cash paid for interest | 6,392,000 | 1,453,000 | ||
Non-cash investing and financing activities: | ||||
Issuance of Representative Shares | 445,398,000 | |||
Issuance of Series E-1 convertible redeemable preferred stock in connection with conversion of Securities | 56,609,000 | |||
Conversion of Securities to Series E-3 warrants | 21,395,000 | |||
Conversion of Subordinated Convertible Promissory Note | 24,145,000 | |||
Issuance of Common Stock warrants in connection with Series E preferred stock issuance | 2,681,000 | |||
Exchange of 72,808,237 shares of common stock into 72,808,237 convertible preferred | 284,047,000 | |||
Issuance Of Convertible Redeemable Preferred Stock In Connection With Redemption Of Notes | 20,667,000 | |||
Exercise of Series E-2 Preferred stock warrants into Series E-2 convertible redeemable preferred stock | 301,000 | 8,048,000 | ||
Property and equipment unpaid at period end | 72,000 | |||
Exercise of Series E-3 Preferred stock warrants into Series E-3 convertible redeemable preferred stock | 3,213,000 | |||
Issuance of common stock to settle liability Settlement | 1,099,000 | |||
Receivable at period end from exercise of common stock options | 13,000 | |||
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 27,216,000 | 43,476,000 | 62,516,000 | 49,879,000 |
Restricted cash included in current assets | 3,600,000 | 3,950,000 | 3,950,000 | 14,400,000 |
Total Cash, Cash Equivalents and Restricted Cash, end of year | 30,816,000 | 47,426,000 | 66,466,000 | $ 64,279,000 |
Interprivate II Acquisition Crop [Member] | ||||
Cash flows from Operating Activities: | ||||
Net income (loss) | (220,264) | (2,585,255) | (2,619,935) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on warrant liabilities | (3,878,572) | 912,766 | 598,718 | |
Offering costs attributable to warrant liabilities | 6,835 | 6,835 | ||
Interest earned on marketable securities held in Trust Account | (823,607) | (54,504) | (104,868) | |
Unrealized loss on marketable securities held in Trust Account | (983,987) | 17,547 | 33,626 | |
Change in fair value - warrant liability | 598,718 | |||
Net changes in operating assets and liabilities, net of acquisitions: | ||||
Prepaid expenses and other current assets | 163,808 | (357,624) | (290,228) | |
Related party payable | 388,959 | 50,320 | ||
Accrued expenses and other liabilities | 4,851,606 | 1,060,872 | 1,198,968 | |
Net cash used in operating activities | (502,057) | (999,363) | (1,126,564) | |
Cash flows from Investing Activities: | ||||
Investment of cash in Trust Account | (258,750,000) | (258,750,000) | ||
Withdrawals from (deposits to) Trust Account | 421,391 | |||
Net cash provided by (used in) investing activities | 421,391 | (258,750,000) | (258,750,000) | |
Cash flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 253,575,000 | 253,575,000 | ||
Proceeds from sale of Private Placement Warrants | 6,925,000 | 6,925,000 | ||
Repayment of promissory note — related party | (149,476) | (149,476) | ||
Payment of offering costs | (502,651) | (502,651) | ||
Related Party advance on financing | 149,476 | 149,476 | ||
Net Cash Provided by Financing Activities | 259,997,349 | 259,997,349 | ||
Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | (80,666) | 247,986 | 120,785 | |
Cash and Cash Equivalents and Restricted Cash, beginning of year | 120,785 | |||
Cash and Cash Equivalents and Restricted Cash, end of year | 40,119 | 247,986 | 120,785 | |
Non-cash investing and financing activities: | ||||
Initial classification of Common Stock subject to possible redemption | 258,570,000 | |||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 25,000 | 25,000 | ||
Issuance of Representative Shares | 20 | 20 | ||
Remeasurement in value of common stock subject to redemption | (1,142,679) | (36,957) | ||
Deferred offering costs in accrued expenses | 85,000 | |||
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 40,119 | 120,785 | ||
Total Cash, Cash Equivalents and Restricted Cash, end of year | $ 40,119 | $ 247,986 | $ 120,785 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt discount unamortized | $ 581 | $ 231 | |
Note Payable [Member] | |||
Payment of debt issuance costs | $ 2 | 2 | $ 0 |
Duetsche Bank [Member] | |||
Payment of debt issuance costs | 607 | ||
Debt discount unamortized | 675 | ||
Series E-2 convertible redeemable preferred stock [Member] | |||
Class of warrants or rights excercised during the period | 6,706,750 | ||
Redeemable Convertible Preferred Stock [Member] | Series D-3 Redeemable Convertible Preferred Stock [Member] | |||
Payment of stock issuance costs | $ 50 | ||
Redeemable Convertible Preferred Stock [Member] | Series E Convertible Redeemable Preferred Stock [Member] | |||
Payment of stock issuance costs | $ 26 | $ 26 | $ 319 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
INTERPRIVATE II ACQUISITION CORP [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS InterPrivate II Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate IV Capital Partners Corp.”, but the Company changed its name to “InterPrivate II Acquisition Corp.” on January 6, 2021. The Company was 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 (each, a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS InterPrivate II Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate IV Capital Partners Corp.”, but the Company changed its name to “InterPrivate II Acquisition Corp.” on January 6, 2021. The Company was 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 (each, a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,616,667 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to InterPrivate Acquisition Management II, LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $6,925,000, which is described in Note 4. Transaction costs amounted to $5,787,651, consisting of $5,175,000 of underwriting fees and $612,651 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks stockholder approval, the Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. The Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 5), Representative Shares (as defined in Note 8) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares, Representative Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) waive their liquidation rights with respect to the Founder Shares and Representative Shares if the Company fails to complete a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until March 9, 2023 or any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Company’s Amended and Restated Certificate of Incorporation to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business Getaround, Inc. (“Getaround” or the “Company”) is an on-line peer-to-peer car-sharing pre-qualified Going Concern and Liquidity The accompanying condensed 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 an accumulated deficit as of September 30, 2022 and December 31, 2021 of $726,527,000 and $625,944,000, respectively. Such losses primarily resulted from the costs incurred in the development of the Company’s technology platform, consumer products and sales and marketing to grow the Company’s user base. The Company expects operating losses and negative cash flows to continue for the foreseeable future as it continues to develop and promote its platform, as well as to grow its user base through new markets. As of September 30, 2022, and December 31, 2021, the Company had $27,216,000 and $62,516,000, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors and the Company may need to use available capital resources and/or raise additional capital earlier than currently anticipated. Should the Company pursue additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. COVID-19 On January 30, 2020, the World Health Organization declared the outbreak of a novel coronavirus strain (“COVID-19”) COVID-19 COVID-19 As the impact of COVID-19 global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Accounting The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. As such, the information should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021. 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”). Other than ASC 842 (defined below within Note 2 “ Recently Adopted Accounting Standards”) The unaudited condensed 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 condensed consolidated financial statements herein. | 1. Nature of Business and Basis of Presentation Nature of Business Getaround, Inc. (Getaround or the Company) is an on-line peer-to-peer car-sharing pre-qualified 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 an accumulated deficit as of December 31, 2021 and 2020 of $625,944,000 and $505,881,000, respectively. Such losses primarily resulted from the costs incurred in the development of the Company’s technology platform, consumer products and sales and marketing to grow the Company’s user base. The Company expects operating losses and negative cash flows to continue for the foreseeable future as it continues to develop and promote its platform, as well as to grow its user base through new markets. As of December 31, 2021, and 2020, the Company had $62,516,000 and $49,879,000, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors and the Company may need to use available capital resources and/or raise additional capital earlier than currently anticipated. Should the Company pursue additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the Company’s ability to continue 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. COVID-19 On January 30, 2020, the World Health Organization declared the outbreak of a novel coronavirus strain (COVID-19) COVID-19 COVID-19 The Company suffered during the initial outbreak of the novel coronavirus in March and April 2020, when demand dropped significantly. In response, the Company sought financial support from a U.S. pandemic aid program through the Paycheck Protection Program (PPP) and streamlined operations by winding down the Company’s fleet management program for subleasing leased vehicles. (See Note 11 — Notes Payable and Note 12 — Commitments and Contingencies for additional information) During 2020, the Company further implemented certain cost-cutting measures by introducing temporary pay cuts across the organization and placed a meaningful amount of employees on furlough in response to the COVID-19 government compensated furloughed employees for lost wages during the early COVID period. During the fourth quarter of 2020 and the first quarter of 2021, compensation was returned to pre-COVID The extent and duration of the impact of the COVID-19 As the impact of COVID-19 Basis of Accounting The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and an Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Revision of Previously Audited Financial Statements for Correction of Immaterial Reclassifications The Company adjusted the previously issued comparative balance sheet for the year-ended December 31, 2020, to reclassify $7,235,000 from Other accrued liabilities to Other Long-term Liabilities. The reclassification related to an immaterial misclassification of the non-current |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, useful lives of intangible assets and property and equipment, assessment of possible impairment of its intangibles and long-lived assets, valuation of deferred income tax assets, fair value of preferred stock warrants, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these financial statements may not be representative of the results that may be expected for the year ending December 31, 2022. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under specific customer agreements and/or contracts. Payment terms vary with each customer, but the majority of contracts provide for payment within 30 to 45 days of invoice date, and no discounts are offered. The written-off Offering Costs Associated with the SPAC Transaction The Company complies with the requirements of the ASC 340-10-S99-1 Topic 5A – “Expenses assets. (See Note 6 - Prepaid expenses and other current assets) Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, right-of-use right-of-use The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective transition approach and elected to apply the new guidance at the adoption date without adjusting comparative periods presented. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, the Company elected to apply the package of transition practical expedients, which allows the Company not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In transition, the Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use The adoption of ASC 842 resulted in the recognition of a new right-of-use right-of-use Note 10 - Leases. In ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 removes 2019-12 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), 2021-04 Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) 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 condensed consolidated financial statements or disclosures. | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, useful lives of intangible assets and property and equipment, assessment of possible impairment of its intangibles and long-lived assets, valuation of deferred income tax assets, fair value of preferred stock warrants, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions that management believes are of high credit quality; however, at times, deposits may exceed the amount of insurance provided on such deposits, if any. The Company has not experienced any losses on its deposits since inception. As of December 31, 2021 and 2020, no single customer represented more than 10% of accounts receivable, and during the years ended December 31, 2021 and 2020, no single customer represented more than 10% of the Company’s total revenue. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021, and 2020, the Company’s cash equivalents consisted of money market accounts. Restricted Cash As of December 31, 2021 and 2020, restricted cash consists of fully collateralized letters of credit related to the Company’s Drivy acquisition (Note 4 — Contingent Compensation) and various lease agreements in the amount of $3,950,000 and $14,400,000 for December 31, 2021 and 2020, respectively. The reduction in restricted cash balance is driven entirely by the settlement of liabilities that were collateralized by outstanding letters of credit. The remaining restricted cash balance is associated with lease agreements. Fair Value Measurements The Company measures fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 — Level 2 — Level 3 — A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under specific customer agreements and/or contracts. Payment terms vary with each customer, but the majority of contracts provide for payment within 30 to 45 days of invoice date, and no discounts are offered. The allowance for doubtful accounts is determined based upon a specific identification of balances, the collection of which, in management’s opinion, is doubtful. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. After all attempts to collect a receivable have failed, the receivable is written-off Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line Property and Equipment Estimated Useful Life Furniture and fixtures 3 Computer equipment 2 Completed Connect devices 2 Vehicles 3 Leasehold improvements Shorter of estimated useful life Expenditures for maintenance and repairs are charged to expense as incurred and major improvements and betterments that improve or extend the life of existing properties and equipment are capitalized. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from the accounts. Liabilities related to lease incentive obligations are amortized as lease expense over the term of the related lease. Goodwill and Other Intangible Assets Goodwill is the excess of costs over fair value of net assets of the business acquired. Goodwill and other intangible assets acquired that are determined to have an indefinite useful life are not amortized but are tested for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill and other intangible assets might be impaired. For goodwill, the Company performs impairment reviews by its single reporting unit. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not There have been no impairments of goodwill for the years ended December 31, 2021 and 2020. The change in balance between periods is solely a result of fluctuations in foreign currency exchange rates. Impairment of Long-Lived Assets Definite-lived intangible assets are acquired intangible assets and are recognized at the acquisition date fair value. Definite-lived intangible assets are reviewed for impairment under the long-lived asset model, described below. Amortization is recognized using the straight-line method over estimated useful lives of the assets of one Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. On November 15, 2021, Getaround recognized an impairment to write-off During the first quarter of 2021, Getaround recognized an impairment to write-off There were no impairments of long-lived assets or of definite-lived intangible assets for the year ended December 31, 2020. Accrued Host Payments and Insurance Fees Accrued host payments represent the portion of user rental fees earned but not remitted to vehicle owners as of the consolidated balance sheet date. Accrued insurance fees represent the portion of insurance fees collected on behalf of the insurance provider as of the consolidated balance sheet date, but not yet remitted to the insurance provider as of the consolidated balance sheet date. Vehicle owners earn 60% to 70% of rental fees. As of December 31, 2021, and 2020, accrued host payments and insurance fees were $13,384,000 and $12,105,000, respectively. Revenue Recognition The Company derives substantially all of its revenue from its peer-to-peer Under ASC 606, revenue is recognized when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Each component of revenue is recognized net of any incentives and other considerations given to customers. The Company excludes all sales tax from the transaction price. Service Revenue Service revenues are derived from rental fees collected by the Company from users who book and rent third-party vehicles through the Company’s platform at an agreed-upon rate. The user is charged for the rental at the time the vehicle reservation is made, or, in the case of a trip extension, at the time the extension is booked. Pursuant to the online Terms of Service, third-party vehicle owners agree that the Company retains the applicable service revenue as consideration for their use of the Company’s platform and certain additional charges that the Company may collect from renters on behalf of the owners for related post-booking activities performed by the Company to successfully consummate the rental. Hence, the Company’s primary performance obligation in the transaction is to facilitate the completion of a successful rental transaction between the third-party vehicle owner and the renter. The Company also may offer ancillary promises of distinct service depending on the region. Within the United States, the Company offers an automatic tolling feature on each third-party vehicle, which provides the renter with the convenience of using the electronic toll lane for automated payment at the renter’s discretion and charges a nominal amount in exchange per toll transaction. The automatic tolling feature is deemed to be a distinct performance obligation within the context of the primary rental service. Within Europe, the Company intermediates a sale of third-party insurance coverage on third-party owner vehicles to the renters during the booking process and charges a nominal amount in exchange for intermediating the sales transaction. Intermediary sale of insurance coverage is deemed to be a distinct performance obligation within the context of the primary rental service. Within the United States, insurance coverage is not deemed to be a distinct performance obligation and is included in the price of a trip. Service revenues for rental service are presented net of payments due to vehicle owners, as the Company acts as an agent in the arrangement between the third-party vehicle owner and the renter and does not control the asset or service provided by the vehicle owners to the renters. Similarly, the revenue related to either automated tolling feature or intermediary sale of insurance coverage is also reported on a net basis by only representing the portion of service revenue while excluding the payment collected for the toll or for the insurance coverage since the Company is not the primary obligor for controlling the accessibility to the passageway that requires tolls or for the underlying insurance coverage. The Company recognizes service revenue from these performance obligations on a straight-line straight-line Subscription Fees The Company receives subscription fees from third-party vehicle owners on the platform for the use of Connect devices installed on their vehicles. Connect device subscription service contracts are on a month-to-month Lease Revenue The Company accounts for lease revenue earned from parking, vehicle rentals and rental-related activities wherein an arrangement involves the use of assets that are explicitly identified and conveys the right to use the specific assets under ASC Topic 840. The Company has operating leases for parking spaces. Designated parking spaces are leased by the Company from various garage operators and municipalities within certain metropolitan markets and are made available for rental on a monthly subscription basis to third-party vehicle owners. The Company is solely responsible for paying parking costs to the garage operators regardless of whether the parking spaces are rented by third-party vehicle owners on the platform and accordingly recognizes parking lease revenue on a gross basis. Parking lease revenue includes direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. Prior to 2021 the Company had service revenue from leased vehicles. The Company collected lease revenue from users who booked and rented the Company’s own leased vehicles at an agreed-upon rate. These vehicles were leased by the Company as a dedicated fleet to be utilized by the users on the platform. The Company was solely responsible for paying vehicle lease costs to the lessor regardless of whether the vehicles were booked for use by guests on the platform and accordingly recognized vehicle lease revenue on a gross basis. Vehicle fleet lease revenue included direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. Additionally, the Company offered an automatic tolling feature on each of its vehicles, which provided the renter with the convenience of using the electronic toll lane for automated payment at the renter’s discretion and charged a nominal amount in exchange per toll transaction when used. Non-lease Non-lease In 2020, the Company ended its lease arrangement and no longer generates revenue from vehicle leases. The Company’s lease revenue now consists only of revenue generated from the leasing of parking spaces. Stock-Based Compensation The Company measures compensation expense for all stock-based payment awards, including stock options and restricted stock units (RSUs) granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant-date Costs and Expenses Cost of revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating the Company’s platform. Cost of revenue does not include depreciation and amortization. Sales and marketing expenses consist primarily of print and online digital advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of the Company’s salesforce and marketing teams. Operations and support expenses consist primarily of auto insurance, claims support, customer relationships, compensation and related expenses of operations personnel, driver’s license and identity checks, parking space lease expense, onboarding, vehicle lease expenses and other operating costs. For the years ended December 31, 2021 and 2020, respectively, auto insurance costs were $1,747,000 and $2,304,000, claims support costs were $17,579,000 and $24,066,000, and compensation expenses were $13,074,000 and $17,239,000. Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of the Company’s software, hardware, and user experience. Compensation expenses included in Technology and product development expenses were $17,677,000 and $17,372,000 for the years ended December 31, 2021 and 2020, respectively. Research and development expenses within the meaning of ASC 730-10-50-1 incurred in periods presented have not been material. General and administrative expenses consist primarily of office space and facilities, non-auto Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. Advertising Costs Advertising costs are charged to sales and marketing expenses when incurred. Advertising costs were $10,888,000 and $1,602,000 for the years ended December 31, 2021 and 2020, respectively. Income Taxes The Company is subject to taxation in the United States and various states and foreign jurisdictions, including the Netherlands, France, and Norway. The Company accounts for income taxes in accordance with ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. As of December 31, 2021 and 2020, there were no uncertain tax positions that required accrual. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as a component of the provision for income taxes. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the years ended December 31, 2021 and 2020. The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. Foreign Currency Translation The functional currencies of the Company’s foreign subsidiaries are their respective local currencies. The Company translates the assets and liabilities of each of its international subsidiaries into the U.S. dollar at the current rate of exchange in effect at the end of the accounting period and recorded as part of a separate component of stockholders’ deficit and reported in the consolidated statements of operations and comprehensive loss. Revenues and expenses are translated using a rate that approximates the average of those in effect during the period and reported in the consolidated statements of operations and comprehensive loss. in The Company does not currently engage in any hedging activity to reduce its potential exposure to currency fluctuations. Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases 2016-02 on-balance right-of-use 2016-02 In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) 2016-13 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 removes In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40) periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Topic 470-50), 815-40), |
Interprivate II Acquisition Crop [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K There have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our condensed financial statements and related notes. Reclassifications Certain reclassifications were made to the prior period balances to conform to the current period presentation. These reclassifications do not restate the prior period financial statements and are for presentation purposes only. Liquidity and Financial Condition As of September 30, 2022 the company had cash of $40,119 and a working capital deficit of $6,164,771. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. The Sponsor is authorized to issue to up to $1.5M to the Company through a Working Capital Loan. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. The Company has a termination date of less than one year from the issuance of this report. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements and compliance with new or revised financial accounting standards that are applicable to other public companies. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were invested in U.S. Treasury Bills. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Accordingly, at September 30, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company’s effective tax rate was 1,191.30% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 315.73% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nin On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Months Ended September 30, 2022 2021 2022 2021 Ordinary shares subject to possible redemption Numerator: Net loss attributable to Class A common stock subject to possible redemption $ (197,608 ) $ (12,312 ) $ (175,128 ) $ (2,055,494 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject 25,875,000 25,875,000 25,875,000 25,875,000 Basic and Diluted net loss per share, Redeemable Ordinary Shares $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) Non-Redeemable Numerator: Net loss $ (248,537 ) $ (15,485 ) $ (220,264 ) $ (2,585,255 ) Less: Net loss attributable to Class A common stock subject to possible redemption 197,608 12,312 175,128 2,055,494 Net loss attributable to Class A common stock not subject to possible redemption (50,929 ) (3,173 ) (45,136 ) (529,761 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, non-redeemable 6,668,750 6,668,750 6,668,750 6,668,750 Basic and diluted net loss per share, Non-redeemable $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K S-X Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Liquidity and Capital Resources On March 9, 2021, the Company consummated the Public Offering of 25,875,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000. Simultaneously with the closing of the Public Offering, the Company consummated the sale of 4,616,667 private placement warrants at a price of $1.50 per private placement warrant in a private placement to the Sponsor and EarlyBirdCapital, generating gross proceeds of $6,925,000. For the year ended December 31, 2021, cash used in operating activities was $1,126,564. Net loss of $2,619,935 was affected by a non-cash As of December 31, 2021, the Company had marketable securities held in the Trust Account of $258,821,242 (including $104,868 of interest income and unrealized gains consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by the Company to pay taxes. Through December 31, 2021, the Company has not withdrawn any interest earned from the Trust Account. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete its business combination. To the extent that the capital stock or debt is used, in whole or in part, as consideration to complete the Company’s business combination, the r emaining As of December 31, 2021, the Company had cash of $120,785. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a business combination, the Company would repay such loaned amounts. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. As of December 31, 2021 and March 9, 2021, the Private Placement Warrants were accounted for as liabilities, and the Public Warrants were accounted for as temporary equity (see Note 8). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital 815-40-15-7D, Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended Ordinary shares subject to possible redemption Net loss allocable to Class A common stock subject to possible redemption $ (2,018,670 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 21,125,342 Basic and Diluted net income per share, Redeemable Ordinary Shares $ (0.10 ) Non-Redeemable Numerator: Net loss $ (2,619,935 ) Less: Net loss attributable to Class A common stock not subject to possible redemption 2,018,670 Net loss attributable to Class A common stock not subject to possible redemption (601,265 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, ordinary shares 6,292,226 Basic and diluted net loss per share, ordinary shares $ (0.10 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Interprivate II Acquisition Crop [Member] | ||
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING There have been no changes to the public offering amounts previously disclosed in the December 31, 2021 financials. As of September 30, 2022, cash of $40,119 was held outside of the Trust Account and was available for working capital purposes. | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fifth Transaction costs amounted to $5,787,651, consisting of $5,175,000 of underwriting fees and $612,651 of other offering costs. As of December 31, 2021, cash of $120,785 was available for working capital purposes. |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Interprivate II Acquisition Crop [Member] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT There have been no changes to the private placement warrant disclosure since the December 31, 2021 financials. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 4,616,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $6,925,000 in the aggregate. The Sponsor purchased an aggregate of 3,850,000 Private Placement Warrants and EarlyBirdCapital purchased an aggregate of 766,667 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | 18. Related-Party Transactions In February 2021 the Company entered into nonrecourse promissory note agreements with two shareholders in order to facilitate cashless exercise of 10,446,645 options to purchase common stock. This arrangement resulted in no incremental share-based compensation expense. Please see Note 14 - Stock-based compensation for more details. During 2022, the Company issued a total of $31,800,000 in Bridge Loans to multiple parties, including to an immediate family member of management in full settlement of the liability from the related party advance on financing in the amount of $4,750,000. Total amount of financing via Bridge Loan provided by the immediate family member of management was $10,000,000. Please see Note 9 - Notes Payable for more details. | 19. Related-Party Transactions In December 2019, the Company received $3,500,000 from Sam Zaid, Chief Executive Officer and Board member. The cash received by the Company was intended as a temporary, interest-free loan. In February 2020, this loan was settled in connection with the subordinated purchase financing (securities) (see Note 11 — Notes Payable and Note 14 — Mezzanine Equity and Stockholders’ Deficit). In February 2021 the Company entered into nonrecourse promissory note agreements with Sam Zaid, Chief Executive Officer and Board member, as well as with another stockholder in order to facilitate cashless exercise of 10,446,654 options to purchase common stock. This arrangement resulted in no incremental share-based compensation expense during the period. Please refer to Note 15 — Stock-Based Compensation for additional details regarding these agreements. Additionally, in 2015, 2018 and 2019 the Company entered into note receivable agreements (collectively the Stockholders Notes) with Sam Zaid and two other of the Company’s founders. The Stockholders Notes have been recorded as a component of stockholders’ equity (deficit) as of December 31, 2021 and 2020. Please refer to Note 15 — Stock-Based Compensation for additional details regarding these agreements. |
Interprivate II Acquisition Crop [Member] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On February 4, 2021, the Sponsor transferred an aggregate 90,000 Founder Shares to the Company’s independent directors, resulting in the Sponsor holding 5,660,000 Founder Shares. On March 4, 2021, the Company effected a 1.125-for-1 of which were held by the Sponsor. On November 22, 2021, the Sponsor transferred 30,000 Founder Shares to a newly appointed independent director of the Company, resulting in the Sponsor holding 6,348,750 Founder Shares. The aggregate value of the 120,000 Founder Shares transferred to the independent directors will be recorded as compensation expense at the time of a Business Combination. The initial grant was deemed de minimis and the second grant in November 2021 is estimated at $9.79 per share, approximately $300,000. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares were subject to forfeiture. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company recorded $30,000 and $30,000, respectively, in fees for these services. For the nine months ended September 30, 2022 and 2021, the Company recorded $90,000 and $70,000, respectively, in fees for these services. As of September 30, 2022 and December 31, 2021, the service fee payable was $0, respectively. Payments were reimbursed through the related party payable on the accompanying condensed balance sheets. Convertible Promissory Note — Related Party On March 31, 2022, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In addition, as the Company incurs operating expenses, these fees are paid by InterPrivate LLC, and InterPrivate LLC is subsequently reimbursed by the Company for the full amount paid. As of September 30, 2022 and December 31, 2021, the Company had $439,279 and $50,320 in related party payables outstanding, respectively. The increase is primarily due to increased invoices paid by the LLC on behalf of InterPrivate II for operations. Services Agreement The Company entered into an agreement, pursuant to which the Company will pay its Vice President a total of $ per month for assisting the Company in negotiating and consummating an initial Business Combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For the three months ended September , and , the Company incurred $ and $ in fees, respectively, for these services. For the nine months ended September , and , the Company incurred $ and $ in fees, respectively, for these services. As of September , and December , , the service fee payable was $ and $ , respectively. Payments were reimbursed through the related party payable on the accompanying condensed balance sheets. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On March 4, 2021, the Company effected a 1.125 for 1 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year 30-trading one-year Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred and paid $100,000 in fees for these services. Promissory Note — Related Party On January 13, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In addition, as the Company incurs operating expenses, these fees are paid by InterPrivate LLC and subsequently reimbursed for the full amount paid. As of December 31, 2021 the Company had $50,320 related party payables. Services Agreement The Company entered into an agreement, pursuant to which the Company will pay its Vice President a total of $10,000 per month for assisting the Company in negotiating and consummating an initial Business Combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred and paid and $100,000 in fees for these services. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses and other current assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Advertising services $ 199 $ 699 Rent 86 459 Compensation 91 120 Sales taxes 341 1,440 Subscriptions 772 1,061 Parking 85 72 Legal services 16 16 Insurance 193 644 Recruiting services — 54 Consulting 2,921 27 Contract assets 628 681 Owners compensation 730 — Other 973 617 Prepaid Expenses and Other Current Assets $ 7,035 $ 5,890 | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Advertising services $ 699 $ 158 Rent 459 530 Compensation 120 418 Sales taxes 1,440 1,078 Subscriptions 1,061 886 Parking 72 82 Legal services 16 8 Insurance 644 253 Recruiting services 54 112 Consulting 27 87 Other 1,178 518 Prepaid Expenses and Other Current Assets $ 5,770 $ 4,130 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): December 31, 2021 2020 Computer equipment $ 841 $ 909 Vehicles and vehicle equipment 1,457 3,120 Office equipment and furniture 1,253 1,260 Leasehold improvements 11,534 11,547 Less: accumulated depreciation and amortization (4,354 ) (4,399 ) Property and Equipment, Net $ 10,731 $ 12,437 Depreciation expense was $2,524,000 and $4,624,000 for the years ended December 31, 2021 and 2020, respectively. During the first quarter of 2021, Getaround recognized an impairment of $381,000 within Depreciation and amortization on the consolidated statement of operations to write off the unused property and equipment. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | 11. Commitments and Contingencies Commitments As of September 30, 2022, there were no material changes outside the ordinary course of business to the Company’s commitments, as Legal Proceedings From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non-compliance 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 low-end 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 As of September 30, 2022, and December 31, 2021, the Company had accrued $1,245,000 and $1,332,000 respectively related to various pending claims and legal actions. The Company does not believe that a material loss in excess of accrued amounts is reasonably possible. | 12. Commitments and Contingencies Operating Leases Office leases The Company leases offices under non-cancelable Vehicle leases In April 2018, the Company entered into a lease arrangement through its wholly owned subsidiary, Conveyance, with a lessor to lease multiple vehicles. The Company accounted for these as operating leases. Each of the vehicles leased pursuant to the lease agreement had a scheduled term of 12 months from the date of delivery to the Company; however, it can be extended for up to 96 months based on the type of vehicle. Vehicles can be returned at any point between the scheduled term and the maximum intended term. Upon return of the vehicle to the lessor, the lessor shall sell each vehicle in the wholesale market within 60 days after surrender. If the net proceeds are less than the Residual Floor, defined as 17% of the capitalized cost of the vehicle if returned at 12 months or 13% of the remaining depreciated value at the time of surrender if returned after 12 The vehicles were made available on the Company’s platform in connection with its dual-use Dual-use In April 2020, the Company returned all leased vehicles to the lessor. The Company incurred $26,631,000 in lease payments during 2020 and as of December 31, 2020, accrued an additional liability of $2,933,000 to satisfy and terminate the existing vehicle master lease agreement. During the year ended December 31, 2021, the Company settled a portion of the liability with the issuance of 327,991 shares of common stock with a fair value of $1,099,000. As of December 31, 2021, the Company had a remaining liability of $275,000 related to the termination of the vehicle master lease agreement in 2020. The additional payment is intended to compensate the Lessor for the difference between the Residual Floor and the net proceeds, as previously defined. Rental expense related to these vehicles was $22,627,000 for the year ended December 31, 2020. Future minimum lease payments The future minimum lease payments under operating leases as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 Legal Proceedings From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non-compliance 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 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 present. Based upon the Company’s investigation, the Company does not believe the plaintiff’s claims against the Company are valid. However, litigation is unpredictable and there can be no assurances the Company will obtain a favorable final outcome or be able to avoid unfavorable preliminary or interim ruling. As of December 31, 2020, no accrual was recoded as the amount of loss, or range of any losses, that could result from this matter was not reasonably estimable, and the likelihood of this matter resulting in material loss contingencies was reasonably possible. As of December 31, 2021, the Company was able to reasonably estimate the amount of loss, or range of losses, that could result from this matter and recorded an accrual for $200,000. As of December 31, 2021 and 2020, the Company had accrued $1,332,000 and $777,000, respectively, related to various pending claims and legal actions. The Company does not believe that a material loss in excess of accrued amounts is reasonably possible. |
Interprivate II Acquisition Crop [Member] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Representative Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) have registration rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement In conjunction with the Initial Public Offering, the Company entered into a Business Combination Marketing Agreement (the “BCMA”) under which the Company engaged Morgan Stanley and EarlyBirdCapital as advisors in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to On July 5, 2022, Morgan Stanley entered into a letter agreement with the Company and EarlyBirdCapital that amended the BCMA by (i) removing Morgan Stanley as a party to the BCMA and releasing it from its obligations thereunder; (ii) stating that Morgan Stanley would no longer have any rights, benefits, liabilities or obligations thereunder; (iii) reducing the fee payable thereunder from 3.5% to 1.75% of the gross proceeds of the Initial Public Offering (such reduced amount totaling $4,528,125), which becomes payable solely to EarlyBirdCapital on the condition that the Company successfully completes a business combination transaction; and (iv) obligating the Company to indemnify Morgan Stanley for any claims arising out of the letter agreement and to continue to indemnify Morgan Stanley as provided under the BCMA. As a result of such letter agreement, Morgan Stanley is no longer required to perform any services under the BCMA and is not entitled to receive any compensation thereunder. The letter agreement did not amend the provision of the BCMA which provides that the full amount of the original BCMA Fee (totaling $9,056,250) will be returned to the Public Stockholders upon the Company’s liquidation if the Company does not consummate a Business Combination within 24 months of the Initial Public Offering (or any extension thereof). | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Representative Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) have registration rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged Morgan Stanley and EarlyBirdCapital as advisors in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Morgan Stanley and EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $9,056,250 (exclusive of any applicable finders’ fees which might become payable). |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Interprivate II Acquisition Crop [Member] | |
Stockholders' Deficit | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one as-converted one-for-one |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 14. Stock-Based Compensation Restricted Stock Units Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, 2,090,865 $ 2.34 RSUs granted 634,000 1.28 RSUs vested (810,967 ) 2.52 RSUs canceled (206,035 ) 1.87 Balance, 1,707,863 $ 1.91 Stock-Based Award Activity Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, (1) 27,058,484 $ 1.04 8.21 $ 6,889 Options granted 3,166,600 1.26 9.48 1,116 Options exercised (176,463 ) 0.70 2.20 144 Options expired (548,548 ) 0.96 — 376 Options forfeited (1,329,159 ) 1.24 — 606 Balance, 28,170,914 1.07 7.77 11,858 Vested and Exercisable, September 30, 2022 7,697,082 $ 0.89 6.71 $ 6,233 Vested and Exercisable and Expected to Vest, September 30, 2021 28,170,914 $ 1.07 7.77 $ 11,858 (1) The number of options exercised excludes the common stock options that were legally exercised in exchange of the nonrecourse promissory notes during the year ended December 31, 2021. In February 2021 the Company entered into nonrecourse promissory note agreements with two shareholders in order to facilitate cashless exercise of 10,446,645 options to exercise common stock, at the originally granted price per share, in exchange for a promissory note in the principal amount of $21,261,000. As the promissory note was nonrecourse, (i) this legal exercise of stock options with a promissory note was not considered a substantive exercise for accounting purposes and instead was accounted for as if it were a stock option grant and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. The legal issuance of the nonrecourse promissory notes resulted in a modification to the stock option, however no additional stock-based compensation expense was recognized related to this award, based on the grant-date fair value of the award and the fair value at the date of modification, which was determined using the Black-Scholes option-pricing model. Please see Note 18 – Related-party transactions. The Company recognized stock-based compensation expense related to stock options of $ and $ for the nine months ended September 30, 2022 and 2021, respectively, which was included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Nine months ended September 30, 2022 2021 Sales and marketing $ 731 $ 1,533 Operations and support 729 947 Technology and product development 988 2,276 General and administrative 1,526 3,163 Total $ 3,974 $ 7,919 On January 22, 2021, the board of directors authorized the amendment of all stock options previously granted with an exercise price per share greater than the current fair market value to be repriced to the Company’s current fair market value per share. Optionees had the choice to amend options from January 28, 2021 through February re-pricing re-pricing As of September 30, 2022, there was $11,634,00 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 2.54 years. The Company recognized stock-based compensation expense related to RSUs of $971,000 and $1,501,000 for the nine months ended September 30, 2022 and 2021, respectively, which was included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Nine months ended September 30, 2022 2021 Sales and marketing $ 181 $ 252 Operations and support 187 313 Technology and product development 395 666 General and administrative 208 270 Total $ 971 $ 1,501 As of September 30, 2022, there was $2,699,000 of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.43 years. Management Alignment Plan In September 2020, the Company adopted a Management Alignment Plan, which, in the event of change in control, provides certain Company founders and certain critical service providers with an option to receive bonus payments in connection with that event. Management Alignment Plan contemplates a total of 1,200 participating units with value equal to the lesser of (a) 6% of the value of a transaction that gives rise to the change in control event, and (b) $15,000,000. Each unit shall have equal individual value. No amounts have been accrued for potential payments under the Management Alignment Plan as of September 30, 2022 and December 31, 2021 as a change in control was not deemed probable. Early Exercise of Nonvested Options At the discretion of the board of directors, certain options may be exercisable immediately at the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to full vesting. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The liabilities are reclassified into equity as the awards vest. As of September 30, 2022 and December 31, 2021, there were no early-exercised options. | 15. Stock-Based Compensation 2010 Stock Plan In November 2011, the Company amended and restated the 2010 Stock Plan (the 2010 Plan). The 2010 Plan provides for the granting of shares of restricted common stock and options to purchase shares of common stock to employees and consultants of the Company. The maximum number of common shares reserved and available for issuance under the plan is 14,684,597 shares. Options granted under the 2010 Plan may be either incentive stock options (ISOs) or nonqualified stock options (NSOs). ISOs may be granted only to employees (including officers and directors). NSOs may be granted to employees and consultants. Stock options granted under the 2010 Plan expire within ten years from the date of grant. The exercise price of ISOs and NSOs shall not be less than 100% of the fair value of the common shares on the date of grant, as determined by the Company’s board of directors. Stock options generally vest over a period of five years from the date of grant base on continued service. Restricted Stock Units Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, 1,001,898 $ 1.94 RSUs granted 1,859,600 2.48 RSUs vested (445,020 ) 2.01 RSUs canceled (325,613 ) 2.36 Balance, 2,090,865 $ 2.34 Each restricted stock unit represents the right to receive one share of the Company’s common stock upon vesting. The fair value of these RSUs was calculated based upon the Company’s common stock value on the date of grant, and the stock-based compensation expense is being recognized over the vesting period of three years. The remainder of this page intentionally left blank. Stock Options Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, 25,200,540 $ 1.04 8.29 $ 1,046 Options granted 8,755,252 1.25 8.39 3,435 Options exercised (1) (2,324,444 ) 0.76 7.53 6,082 Options expired (345,912 ) 0.77 — 183 Options forfeited (4,226,952 ) 0.73 — 2,445 Balance, 27,058,484 $ 1.04 8.21 $ 6,889 Vested and Exercisable 6,611,245 $ 0.78 7.02 $ 3,268 Vested and Exercisable and Expected to Vest 27,058,484 $ 1.04 8.21 $ 6,889 (1) The number of options exercised excludes the common stock options that were legally exercised in exchange of the nonrecourse promissory notes during the year ended December 31, 2021. The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The total intrinsic value for stock options exercised during the years ended December 31, 2021 and 2020 was $6,082,000 and $31,000, respectively. The fair value of awards vested during the years ended December 31, 2021 and 2020 was $14,648,000 and $2,073,000, respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2021 and 2020 was $1.02 and $0.87, respectively. On January 22, 2021, the board of directors authorized the amendment of all stock options previously granted with an exercise price per share greater than the current fair market value to be repriced to the Company’s current fair market value per share. Optionees had the choice to amend options from January 28, 2021 through February 26, 2021. Select employees elected to amend the options subject to the repricing that became effective on February 26, 2021. The re-pricing re-pricing In February 2021 the Company entered into nonrecourse promissory note agreements with two shareholders in order to facilitate cashless exercise of 10,446,654 options to exercise common stock, at the originally granted price per share, in exchange for a promissory note in the principal amount of $21,261,000. As the promissory note was nonrecourse, (i) this legal exercise of stock options with a promissory note was not considered a substantive exercise for accounting purposes and instead was accounted for as if it were a stock option grant, and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. The legal issuance of the nonrecourse promissory notes resulted in a modification to the stock option, however no additional stock-based compensation expense was recognized related to this award, based on the grant-date fair value of the award and the fair value at the date of modification, which was determined using the Black-Scholes option-pricing model. Please see Note 19 — Related-party transactions. Valuation Assumptions The Company measures compensation expense for all stock-based payment awards based on the estimated fair value on the date of the grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model utilizing the assumptions noted below: Fair Value of Common Stock — Expected Volatility — Expected Term — stock-based stock-based Risk-Free Interest Rate — zero-coupon risk-free rate. Expected Dividends — December 31, 2021 2020 Expected volatility (%) 80.7 58.0 Risk-free interest rate (%) 1.0 0.1 Expected dividend yield — — Expected term (years) 6.1 6.0 The Company recognized stock-based compensation expense related to stock options of $9,656,000, and $1,737,000 for the years ended December 31, 2021 and 2020, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended December 31, 2021 2020 Sales and marketing $ 1,805 $ 307 Operations 1,217 282 Technology and product development 2,729 432 General and administrative 3,905 716 Total $ 9,656 $ 1,737 As of December 31, 2021, there was $12,244,000 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 3.1 years. The Company recognized stock-based compensation expense related to RSUs of $1,812,000 and $908,000 for the years ended December 31, 2021 and 2020, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended December 31, 2021 2020 Sales and marketing $ 305 $ 164 Operations 378 197 Technology and product development 800 425 General and administrative 329 122 Total $ 1,812 $ 908 As of December 31, 2021, there was $3,691,000 of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.5 years. Management Alignment Plan In September 2020, the Company adopted a Management Alignment Plan, which, in the event of change in control, as defined in Treasury Regulation Section 1.409A-3(i)(5)(i), Early Exercise of Nonvested Options At the discretion of the board of directors, certain options may be exercisable immediately at the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to full vesting. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The liabilities are reclassified into equity as the awards vest. As of December 31, 2021, and 2020, there were no early-exercised options. Stockholder Notes In 2015, the Company entered into note receivable agreements with three of the Company’s founders for a total of $478,000 (2015 Stockholder Notes). The 2015 Stockholder Notes accrue interest at an annual rate of 1.59% and have a maturity date of December 11, 2020. As of December 31, 2021, the 2015 Stockholder Notes are considered payable on demand. The 2015 Stockholder Notes are collateralized by 1,103,077 shares of the Company’s common stock previously held by the founders. In connection with the Stockholder Notes, the Company agreed to enter into a call option with the founders, whereby the Company paid a total of $22,000 for the right to purchase a total of 310,212 shares of the Company’s common stock from the founders for a purchase price of $1.54 per share plus an additional $0.002 per share per month through the exercise period. The call option can be exercised any time between December 11, 2017 and December 11, 2020. As of December 11, 2020 these options expired without being exercised. In September 2018, the Company entered into a loan, pledge and option agreement with two co-founders co-founders co-founders In November 2019, the Company entered into a loan, pledge and option agreement with a founder and Board member of the Company for a total of $5,590,000 (2019 Stockholder Note). The 2019 Stockholder Note accrues interest at an annual rate of 1.59% and has a maturity date of November 18, 2026. The 2019 Stockholder Note is collateralized by 2,432,199 shares of the Company’s common stock previously held by the founder. In connection with the Stockholder Note, the Company agreed to enter into a call option with the founder, whereby the Company paid a total of $410,000 for the right to purchase a total of 631,579 shares of the Company’s common stock from the founder for a purchase price of $8.85 per share plus an additional $0.01 per share per month through the exercise period. The call option can be exercised any time between November 18, 2021 and November 18, 2026. The 2015 Stockholder Notes, 2018 Stockholder Notes, 2019 Stockholder Notes (collectively the Stockholders Notes) have been recorded as a component of stockholders’ equity (deficit) as of December 31, 2021 and 2020. Equity classification of the Stockholder Notes is pursuant to ASC 505 — Equity, considering the absence of substantial evidence of ability and intent of the counterparty to pay the notes within a reasonably short period of time. Additionally, the Company holds a call option, but not an obligation to repurchase a certain number of shares from the holder at a specified price in the future and as such, the call option is not considered a mandatorily redeemable instrument. Furthermore, the call option is not legally detachable from the Stockholder Note agreements and is therefore not considered separable from that contract and not accounted for separately. |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | 15. Warrants Convertible Redeemable Preferred Stock Warrants During the nine months ended September 30, 2022, 248,877 Series E-3 E-3 previously recorded as a warrant liability was converted to equity (See Note 13 - Mezzanine Equity and Stockholders’ Deficit). During the nine months ended September 30, 2022, 300,000 Series B warrants to purchase shares of Series B convertible redeemable preferred stock were exercised via a cashless exercise pursuant to the original contractual terms. Upon exercise the company received $0 in cash with $240,000 previously recorded as warrant liability was converted to equity (See Note 13 - Mezzanine Equity and Stockholders’ Deficit). | 16. Warrants Please refer to the table below for detail of warrant liability by type of warrant (in thousands): Year ended December 31 2021 2020 Common stock warrants $ 337 $ 277 Series B warrants 297 219 Series E-2 warrants 19,379 13,618 Series E-3 warrants 27,944 21,395 Horizon warrants 547 241 Total $ 48,504 $ 35,750 Number of outstanding warrants as of December 31, 2021 and 2022 was as follows: Year ended December 31 2021 2020 Common stock warrants 230,976 230,976 Series B warrants 300,000 300,000 Series E-2 warrants 11,674,564 11,347,752 Series E-3 warrants 16,833,619 17,829,543 Horizon warrants 651,042 651,042 Common Stock Warrants In 2013 and 2014, the Company issued warrants to purchase 60,000 and 15,000 shares of common stock with exercise prices of $0.32 and $0.58 per share, respectively. The warrants are fully exercisable and expire ten years after issuance. The Company determined that these common stock warrants should be equity-classified. In July 2018, the Company entered into a Loan and Security Agreement with a lender for an $8,000,000 secured note payable. In connection with the Loan and Security Agreement, the Company issued a warrant to purchase 48,377 shares of the Company’s common stock for $1.05 per share. The Company determined that this warrant should be equity-classified and was valued at $29,000 using the Black-Scholes pricing model. The warrants are fully exercisable and expire ten years after issuance. In September of 2020, the Company issued the 2020 Convertible Promissory Notes (see Note 11 — Notes Payable). In connection with the 2020 Convertible Promissory Notes, the Company issued warrants to purchase 3,438,950 0.001 3,207,974 Convertible Redeemable Preferred Stock Warrants In connection with the Company’s Loan and Security Agreement in 2016, the Company issued a warrant to purchase up to 300,000 shares of Series B convertible redeemable preferred stock at an exercise price of $1.6118 per share. The warrants were immediately exercisable and expire in 2022. At issuance, the Company estimated the Series B warrant’s fair value and recorded $107,000 as a reduction to the balance of the note payable. The Company has determined that its Series B convertible redeemable preferred stock and warrants should be liability-classified. In November 2019, in connection with Series D-3 D-3 one-to-one D-3 D-3 one-to-one D-3 The Company had the following warrant issuance events during 2020: Event E-2 E-3 Series E-2 11,072,394 — Series E-2 6,982,108 — Series E-3 E-2 — 17,829,543 Total 18,054,502 17,829,543 Each warrant issue is for the respective listed series of convertible redeemable preferred stock. Upon issuance, the warrants to purchase shares of Series E-2 E-3 During the year ended December 31, 2020, 6,706,750 warrants to purchase shares of Series E-2 During the year ended December 31, 2021, the Company issued 404,409 Series E-2 E-2 ten E-2 E-3 |
Interprivate II Acquisition Crop [Member] | ||
Warrants | NOTE 7. WARRANTS no 10-K. | NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Public Warrants are accounted for as a component of temporary equity. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, 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 to each warrant holder; and • if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 80% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable Representative Shares The Company issued to EarlyBirdCapital and its designees 200,000 shares of Class A common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $2,000,000 based upon the price of the Units issued in the Initial Public Offering. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases The Company leases corporate office facilities, short-term parking spaces and miscellaneous office equipment under operating lease agreements. The Company’s lease agreements have terms not exceeding eight years. The components of lease expense for the period ended September 30, 2022 are as follows (in thousands): Nine months ended September 30, 2022 Operating lease costs $ 2,476 Short term lease costs 1,763 Variable lease costs 614 Sublease income (1,058 ) Total Lease Costs $ 3,795 Other information related to leases for the nine months ended September 30, 2022 are as follows (in thousands): Nine months ended September 30, 2022 Operating cash flows used for lease liabilities $ 2,974 Right of use assets acquired under operating lease on the adoption of ASC 842 $ 14,341 Weighted-average remaining lease term (in years): 6.8 Weighted-average discount rate 11.6 % The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term. Future minimum payments under operating leases as of September 30, 2022, are as follows (in thousands): Year ending , From October 1, 2022 to December 31, 2022 $ 987 2023 4,041 2024 4,138 2025 4,235 2026 4,334 Thereafter 11,060 Total undiscounted future cash flows 28,795 Less: Imputed interest (8,866 ) Total $ 19,929 Supplemental Information for Comparative Periods Prior to the adoption of ASC 842, future minimum lease payments for noncancellable operating leases as of December 31, 2021 were as follows (in thousands): Year ending December 31 , 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
INCOME TAX | 12. Income Taxes The Company’s quarterly tax provision was calculated using a discrete approach, as allowed by ASC 740, Income Taxes, to calculate its interim income tax provision. The discrete method is applied when it is not possible to reliably estimate the annual effective tax rate. The Company’s benefit for income taxes was $547,000 for the nine months ended September 30, 2022, with an effective tax rate of 0.5%, and $797,000 for the nine months ended September 30, 2021 with an effective tax rate of 0.8%. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowances on the Company’s deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. 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 and penalties in its condensed consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. | 13. Income Taxes The U.S. and foreign components of income (loss) before provision for (benefit from) income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 United State s $ (105,821 ) $ (149,621 ) Foreign (14,713 ) (16,694 ) Loss Before Provision for Income Taxes $ (120,534 ) $ (166,315 ) The components of the provision for (benefit from) income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 Current: Federal $ — $ — State 9 2 Foreign 3 9 Total Current Tax Expense 12 11 Deferred: Federal — — State — — Foreign (483 ) (1,271 ) Total Deferred Tax Benefit (483 ) (1,271 ) Total Benefit from Income Taxes $ (471 ) $ (1,260 ) The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2021 and 2020: Year ended December 31, 2021 (%) 2020 (%) Federal statutory income tax rate 21.0 21.0 State income tax expense 3.5 8.9 Permanent tax adjustments (1.9 ) (0.6 ) Fair value adjustments (3.6 ) (1.9 ) Gain on debt extinguishment 1.2 — Change in valuation allowance (19.9 ) (26.8 ) Foreign rate differential 0.6 0.6 Other, net (0.5 ) (0.5 ) Effective Income Tax Rate 0.4 0.8 The components of deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 159,303 $ 142,964 Accruals and reserves 3,432 2,188 Other 6,014 3,042 Total Deferred Tax Assets 168,749 148,194 Less: valuation allowance (166,243 ) (143,578 ) Total Deferred Tax Assets, Net of Valuation Allowance 2,506 4,616 Deferred tax liabilities: Intangibles (3,937 ) (6,963 ) Other (278 ) — Total Deferred Tax Liabilities (4,215 ) (6,963 ) Net Deferred Tax Liabilities $ (1,709 ) $ (2,347 ) Based on available evidence, management believes it is not more-likely-than-not As of December 31, 2021, we had U.S. federal net operating loss (NOL) carryforwards of $15,468,000 that begin to expire in 2031 and $83,186,000 that have an unlimited carryover period. As of December 31, 2021, we had U.S. state NOL carryforwards of $35,652,000 that begin to expire in 2027 and $1,100,000 that have an unlimited carryover period. As of December 31, 2021, we had foreign NOL carryforwards of $884,000 that begin to expire in 2026 and $23,012,000 that have an unlimited carryover period. In general, under Sections 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change,” generally defined as a greater than 50 percentage point change by value in its equity ownership over a rolling three-year period, is subject to limitations on its ability to utilize its pre-change The Company does not record deferred taxes on the undistributed earnings of its non-U.S. non-U.S. non-U.S. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2021, all tax years are subject to examination by the respective taxing authorities. Generally, in the U.S. federal and state taxing jurisdictions, tax periods in which certain loss and credit carryovers are generated remain open for audit until such time as the limitation period ends for the year in which such losses or credits are utilized. The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no material unrecognized tax benefits as of December 31, 2021 and 2020. |
Interprivate II Acquisition Crop [Member] | ||
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: 12/31/2021 Deferred tax asset (liability) Net operating loss carryforward $ 30,226 Startup/Organization Expenses 397,294 Unrealized gain/loss (4,500 ) Total deferred tax assets 423,020 Valuation Allowance (423,020 ) Deferred tax asset (liability), net of allowance $ (0 ) The company’s provision (benefit) for income taxes is as follows: 12/31/2021 Federal Current expense/(benefit) $ — Deferred expense/(benefit) (423,020 ) State and Local Current — Deferred — Change in valuation allowance 423,020 Income tax provision expense/ (benefit) $ — In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period ended December 31, 2021, the change in the valuation allowance was $423,020. The Net Operating Loss (NOL) of $143,934 does not expire and can be carried forward indefinitely. 12/31/2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Deferred tax liability change in rate 0.00 % Transaction costs warrants -0.05 % Change in FV warrants -4.80 % Meals & entertainment 0.00 % Valuation allowance -16.15 % Income tax provision expense/(benefit) 0.00 % |
Mezzanine Equity and Stockholde
Mezzanine Equity and Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity And Stockholders Equity Note Disclosures [Abstract] | ||
Mezzanine Equity and Stockholders' Deficit | 13. Mezzanine Equity and Stockholders’ Deficit Convertible Redeemable Preferred Stock The authorized, issued and outstanding shares of convertible redeemable preferred stock and liquidation preferences were as follows (in thousands, except share amounts): September 30, 2022 Series Authorized Shares Issued and Outstanding Liquidation Carrying Series A 14,497,716 10,678,459 $ 10,918 $ 16,953 Series B 11,980,730 5,216,044 8,407 9,578 Series C 18,526,490 10,836,279 23,844 22,761 Series D 45,812,043 44,439,418 294,940 191,841 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,987,106 72,910 51,709 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,784,347 7 8,356 Series E-3 17,829,563 1,244,801 1 3,622 Total 186,388,450 125,817,855 $ 530,265 $ 411,016 December 31, 2021 Series Authorized Shares Issued and Liquidation Carrying Series A 14,497,716 10,678,459 $ 10,918 $ 16,953 Series B 11,980,730 5,119,213 8,251 9,338 Series C 18,526,490 10,836,279 23,844 22,761 Series D 45,812,043 44,439,418 294,940 191,841 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,987,106 74,939 51,709 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,784,347 7 8,356 Series E-3 17,829,563 995,924 1 3,214 Total 186,388,450 125,472,147 $ 532,138 $ 410,368 During the nine months ended September 30, 2022, 248,877 Series E-3 1:1 basis for Series E-3 1.64 per share based on the fair value as of September 30, 2022 (See Note 15 - 300,000 Series B warrants to purchase were exercised into 96,831 Series B convertible redeemable preferred stock at $ 2.47 per share based on the fair value as of the exercise date (See Note 15 - Warrants). Common Stock The issued and outstanding shares of common stock were as follows: September 30, 2022 December 31, 2021 Class B Non-Voting 285,937 285,937 Common Stock 61,204,103 57,297,091 Non-Voting 22,155,719 22,155,719 Total 83,645,759 79,738,747 During the nine months ended September 30, 2022, 176,463 common stock options were exercised and 810,967 RSUs vested in exchange for 987,430 shares of common stock. Additionally, in June 2022, 2,919,582 shares of common stock were issued to settle the outstanding contingent compensation liability associated with the put and call options structure related to the acquisition of Drivy in April 2019 (See Note 4 - Contingent Compensation). Shares of common stock reserved for future issuance are as follows (in whole shares): September 30, 2022 December 31, 2021 Convertible redeemable preferred stock 125,817,855 125,472,147 Stock options and restricted stock units outstanding 19,432,132 18,702,704 Warrants for convertible redeemable preferred stock 28,259,306 28,808,183 Warrants for common stock 374,353 354,353 Shares reserved for future award issuance 8,000,613 3,390,543 Contingent compensation put and call options — 2,919,582 Total Reserved 181,884,259 179,647,512 | 14. Mezzanine Equity and Stockholders’ Deficit Convertible Redeemable Preferred Stock The authorized, issued and outstanding shares of convertible redeemable preferred stock and liquidation preferences were as follows (in thousands, except share amounts): December 31, 2021 Series Authorized Shares Shares Issued and Liquidation Carrying Value Series A 14,497,716 10,678,459 $ 10,918 $ 16,953 Series B 11,980,730 5,119,213 8,251 9,338 Series C 18,526,490 10,836,279 23,844 22,761 Series D 45,812,043 44,439,418 294,940 191,841 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,987,106 74,939 51,709 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,784,347 7 8,356 Series E-3 17,829,563 995,924 1 3,214 Total 186,388,450 125,472,147 $ 532,138 $ 410,368 December 31, 2020 Series Authorized Shares Issued and Liquidation Carrying Series A 14,497,716 7,702,462 $ 7,875 $ 12,093 Series B 11,980,730 4,715,258 7,600 8,582 Series C 18,526,490 10,718,119 22,834 22,508 Series D 45,812,043 44,327,922 293,150 191,328 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,582,697 71,358 51,093 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,706,750 7 8,055 Series E-3 17,829,563 — — — Total 186,388,450 120,384,609 $ 522,062 $ 399,855 In September and October 2020, the Company received $42,200,000 from the sale of 11,072,394 shares of Series E convertible redeemable preferred stock (Series E) at $3.84 per share, net of issuance costs of $319,000. For each purchase of Series E convertible redeemable preferred stock, each investor received preferred stock warrants exercisable into Series E-2 one-to-one E-2 E-1 E-3 convertible redeemable preferred stock valued at $1.20 per share based on the fair value and treated as a warrant liability on our Consolidated Balance Sheet as of December 31, 2020 (see Note 16 — Warrants). In September 2020, in contemplation of the Series E financing, all outstanding 98,573,564 shares of convertible redeemable preferred stock (Prior Preferred) were converted into non-voting one-to-one non-voting one-to-one non-voting non-voting additional-paid-in non-voting non-voting non-voting In September 2020, the three convertible notes outstanding from June 2020 (see Note 11 — Notes Payable for further discussions) were converted into 6,982,108 shares of Series E convertible redeemable preferred stock based on a fair value of $2.96 per share, along with the issuance of 6,982,108 preferred stock warrants exercisable into series E-2 During September and October 2020, 6,706,750 Series E-2 E-2 In January, February, May, and April 2021, the Company received $1,528,000 from the sale of 404,409 shares of Series E convertible redeemable preferred stock (Series E) at $1.52 per share, net of issuance costs of $26,000. For each purchase of Series E convertible redeemable preferred stock, each investor received preferred stock warrants exercisable into Series E-2 one-to-one E-2 E-2 E-2 E-3 E-3 In January, February, and May 2021, 3,609,608 shares of non-voting one-to-one Common Stock The issued and outstanding shares of common stock were as follows: Year ended December 31, 2021 2020 Class B Non-Voting 285,937 285,937 Common Stock 57,297,091 43,294,342 Non-Voting 22,155,719 25,765,327 Total 79,738,747 69,345,606 In September 2020, the Company amended its Certificate of Incorporation. The Company is authorized to issue 572,688,450 shares, each with a par value of $0.00001 per share, of which 287,000,000 shares shall be common stock, 99,000,000 shall be Non-Voting non-voting The September 2020 amendment authorized the creation of 23,960,873 of Series E convertible redeemable preferred stock, 22,286,950 of Series E-1 E-2 E-3 In September of 2020, 3,207,974 common stock warrants were exercised for the same number of shares. During the year ended December 31, 2021, the Company settled a portion of the liability related to terminated vehicle leases with the issuance of 327,991 shares of common stock. Shares of common stock reserved for future issuance under the Amended and Restated 2010 Stock Plan (Stock Plan) are as follows (in whole shares): Year ended December 31, 2021 2020 Convertible redeemable preferred stock 125,472,147 120,384,609 Stock options and restricted stock units outstanding 18,702,704 26,876,324 Warrants for convertible redeemable preferred stock 28,808,183 29,477,295 Warrants for common stock 354,353 354,353 Shares reserved for future award issuance 3,390,543 8,891,681 Total Reserved 176,727,930 185,984,262 The rights, preferences and privileges of the holders of the common stock, non-voting non-voting C-1 C-1), C-2 C-2), D-2 D-2), D-3 D-3), E-1 E-1), E-2 E-2) E-3 E-3) Dividend Rights The holders of shares of convertible redeemable preferred stock shall be entitled to receive dividends, on a pari passu basis, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in common stock, non-voting non-voting non-voting non-voting D-2, D-3, E-1, E-2 E-3,respectively, non-voting non-voting Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of convertible redeemable preferred stock, on an as adjusted basis, shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, non-voting non-voting D-2, D-3, E-1, E-2 Series E-3,respectively, Conversion Rights Each share of voting preferred stock, on an as adjusted basis, shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and non-assessable D-2, D-3, E-1, E-2, E-3 Redemption The convertible redeemable preferred stock is redeemable at the option of the holder in certain situations if the Company sells, conveys or otherwise disposes of all or substantially all of its property or business, or if the Company sells, leases or enters into any agreement involving the exclusive, irrevocable license of all or substantially all of the Company’s intellectual property. Voting Rights Series A, Series B, Series C, Series D, Series D-2, D-3, D-4, E-1, Series E-2, E-3 E-2 D-2 D-2 E-2 as-converted one-half As long as 2,445,000 shares of Series D are outstanding, the holders of such shares of Series E shall be entitled to elect two directors of the Company at any election of directors. As long as 2,445,000 shares of Series D are outstanding, the holders of such shares of Series D shall be entitled to elect two directors of the Company at any election of directors. As long as 2,445,000 shares of Series A, Series B and Series C are outstanding, the holders of such shares of Series C shall be entitled to elect one director of the Company at any election of directors. As long as 2,445,000 shares of Series A are outstanding, the holders of such shares of Series A, Series B and Series C shall be entitled to elect one director of the Company at any election of directors. The holders of outstanding common stock shall be entitled to elect three directors of the Company at any election of directors. The holders of at least 55% of the voting convertible redeemable preferred stock and the holders of a majority of the common stock, voting independently as separate classes, shall be entitled to elect one director of the Company. The holders of voting convertible redeemable preferred stock and common stock, voting together as a single class on an as-converted In addition, the Company cannot take certain actions without first obtaining the approval of a majority of the then-outstanding convertible preferred shares voting separately as a class on an as-converted Non-voting |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | 3. Fair Value Measurements The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, convertible promissory notes, common and preferred stock warrant liabilities. The recorded carrying amounts of cash and 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. The convertible promissory notes and common and preferred stock warrant liability are carried at fair value. Assets and liabilities recognized at fair value on a recurring basis in the condensed consolidated balance sheets consists of cash equivalents, warrant liabilities, certain portions of convertible notes payable, and related party convertible notes payable. 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): September 30, 2022 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 4,837 $ — $ — Liabilities: Redeemable convertible preferred stock warrant liability $ — $ — $ (64,917 ) Common stock warrant liability $ — $ — $ (459 ) Convertible Promissory Notes $ — $ — $ (62,707 ) December 31, 2021 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 4,519 $ — $ — Liabilities: Redeemable convertible preferred stock warrant liability $ — $ — $ (48,167 ) Common stock warrant liability $ — $ — $ (337 ) Convertible Promissory Notes $ — $ — $ (34,803 ) Convertible Redeemable Preferred Stock Warrants & Common Stock Warrant Liability The Company measured its redeemable convertible preferred and common stock warrants 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 redeemable convertible preferred and common stock warrants related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment, respectively, within the consolidated statements of operations and comprehensive loss. The fair value of the redeemable convertible preferred and common stock warrants, as of September 30, 2022 and December 31, 2021, were determined utilizing the probability weighted average of 50% and 50% as of September 30, 2022 and 25% and 75% as of December 31, 2021 from i) a Black-Scholes calculation and ii) the OPM as each respective period end. The fair value of the Company was determined utilizing both income and market approaches, which were probability weighted by 50% and 50% as of September 30, 2022 and 25% and 75% as of December 31, 2021 depending on the scenario of i) a consummation of a SPAC transaction or ii) remaining private, respectively. The valuation methodology utilized under the remain private scenario was determined by first valuing the Company’s total equity, as of the end of each respective period. This value was determined utilizing both income and market approaches which were weighted equally in the valuation. The income approach was applied through the use of a discounted cash flow analysis and the market approach was applied through the use of guideline public company multiples that were used to value the Company under certain scenarios. In determining the value under the consummation of a SPAC transaction scenario the Company utilized the terms of the SPAC Merger Agreement along with the publicly traded SPAC entity’s share price as of the valuation date as the SPAC transaction had been announced in May 2022. In addition, as the Merger Agreement provides shareholders the right to receive an Earnout, the Company determined the probability-weighted value per share associated with the Earnout by utilizing a Monte Carlo simulation to determine the probability of achieving the Earnout and its fair value. The Company then utilized the option pricing method (OPM), using the calculated value of total equity as the basis for the Black-Scholes option pricing model to determine the fair value of the Company allocable to each share class, including the redeemable convertible preferred and common stock warrants, based on the Company’s capital structure and rights of each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred and common stock warrants include: • the timing of potential events (for example, a potential sale of the business or public offering) and their probability of occurring, • the selection of guideline public company multiples, • a discount for the lack of marketability of the preferred and common stock, • the projected future cash flows, and • the discount rate used to calculate the present-value of the estimated equity value allocated to each share class. 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 warrants as of September 30, 2022 and December 31, 2021, respectively, using the following assumptions: September 30, 2022 December 31, 2021 Expected volatility 68.0% - 101.0% 66.9% - 82.7% Risk-free interest rate 3.9% - 4.2% 0.2% - 1.5% Expected dividend yield — — Expected term (years) 1.1 - 0.5 – 9.1 The following table presents changes in the Level 3 warrant liability measured at fair value for the periods ended September 30, 2022 and December 31, 2021, respectively (in thousands): Nine months ended September 30, 2022 Convertible Common Balance $ 48,167 $ 337 Additions — — Fair value measurement adjustments 17,399 122 Exercised (649 ) — Balance (end of period) $ 64,917 $ 459 Year ended December 31, 2021 Convertible Common Balance $ 35,473 $ 277 Additions 916 — Fair value measurement adjustments 15,293 60 Exercised (3,515 ) — Balance (end of period) $ 48,167 $ 337 During the nine months ended September 30, 2022 and the year ended December 31, 2021 the Company had no transfers between levels of the fair value hierarchy of its assets measured at fair value. Convertible Promissory Notes The Company measures its convertible promissory notes at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible promissory notes related to updated assumptions and estimates were recognized as a convertible promissory notes fair value adjustment within the consolidated statements of operations and comprehensive loss. In determining the fair value of the 2021 Convertible Promissory Notes as of September 30, 2022 and December 31, 2021, the Company applied the probability-weighted expected return method (“PWERM”). The PWERM determines the value of an instrument based upon an analysis of future values for the potential instrument payouts under different future outcomes. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument holders, and the rights of each security. Utilizing the PWERM, the Company assessed the probability that the 2021 Convertible Promissory Notes would be converted to common stock through the consummation of a SPAC transaction or as a result of a Qualified Financing, weighted with a probability of 50% and 50%, respectively, as of September 30, 2022 and weighted with a probability of 25% and 75%, respectively, as of December 31, 2021. Utilizing the PWERM, the Company assessed the probability that the Bridge Loans convertible promissory notes that were issued in the second and third quarter of 2022 would be converted to common stock through the consummation of a SPAC transaction or as a result of a liquidation transaction, weighted with a probability of 50% and 50% as of September 30, 2022. Additional inputs used in applying the PWERM were: i) the expected timing of the conversion, ii) the amount subject to equity conversion, the sum of the notes’ principal and unpaid accrued interest, iii) the contractual conversion price adjustment, iv) expected volatility, v) risk-free interest rate, and vi) the discount rate, based on considerations of the comparable cost of capital for private mezzanine debt investments, and current market yields for the CCC-rated As of September 30, 2022, the if-converted As of September 30, 2022, the if-converted is transaction. An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of convertible promissory notes as of September 30, 2022 and December 31, 2021, respectively, using the following assumptions: 2021 Convertible Promissory Notes September 30, 2022 December 31, 2021 Contractual conversion price adjustment 80.0% - 85.0% 80.0% - 85.0% Discount rate 20% 11.9% Expected term (years) 0.1 - 0.3 0.3 - 0.5 2022 Bridge Loans September 30, 2022 Expected volatility 71.0% Risk-free interest rate 3.9% Discount rate 26.9% Expected term (years) 0.1 - 1.3 The following table presents changes in the Level 3 convertible promissory notes measured at fair value for Nine months ended September 30, 2022 2021 Convertible Bridge Loans Balance $ 34,803 $ — Additions — 31,800 Fair value measurement adjustments (266 ) (3,630 ) Conversion — — Balance (end of period) $ 34,537 $ 28,170 Year ended December 31, 2021 2021 Convertible Balance $ — Additions 29,420 Fair value measurement adjustments 5,383 Conversion — Balance (end of period) $ 34,803 | 3. Fair Value Measurements The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, convertible promissory notes, securities, common and preferred stock warrant liabilities. The recorded carrying amounts of cash and 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. The convertible promissory notes, securities, and common and preferred stock warrant liability are carried at fair value. Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash equivalents, warrant liabilities, and notes payable, current. 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): December 31, 2021 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 4,519 $ — $ — Liabilities: Convertible redeemable preferred stock warrant liability — — (48,167 ) Common stock warrant liability — — (337 ) Convertible Promissory Note — — (34,803 ) December 31, 2020 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 22,019 $ — $ — Liabilities: Convertible redeemable preferred stock warrant liability — — (35,473 ) Common stock warrant liability — — (277 ) Convertible Redeemable Preferred Stock Warrant & Common Stock Warrant Liability The Company measures its convertible redeemable preferred and common stock warrants 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 redeemable preferred and common stock warrants related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment, respectively, within the consolidated statements of operations and comprehensive loss. The fair value of the convertible redeemable preferred and common stock warrants, as of December 31, 2020, were determined by first valuing the Company’s total equity, as of December 31, 2020. This value was determined utilizing both income and market approaches which were weighted equally in the valuation. The income approach was applied through the use of a discounted cash flow analysis and the market approach was applied through the use of guideline public company multiples that were used to value the Company under certain scenarios. The Company then utilized the option pricing method (OPM), using the calculated value of total equity as the basis for the Black-Scholes option pricing model to determine the fair value of the Company allocable to each share class, including the convertible redeemable preferred and common stock warrants, based on the Company’s capital structure and rights of each share class. The fair value of the convertible redeemable preferred and common stock warrants, as of December 31, 2021, were determined utilizing the probability weighted average of 25% and 75% from i) a Black-Scholes calculation and ii) the OPM as of December 31, 2021, discussed above. The fair value of the Company, as of December 31, 2021, was determined utilizing both income and market approaches, which were probability weighted by 25% and 75% depending on the scenario of (i) a consummation of a SPAC transaction, or (ii) remaining private, respectively. The valuation methodology utilized under the remain private scenario remained consistent with the methodology used to value the Company as of December 31, 2020. In determining the value under the consummation of a SPAC transaction scenario the Company utilized the preliminary terms of the SPAC letter of intent (LOI). In addition, as the LOI provides shareholders the right to receive an Earnout, the Company determined the probability-weighted value per share associated with the Earnout by utilizing a Monte Carlo simulation to determine the probability of achieving the Earnout and its fair value. The significant unobservable inputs into the valuation model used to estimate the fair value of the convertible redeemable preferred and common stock warrants include: • The timing of potential events (for example, a potential sale of the business or public offering) and their probability of occurring. • The selection of guideline public company multiples. • A discount for the lack of marketability of the preferred and common stock. • The projected future cash flows. • The discount rate used to calculate the present-value of the estimated equity value allocated to each share class. 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 warrants as of December 31, 2021 and 2020, respectively, using the following assumptions: Year ended December 31, 2021 2020 Expected volatility (%) 66.9 - 82.7 62.0 - 63.0 Risk-free interest rate (%) 0.2 - 1.5 0.13 - 0.19 Expected dividend yield (%) — — Expected term (years) 0.5 - 9.1 2.0 The following table presents changes in the Level 3 warrant liability measured at fair value for the years ended December 31, 2021 and 2020, respectively (in thousands): Year ended December 31, 2021 Convertible Common Stock Balance, $ 35,473 $ 277 Additions 916 — Fair value measurement adjustments 15,293 60 Exercised (3,515 ) — Balance, $ 48,167 $ 337 Year ended December 31, 2020 Convertible Common Stock Balance, $ 460 $ — Additions 43,302 2,680 Fair value measurement adjustments 45 131 Exercised (8,334 ) (2,534 ) Balance, $ 35,473 $ 277 During the years ended December 31, 2021 and 2020, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities that are measured at fair value. Convertible Promissory Notes and Securities The Company measures its convertible promissory notes and securities 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 and securities related to updated assumptions and estimates were recognized as a convertible promissory notes and securities fair value adjustment within the consolidated statements of operations and comprehensive loss. During 2020, the fair value of the Company was determined utilizing both income and market approaches which were weighted equally in the valuation. The fair value of the Company was then allocated to the convertible promissory notes and securities utilizing an option pricing methodology, estimating the probability weighted value across multiple scenarios. Guideline public company multiples were used to value the Company under certain scenarios. The discounted cash flow method was used to value the Company under the other scenarios. Share value for each class of security was based upon the probability-weighted present value of expected future investment returns, considering each of these possible future outcomes, as well as the rights of each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the convertible promissory notes and securities include: • The timing of potential exit events and their probability of occurring. • The selection of guideline public company multiples. • A discount for the lack of marketability of the preferred and common stock. • The projected future cash flows along with their related volatilities. • The discount rate used to calculate the present-value of the estimated equity value allocated to each share class. The Company calculated the estimated fair value of convertible promissory notes and securities on the date of issuance and at each subsequent reporting date using the following assumptions: December 31, 2020 Expected volatility (%) 62.0 - 63.0 Risk-free interest rate (%) 0.13 - 0.19 Expected dividend yield (%) — Expected term (years) 2.0 The Company measured its 2021 convertible promissory notes at fair value, as of December 31, 2021. In determining the fair value of the 2021 convertible promissory notes, the Company applied the probability-weighted expected return method (PWERM). The PWERM determines the value of an instrument based upon an analysis of future values for the potential instrument payouts under different future outcomes. The instrument value is based upon the present value of the probability of each future outcome becoming available to the instrument holders, and the rights of each security. Utilizing the PWERM, the Company assessed the probability that the convertible promissory notes would be converted to common stock as a result of a Qualified Financing or through the consummation of a SPAC transaction, weighted with a probability of 75% and 25%, respectively. Additional inputs used in applying the PWERM were: (i) the expected timing of the conversion, ii) the amount subject to equity conversion, the sum of the notes’ principal and unpaid accrued interest, (iii) the contractual conversion price adjustment, and (iv) the discount rate, based on considerations of the comparable cost of capital for private mezzanine debt investments, and current market yields for the CCC-rated As of December 31, 2021, the if-converted An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of convertible promissory notes and securities as of December 31, 2021 using the following assumptions: December 31, 2021 Contractual conversion price adjustment (%) 80.0 - 85.0 Discount rate (%) 11.9 Expected term (years) 0.3 - 0.5 The following tables present changes in the Level 3 convertible promissory notes and securities measured at fair value for the periods ended December 31, 2021 and 2020 (in thousands): Year ended December 31, 2021 Convertible Securities Balance, $ — $ — Additions 29,420 — Fair value measurement adjustments 5,383 — Conversion — — Balance, $ 34,803 $ — Year ended December 31, 2020 Convertible Securities Balance, $ — $ — Additions 24,145 63,095 Fair value measurement adjustments 4,901 14,909 Conversion (29,046 ) (78,004 ) Balance, $ — $ — |
Interprivate II Acquisition Crop [Member] | ||
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, respectively, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 260,207,445 Liabilities: Warrant liability — Private placement warrants 3 231,000 Warrant liability — Underwriters warrants 3 5,980 Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 258,821,242 Liabilities: Warrant liability — Private placement warrants 3 3,584,971 Warrant liability — Underwriters warrants 3 530,581 The Private Placement Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived ‘blank-check’ The key inputs into the Binomial Lattice Model for the initial measurement of the Private Placement Warrants, and the subsequent measurement of the Private Placement Warrants, are as follows: Term September 30, December 31, Risk-free interest rate 4.20 % 1.19 % Market price of public stock $ 9.84 $ 9.70 Dividend yield 0.00 % 0.00 % Implied volatility 2.80 % 16.6 % Exercise price $ 11.50 $ 11.50 The above assumptions are based on an expected close of a de-SPAC On September 30, 2022 and December 31, 2021, the Private Placement Warrants were determined to be valued at $0.06 and $0.93 per warrant, respectively. On September 30, 2022 and December 31, 2021, the Underwriter Warrants were valued at $0.01 and $0.69, respectively. The following table presents the changes in the fair value of warrant liabilities: Term Private Placement Underwriters Fair value as of December 31, 2021 $ 3,584,971 $ 530,581 Change in valuation inputs or other assumptions (3,353,971 ) (524,601 ) Fair value as of September 30, 2022 $ 231,000 $ 5,980 During the nine-month period ended September 30, 2022, there were no transfers out of Level 3. | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description December 31, Assets: Marketable securities held in Trust Account $ 258,821,242 Liabilities: Warrant Liability – Private Placement Warrants 3,584,971 Warrant Liability – Underwriters Warrants 530,581 The Private Placement Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Binomial Lattice Model was used in estimating the fair value of the Private Placement Warrants for periods where no observable traded price was available. The key inputs into the Binomial Lattice Model for the initial measurement of Private Placement Warrants and subsequent measurement of the Private Placement Warrants are as follows: Term December 31, March 9, Risk-free interest rate 1.19 % 1.00 % Market price of public stock $ 9.7 $ 9.84 Dividend Yield 0.00 % 0.00 % Implied volatility 16.6 % 13.1 % Exercise price $ 11.50 $ 11.50 On December 31, 2021, and March 9, 2021 the Private Placement Warrants were determined to be valued at $0.93 and $0.79 per warrant respectively. Underwriter Warrants on December 31, 2021 and March 9, 2021 were valued at and $0.69 and $0.62 respectively. The following table presents the changes in the fair value of warrant liabilities: Private Underwriters Fair value as of March 9, 2021 $ 3,041,500 $ 475,334 Change in valuation inputs or other assumptions 543,471 55,247 Fair value as of December 31, 2021 $ 3,584,971 $ 530,581 During the yea |
Contingent Compensation
Contingent Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Contingent Compensation [Abstract] | ||
Contingent Compensation | 4. Contingent Compensation In April 2019, the Company entered into an agreement to purchase 100% of the outstanding shares of Drivy for total consideration of $155,607,000, of which $99,317,000 was paid in cash and $56,290,000 was paid in the Company’s common stock. The transaction was collateralized by a $10,000,000 letter of credit presented under restricted cash on the Company’s consolidated balance sheets. Drivy is the largest car-sharing car-sharing industry. As of the acquisition date, the Company owned approximately 81% of the stock of Drivy. The remaining 19% was held by employees and the Company has a put and call option structure in place that permits it to acquire these shares in approximately equal annual tranches over the course of three years from the acquisition date. At the time of the acquisition, approximately 58 42 share. Because this put and call option structure gives rise to both an option and an obligation of the Company to purchase the remaining % of the outstanding shares of Drivy as of the acquisition date, and because the put and call option structure is considered contingent compensation dependent upon continuous employment, the Company records compensation expense and a corresponding liability as the underlying employee services are performed, and does not present any non-controlling interest in the condensed consolidated financial statements. The contingent compensation liability related to the put and call options, which is remeasured each reporting period, is presented in other accrued liabilities within the “Compensation” line in the amount of $ and $ 5,087,000 as of September 30, 2022 and December 31, 2021, respectively. ( See Note 7 - Other Accrued Liabilities). Of that amount, $ is related to amounts to be settled in the Company’s shares based on the fair value of Company’s common stock as of December 31, 2021, respectively, while the remaining balance is related to amounts to be settled in cash. In June 2022 shares of common stock were issued to settle the outstanding contingent compensation liability associated with the put and call options structure related to the acquisition of Drivy in April 2019. Therefore, as of September 30, 2022 the remaining liability balance of $ is to be settled in cash. The expense related to the put call option agreement, which was included in the condensed consolidated statements of operations and comprehensive loss, was as follows (in thousands): Nine months ended September 30, 2022 2021 Sales and marketing $ 26 $ 115 Operations and support 31 142 Technology and product development 74 296 General and administrative 1,049 12,016 Total $ 1,180 $ 12,569 The following table details the amounts accrued as components of short-term and long-term liability as of September 30, 2022 and December 31, 2021 related to the put call option agreement (in thousands): Other Accrued Other Long-Term Beginning balance as of January 1, 2021 $ 7,078 $ 1,963 Additions 13,839 — Payments (14,280 ) (963 ) Changes in fair value for share settled liability (2,550 ) — Reclassification from Long term to Short term 1,000 (1,000 ) Ending balance as of December 31, 2021 $ 5,087 $ — Additions 158 — Payments (1,581 ) — Settlements through issuance of common stock (4,642 ) — Changes in fair value for share settled liability 1,022 — Ending balance as of September 30, 2022 $ 44 $ — As of September 30, 2022, the Company’s estimated no additional future liability for contingent compensation from the put and call options related to future services to be settled in cash. The value of the share-settled component will vary with the fair value of Company’s common stock. In addition to the put and call option, the Company entered into separate cash bonus arrangement with Drivy’s key employees that is dependent upon continued employment and passage of time (“retention consideration”). The accrued obligations as of September 30, 2022 and December 31, 2021 is $750,000 and will be paid out as short-term retention consideration in relation to the transaction. | 4. Contingent Compensation In April 2019, the Company entered into an agreement to purchase 100% of the outstanding shares of Drivy for total consideration of $155,607,000, of which $99,317,000 was paid in cash and $56,290,000 was paid in the Company’s common stock. The transaction was collateralized by a $10,000,000 letter of credit presented under restricted cash on the Company’s consolidated balance sheets. Drivy is the largest car-sharing car-sharing As of the acquisition date, the Company owned approximately 81% of the stock of Drivy. The remaining 19% was held by employees and the Company has a put and call option structure in place that permits it to acquire these shares in approximately equal annual tranches over the course of three years from the acquisition date. At the time of the acquisition, approximately 58 42 agreed-upon Because this put and call option structure gives rise to both an option and an obligation of the Company to purchase the remaining 19% of the outstanding shares of Drivy as of the acquisition date, and because the put and call option structure is considered contingent compensation dependent upon continuous employment, the Company records compensation expense and a corresponding liability as the underlying employee services are performed, and does not present any non-controlling The expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss, was as follows (in thousands): Year ended December 31, 2021 2020 Sales and marketing $ 135 $ 2,403 Operations and support 165 2,205 Technology and product development 340 3,373 General and administrative 10,649 5,296 Total $ 11,289 $ 13,277 During the year ended December 31, 2021, the Company terminated one of the key Drivy employees which gave rise to the acceleration of the payouts based on the put and call option agreements. As the Company terminated the employee without cause, employee became immediately entitled to the full contractual compensation that would have, otherwise, been contingent upon their future employment. Entirety of the cash payable compensation in the amount of $12,177,000 was paid out during 2021. Employee elected to defer share exchange to end of contractual term in 2022. During the year ended December 31, 2020, the Company terminated several of the key Drivy employees which gave rise to the acceleration of the payouts based on the put and call option agreements. As the Company terminated employees without cause, employees became immediately entitled to the full contractual compensation that would have, otherwise, been contingent upon their future employment. Certain terminated employees elected to have this compensation paid out at a later date, which gave rise to the long-term liability recorded under Other Long-Term Liabilities in the amount of $1,963,000. The following table details the amounts accrued as components of short-term and long-term liability as of December 31, 2021 and 2020 related to the put call option agreement (in thousands): Other Accrued Other Long-Term Balance, $ 6,336 $ — Additions 11,897 1,963 Payments (10,572 ) — Changes in fair value for share settled liability (583 ) — Balance, 7,078 1,963 Additions 13,839 — Payments (14,280 ) (963 ) Changes in fair value for share settled liability (2,550 ) — Reclass from long-term to short-term 1,000 (1,000 ) Balance, $ 5,087 $ — As of December 31, 2021, the Company’s estimated additional future liability for contingent compensation from the put and call options, related to future services, totals $233,000, all of which relates to amounts to be settled in cash. The entire amount of estimated total future liability will be due and payable within 12 months from the consolidated balance sheet date. As employee compensation arising from the put and call options is contingent upon continuous employment, and earned with the passage of time, only the earned and unpaid portion of the compensation is accrued as incurred liability as of each balance sheet date. The value of the contingent liability will vary with voluntary and involuntary employee terminations, and the share-settled component will vary with the fair value of Company’s common stock. In addition to the put and call option, the Company entered into separate cash bonus arrangement with Drivy’s key employees that is dependent upon continued employment and passage of time (retention consideration). The expected compensation is $750,000 and $1,417,000 to be paid out as short-term retention consideration in relation to the transaction as of December 31, 2021 and, 2020, respectively. |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 5. Revenue The following table present Company’s revenues disaggregated by geography (in thousands): Nine months ended September 30, 2022 2021 Service revenue: United States $ 25,452 $ 28,517 Europe 18,515 18,216 Total service revenue 43,967 46,733 Lease revenue: United States 654 885 Europe 404 588 Total lease revenue 1,058 1,473 Total Revenue $ 45,025 $ 48,206 Contract Balances Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. The Company’s contract assets as of September 30, 2022 and December 31, 2021 in the amount of $628,000 and $681,000, respectively, are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. The contract assets are typically invoiced within a month of recognition. The Company’s contract assets as of January 1, 2022 and 2021 amounted to $681,000 and $530,000, respectively. Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of September 30, 2022 and December 31, 2021 in the amount of $866,000 and $310,000, respectively, are reported as a component of current liabilities on the condensed consolidated balance sheets. All opening amounts of the December 31, 2021 and 2020 contract liabilities were recognized during the periods ended September 30, 2022 and December 31, 2021, respectively. The Company’s contract liabilities as of January 1, 2022 and 2021 amounted to $310,000 and $452,000, respectively. | 5. Revenue The following table presents Company’s revenues disaggregated by geography (in thousands): Year ended December 31, 2021 2020 Service revenue: United States $ 37,413 $ 28,584 Europe 23,707 18,782 Total Service Revenue 61,120 47,366 Lease revenue: United States 1,218 10,959 Europe 729 400 Total Lease Revenue 1,947 11,359 Total Revenue $ 63,067 $ 58,725 Contract Balances Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. The Company’s contract assets as of December 31, 2021 and 2020 in the amount of $681,000 and $530,000, 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 contract assets are typically invoiced within a month of recognition. The Company’s contract assets as of January 1, 2021 and 2020 amounted to $530,000 and $450,000, respectively. Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of December 31, 2021 and 2020 in the amount of $310,000 and $452,000, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2019 and 2020 contract liabilities were recognized during the years ended December 31, 2020 and 2021, respectively. The Company’s contract liabilities as of January 1, 2021 and 2020 amounted to $452,000 and $1,399,000, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | 8. Goodwill and Other Intangible Assets, Net Goodwill The changes in the carrying amount of goodwill were as follows (in thousands): December 31, 2021 2020 Opening Balance $ 132,307 $ 121,708 Foreign currency translation (9,502 ) 10,599 Goodwill $ 122,805 $ 132,307 There was no impairment of goodwill recorded for the years ended December 31, 2021 and 2020. Other Intangibles Assets, Net The detail of intangible assets is as follows (in thousands): December 31, 2021 Gross Carrying Accumulated Net Carrying Weighted-Average Developed technology $ 12,043 $ (6,423 ) $ 5,620 2.3 Customer relationships 32,932 (19,698 ) 13,234 2.2 Trade names 331 (331 ) — — Total $ 45,306 $ (26,452 ) $ 18,854 2.2 December 31, 2020 Gross Carrying Accumulated Net Carrying Weighted-Average Developed technology $ 13,695 $ (4,651 ) $ 9,050 3.2 Customer relationships 35,401 (14,271 ) 21,124 3.2 Trade names 862 (484 ) 378 0.5 Total $ 49,958 $ (19,406 ) $ 30,552 3.2 Amortization expense was $9,453,000 and $10,045,000 for the years ended December 31, 2021 and 2020, respectively. Expected future amortization expense for intangible assets as of December 31, 2021 is as follows (in thousands): Year ending December 31, 2022 $ 8,372 2023 7,861 2024 2,621 Total $ 18,854 On November 15, 2021, Getaround recognized an impairment of $457,000 within Depreciation and amortization on the consolidated statement of operations to write off the remaining net book value of the trade name and developed technology intangible assets that were acquired as part of the Company’s Nabobil acquisition in 2019. This impairment is related to the merging of the Company’s European platforms which will utilize the Company’s legacy developed technology. There was no impairment of intangible assets recorded for the year ended December 31, 2020. |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Other Accrued Liabilities | 7. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Claims payable $ 10,183 $ 8,132 Compensation 4,147 9,176 Professional services 5,861 2,342 Lease incentive obligation — 606 Deferred rent — 37 Insurance 717 362 Vehicle leases 625 744 Sales tax 3,801 3,040 Other 3,323 2,952 Other Accrued Liabilities $ 28,657 $ 27,391 | 9. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Claims payable $ 8,132 $ 9,629 Compensation 9,176 10,779 Professional services 2,342 1,870 Lease incentive obligation 606 606 Deferred rent 37 9 Insurance 362 217 Fleet operations 744 2,677 Sales tax 3,040 3,214 Other 2,952 1,589 Other Accrued Liabilities $ 27,391 $ 30,590 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Other Long-Term Liabilities | 8. Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Deferred rent $ — $ 2,725 Lease incentive obligation — 3,936 Other — 190 Other Long-Term Liabilities $ — $ 6,851 | 10. Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Deferred rent $ 2,725 $ 2,693 Lease incentive obligation 3,936 4,542 Other 190 2,725 Other Long-Term Liabilities $ 6,851 $ 9,960 |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 9. Notes Payable Convertible Notes Payable As of September 30, 2022, there were no changes to the terms of the Company’s iHeart Media Note Payable that was outstanding as of December 31, 2021. For the nine months ended September 30, 2022 and 2021 $4,000 and $4,000 of interest expense was recognized. Subordinated Convertible Promissory Notes Financing (Convertible Promissory Notes) As of September 30, 2022, there were no changes to the terms of the Company’s 2021 Convertible Promissory Notes there were outstanding as of December 31, 2021. Bridge Loans During 2022, the Company issued a total of $31,800,000 in subordinated convertible promissory notes (“Bridge Loans”) to multiple parties. The Bridge Loans mature on May 1, 2024 and accrue interest at 1.85% per annum. The Company has the right to issue subordinated convertible promissory notes with the counterparties up to a principal amount of $50,000,000. The counterparties have subordinate status to the Deutsche Bank Loan entered into during October 2021. In the event of the consummation of a Qualified Financing, Qualified IPO, or SPAC Transaction, the Bridge Loans will convert at a conversion price equal to 70% of the price paid per share under the respective conversion scenario. In the event of a Liquidation Transaction, the Bridge Loans will convert into the right to receive payment in cash equal to any unpaid accrued interest on the note plus the outstanding principal balance multiplied by 1.5 plus any unpaid costs and expenses in connection with the agreement. The 2021 Convertible Promissory Notes and Bridge Loans 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 3 - Fair Value). F or the nine months ended September 30, 2022 no interest expense was separately recognized as the accrued interest is factored into the fair value of the notes as of September 30, 2022. The Company’s convertible notes payable balances were as follows (in thousands): September 30, 2022 December 31, 2021 iHeart Convertible Note $ 474 $ 474 2021 Convertible Promissory Notes measured at fair value 34,537 34,803 Bridge Loans measured at fair value 28,170 — Total Convertible Notes Payable $ 63,181 $ 35,277 Notes Payable Horizon Loan In November 2020, the Company entered into a loan agreement with a lender for a $18,000,000 note payable. On February 28, 2021, the Company drew upon an additional $7,000,000, for a total note payable of $25,000,000. On October 8, 2021, the Horizon Loan was paid off and refinanced with the Deutsche Bank Loan, discussed below. For the nine months ended September 30, 2021, $2,043,000 of interest expense was recognized and the debt discount was amortized by $172,000. Deutsche Bank Loan In October 2021, the Company entered into a loan agreement for a $75,000,000 note payable, with Deutsche Bank as the lead arranger. The Company used a portion of the proceeds to pay off the outstanding Horizon Loan principal of $25,000,000 along with related early repayment fees of $1,875,000. The note matures on October 7, 2023 and the Company must make monthly interest-only payments at a rate of 10% per annum for the first twelve months, 11% per annum during the next six months, and 12% per annum for the remaining term of the note until the maturity date, at which point the principal is to be paid in full along with a final payment fee of $3,375,000. The Company pledged as collateral all intellectual property held in the US, which has no book value, and the Company’s equity interests of its subsidiaries. The note has an effective interest rate of 13.91%. The Company capitalized $607,000 in issuance costs and recorded a debt discount of $675,000 in connection with the note. The 2021 Credit Agreement requires mandatory repayments in the event of either (1) an acceptable SPAC transaction or acceptable primary equity issuance with a valuation of Getaround’s equity interests of at least $1.0 billion is not consummated on or prior to October 31, 2022, or (2) if our total revenues as of the last day of any fiscal quarter ending on or after September 30, 2022 is below a certain threshold for the last twelve months. Upon either event, Getaround is required to repay 4.17% (8.34% for the first month following a transaction consummation event or for the first two months following a revenue threshold event) of the principal amount outstanding as of the date of the event payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial event will not alter the monthly mandatory repayment obligation. applied pro rata on such date; (iii) receives any cash proceeds from any asset sale in which the proceeds exceed $ million per transaction or series of related transactions and $ million in the aggregate per fiscal year, of an amount equal to % of the net sale proceeds which shall be applied pro rata on such date, subject to certain exceptions; (iv) experiences a change of control; and (v) receives any cash proceeds from any recovery event, unless such proceeds don’t exceed $ in aggregate for all such recovery events over the term of the loan or if the proceeds are in respect to automobile insurance claims made in the ordinary course of business, of an amount equal to % of the net cash proceeds from such event which shall be applied pro rata on such date, subject to certain exceptions. In September 2022, the Company entered into an amendment to the loan agreement with Deutsche Bank as lead arranger to amend the mandatory repayment conditions to extend the date by which an acceptable SPAC transaction or acceptable primary equity issuance is required to be consummated until October 31, 2022. In addition, the final payment fee was increased to $4,125,000 from $3,375,000. Please refer to Note 19- During the nine months ended September 30, 2022, $5,688,000 of interest expense was recognized and the issuance costs and debt discount were amortized by $282,000 and $315,000, respectively, in addition to an expense of $1,576,000 for an accrual of the final payment fee noted above. Prêt Garanti par l’État (“PGE”) Loan In response to the COVID-19 one-year During January 2021, the payment terms of the 1,500,000 euros loan were amended to have a recurring quarterly payment of 75,000 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 3,000,000 euros of the loan due November 2021 to November 2022. Prior to the amendment, all 3,000,000 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 27, 2021, the first agreement deferred a first payment, where the principal of 600,000 euros was to be paid in full in November 2021, to be paid in monthly installments of 12,000 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 2,400,000 euros was to be paid in full in November 2021, to be paid in monthly installments of 49,000 euros beginning December 2022 through November 2026 and added a 1.44% global effective rate. As of September 30, 2022, $895,000 was classified within short-term debt and a total remaining outstanding principal was $4,041,000. For the nine months ended September 30, 2022 and 2021, $56,000 and $30,000 of interest expense was recognized, respectively. Paycheck Protection Program (“PPP”) The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted on March 27, 2020. Among the provisions contained in the CARES Act is the creation of the PPP that provides for Small Business Administration (“SBA”) Section 7(a) loans for qualified small businesses. On May 1, 2020, the Company received total proceeds of $6,938,000 pursuant to the PPP. In accordance with the loan forgiveness requirements of the CARES Act, the Company used the proceeds from the PPP loan primarily for payroll costs, rent and utilities. The interest rate on the PPP loan is a fixed rate of 1% per annum. The PPP loan was to mature on April 30, 2022. In June 2021, the Company’s PPP loan principal of $6,938,000 and accrued interest of $79,000 was forgiven by the SBA, of which $32,000 interest expense was recognized during the nine months ended September 30, 2021. The PPP loan and application for forgiveness of the loan remain subject to review and audit by SBA for compliance with program requirements. Accordingly, the Company is subject to audit or review by federal or state regulatory authorities as a result of applying for and obtaining the PPP Loan, and for obtaining forgiveness of the loan. If we were to be audited or reviewed and receive an adverse determination or finding in such audit or review, we could be required to return or repay the full amount of the applicable loan and could be subject to fines or penalties, which could reduce our liquidity and adversely affect our business, financial condition and results of operations. The Company’s notes payable balances were as follows (in thousands): September 30, 2022 December 31, 2021 Deutsche Bank Loan $ 75,000 $ 75,000 PGE Loan 4,041 4,923 Total Notes Payable 79,041 79,923 Less: unamortized debt issuance costs (239 ) (521 ) Less: unamortized debt discount (266 ) (581 ) Less: short-term portion of PGE Loan (895 ) (464 ) Less: short-term portion of DB loan (37,530 ) — Total Notes Payable, less current portion $ 40,111 $ 78,357 | 11. Notes Payable Subordinated Purchase Financing (Securities) On February 10, 2020, the Company entered into an agreement whereby a group of purchasers will provide consideration to the Company up to $100 million (the Securities Purchase Agreement) in exchange for convertible securities (Securities) that can be converted either automatically or at the discretion of the purchasers into Company’s future preferred stock (at terms no less favorable then the terms found in the Series D-3 Through September 2020, the Company received $63,095,000 in proceeds in exchange for issuance of Securities under the Securities Purchase Agreement and in September 2020, the conversion of Securities occurred pursuant to the original terms upon completion of the Series E convertible redeemable preferred stock financing (see Note 14 — Mezzanine and Stockholders’ Equity). This amount is inclusive of the issuance of Securities to settle the $3,500,000 related-party The Securities were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note and Securities Fair Value Adjustment Convertible Promissory Note and Securities Fair Value Adjustment E-1 E-3 Convertible Notes Payable iHeart Media Note Payable In April 2018, the Company entered into an advertising agreement with a media company whereby the media company will provide advertising services to the Company and the Company will pay for these services through a combination of convertible notes and cash. Interest is accrued monthly on the notes at a rate of 1.5% per annum and increases to 8.0% in the event of default until the maturity date of five years from issuance date of the notes. The notes are convertible in the event of the Company receiving proceeds of $50,000,000 or more in a sale of equity securities (a Qualified Financing) subsequent to April 1, 2019, upon the consummation of a qualified public offering of securities, or if the Company elects to convert the notes into shares issued in the next round of financing that did not constitute a Qualified Financing. In the event that there was a next round of financing that did not constitute a Qualified Financing, the notes will automatically convert into those shares at maturity. The number of shares to be issued in the event of conversion is determined based on the price per share of the respective event based on the fixed amount of the note. In the event there is no subsequent round of financing, the notes would become due and payable. In April 2018, the Company issued two convertible notes for a total amount of $1,492,000 under the agreement noted above. These notes were considered to be the Initial Promotion Commitment Tranche of the Minimum Commitment Tranche of $3,500,000. At the same time, the Company made a cash payment of $599,000. The entire Minimum Commitment Tranche and cash payment was initially recorded as a prepaid balance for advertising services included within prepaid expenses and other current assets. As advertising services are provided by the media company, they are recorded against the prepaid balance. At the issuance of the convertible note, a debt discount of $49,000 was recorded and will be amortized over the contractual life of the convertible note. During 2020 the debt discount was fully amortized and an expense of $33,000 was recognized. For the years ended December 31, 2021 and 2020, $6,000 and $28,000 of interest expense was recognized. Within 18 months from the effective date, the Company is obligated to issue another $2,008,000 in convertible notes and $452,000 cash payment covering advertising services, the Additional Promotion Commitment Tranche. The Additional Promotion Commitment Tranche combined with the Initial Promotion Commitment Tranche comprise the total Minimum Commitment Tranche of $3,500,000. These notes will be issued with the same terms as the previously issued convertible notes. As there was a legal obligation to issue the convertible notes and cash payment related to the Additional Promotion Commitment Tranche, a convertible note payable and a corresponding prepaid balance for advertising services were recorded on issuance of the Initial Promotion Commitment Tranche. Additionally, the Company is entitled to, but not obligated to, issue Notes totaling to $11,500,000 in principal (Maximum Additional Promotion Commitment Amount) followed by an additional amount of at least 22.5% of that value in cash. In June 2019, the Company issued another convertible note for a total amount of $1,534,000, in connection with the Minimum Commitment Tranche followed by an additional $452,000 in cash. In July 2019, the Company issued an additional convertible note for a total amount of $376,000, in connection with the Minimum Commitment Tranche. As of December 31, 2021 and 2020, the Company had a remaining contractual debt balance of $99,000, related to the Minimum Commitment Tranche, which is a separate legal obligation from the convertible notes discussed above. As of December 31, 2021, the Company has used $3,333,000 in advertising services. The notes have subordinate status to the Deutsche Bank Loan entered into during October 2021. In December 2019, in accordance with the original terms, convertible notes amounting to $1,051,000 and the applicable $16,000 of interest were converted into 112,718 shares of Company’s Series D Preferred Stock. In October 2020, in accordance with the original terms, convertible notes amounting to $1,975,000 and the applicable $54,000 of interest were converted into 528,195 shares of Company’s Series E Preferred Stock (see Note 14 — Mezzanine Equity and Stockholders’ Deficit). Subordinated Convertible Promissory Notes Financing (Convertible Promissory Notes) In June 2020, the Company issued three convertible notes for a total amount of $26,800,000 in proceeds (2020 Convertible Promissory Notes). These notes bear interest at 0.18% per annum and mature on June 19, 2022. The notes were issued with an effective interest rate of 0.72%. All principal and unpaid accrued interest shall be due at any time after the maturity date. If the Company issues shares of Series E preferred stock for an amount greater than $30,000,000 in total proceeds, prior to the repayment of these convertible notes, then the outstanding principal balance of the notes, together with any accrued but unpaid interest, shall automatically convert into a number of shares of Series E preferred stock equal to the financing proceeds amount divided by the price per share paid in cash (or cash equivalents). The notes were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note and Securities Fair Value Adjustment within the income statement. In conjunction with the issuance of the convertible debt, the note holders received common stock warrants whose number of shares will be determined based on the conversion amount divided by 67% of the price paid per Series E share when the convertible notes convert to equity in the event of a qualified financing. A qualified financing is defined as financing through the sale of the Company’s, shares of its Series E preferred stock with aggregate proceeds of at least $30,000,000. The warrants are liability classified with changes to fair value recorded within earnings. In the event of a corporate transaction as defined by the agreement, the outstanding principal and accrued but unpaid interest, shall be converted into shares of the Company’s preferred stock with rights the same as the most recently authorized series of preferred stock, and at least as favorable as the rights attaching to the Company’s Series D-3 In May 2021, the Company issued subordinated convertible promissory notes (2021 Convertible Promissory Notes) to various counterparties for principal amount of $29,420,000. The notes mature November 2023 and accrue interest at a rate of 0.12% per annum, compounded annually. The Company has the right to issue subordinated convertible promissory notes with the counter parties up to a principal amount of $50,000,000. The counterparties have subordinate status to the Deutsche Bank Loan entered into during October 2021. The notes contain contractually defined conversion features based off the achievement of a Qualified Financing or consummation of a SPAC Transaction, as defined within the agreement. At which time, the outstanding principal and accrued interest into shares of common stock, at a conversion price equal to the value of each share of common stock in the Qualified Financing or SPAC Transaction divided by 80% or 85%, respectively. For the year ended December 31, 2021 no interest expense was separately recognized as the accrued interest is factored into the fair value of the notes as of December 31, 2021. The Convertible Promissory Notes were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note and Securities Fair Value Adjustment The Company’s convertible notes payable balance was as follows (in thousands): December 31, 2021 2020 iHeart Convertible Note $ 474 $ 474 2021 Convertible Promissory Notes measured at fair value 34,803 — Total Convertible Notes Payable $ 35,277 $ 474 Notes Payable Horizon Loan In November 2020, the Company entered into a loan agreement with a lender for a $18,000,000 note payable. The note provides for two additional draw amounts of $3,500,000 each, with a total possible note balance of $25,000,000. On February 28, 2021, the Company drew upon both additional draw amounts for total principal of $7,000,000. In connection with the loan transaction, in 2020 the Company issued a warrant to purchase up to 651,042 shares of the Company’s common stock for $0.37 per share for an initial value of approximately $241,000. The warrant was classified as a liability instrument and valued at $241,000 using an option pricing model. The note payable originally matured on December 1, 2024 with the Company making monthly interest-only payments at a rate of 10.5% on the outstanding principal amount of the note until January 1, 2023, at which point monthly principal payments of $1,041,667 would be due through the end of loan term. An additional one-time On October 8, 2021, the Horizon Loan was paid off and refinanced with the Deutsche Bank Loan, discussed below. Deutsche Bank Loan In October 2021, the Company entered into a loan agreement for a $75,000,000 note payable, with Deutsche Bank as the lead arranger. The Company used a portion of the proceeds to pay off the outstanding Horizon Loan principal of $25,000,000 along with related early repayment fees of $1,875,000. The note matures on October 7, 2023 and the Company must make monthly interest-only payments at a rate of 10% per annum for the first twelve months, 11% per annum during the next six months, and 12% per annum for the remaining term of the note until the maturity date, at which point the principal is to be paid in full along with a final payment fee of $3,375,000. The Company pledged as collateral all intellectual property held in the US, which has no book value, and the Company’s equity interests of its subsidiaries. The note has an effective interest rate of 13.91%. The Company capitalized $607,000 in issuance costs and recorded a debt discount of $675,000 in connection with the note. During the year ended December 31, 2021, $1,750,000 of interest expense was recognized and the issuance costs and debt discount were amortized by $86,000 and $94,000, respectively, in addition to an expense of $471,000 for an accrual of the final payment fee noted above. The loan agreement requires mandatory repayments if either (1) an acceptable SPAC transaction or acceptable Primary Equity Issuance with a valuation of the Company’s equity interests of at least $1,000,000,000 isn’t consummated on or prior to September 30, 2022, or (2) if the last twelve months (LTM) Net Revenue is below a certain threshold. Upon either event, the Company is required to repay 4.17% of the principal amount outstanding as of the date of the breach payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial breach will not alter the monthly mandatory repayment obligation. Further, the loan agreement also requires mandatory repayment if after entering into the loan agreement the Company: 1. Receives any cash proceeds from any capital contribution or any issuance of subordinated debt or equity interests, other than those permitted, of an amount equal to 100% of the net cash proceeds of the respective issuance and shall be applied pro rata on such date, provided the issuance is based on a valuation of all equity interests of the Company of an amount equal to or greater than $1,000,000,000, such repayment shall not exceed $40,000,000. 2. Receives any cash proceeds from any issuance or incurrence of indebtedness, other than permitted, of an amount equal to 100% of the net cash proceeds of the respective incurrence of indebtedness which shall be applied pro rata on such date. 3. Receives any cash proceeds from any asset sale in which the proceeds exceed $1,000,000 per transaction or series of related transactions and $5,000,000 in the aggregate per fiscal year, of an amount equal to 100% of the net sale proceeds which shall be applied pro rata on such date. Mandatory repayment is not required if on such date no default or event of default exists and the net sale proceeds are used to purchase assets, other than inventory and working capital, within a 180 4. Experiences a change of control, the Company shall repay the remaining outstanding debt in full. 5. Receives any cash proceeds from any recovery event, unless such proceeds don’t exceed $1,000,000 in aggregate for all such recovery events over the term of the loan or if the proceeds are in respect to automobile insurance claims made in the ordinary course of business, of an amount equal to 100% of the net cash proceeds from such event which shall be applied pro rata on such date. Mandatory repayment is not required if on such date no default or event of default exists, and the net cash proceeds are used to replace or restore any properties or assets within a 180-day receipt of the net cash proceeds. If all or any portion of such net cash proceeds are not used within the 180-day The Company was in compliance with all debt covenants as of December 31, 2021. Prêt Garanti par l’État (PGE) Loan In response to the COVID-19 November 2021 During January 2021, the payment terms of the 1,500,000 euros loan were amended to have a recurring quarterly payment of 75,000 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 3,000,000 euros of the loan due November 2021 to November 2022. Prior to the amendment, all 3,000,000 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 27, 2021, the first agreement deferred a first payment, where the principal of 600,000 euros was to be paid in full in November 2021, to be paid in monthly installments of 12,000 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 2,400,000 euros was to be paid in full in November 2021, to be paid in monthly installments of 49,000 euros beginning December 2022 through November 2026 and added a 1.44% global effective rate. As of December 31, 2021, 410,000 euros, or $464,000 USD at the December 31, 2021 spot rate, were classified within short-term debt and a total remaining outstanding principal of 4,350,000 euros, or $4,923,000 at the December 31, 2021 spot rate. For the years ended December 31, 2021 and 2020, 40,000 and 3,000 euros, or $46,000 and $4,000 USD of interest expense was recognized, respectively. Paycheck Protection Program (PPP) The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020. Among the provisions contained in the CARES Act is the creation of the PPP that provides for Small Business Administration (SBA) Section 7(a) loans for qualified small businesses. PPP loan proceeds are available to be used to pay for payroll costs, including salaries, commissions and similar compensation, group health care benefits and paid leaves, rent, utilities and interest on certain other outstanding debt. The amount that will be forgiven will be calculated in part with reference to the Company’s full-time headcount during the eight-week period following the funding of the PPP loan. On May 1, 2020, the Company received total proceeds of $6,938,000 pursuant to the PPP. In accordance with the loan forgiveness requirements of the CARES Act, the Company intends to use the proceeds from the PPP loan primarily for payroll costs, rent and utilities. The interest rate on the PPP loan is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP loan, or a portion of them, are not forgiven, the Company will be required to make monthly principal and interest payments in monthly installments beginning six months from the date of the PPP loan. As of December 31, 2020, $3,469,000 of the note was classified as short-term debt. The PPP loan matured on April 30, 2022. Upon the occurrence of an event of default, the lender would have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. Subsequently released guidance instructs all applicants and recipients to take into account their current business activity and the Company’s ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to their business. In June 2021, the Company’s PPP loan principal of $6,938,000 and accrued interest of $79,000 was forgiven by the SBA but remains subject to audit. As a result, the Company recorded a $7,017,000 gain on debt extinguishment for the note forgiveness. For the year ended December 31, 2020, $47,000 of interest expense was recognized. The Company’s notes payable balances were as follows (in thousands): December 31, 2021 2020 Horizon Loan $ — $ 18,000 Deutsche Bank Loan 75,000 — PGE Loan 4,923 5,504 PPP Loan — 6,938 Total Notes Payable 79,923 30,442 Less: unamortized debt issuance costs (521 ) (561 ) Less: unamortized debt discount (581 ) (231 ) Less: short-term portion of PGE Loan (464 ) (4,036 ) Less: short-term portion of PPP Loan — (3,469 ) Total Notes Payable, $ 78,357 $ 22,145 The notes payable future principal payments as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 464 2023 76,174 2024 1,185 2025 1,196 2026 904 Thereafter — Total $ 79,923 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 16. Net loss per share The Company uses the two-class two-class if-converted No dividends were declared or paid as of September 30, 2022 and 2021. Undistributed earnings for each period are allocated to participating securities, including the Preferred Stock for applicable periods, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there are no contractual obligation for the Preferred Stockholders to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The net loss per share does not differ between common stock, non-voting non-voting The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the periods ended September 30, 2022 and 2021 (in thousands except per share amounts): Nine months ended September 30, 2022 2021 Net loss $ (100,583 ) $ (105,259 ) Basic and diluted weighted average common stock outstanding 71,169 68,832 Basic and diluted net loss per share $ (1.41 ) $ (1.53 ) Since the Company was in a loss position for the periods ended September 30, 2022 and 2021, basic net loss per share was the same as diluted net loss per share for the periods presented. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares): As of September 30, 2022 2021 Convertible redeemable preferred stock 125,817,855 125,472,147 Stock options and restricted stock units outstanding (1) 29,878,777 29,025,351 Warrants for convertible redeemable preferred stock 28,259,306 28,808,183 Warrants for common stock 374,353 354,353 Shares reserved for future award issuance 8,000,613 3,646,982 Contingent compensation put and call options — 2,919,582 Total 192,330,904 190,226,598 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. | 17. Net Loss Per Share The Company uses the two-class two-class if-converted No dividends were declared or paid for the years ended December 31, 2021 and 2020. Undistributed earnings for each period are allocated to participating securities, including the Preferred Stock for applicable periods, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there are no contractual obligations for the Preferred Stockholders to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The net loss per share does not differ between common stock, non-voting non-voting The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands except per share amounts): Year ended December 31, 2021 2020 Net loss $ (120,063 ) $ (165,055 ) Basic and diluted weighted average common stock outstanding 69,039 49,170 Basic and Diluted Net Loss Per Share $ (1.74 ) $ (3.36 ) Since the Company was in a loss position for the years ended December 31, 2021 and 2020, basic net loss per share was the same as diluted net loss per share for the periods presented. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares): Year ended December 31, 2021 2020 Convertible redeemable preferred stock 125,472,147 120,384,609 Stock options and restricted stock units outstanding (1) 29,149,349 26,674,987 Warrants for convertible redeemable preferred stock 28,808,183 29,477,295 Warrants for common stock 354,353 354,353 Shares reserved for future award issuance 3,390,543 9,093,018 Total 187,174,575 185,984,262 (1) The December 31, 2021 balance is inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Segment and Geographical Area I
Segment and Geographical Area Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment. Geographical Area Information The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use September 30, 2022 December 31, 2021 United States $ 22,489 $ 10,566 Europe 1,596 165 Total $ 24,085 $ 10,731 See Note 5 - Revenue for the Company’s revenues disaggregated by geography. | 18. Segment and Geographical Area Information Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment. Geographical Area Information The table below summarizes the Company’s long-lived assets, which are comprised of property and equipment, net of accumulated depreciation, by geographical area: Year ended December 31, 2021 2020 United States $ 10,566 $ 11,353 Europe 165 1,084 Total $ 10,731 $ 12,437 See Note 5 — Revenue for the Company’s revenues disaggregated by geography. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
SUBSEQUENT EVENTS | 19. Subsequent Events The Company has evaluated subsequent events through November 23, 2022, which is the date the condensed financial statements were available to be issued. The following events occurred subsequent to the date the condensed financial statements were available to be issued: Bridge Loans In fourth quarter of 2022, the Company issued a total of $3,559,985 in subordinated convertible promissory notes (“Bridge Loans”) to multiple parties. The Bridge Loans mature on May 31, 2024 and accrue interest at 1.85% per annum. The Company has the right to issue subordinated convertible promissory notes with the counterparties up to a principal amount of $50,000,000, of which $31,800,000 was issued earlier in the year to multiple parties, including to an immediate family member of management in full settlement of the liability from the related party advance on financing in the amount of $4,750,000 (please refer to Note 18 - Related-Party Transactions). Please refer to the Bridge Loans section of Note 9 - Notes Payable for additional information on the Bridge Loans. Deutsche Bank Loan In November 2022, the Company entered into amendments to the loan agreement with Deutsche Bank as lead arranger to amend the mandatory repayment conditions to extend the date by which an acceptable SPAC transaction or acceptable primary equity issuance is required to be consummated until November 30, 2022. Note Payable In October 2022, the Company issued a $2,000,000 subordinated promissory note to Braemar Energy Ventures III LP (“Braemar”), a related party and an existing investor in the Company. A member of our Board of Directors holds an interest in Braemar. The promissory note accrues interest at 10% per annum, compounded annually, and the principal and any accrued but unpaid interest will be due and payable upon holder demand at any time on or after October 30, 2023. The Company may also prepay all of the outstanding principal and accrued but unpaid interest under the promissory note at any time, subject to a prepayment premium equal to $200,000 less the amount of accrued but unpaid interest that is prepaid. The promissory note is subordinated to all of the Company’s senior indebtedness, including the Deutsche Bank Loan entered into during October 2021. In December 2022, Braemar elected to exchange the outstanding principal and accrued but unpaid interest under the promissory note into a Bridge Loan. Management Alignment Plan In December 2022, the Company terminated the Management Alignment Plan, subject to and contingent upon the consummation of the business combination described below. Business Combination/2022 Performance Bonuses In December 2022, the board of directors authorized the payment of performance bonuses, subject to and contingent on the consummation of the business combination described below, to the Company’s Chief Executive Office r, Chief Operating Officer a nd General Counsel in the amounts of $312,500 , $187,500 a nd $107,500, respectively, in consideration of such officers’ services in 2022 and their agreement to salary reductions in the second half of 2022 pending the completion of the business combination . The bonuses were paid in January 2023. Share Repurchase and Repayment of Stockholder Notes On December 8, 2022, the Company entered into a stock repurchase agreement with an affiliate of the Company’s Chief Executive Officer pursuant to which, subject to the closing of the business combination described below and the concurrent closing of the share transfer pursuant to the note repayment agreement described below, the Company repurchased 2,710,571 shares of common stock from the stockholder at a purchase price of $1.96 per share. In addition, on December 8, 2022, the Company entered into a note repayment agreement with the Company’s Chief Executive Officer and his affiliate pursuant to which, subject to the closing of the business combination described below and the concurrent closing of the share repurchase pursuant to the stock repurchase agreement described above, the stockholders agreed to transfer 2,597,286 shares of capital stock to the Company in full satisfaction of the $14.2 million aggregate outstanding balance under the Chief Executive Officer’s 2015 Stockholder Note, 2019 Stockholder Note and 2021 nonrecourse promissory note (See Note 14 – Stock-Based Compensation and Note 18 – Related Party Transactions). Business Combination On May 11, 2022, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 thereto on December 8, 2022, the “SPAC Merger Agreement”) with InterPrivate II Acquisition Corp., a Delaware corporation and a special purpose acquisition company (“InterPrivate II” or the “SPAC”), and the other parties thereto. Pursuant to the SPAC Merger Agreement, InterPrivate II will acquire the Company with consideration of a combination of cash and shares. The SPAC Merger Agreement contains customary representations, warranties, covenants, closing conditions, termination fee provisions and other terms relating to the mergers and the other transactions contemplated thereby (collectively, the “business combination”). On May 11, 2022, InterPrivate II entered into a convertible note subscription agreement pursuant to which it agreed to issue and sell to the subscriber, contingent on, and occurring immediately following, the closing of the business combination, up to million aggregate principal amount of the Convertible Notes described below. On December 8, , the business combination was consummated, with the Company and its subsidiaries becoming wholly owned subsidiaries of InterPrivate II, which was renamed as “Getaround, Inc.” (the “Combined Company”). Upon the consummation of the business combination, the Company received cash of $ million, a portion of which was used to repay all amounts outstanding under the 2021 Credit Agreement (See Note 9 – Notes Payable). In connection with the consummation of the business combination, the iHeart Media Note Payable, the 2021 Convertible Promissory Notes and the Bridge Loans all converted in accordance with their terms into common stock of the Combined Company (See Note 9 – Notes Payable). 2027 Convertible Notes On December 8, 2022, the Combined Company completed the private placement of $ million aggregate principal amount of 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “2027 Convertible Notes”) pursuant to the convertible note subscription agreement described above. Immediately prior to the closing of the private placement, on December 8, 2022, InterPrivate II and the subscriber had entered into an amendment to the convertible note subscription agreement pursuant to which, among other things, the parties agreed that a $5.25 million fee payable to the subscriber within 100 trading days following the closing of the private placement would instead become due and payable at the closing of the private placement. In addition, the Combined Company issued an aggregate of 266,156 shares of its common stock to the subscriber at the closing in full satisfaction of an equitable adjustment provision in the convertible note subscription agreement, as amended. The net proceeds from the sale of the 2027 Convertible Notes were $169.8 million, after deducting the fee described above, but before offering expenses. The net proceeds were used as described above under “— Business Combination.” The 2027 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 2027 Convertible Notes will mature on December 8, 2027, unless earlier converted, redeemed or repurchased. The 2027 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 2027 Convertible Notes will be settled in shares of the Combined Company’s common stock. The initial conversion rate is 86.96 shares of common stock per $1,000 principal amount of 2027 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 of the Combined Company’s common stock for the 90 trading days after the closing of the private placement, subject to a minimum conversion price of $9.21 per share. The conversion price is subject to further adjustments as provided in the indenture governing the 2027 Convertible Notes, including adjustments in connection with certain issuances or deemed issuances of the Combined Company’s 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 2027 Convertible Notes. The 2027 Convertible Notes are redeemable at any time by the Combined 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 as specified in the indenture. Upon the occurrence of a fundamental change (as defined in the indenture), subject to certain conditions and limited exceptions, holders may require the Combined Company to repurchase for cash all or any portion of the 2027 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 2027 Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date. The 2027 Convertible Notes are senior secured obligations of the Combined Company, guaranteed by certain of its subsidiaries and secured by collateral consisting of substantially all of the assets of the Combined Company and its subsidiary guarantors. The indenture governing the 2027 Convertible Notes includes restrictive covenants that, among other things, limit the ability of the Combined Company to incur additional debt, make restricted payments and limit the ability of the Combined Company to incur liens. The indenture also contains customary events of default. Pursuant iHeartMedia Share Issuance In January 2023, the Combined Company entered into an amendment to a 2021 letter agreement with a media company, pursuant to which the Company had agreed to purchase $1.5 million of advertising services. The amendment extends the period for the Combined Company to purchase the advertising services in exchange for, among other things, the Combined Company’s immediate payment in cash of a $0.2 million account payable to the media company and the Combined Company’s agreement to issue an affiliate of the media company 536,666 shares of its common stock. 2023 Restructuring Plan On February 1, 2023, the board of directors of the Combined Company approved a restructuring plan to streamline operations and reduce costs to achieve a leaner path to profitability. The restructuring plan includes a reduction in the Combined Company’s global headcount by approximately 10%. The Combined Company also anticipates significantly reducing costs associated with external consultants, professional services providers and vendors for certain software and tools. The Combined Company has also initiated a new suite of risk management tools to improve revenue yield and reduce the cost of risk during trips booked on the Getaround marketplace. These actions are expected to be substantially completed by the end of 2023. | 20. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 23, 2022, the date that the consolidated financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Interprivate II Acquisition Crop [Member] | ||
Subsequent Event [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On October 31, 2022, the Sponsor and Braemar Energy Ventures III, L.P. (“Braemar”) entered into a Stock Transfer Agreement pursuant to which the Sponsor agreed to transfer 200,000 shares of Class A Stock to Braemar promptly following, and contingent upon, the Closing of the Business Combination. Pursuant to the terms of the Merger Agreement and a letter agreement entered into on November 7, 2022 between the Company and Getaround (the “Escrow Shares Allocation Agreement”), the Escrow Shares will be allocated promptly following the Closing to: (i) non-redeeming re-allocate | NOTE 11. SUBSEQUENT EVENTS On March 31, 2022, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest completes a b usiness The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events other than the above that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, useful lives of intangible assets and property and equipment, assessment of possible impairment of its intangibles and long-lived assets, valuation of deferred income tax assets, fair value of preferred stock warrants, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these financial statements may not be representative of the results that may be expected for the year ending December 31, 2022. | 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, useful lives of intangible assets and property and equipment, assessment of possible impairment of its intangibles and long-lived assets, valuation of deferred income tax assets, fair value of preferred stock warrants, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021, and 2020, the Company’s cash equivalents consisted of money market accounts. | |
Restricted Cash | Restricted Cash As of December 31, 2021 and 2020, restricted cash consists of fully collateralized letters of credit related to the Company’s Drivy acquisition (Note 4 — Contingent Compensation) and various lease agreements in the amount of $3,950,000 and $14,400,000 for December 31, 2021 and 2020, respectively. The reduction in restricted cash balance is driven entirely by the settlement of liabilities that were collateralized by outstanding letters of credit. The remaining restricted cash balance is associated with lease agreements. | |
Fair Value Measurements | Fair Value Measurements The Company measures fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 — Level 2 — Level 3 — A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under specific customer agreements and/or contracts. Payment terms vary with each customer, but the majority of contracts provide for payment within 30 to 45 days of invoice date, and no discounts are offered. The written-off | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under specific customer agreements and/or contracts. Payment terms vary with each customer, but the majority of contracts provide for payment within 30 to 45 days of invoice date, and no discounts are offered. The allowance for doubtful accounts is determined based upon a specific identification of balances, the collection of which, in management’s opinion, is doubtful. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. After all attempts to collect a receivable have failed, the receivable is written-off |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line Property and Equipment Estimated Useful Life Furniture and fixtures 3 Computer equipment 2 Completed Connect devices 2 Vehicles 3 Leasehold improvements Shorter of estimated useful life Expenditures for maintenance and repairs are charged to expense as incurred and major improvements and betterments that improve or extend the life of existing properties and equipment are capitalized. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from the accounts. Liabilities related to lease incentive obligations are amortized as lease expense over the term of the related lease. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is the excess of costs over fair value of net assets of the business acquired. Goodwill and other intangible assets acquired that are determined to have an indefinite useful life are not amortized but are tested for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill and other intangible assets might be impaired. For goodwill, the Company performs impairment reviews by its single reporting unit. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not There have been no impairments of goodwill for the years ended December 31, 2021 and 2020. The change in balance between periods is solely a result of fluctuations in foreign currency exchange rates. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Definite-lived intangible assets are acquired intangible assets and are recognized at the acquisition date fair value. Definite-lived intangible assets are reviewed for impairment under the long-lived asset model, described below. Amortization is recognized using the straight-line method over estimated useful lives of the assets of one Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. On November 15, 2021, Getaround recognized an impairment to write-off During the first quarter of 2021, Getaround recognized an impairment to write-off There were no impairments of long-lived assets or of definite-lived intangible assets for the year ended December 31, 2020. | |
Accrued Host Payments and Insurance Fees | Accrued Host Payments and Insurance Fees Accrued host payments represent the portion of user rental fees earned but not remitted to vehicle owners as of the consolidated balance sheet date. Accrued insurance fees represent the portion of insurance fees collected on behalf of the insurance provider as of the consolidated balance sheet date, but not yet remitted to the insurance provider as of the consolidated balance sheet date. Vehicle owners earn 60% to 70% of rental fees. As of December 31, 2021, and 2020, accrued host payments and insurance fees were $13,384,000 and $12,105,000, respectively. | |
Revenue Recognition | Revenue Recognition The Company derives substantially all of its revenue from its peer-to-peer Under ASC 606, revenue is recognized when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Each component of revenue is recognized net of any incentives and other considerations given to customers. The Company excludes all sales tax from the transaction price. | |
Service Revenue | Service Revenue Service revenues are derived from rental fees collected by the Company from users who book and rent third-party vehicles through the Company’s platform at an agreed-upon rate. The user is charged for the rental at the time the vehicle reservation is made, or, in the case of a trip extension, at the time the extension is booked. Pursuant to the online Terms of Service, third-party vehicle owners agree that the Company retains the applicable service revenue as consideration for their use of the Company’s platform and certain additional charges that the Company may collect from renters on behalf of the owners for related post-booking activities performed by the Company to successfully consummate the rental. Hence, the Company’s primary performance obligation in the transaction is to facilitate the completion of a successful rental transaction between the third-party vehicle owner and the renter. The Company also may offer ancillary promises of distinct service depending on the region. Within the United States, the Company offers an automatic tolling feature on each third-party vehicle, which provides the renter with the convenience of using the electronic toll lane for automated payment at the renter’s discretion and charges a nominal amount in exchange per toll transaction. The automatic tolling feature is deemed to be a distinct performance obligation within the context of the primary rental service. Within Europe, the Company intermediates a sale of third-party insurance coverage on third-party owner vehicles to the renters during the booking process and charges a nominal amount in exchange for intermediating the sales transaction. Intermediary sale of insurance coverage is deemed to be a distinct performance obligation within the context of the primary rental service. Within the United States, insurance coverage is not deemed to be a distinct performance obligation and is included in the price of a trip. Service revenues for rental service are presented net of payments due to vehicle owners, as the Company acts as an agent in the arrangement between the third-party vehicle owner and the renter and does not control the asset or service provided by the vehicle owners to the renters. Similarly, the revenue related to either automated tolling feature or intermediary sale of insurance coverage is also reported on a net basis by only representing the portion of service revenue while excluding the payment collected for the toll or for the insurance coverage since the Company is not the primary obligor for controlling the accessibility to the passageway that requires tolls or for the underlying insurance coverage. The Company recognizes service revenue from these performance obligations on a straight-line straight-line | |
Subscription Fees | Subscription Fees The Company receives subscription fees from third-party vehicle owners on the platform for the use of Connect devices installed on their vehicles. Connect device subscription service contracts are on a month-to-month | |
Lease Revenue | Lease Revenue The Company accounts for lease revenue earned from parking, vehicle rentals and rental-related activities wherein an arrangement involves the use of assets that are explicitly identified and conveys the right to use the specific assets under ASC Topic 840. The Company has operating leases for parking spaces. Designated parking spaces are leased by the Company from various garage operators and municipalities within certain metropolitan markets and are made available for rental on a monthly subscription basis to third-party vehicle owners. The Company is solely responsible for paying parking costs to the garage operators regardless of whether the parking spaces are rented by third-party vehicle owners on the platform and accordingly recognizes parking lease revenue on a gross basis. Parking lease revenue includes direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. Prior to 2021 the Company had service revenue from leased vehicles. The Company collected lease revenue from users who booked and rented the Company’s own leased vehicles at an agreed-upon rate. These vehicles were leased by the Company as a dedicated fleet to be utilized by the users on the platform. The Company was solely responsible for paying vehicle lease costs to the lessor regardless of whether the vehicles were booked for use by guests on the platform and accordingly recognized vehicle lease revenue on a gross basis. Vehicle fleet lease revenue included direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. Additionally, the Company offered an automatic tolling feature on each of its vehicles, which provided the renter with the convenience of using the electronic toll lane for automated payment at the renter’s discretion and charged a nominal amount in exchange per toll transaction when used. Non-lease Non-lease In 2020, the Company ended its lease arrangement and no longer generates revenue from vehicle leases. The Company’s lease revenue now consists only of revenue generated from the leasing of parking spaces. | |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based payment awards, including stock options and restricted stock units (RSUs) granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant-date | |
Costs and Expenses | Costs and Expenses Cost of revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating the Company’s platform. Cost of revenue does not include depreciation and amortization. Sales and marketing expenses consist primarily of print and online digital advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of the Company’s salesforce and marketing teams. Operations and support expenses consist primarily of auto insurance, claims support, customer relationships, compensation and related expenses of operations personnel, driver’s license and identity checks, parking space lease expense, onboarding, vehicle lease expenses and other operating costs. For the years ended December 31, 2021 and 2020, respectively, auto insurance costs were $1,747,000 and $2,304,000, claims support costs were $17,579,000 and $24,066,000, and compensation expenses were $13,074,000 and $17,239,000. Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of the Company’s software, hardware, and user experience. Compensation expenses included in Technology and product development expenses were $17,677,000 and $17,372,000 for the years ended December 31, 2021 and 2020, respectively. Research and development expenses within the meaning of ASC 730-10-50-1 incurred in periods presented have not been material. General and administrative expenses consist primarily of office space and facilities, non-auto Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. | |
Advertising Costs | Advertising Costs Advertising costs are charged to sales and marketing expenses when incurred. Advertising costs were $10,888,000 and $1,602,000 for the years ended December 31, 2021 and 2020, respectively. | |
Income Taxes | Income Taxes The Company is subject to taxation in the United States and various states and foreign jurisdictions, including the Netherlands, France, and Norway. The Company accounts for income taxes in accordance with ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. As of December 31, 2021 and 2020, there were no uncertain tax positions that required accrual. The Company recognizes interest accrued related to unrecognized tax benefits | |
Foreign Currency Translation | Foreign Currency Translation The functional currencies of the Company’s foreign subsidiaries are their respective local currencies. The Company translates the assets and liabilities of each of its international subsidiaries into the U.S. dollar at the current rate of exchange in effect at the end of the accounting period and recorded as part of a separate component of stockholders’ deficit and reported in the consolidated statements of operations and comprehensive loss. Revenues and expenses are translated using a rate that approximates the average of those in effect during the period and reported in the consolidated statements of operations and comprehensive loss. in The Company does not currently engage in any hedging activity to reduce its potential exposure to currency fluctuations. | |
Offering Costs Associated with the SPAC Transaction | Offering Costs Associated with the SPAC Transaction The Company complies with the requirements of the ASC 340-10-S99-1 Topic 5A – “Expenses assets. (See Note 6 - Prepaid expenses and other current assets) | |
Concentration of Credit Risk | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions that management believes are of high credit quality; however, at times, deposits may exceed the amount of insurance provided on such deposits, if any. The Company has not experienced any losses on its deposits since inception. As of December 31, 2021 and 2020, no single customer represented more than 10% of accounts receivable, and during the years ended December 31, 2021 and 2020, no single customer represented more than 10% of the Company’s total revenue. | |
Recent Accounting Standards | Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, right-of-use right-of-use The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective transition approach and elected to apply the new guidance at the adoption date without adjusting comparative periods presented. Comparative information has not been restated and will continue to be reported under accounting standards in effect for those periods. In adopting the new guidance, the Company elected to apply the package of transition practical expedients, which allows the Company not to reassess: (1) whether any expired or existing contracts contain leases under the new definition of a lease; (2) lease classification for any expired or existing leases; and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. In transition, the Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use The adoption of ASC 842 resulted in the recognition of a new right-of-use right-of-use Note 10 - Leases. In ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 removes 2019-12 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), 2021-04 | |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) 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 condensed consolidated financial statements or disclosures. | Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases 2016-02 on-balance right-of-use 2016-02 In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) 2016-13 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 removes In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40) periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Topic 470-50), 815-40), |
Interprivate II Acquisition Crop [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K There have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our condensed financial statements and related notes. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K S-X |
Reclassifications | Reclassifications Certain reclassifications were made to the prior period balances to conform to the current period presentation. These reclassifications do not restate the prior period financial statements and are for presentation purposes only. | |
Liquidity and Capital Resources | Liquidity and Financial Condition As of September 30, 2022 the company had cash of $40,119 and a working capital deficit of $6,164,771. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. The Sponsor is authorized to issue to up to $1.5M to the Company through a Working Capital Loan. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. The Company has a termination date of less than one year from the issuance of this report. | Liquidity and Capital Resources On March 9, 2021, the Company consummated the Public Offering of 25,875,000 Units which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000. Simultaneously with the closing of the Public Offering, the Company consummated the sale of 4,616,667 private placement warrants at a price of $1.50 per private placement warrant in a private placement to the Sponsor and EarlyBirdCapital, generating gross proceeds of $6,925,000. For the year ended December 31, 2021, cash used in operating activities was $1,126,564. Net loss of $2,619,935 was affected by a non-cash As of December 31, 2021, the Company had marketable securities held in the Trust Account of $258,821,242 (including $104,868 of interest income and unrealized gains consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by the Company to pay taxes. Through December 31, 2021, the Company has not withdrawn any interest earned from the Trust Account. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete its business combination. To the extent that the capital stock or debt is used, in whole or in part, as consideration to complete the Company’s business combination, the r emaining As of December 31, 2021, the Company had cash of $120,785. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a business combination, the Company would repay such loaned amounts. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements and compliance with new or revised financial accounting standards that are applicable to other public companies. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were invested in U.S. Treasury Bills. | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Accordingly, at September 30, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company’s effective tax rate was 1,191.30% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 315.73% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nin On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not |
Net Income (Loss) Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Months Ended September 30, 2022 2021 2022 2021 Ordinary shares subject to possible redemption Numerator: Net loss attributable to Class A common stock subject to possible redemption $ (197,608 ) $ (12,312 ) $ (175,128 ) $ (2,055,494 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject 25,875,000 25,875,000 25,875,000 25,875,000 Basic and Diluted net loss per share, Redeemable Ordinary Shares $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) Non-Redeemable Numerator: Net loss $ (248,537 ) $ (15,485 ) $ (220,264 ) $ (2,585,255 ) Less: Net loss attributable to Class A common stock subject to possible redemption 197,608 12,312 175,128 2,055,494 Net loss attributable to Class A common stock not subject to possible redemption (50,929 ) (3,173 ) (45,136 ) (529,761 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, non-redeemable 6,668,750 6,668,750 6,668,750 6,668,750 Basic and diluted net loss per share, Non-redeemable $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) | Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended Ordinary shares subject to possible redemption Net loss allocable to Class A common stock subject to possible redemption $ (2,018,670 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 21,125,342 Basic and Diluted net income per share, Redeemable Ordinary Shares $ (0.10 ) Non-Redeemable Numerator: Net loss $ (2,619,935 ) Less: Net loss attributable to Class A common stock not subject to possible redemption 2,018,670 Net loss attributable to Class A common stock not subject to possible redemption (601,265 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, ordinary shares 6,292,226 Basic and diluted net loss per share, ordinary shares $ (0.10 ) |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 | |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. As of December 31, 2021 and March 9, 2021, the Private Placement Warrants were accounted for as liabilities, and the Public Warrants were accounted for as temporary equity (see Note 8). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital 815-40-15-7D, | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||
Schedule of basic and diluted net income (loss) per common share | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the periods ended September 30, 2022 and 2021 (in thousands except per share amounts): Nine months ended September 30, 2022 2021 Net loss $ (100,583 ) $ (105,259 ) Basic and diluted weighted average common stock outstanding 71,169 68,832 Basic and diluted net loss per share $ (1.41 ) $ (1.53 ) | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands except per share amounts): Year ended December 31, 2021 2020 Net loss $ (120,063 ) $ (165,055 ) Basic and diluted weighted average common stock outstanding 69,039 49,170 Basic and Diluted Net Loss Per Share $ (1.74 ) $ (3.36 ) |
Schedule of property plant and equipment estimated useful loves of the assets | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line Property and Equipment Estimated Useful Life Furniture and fixtures 3 Computer equipment 2 Completed Connect devices 2 Vehicles 3 Leasehold improvements Shorter of estimated useful life | |
INTERPRIVATE II ACQUISITION CORP [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Schedule of basic and diluted net income (loss) per common share | Year Ended Ordinary shares subject to possible redemption Net loss allocable to Class A common stock subject to possible redemption $ (2,018,670 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 21,125,342 Basic and Diluted net income per share, Redeemable Ordinary Shares $ (0.10 ) Non-Redeemable Numerator: Net loss $ (2,619,935 ) Less: Net loss attributable to Class A common stock not subject to possible redemption 2,018,670 Net loss attributable to Class A common stock not subject to possible redemption (601,265 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, ordinary shares 6,292,226 Basic and diluted net loss per share, ordinary shares $ (0.10 ) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Disaggregation of Revenues | The following table present Company’s revenues disaggregated by geography (in thousands): Nine months ended September 30, 2022 2021 Service revenue: United States $ 25,452 $ 28,517 Europe 18,515 18,216 Total service revenue 43,967 46,733 Lease revenue: United States 654 885 Europe 404 588 Total lease revenue 1,058 1,473 Total Revenue $ 45,025 $ 48,206 | The following table presents Company’s revenues disaggregated by geography (in thousands): Year ended December 31, 2021 2020 Service revenue: United States $ 37,413 $ 28,584 Europe 23,707 18,782 Total Service Revenue 61,120 47,366 Lease revenue: United States 1,218 10,959 Europe 729 400 Total Lease Revenue 1,947 11,359 Total Revenue $ 63,067 $ 58,725 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Advertising services $ 199 $ 699 Rent 86 459 Compensation 91 120 Sales taxes 341 1,440 Subscriptions 772 1,061 Parking 85 72 Legal services 16 16 Insurance 193 644 Recruiting services — 54 Consulting 2,921 27 Contract assets 628 681 Owners compensation 730 — Other 973 617 Prepaid Expenses and Other Current Assets $ 7,035 $ 5,890 | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Advertising services $ 699 $ 158 Rent 459 530 Compensation 120 418 Sales taxes 1,440 1,078 Subscriptions 1,061 886 Parking 72 82 Legal services 16 8 Insurance 644 253 Recruiting services 54 112 Consulting 27 87 Other 1,178 518 Prepaid Expenses and Other Current Assets $ 5,770 $ 4,130 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): December 31, 2021 2020 Computer equipment $ 841 $ 909 Vehicles and vehicle equipment 1,457 3,120 Office equipment and furniture 1,253 1,260 Leasehold improvements 11,534 11,547 Less: accumulated depreciation and amortization (4,354 ) (4,399 ) Property and Equipment, Net $ 10,731 $ 12,437 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum payments under operating leases as of September 30, 2022, are as follows (in thousands): Year ending , From October 1, 2022 to December 31, 2022 $ 987 2023 4,041 2024 4,138 2025 4,235 2026 4,334 Thereafter 11,060 Total undiscounted future cash flows 28,795 Less: Imputed interest (8,866 ) Total $ 19,929 Supplemental Information for Comparative Periods Prior to the adoption of ASC 842, future minimum lease payments for noncancellable operating leases as of December 31, 2021 were as follows (in thousands): Year ending December 31 , 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 | The future minimum lease payments under operating leases as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): December 31, 2021 2020 Opening Balance $ 132,307 $ 121,708 Foreign currency translation (9,502 ) 10,599 Goodwill $ 122,805 $ 132,307 |
Summary of detail of intangible assets | The detail of intangible assets is as follows (in thousands): December 31, 2021 Gross Carrying Accumulated Net Carrying Weighted-Average Developed technology $ 12,043 $ (6,423 ) $ 5,620 2.3 Customer relationships 32,932 (19,698 ) 13,234 2.2 Trade names 331 (331 ) — — Total $ 45,306 $ (26,452 ) $ 18,854 2.2 December 31, 2020 Gross Carrying Accumulated Net Carrying Weighted-Average Developed technology $ 13,695 $ (4,651 ) $ 9,050 3.2 Customer relationships 35,401 (14,271 ) 21,124 3.2 Trade names 862 (484 ) 378 0.5 Total $ 49,958 $ (19,406 ) $ 30,552 3.2 |
Summary of expected future amortization expense for intangible assets | Expected future amortization expense for intangible assets as of December 31, 2021 is as follows (in thousands): Year ending December 31, 2022 $ 8,372 2023 7,861 2024 2,621 Total $ 18,854 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of other accrued liabilities | Other accrued liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Claims payable $ 10,183 $ 8,132 Compensation 4,147 9,176 Professional services 5,861 2,342 Lease incentive obligation — 606 Deferred rent — 37 Insurance 717 362 Vehicle leases 625 744 Sales tax 3,801 3,040 Other 3,323 2,952 Other Accrued Liabilities $ 28,657 $ 27,391 | Other accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Claims payable $ 8,132 $ 9,629 Compensation 9,176 10,779 Professional services 2,342 1,870 Lease incentive obligation 606 606 Deferred rent 37 9 Insurance 362 217 Fleet operations 744 2,677 Sales tax 3,040 3,214 Other 2,952 1,589 Other Accrued Liabilities $ 27,391 $ 30,590 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Deferred rent $ — $ 2,725 Lease incentive obligation — 3,936 Other — 190 Other Long-Term Liabilities $ — $ 6,851 | Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Deferred rent $ 2,725 $ 2,693 Lease incentive obligation 3,936 4,542 Other 190 2,725 Other Long-Term Liabilities $ 6,851 $ 9,960 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Summary of convertible notes payable | The Company’s convertible notes payable balances were as follows (in thousands): September 30, 2022 December 31, 2021 iHeart Convertible Note $ 474 $ 474 2021 Convertible Promissory Notes measured at fair value 34,537 34,803 Bridge Loans measured at fair value 28,170 — Total Convertible Notes Payable $ 63,181 $ 35,277 | The Company’s convertible notes payable balance was as follows (in thousands): December 31, 2021 2020 iHeart Convertible Note $ 474 $ 474 2021 Convertible Promissory Notes measured at fair value 34,803 — Total Convertible Notes Payable $ 35,277 $ 474 |
Summary of Company's notes payable | The Company’s notes payable balances were as follows (in thousands): September 30, 2022 December 31, 2021 Deutsche Bank Loan $ 75,000 $ 75,000 PGE Loan 4,041 4,923 Total Notes Payable 79,041 79,923 Less: unamortized debt issuance costs (239 ) (521 ) Less: unamortized debt discount (266 ) (581 ) Less: short-term portion of PGE Loan (895 ) (464 ) Less: short-term portion of DB loan (37,530 ) — Total Notes Payable, less current portion $ 40,111 $ 78,357 | The Company’s notes payable balances were as follows (in thousands): December 31, 2021 2020 Horizon Loan $ — $ 18,000 Deutsche Bank Loan 75,000 — PGE Loan 4,923 5,504 PPP Loan — 6,938 Total Notes Payable 79,923 30,442 Less: unamortized debt issuance costs (521 ) (561 ) Less: unamortized debt discount (581 ) (231 ) Less: short-term portion of PGE Loan (464 ) (4,036 ) Less: short-term portion of PPP Loan — (3,469 ) Total Notes Payable, $ 78,357 $ 22,145 |
Summary of notes payable future principal payments | The notes payable future principal payments as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 464 2023 76,174 2024 1,185 2025 1,196 2026 904 Thereafter — Total $ 79,923 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | ||
Schedule of Components of Lease Expense | The components of lease expense for the period ended September 30, 2022 are as follows (in thousands): Nine months ended September 30, 2022 Operating lease costs $ 2,476 Short term lease costs 1,763 Variable lease costs 614 Sublease income (1,058 ) Total Lease Costs $ 3,795 | |
Schedule of Other Information Related to Leases | Other information related to leases for the nine months ended September 30, 2022 are as follows (in thousands): Nine months ended September 30, 2022 Operating cash flows used for lease liabilities $ 2,974 Right of use assets acquired under operating lease on the adoption of ASC 842 $ 14,341 Weighted-average remaining lease term (in years): 6.8 Weighted-average discount rate 11.6 % | |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum payments under operating leases as of September 30, 2022, are as follows (in thousands): Year ending , From October 1, 2022 to December 31, 2022 $ 987 2023 4,041 2024 4,138 2025 4,235 2026 4,334 Thereafter 11,060 Total undiscounted future cash flows 28,795 Less: Imputed interest (8,866 ) Total $ 19,929 Supplemental Information for Comparative Periods Prior to the adoption of ASC 842, future minimum lease payments for noncancellable operating leases as of December 31, 2021 were as follows (in thousands): Year ending December 31 , 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 | The future minimum lease payments under operating leases as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 $ 3,990 2023 4,100 2024 4,198 2025 4,295 Thereafter 15,997 Total $ 32,580 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 159,303 $ 142,964 Accruals and reserves 3,432 2,188 Other 6,014 3,042 Total Deferred Tax Assets 168,749 148,194 Less: valuation allowance (166,243 ) (143,578 ) Total Deferred Tax Assets, Net of Valuation Allowance 2,506 4,616 Deferred tax liabilities: Intangibles (3,937 ) (6,963 ) Other (278 ) — Total Deferred Tax Liabilities (4,215 ) (6,963 ) Net Deferred Tax Liabilities $ (1,709 ) $ (2,347 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2021 and 2020: Year ended December 31, 2021 (%) 2020 (%) Federal statutory income tax rate 21.0 21.0 State income tax expense 3.5 8.9 Permanent tax adjustments (1.9 ) (0.6 ) Fair value adjustments (3.6 ) (1.9 ) Gain on debt extinguishment 1.2 — Change in valuation allowance (19.9 ) (26.8 ) Foreign rate differential 0.6 0.6 Other, net (0.5 ) (0.5 ) Effective Income Tax Rate 0.4 0.8 |
Schedule of US And Foreign Compinents Of Income Tax Expense Benefit | The U.S. and foreign components of income (loss) before provision for (benefit from) income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 United State s $ (105,821 ) $ (149,621 ) Foreign (14,713 ) (16,694 ) Loss Before Provision for Income Taxes $ (120,534 ) $ (166,315 ) |
Schedule Of Components Of Income Tax Expense Benefit | The components of the provision for (benefit from) income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 Current: Federal $ — $ — State 9 2 Foreign 3 9 Total Current Tax Expense 12 11 Deferred: Federal — — State — — Foreign (483 ) (1,271 ) Total Deferred Tax Benefit (483 ) (1,271 ) Total Benefit from Income Taxes $ (471 ) $ (1,260 ) |
Interprivate II Acquisition Crop [Member] | |
Schedule of Deferred Tax Assets and Liabilities | 12/31/2021 Deferred tax asset (liability) Net operating loss carryforward $ 30,226 Startup/Organization Expenses 397,294 Unrealized gain/loss (4,500 ) Total deferred tax assets 423,020 Valuation Allowance (423,020 ) Deferred tax asset (liability), net of allowance $ (0 ) |
Federal Income Tax Note | 12/31/2021 Federal Current expense/(benefit) $ — Deferred expense/(benefit) (423,020 ) State and Local Current — Deferred — Change in valuation allowance 423,020 Income tax provision expense/ (benefit) $ — |
Schedule of Effective Income Tax Rate Reconciliation | 12/31/2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Deferred tax liability change in rate 0.00 % Transaction costs warrants -0.05 % Change in FV warrants -4.80 % Meals & entertainment 0.00 % Valuation allowance -16.15 % Income tax provision expense/(benefit) 0.00 % |
Mezzanine Equity and Stockhol_2
Mezzanine Equity and Stockholders' Deficit (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity And Stockholders Equity Note Disclosures [Abstract] | ||
Schedule of Authorized Issued and Outstanding Shares of Convertible Redeemable Preferred Stock and Liquidation Preferences | The authorized, issued and outstanding shares of convertible redeemable preferred stock and liquidation preferences were as follows (in thousands, except share amounts): September 30, 2022 Series Authorized Shares Issued and Outstanding Liquidation Carrying Series A 14,497,716 10,678,459 $ 10,918 $ 16,953 Series B 11,980,730 5,216,044 8,407 9,578 Series C 18,526,490 10,836,279 23,844 22,761 Series D 45,812,043 44,439,418 294,940 191,841 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,987,106 72,910 51,709 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,784,347 7 8,356 Series E-3 17,829,563 1,244,801 1 3,622 Total 186,388,450 125,817,855 $ 530,265 $ 411,016 December 31, 2021 Series Authorized Shares Issued and Liquidation Carrying Series A 14,497,716 10,678,459 $ 10,918 $ 16,953 Series B 11,980,730 5,119,213 8,251 9,338 Series C 18,526,490 10,836,279 23,844 22,761 Series D 45,812,043 44,439,418 294,940 191,841 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,987,106 74,939 51,709 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,784,347 7 8,356 Series E-3 17,829,563 995,924 1 3,214 Total 186,388,450 125,472,147 $ 532,138 $ 410,368 | The authorized, issued and outstanding shares of convertible redeemable preferred stock and liquidation preferences were as follows (in thousands, except share amounts): December 31, 2021 Series Authorized Shares Shares Issued and Liquidation Carrying Value Series A 14,497,716 10,678,459 $ 10,918 $ 16,953 Series B 11,980,730 5,119,213 8,251 9,338 Series C 18,526,490 10,836,279 23,844 22,761 Series D 45,812,043 44,439,418 294,940 191,841 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,987,106 74,939 51,709 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,784,347 7 8,356 Series E-3 17,829,563 995,924 1 3,214 Total 186,388,450 125,472,147 $ 532,138 $ 410,368 December 31, 2020 Series Authorized Shares Issued and Liquidation Carrying Series A 14,497,716 7,702,462 $ 7,875 $ 12,093 Series B 11,980,730 4,715,258 7,600 8,582 Series C 18,526,490 10,718,119 22,834 22,508 Series D 45,812,043 44,327,922 293,150 191,328 Series D-2 2,712,109 — — — Series D-3 5,344,476 5,344,476 50,773 49,587 Series E 23,960,873 18,582,697 71,358 51,093 Series E-1 22,286,950 22,286,925 68,465 56,609 Series E-2 23,437,500 6,706,750 7 8,055 Series E-3 17,829,563 — — — Total 186,388,450 120,384,609 $ 522,062 $ 399,855 |
Summary of Issued and Outstanding Shares of Common Stock | The issued and outstanding shares of common stock were as follows: September 30, 2022 December 31, 2021 Class B Non-Voting 285,937 285,937 Common Stock 61,204,103 57,297,091 Non-Voting 22,155,719 22,155,719 Total 83,645,759 79,738,747 | The issued and outstanding shares of common stock were as follows: Year ended December 31, 2021 2020 Class B Non-Voting 285,937 285,937 Common Stock 57,297,091 43,294,342 Non-Voting 22,155,719 25,765,327 Total 79,738,747 69,345,606 |
Summary of Shares of Common Stock Reserve for Future Issuance Under the Amended and Restated 2010 Stock Plan | Shares of common stock reserved for future issuance are as follows (in whole shares): September 30, 2022 December 31, 2021 Convertible redeemable preferred stock 125,817,855 125,472,147 Stock options and restricted stock units outstanding 19,432,132 18,702,704 Warrants for convertible redeemable preferred stock 28,259,306 28,808,183 Warrants for common stock 374,353 354,353 Shares reserved for future award issuance 8,000,613 3,390,543 Contingent compensation put and call options — 2,919,582 Total Reserved 181,884,259 179,647,512 | Shares of common stock reserved for future issuance under the Amended and Restated 2010 Stock Plan (Stock Plan) are as follows (in whole shares): Year ended December 31, 2021 2020 Convertible redeemable preferred stock 125,472,147 120,384,609 Stock options and restricted stock units outstanding 18,702,704 26,876,324 Warrants for convertible redeemable preferred stock 28,808,183 29,477,295 Warrants for common stock 354,353 354,353 Shares reserved for future award issuance 3,390,543 8,891,681 Total Reserved 176,727,930 185,984,262 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of restricted stock units (RSUs) activity | Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, 2,090,865 $ 2.34 RSUs granted 634,000 1.28 RSUs vested (810,967 ) 2.52 RSUs canceled (206,035 ) 1.87 Balance, 1,707,863 $ 1.91 | Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, 1,001,898 $ 1.94 RSUs granted 1,859,600 2.48 RSUs vested (445,020 ) 2.01 RSUs canceled (325,613 ) 2.36 Balance, 2,090,865 $ 2.34 |
Summary of stock option activity | Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, (1) 27,058,484 $ 1.04 8.21 $ 6,889 Options granted 3,166,600 1.26 9.48 1,116 Options exercised (176,463 ) 0.70 2.20 144 Options expired (548,548 ) 0.96 — 376 Options forfeited (1,329,159 ) 1.24 — 606 Balance, 28,170,914 1.07 7.77 11,858 Vested and Exercisable, September 30, 2022 7,697,082 $ 0.89 6.71 $ 6,233 Vested and Exercisable and Expected to Vest, September 30, 2021 28,170,914 $ 1.07 7.77 $ 11,858 (1) The number of options exercised excludes the common stock options that were legally exercised in exchange of the nonrecourse promissory notes during the year ended December 31, 2021. | Stock Options Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, 25,200,540 $ 1.04 8.29 $ 1,046 Options granted 8,755,252 1.25 8.39 3,435 Options exercised (1) (2,324,444 ) 0.76 7.53 6,082 Options expired (345,912 ) 0.77 — 183 Options forfeited (4,226,952 ) 0.73 — 2,445 Balance, 27,058,484 $ 1.04 8.21 $ 6,889 Vested and Exercisable 6,611,245 $ 0.78 7.02 $ 3,268 Vested and Exercisable and Expected to Vest 27,058,484 $ 1.04 8.21 $ 6,889 (1) The number of options exercised excludes the common stock options that were legally exercised in exchange of the nonrecourse promissory notes during the year ended December 31, 2021. |
Summary of the weighted-average assumptions used in the valuation of stock options granted | December 31, 2021 2020 Expected volatility (%) 80.7 58.0 Risk-free interest rate (%) 1.0 0.1 Expected dividend yield — — Expected term (years) 6.1 6.0 | |
2010 Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
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 $ and $ for the nine months ended September 30, 2022 and 2021, respectively, which was included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Nine months ended September 30, 2022 2021 Sales and marketing $ 731 $ 1,533 Operations and support 729 947 Technology and product development 988 2,276 General and administrative 1,526 3,163 Total $ 3,974 $ 7,919 | The Company recognized stock-based compensation expense related to stock options of $9,656,000, and $1,737,000 for the years ended December 31, 2021 and 2020, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended December 31, 2021 2020 Sales and marketing $ 1,805 $ 307 Operations 1,217 282 Technology and product development 2,729 432 General and administrative 3,905 716 Total $ 9,656 $ 1,737 |
2010 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of the company recognized stock-based compensation expense related to stock options | The Company recognized stock-based compensation expense related to RSUs of $971,000 and $1,501,000 for the nine months ended September 30, 2022 and 2021, respectively, which was included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Nine months ended September 30, 2022 2021 Sales and marketing $ 181 $ 252 Operations and support 187 313 Technology and product development 395 666 General and administrative 208 270 Total $ 971 $ 1,501 | The Company recognized stock-based compensation expense related to RSUs of $1,812,000 and $908,000 for the years ended December 31, 2021 and 2020, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended December 31, 2021 2020 Sales and marketing $ 305 $ 164 Operations 378 197 Technology and product development 800 425 General and administrative 329 122 Total $ 1,812 $ 908 |
Warrant (Tables)
Warrant (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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): Year ended December 31 2021 2020 Common stock warrants $ 337 $ 277 Series B warrants 297 219 Series E-2 warrants 19,379 13,618 Series E-3 warrants 27,944 21,395 Horizon warrants 547 241 Total $ 48,504 $ 35,750 |
Summary of Warrants Outstanding | Number of outstanding warrants as of December 31, 2021 and 2022 was as follows: Year ended December 31 2021 2020 Common stock warrants 230,976 230,976 Series B warrants 300,000 300,000 Series E-2 warrants 11,674,564 11,347,752 Series E-3 warrants 16,833,619 17,829,543 Horizon warrants 651,042 651,042 |
Summary of Warrants Issued | The Company had the following warrant issuance events during 2020: Event E-2 E-3 Series E-2 11,072,394 — Series E-2 6,982,108 — Series E-3 E-2 — 17,829,543 Total 18,054,502 17,829,543 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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): September 30, 2022 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 4,837 $ — $ — Liabilities: Redeemable convertible preferred stock warrant liability $ — $ — $ (64,917 ) Common stock warrant liability $ — $ — $ (459 ) Convertible Promissory Notes $ — $ — $ (62,707 ) December 31, 2021 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 4,519 $ — $ — Liabilities: Redeemable convertible preferred stock warrant liability $ — $ — $ (48,167 ) Common stock warrant liability $ — $ — $ (337 ) Convertible Promissory Notes $ — $ — $ (34,803 ) | 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): December 31, 2021 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 4,519 $ — $ — Liabilities: Convertible redeemable preferred stock warrant liability — — (48,167 ) Common stock warrant liability — — (337 ) Convertible Promissory Note — — (34,803 ) December 31, 2020 Fair Value Measurement Level 1 Level 2 Level 3 Assets: Money market account $ 22,019 $ — $ — Liabilities: Convertible redeemable preferred stock warrant liability — — (35,473 ) Common stock warrant liability — — (277 ) |
Schedule of changes in the level 3 convertible promissory notes and securities measured at fair value | The following table presents changes in the Level 3 convertible promissory notes measured at fair value for Nine months ended September 30, 2022 2021 Convertible Bridge Loans Balance $ 34,803 $ — Additions — 31,800 Fair value measurement adjustments (266 ) (3,630 ) Conversion — — Balance (end of period) $ 34,537 $ 28,170 Year ended December 31, 2021 2021 Convertible Balance $ — Additions 29,420 Fair value measurement adjustments 5,383 Conversion — Balance (end of period) $ 34,803 | The following tables present changes in the Level 3 convertible promissory notes and securities measured at fair value for the periods ended December 31, 2021 and 2020 (in thousands): Year ended December 31, 2021 Convertible Securities Balance, $ — $ — Additions 29,420 — Fair value measurement adjustments 5,383 — Conversion — — Balance, $ 34,803 $ — Year ended December 31, 2020 Convertible Securities Balance, $ — $ — Additions 24,145 63,095 Fair value measurement adjustments 4,901 14,909 Conversion (29,046 ) (78,004 ) Balance, $ — $ — |
Warrant [Member] | ||
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of warrants as of September 30, 2022 and December 31, 2021, respectively, using the following assumptions: September 30, 2022 December 31, 2021 Expected volatility 68.0% - 101.0% 66.9% - 82.7% Risk-free interest rate 3.9% - 4.2% 0.2% - 1.5% Expected dividend yield — — Expected term (years) 1.1 - 0.5 – 9.1 | The Company calculated the estimated fair value of warrants as of December 31, 2021 and 2020, respectively, using the following assumptions: Year ended December 31, 2021 2020 Expected volatility (%) 66.9 - 82.7 62.0 - 63.0 Risk-free interest rate (%) 0.2 - 1.5 0.13 - 0.19 Expected dividend yield (%) — — Expected term (years) 0.5 - 9.1 2.0 |
Schedule of changes in the level 3 warrant liability measured at fair value | The following table presents changes in the Level 3 warrant liability measured at fair value for the periods ended September 30, 2022 and December 31, 2021, respectively (in thousands): Nine months ended September 30, 2022 Convertible Common Balance $ 48,167 $ 337 Additions — — Fair value measurement adjustments 17,399 122 Exercised (649 ) — Balance (end of period) $ 64,917 $ 459 Year ended December 31, 2021 Convertible Common Balance $ 35,473 $ 277 Additions 916 — Fair value measurement adjustments 15,293 60 Exercised (3,515 ) — Balance (end of period) $ 48,167 $ 337 | The following table presents changes in the Level 3 warrant liability measured at fair value for the years ended December 31, 2021 and 2020, respectively (in thousands): Year ended December 31, 2021 Convertible Common Stock Balance, $ 35,473 $ 277 Additions 916 — Fair value measurement adjustments 15,293 60 Exercised (3,515 ) — Balance, $ 48,167 $ 337 Year ended December 31, 2020 Convertible Common Stock Balance, $ 460 $ — Additions 43,302 2,680 Fair value measurement adjustments 45 131 Exercised (8,334 ) (2,534 ) Balance, $ 35,473 $ 277 |
Convertible Promissory Notes And Securities [Member] | ||
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of convertible promissory notes and securities on the date of issuance and at each subsequent reporting date using the following assumptions: December 31, 2020 Expected volatility (%) 62.0 - 63.0 Risk-free interest rate (%) 0.13 - 0.19 Expected dividend yield (%) — Expected term (years) 2.0 The Company calculated the estimated fair value of convertible promissory notes and securities as of December 31, 2021 using the following assumptions: December 31, 2021 Contractual conversion price adjustment (%) 80.0 - 85.0 Discount rate (%) 11.9 Expected term (years) 0.3 - 0.5 | |
Convertible Promissory Notes [Member] | ||
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of convertible promissory notes as of September 30, 2022 and December 31, 2021, respectively, using the following assumptions: 2021 Convertible Promissory Notes September 30, 2022 December 31, 2021 Contractual conversion price adjustment 80.0% - 85.0% 80.0% - 85.0% Discount rate 20% 11.9% Expected term (years) 0.1 - 0.3 0.3 - 0.5 2022 Bridge Loans September 30, 2022 Expected volatility 71.0% Risk-free interest rate 3.9% Discount rate 26.9% Expected term (years) 0.1 - 1.3 | |
Interprivate II Acquisition Crop [Member] | ||
Schedule of information about the company's assets that are measured at fair value | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, respectively, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 260,207,445 Liabilities: Warrant liability — Private placement warrants 3 231,000 Warrant liability — Underwriters warrants 3 5,980 Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 258,821,242 Liabilities: Warrant liability — Private placement warrants 3 3,584,971 Warrant liability — Underwriters warrants 3 530,581 | Description December 31, Assets: Marketable securities held in Trust Account $ 258,821,242 Liabilities: Warrant Liability – Private Placement Warrants 3,584,971 Warrant Liability – Underwriters Warrants 530,581 |
Schedule of binomial lattice model for initial measurement of private placement warrants | Term September 30, December 31, Risk-free interest rate 4.20 % 1.19 % Market price of public stock $ 9.84 $ 9.70 Dividend yield 0.00 % 0.00 % Implied volatility 2.80 % 16.6 % Exercise price $ 11.50 $ 11.50 | Term December 31, March 9, Risk-free interest rate 1.19 % 1.00 % Market price of public stock $ 9.7 $ 9.84 Dividend Yield 0.00 % 0.00 % Implied volatility 16.6 % 13.1 % Exercise price $ 11.50 $ 11.50 |
Schedule of changes in fair value of warrant liabilities | Term Private Placement Underwriters Fair value as of December 31, 2021 $ 3,584,971 $ 530,581 Change in valuation inputs or other assumptions (3,353,971 ) (524,601 ) Fair value as of September 30, 2022 $ 231,000 $ 5,980 | Private Underwriters Fair value as of March 9, 2021 $ 3,041,500 $ 475,334 Change in valuation inputs or other assumptions 543,471 55,247 Fair value as of December 31, 2021 $ 3,584,971 $ 530,581 |
Contingent Compensation (Tables
Contingent Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Contingent Compensation [Abstract] | ||
Schedule of expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss | The expense related to the put call option agreement, which was included in the condensed consolidated statements of operations and comprehensive loss, was as follows (in thousands): Nine months ended September 30, 2022 2021 Sales and marketing $ 26 $ 115 Operations and support 31 142 Technology and product development 74 296 General and administrative 1,049 12,016 Total $ 1,180 $ 12,569 | The expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss, was as follows (in thousands): Year ended December 31, 2021 2020 Sales and marketing $ 135 $ 2,403 Operations and support 165 2,205 Technology and product development 340 3,373 General and administrative 10,649 5,296 Total $ 11,289 $ 13,277 |
Schedule of amounts accrued as components of short-term and long-term liability | The following table details the amounts accrued as components of short-term and long-term liability as of September 30, 2022 and December 31, 2021 related to the put call option agreement (in thousands): Other Accrued Other Long-Term Beginning balance as of January 1, 2021 $ 7,078 $ 1,963 Additions 13,839 — Payments (14,280 ) (963 ) Changes in fair value for share settled liability (2,550 ) — Reclassification from Long term to Short term 1,000 (1,000 ) Ending balance as of December 31, 2021 $ 5,087 $ — Additions 158 — Payments (1,581 ) — Settlements through issuance of common stock (4,642 ) — Changes in fair value for share settled liability 1,022 — Ending balance as of September 30, 2022 $ 44 $ — | The following table details the amounts accrued as components of short-term and long-term liability as of December 31, 2021 and 2020 related to the put call option agreement (in thousands): Other Accrued Other Long-Term Balance, $ 6,336 $ — Additions 11,897 1,963 Payments (10,572 ) — Changes in fair value for share settled liability (583 ) — Balance, 7,078 1,963 Additions 13,839 — Payments (14,280 ) (963 ) Changes in fair value for share settled liability (2,550 ) — Reclass from long-term to short-term 1,000 (1,000 ) Balance, $ 5,087 $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of earnings per share basic and diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the periods ended September 30, 2022 and 2021 (in thousands except per share amounts): Nine months ended September 30, 2022 2021 Net loss $ (100,583 ) $ (105,259 ) Basic and diluted weighted average common stock outstanding 71,169 68,832 Basic and diluted net loss per share $ (1.41 ) $ (1.53 ) | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands except per share amounts): Year ended December 31, 2021 2020 Net loss $ (120,063 ) $ (165,055 ) Basic and diluted weighted average common stock outstanding 69,039 49,170 Basic and Diluted Net Loss Per Share $ (1.74 ) $ (3.36 ) |
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): As of September 30, 2022 2021 Convertible redeemable preferred stock 125,817,855 125,472,147 Stock options and restricted stock units outstanding (1) 29,878,777 29,025,351 Warrants for convertible redeemable preferred stock 28,259,306 28,808,183 Warrants for common stock 374,353 354,353 Shares reserved for future award issuance 8,000,613 3,646,982 Contingent compensation put and call options — 2,919,582 Total 192,330,904 190,226,598 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares): Year ended December 31, 2021 2020 Convertible redeemable preferred stock 125,472,147 120,384,609 Stock options and restricted stock units outstanding (1) 29,149,349 26,674,987 Warrants for convertible redeemable preferred stock 28,808,183 29,477,295 Warrants for common stock 354,353 354,353 Shares reserved for future award issuance 3,390,543 9,093,018 Total 187,174,575 185,984,262 |
Segment and Geographical Area_2
Segment and Geographical Area Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of revenue from external customers and long-lived assets, by geographical areas | The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use September 30, 2022 December 31, 2021 United States $ 22,489 $ 10,566 Europe 1,596 165 Total $ 24,085 $ 10,731 | The table below summarizes the Company’s long-lived assets, which are comprised of property and equipment, net of accumulated depreciation, by geographical area: Year ended December 31, 2021 2020 United States $ 10,566 $ 11,353 Europe 165 1,084 Total $ 10,731 $ 12,437 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - Interprivate II Acquisition Crop [Member] - USD ($) | 12 Months Ended | ||
Mar. 09, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
Description of Organization and Business Operations [Line Items] | |||
Units in shares (in Dollars per share) | $ 1.5 | ||
Price per shares (in Dollars per share) | $ 10 | $ 10 | |
Transaction costs | $ 5,787,651 | ||
Underwriting fee | 5,175,000 | ||
Other offering costs | $ 612,651 | ||
Net proceeds amount | $ 258,750,000 | ||
Fair market value percentage | 80% | ||
Public Per Shares | $ 10 | ||
Aggregate public share percentage | 15% | ||
Public shares, percentage | 100% | ||
Interest payable | $ 100,000 | ||
Other Investee [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Ownership percentage | 50% | ||
Business Combination [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Net tangible assets | $ 5,000,001 | ||
IPO [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Units in shares (in Dollars per share) | $ 25,875,000 | ||
Underwriter units exercise (in Shares) | 3,375,000 | ||
Price per shares (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 258,750,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations [Line Items] | |||
Price per shares (in Dollars per share) | $ 1.5 | ||
Gross proceeds | $ 6,925,000 | ||
Warrants shares (in Shares) | 4,616,667 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Retained Earnings (Accumulated Deficit) | $ (505,881,000) | $ (726,527,000) | $ (625,944,000) |
Unrestricted Cash and Cash Equivalents | 49,879,000 | $ 27,216,000 | $ 62,516,000 |
Reclassification from Other accrued liabilities to Other Longterm Liabilities [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Prior Period Reclassification Adjustment | $ 7,235,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2022 | Mar. 09, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 16, 2022 | Mar. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Effective tax rate percentage | 0.50% | 0.80% | 0.40% | 0.80% | ||||||
Statutory tax rate percentage | 21% | 21% | ||||||||
Change in warrant liability | $ 17,521,000 | $ 30,332,000 | $ 15,353,000 | $ 176,000 | ||||||
Cash | $ 27,216,000 | $ 43,476,000 | 27,216,000 | $ 43,476,000 | 62,516,000 | 49,879,000 | ||||
Federal depository insurance coverage | 250,000 | |||||||||
Allowance for doubtful accounts | 5,418,000 | 5,418,000 | 6,890,000 | 7,653,000 | ||||||
Restricted cash | 3,600,000 | 3,600,000 | 3,950,000 | 14,400,000 | ||||||
Impairments of goodwill | 0 | 0 | ||||||||
Impairments of long lived assets | 0 | |||||||||
Impairments of definite lived intangible assets | $ 457,000 | $ 0 | ||||||||
Percentage of rental fees | 60% | 70% | ||||||||
Accrued host payments and insurance fees | 13,510,000 | 13,510,000 | $ 13,384,000 | $ 12,105,000 | ||||||
Auto insurance costs | 1,747,000 | 2,304,000 | ||||||||
Claims support costs | 17,579,000 | 24,066,000 | ||||||||
Compensation expenses | 13,074,000 | 17,239,000 | ||||||||
Technology and product development expenses | 17,677,000 | 17,372,000 | ||||||||
Advertising costs | $ 10,888,000 | 1,602,000 | ||||||||
Uncertain Income Tax Position Will Not Be Recognized Percentage of Likelihood Of Being Sustained | 50% | |||||||||
Unrecognized tax benefits | 0 | 0 | $ 0 | 0 | ||||||
Unrecognized tax benefits income tax penalties and interest accrued | 0 | 0 | 0 | $ 0 | ||||||
Short-term deferred rent and lease incentive obligation liabilities | 643,000 | |||||||||
Long-term deferred rent and lease incentive obligation liabilities | $ 6,661,000 | |||||||||
Operating right-of-use assets | 14,341,000 | 13,407,000 | 13,407,000 | |||||||
Offsetting deferred rent and lease incentives | 7,006,000 | |||||||||
Operating lease liabilities | $ 21,347,000 | 19,929,000 | 19,929,000 | |||||||
Lease Incentive Obligation Liabilities | $ 6,661,000 | |||||||||
Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful lives of the assets | 10 years | |||||||||
Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful lives of the assets | 1 year | |||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk percentage | 10% | 10% | ||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk percentage | 10% | 10% | ||||||||
Interprivate II Acquisition Crop [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Cash (in Dollars) | 40,119 | 40,119 | $ 120,785 | |||||||
Working capital deficit (in Dollars) | $ 6,164,771 | 6,164,771 | ||||||||
Working capital loan (in Dollars) | $ 1.5 | |||||||||
Effective tax rate percentage | 1,191.30% | 0% | 315.73% | 0% | ||||||
Statutory tax rate percentage | 21% | 21% | 0.09% | 21% | 21% | |||||
Units (in Dollars per share) | $ 1.5 | |||||||||
Generating gross proceeds | $ 258,750,000 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||
Generating gross proceeds | $ 6,925,000 | $ 6,925,000 | ||||||||
Cash used in operating activities | 1,126,564 | |||||||||
Net loss | 2,619,935 | |||||||||
Change in warrant liability | 598,718 | |||||||||
Marketable securities held in trust account | 104,868 | |||||||||
Unrealized loss on marketable securities held in in Trust Account | 33,626 | |||||||||
Offering costs | 6,835 | |||||||||
Changes in operating assets and liabilities | 959,060 | |||||||||
Cash | $ 40,119 | $ 40,119 | 120,785 | |||||||
Convertible into warrant | $ 1,500,000 | |||||||||
Convertible into warrant price per share (in Dollars per share) | $ 1.5 | |||||||||
Excise Tax Rate | 1% | 1% | 1% | |||||||
Public Offering [Member] | Interprivate II Acquisition Crop [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Units (in Shares) | 25,875,000 | |||||||||
Over-Allotment Option [Member] | Interprivate II Acquisition Crop [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Units (in Shares) | 3,375,000 | |||||||||
Units (in Dollars per share) | $ 10 | |||||||||
Sale of stock (in Shares) | 3,375,000 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||||||||
Private Placement Warrants Member | Interprivate II Acquisition Crop [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Sale of stock (in Shares) | 4,616,667 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 1.5 | |||||||||
Generating gross proceeds | $ 6,925,000 | |||||||||
Prepaid Expenses and Other Current Assets [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Capitalized offering costs as consulting services | $ 2,907,000 | $ 2,907,000 | ||||||||
US Treasury Securities [Member] | Interprivate II Acquisition Crop [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Marketable securities held in Trust Account | $ 258,821,242 | |||||||||
Interest income | $ 104,868 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: Weighted Average Non-redeemable | ||||||
Basic and diluted weighted average shares outstanding, ordinary shares (in Shares) | 71,169,000 | 68,832,000 | 69,039,000 | 49,170,000 | ||
Basic and diluted net income (loss) per share, ordinary shares (in Dollars per share) | $ (1.41) | $ (1.53) | $ (1.74) | $ (3.36) | ||
Interprivate II Acquisition Crop [Member] | ||||||
Numerator: | ||||||
Net income (loss) attributable to Class A common stock subject to possible redemption | $ (197,608) | $ (12,312) | $ (175,128) | $ (2,055,494) | $ (2,018,670) | |
Denominator: Weighted Average Class A | ||||||
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | 25,875,000 | 25,875,000 | 25,875,000 | 25,875,000 | 21,125,342 | |
Basic and Diluted net income (loss) per share, Redeemable Ordinary Shares (in Shares) | (0.01) | 0 | (0.01) | (0.08) | (0.1) | |
Non-Redeemable Ordinary Shares [Member] | Interprivate II Acquisition Crop [Member] | ||||||
Numerator: | ||||||
Net income (loss) attributable to Class A common stock subject to possible redemption | $ (248,537) | $ (15,485) | $ (220,264) | $ (2,585,255) | $ (2,619,935) | |
Less: Net income (loss) attributable to Class A common stock not subject to possible redemption | 197,608 | 12,312 | 175,128 | 2,055,494 | 2,018,670 | |
Net income (loss) attributable to Class A common stock not subject to possible redemption | $ (50,929) | $ (3,173) | $ (45,136) | $ (529,761) | $ (601,265) | |
Denominator: Weighted Average Non-redeemable | ||||||
Basic and diluted weighted average shares outstanding, ordinary shares (in Shares) | 6,668,750 | 6,668,750 | 6,668,750 | 6,668,750 | 6,292,226 | |
Basic and diluted net income (loss) per share, ordinary shares (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.08) | $ (0.1) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of property plant and equipment estimated useful lives of the assets | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 3 years |
Computer equipment [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 2 years |
Completed Connect devices [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 2 years |
Vehicles [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 3 years |
Leasehold improvements [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Lives | Shorter of estimated useful life or lease term |
Public Offering (Details)
Public Offering (Details) - USD ($) | 12 Months Ended | |||
Feb. 04, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Mar. 09, 2021 | |
Other offering costs | On February 4, 2021, the Sponsor transferred an aggregate 90,000 Founder Shares to the Company’s independent directors, resulting in the Sponsor holding 5,660,000 Founder Shares. On March 4, 2021, the Company effected a 1.125-for-1 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding, 6,378,750of which were held by the Sponsor. On November 22, 2021, the Sponsor transferred 30,000 Founder Shares to a newly appointed independent director of the Company, resulting in the Sponsor holding 6,348,750 Founder Shares. The aggregate value of the 120,000 Founder Shares transferred to the independent directors will be recorded as compensation expense at the time of a Business Combination. The initial grant was deemed de minimis and the second grant in November 2021 is estimated at $9.79 per share, approximately $300,000. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture. | |||
Interprivate II Acquisition Crop [Member] | ||||
Cash | $ 120,785 | $ 40,119 | ||
Purchase price per unit (in Shares) | shares | $ 10 | $ 10 | ||
Other offering costs | Each Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per whole share | |||
Business Acquisition, Transaction Costs | $ 5,787,651 | |||
Number of shares (in Shares) | shares | 5,175,000 | |||
Other Deferred Costs, Net | $ 612,651 | |||
IPO [Member] | Interprivate II Acquisition Crop [Member] | ||||
Sale Of Stock Number Of Share Issued In Transaction | 25,875,000 | |||
Purchase price per unit (in Shares) | shares | $ 10 | |||
Over-Allotment Option [Member] | Interprivate II Acquisition Crop [Member] | ||||
Sale of stock units (in Shares) | shares | 3,375,000 | |||
Purchase price per unit (in Shares) | shares | $ 10 |
Private Placement (Details)
Private Placement (Details) - Interprivate II Acquisition Crop [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Private Placement Warrants Member | |
Private placement warrant price (in Dollars per share) | $ / shares | $ 1.5 |
Number of private placement warrants agreed to purchase (in Dollars) | $ | $ 6,925,000 |
Exercise of warrants, description | Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share |
Early Bird Capital [Member] | Private Placement Warrants Member | |
Number of private placement warrants agreed to purchase | 766,667 |
Sponsor Member | |
Number of private placement warrants agreed to purchase | 3,850,000 |
Sponsor Member | Early Bird Capital [Member] | |
Number of private placement warrants agreed to purchase | 4,616,667 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 04, 2021 | Feb. 28, 2021 | Feb. 04, 2021 | Jan. 13, 2021 | Feb. 28, 2021 | Dec. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 09, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Stock split, description | On February 4, 2021, the Sponsor transferred an aggregate 90,000 Founder Shares to the Company’s independent directors, resulting in the Sponsor holding 5,660,000 Founder Shares. On March 4, 2021, the Company effected a 1.125-for-1 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding, 6,378,750of which were held by the Sponsor. On November 22, 2021, the Sponsor transferred 30,000 Founder Shares to a newly appointed independent director of the Company, resulting in the Sponsor holding 6,348,750 Founder Shares. The aggregate value of the 120,000 Founder Shares transferred to the independent directors will be recorded as compensation expense at the time of a Business Combination. The initial grant was deemed de minimis and the second grant in November 2021 is estimated at $9.79 per share, approximately $300,000. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture. | ||||||||||||
Related Party advance on financing | $ 4,750,000 | ||||||||||||
Bridge Loans [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Total amount of loans issued to related party for settlement of liability | 4,750,000 | ||||||||||||
Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Incurred fees | $ 100,000 | ||||||||||||
Additional loans | $ 1,500,000 | 1,500,000 | |||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | ||||||||||||
Convertible promissory note | 0 | 0 | |||||||||||
Working capital loan amount | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||||
Related party payables outstanding | 439,279 | 439,279 | 50,320 | ||||||||||
Stock split, description | On March 4, 2021, the Company effected a 1.125 for 1 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding. | ||||||||||||
Outstanding Promissory Note | $ 149,476 | ||||||||||||
Other Expenses | $ 100,000 | ||||||||||||
Stock split, description | Each Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per whole share | ||||||||||||
Service fee payable | 0 | $ 0 | |||||||||||
Total amount of loans issued to related party for settlement of liability | $ 149,476 | 149,476 | |||||||||||
Related Party advance on financing | 149,476 | 149,476 | |||||||||||
Common Class B [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Number of common stock issued to sponsor (in Shares) | 5,750,000 | ||||||||||||
Vice President [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Monthly payment for assisting company | 10,000 | $ 10,000 | |||||||||||
Administrative Services Agreement [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Incurred fees | $ 30,000 | $ 30,000 | $ 90,000 | 70,000 | |||||||||
Private Placement Warrants [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | $ 1.5 | $ 1.5 | ||||||||||
Services Agreement [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Incurred fees | $ 30,000 | $ 30,000 | $ 90,000 | $ 70,000 | |||||||||
Sponsor [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Monthly payment for office space, administrative and support services | $ 10,000 | ||||||||||||
Payment to cover offering costs | $ 25,000 | ||||||||||||
Sponsor [Member] | Common Class B [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Number of common stock issued to sponsor (in Shares) | 5,750,000 | ||||||||||||
Sponsor [Member] | Founder Shares [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Number of shares forfeiture by sponsor (in Shares) | 843,750 | ||||||||||||
Percentage of issued and outstanding shares | 20% | ||||||||||||
Exceptions not to transfer, assign or sell of founder shares, description | The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of a Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of a Business Combination, or, in either case, earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||
Sam Zaid and Stockholder [Member] | Chief Executive Officer And Board [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Amount received from related party | $ 3,500,000 | ||||||||||||
Sam Zaid and Stockholder [Member] | Chief Executive Officer And Board [Member] | Promissory Note Agreement [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Non cash exercise of options to purchase common stock related party transaction | 10,446,654 | 10,446,645 | |||||||||||
Multiple Parties Including Family Member of Management [Member] | Bridge Loans [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Total amount of loans issued to related party for settlement of liability | 31,800,000 | ||||||||||||
Related party Financing [Member] | Bridge Loans [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Related Party advance on financing | 4,750,000 | ||||||||||||
Family Member Of Management [Member] | Bridge Loans [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate principal amount | 10,000,000 | 10,000,000 | |||||||||||
Promissory Note [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 300,000 | $ 1,500,000 | $ 1,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 05, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Operating lease payments | $ 2,974,000 | |||||
Loss contingency accrual was recorded as the amount of loss | $ 0 | |||||
Loss contingency estimated amount of loss recorded an accrual | 250,000 | $ 200,000 | ||||
Loss contingency accrual amount | $ 1,245,000 | 1,332,000 | 777,000 | |||
Settlement Of Liability [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Issuance of common stock to settle liability | $ 1,099,000 | $ 1,099,000 | ||||
Office Operating Lease Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Expiration period | June 2029 | |||||
Rental expense | $ 3,915,000 | 5,694,000 | ||||
Vehicles Lease Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Rental expense | 22,627,000 | |||||
Lessee operating lease scheduled term | 12 months | |||||
Extended term of lease based on type of vehicle | 96 months | |||||
Period within which the lessor to sell the return vehicle in the wholesale market | 60 days | |||||
Percentage of the capitalized cost of vehicle if returned at twelve months | 17% | |||||
Percentage of the remaining deprecated value at the time of surrender if returned after twelve months | 13% | |||||
Operating lease payments | 26,631,000 | |||||
Accrued additional liability to satisfy and terminate the existing lease agreement | $ 2,933,000 | |||||
Liability related to termination of vehicle master lease agreement | $ 275,000 | |||||
Vehicles Lease Agreement [Member] | Settlement Of Liability [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Issuance of common stock to settle liability shares | 327,991 | |||||
Issuance of common stock to settle liability | $ 1,099,000 | |||||
Interprivate II Acquisition Crop [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Business combination percentage | 3.50% | 3.50% | ||||
Gross proceeds | $ 9,056,250 | $ 9,056,250 | ||||
Issuance of common stock to settle liability | ||||||
Maximum [Member] | Interprivate II Acquisition Crop [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Fee payable percentage | 3.50% | |||||
Minimum [Member] | Interprivate II Acquisition Crop [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Fee payable percentage | 1.75% | |||||
Initial Public Offering [Member] | Interprivate II Acquisition Crop [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Payment for Management Fee | $ 4,528,125 | |||||
letter Agreement [Member] | Interprivate II Acquisition Crop [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Original BCMA fee | $ 9,056,250 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments Under Operating Leases - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2022 | $ 4,041 | $ 3,990 |
2023 | 4,138 | 4,100 |
2024 | 4,235 | 4,198 |
2025 | 4,334 | 4,295 |
Thereafter | 11,060 | 15,997 |
Total | $ 28,795 | $ 32,580 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | Sep. 30, 2020 | |
Common stock, shares authorized | 386,300,000 | 386,300,000 | 386,300,000 | 572,688,450 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares outstanding | 79,738,747 | 83,645,759 | 69,345,606 | |
Common stock, shares issued | 79,738,747 | 83,645,759 | 69,345,606 | |
Interprivate II Acquisition Crop [Member] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Warrant, description | In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of shares of Class B common stock will never occur on a less than one-for-one basis. | |||
Converted basis percentage | 20% | |||
Common Class A [Member] | Interprivate II Acquisition Crop [Member] | ||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 26,075,000 | |||
Common stock, shares outstanding | 26,075,000 | |||
Common stock, shares outstanding | 200,000 | 200,000 | ||
Common stock, shares issued | 200,000 | 200,000 | ||
Common Class B [Member] | Interprivate II Acquisition Crop [Member] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 6,468,750 | 6,468,750 | ||
Common stock, shares issued | 6,468,750 | 6,468,750 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2011 | Sep. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | Feb. 28, 2021 | Feb. 01, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award aggregate number of stock options cumulatively exercised earlier | 0 | 0 | 0 | ||||||||
Stock-based compensation | $ 4,945,000 | $ 9,420,000 | $ 11,468,000 | $ 2,645,000 | |||||||
Sponsor Member | Two Thousand And Fifteen Stockholder Notes [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Debt instrument face value | $ 478,000 | ||||||||||
Number of shares collateralized as part of loan agreement | 1,103,077 | ||||||||||
Related party transaction rate of interest | 1.59% | ||||||||||
Sponsor Member | Two Thousand And Fifteen Stockholder Notes [Member] | Call Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Payment for call option | $ 22,000,000 | ||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 310,212 | ||||||||||
Value per share payment made | $ 1.54 | ||||||||||
Value per share additional payable | $ 0.002 | ||||||||||
Two Co Founders And Board Members Of The Company [Member] | Two Thousand And Eighteen Stockholder Notes [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Debt instrument face value | $ 7,315,000 | ||||||||||
Number of shares collateralized as part of loan agreement | 4,969,017 | ||||||||||
Related party transaction rate of interest | 2.86% | ||||||||||
Debt instrument maturity date | Sep. 14, 2025 | ||||||||||
Exercise option beginning date | Sep. 14, 2021 | ||||||||||
Exercise option end date | Sep. 14, 2025 | ||||||||||
Two Co Founders And Board Members Of The Company [Member] | Two Thousand And Eighteen Stockholder Notes [Member] | Call Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Payment for call option | $ 685,000,000 | ||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 1,205,383 | ||||||||||
Value per share payment made | $ 6.07 | ||||||||||
Value per share additional payable | $ 0.02 | ||||||||||
Founder And Board Member Of The Company [Member] | Two Thousand And Nineteen Stockholder Note [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Debt instrument face value | $ 5,590,000 | ||||||||||
Number of shares collateralized as part of loan agreement | 2,432,199 | ||||||||||
Related party transaction rate of interest | 1.59% | ||||||||||
Debt instrument maturity date | Nov. 18, 2026 | ||||||||||
Exercise option beginning date | Nov. 18, 2021 | ||||||||||
Exercise option end date | Nov. 18, 2026 | ||||||||||
Founder And Board Member Of The Company [Member] | Two Thousand And Nineteen Stockholder Note [Member] | Call Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Payment for call option | $ 410,000,000 | ||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 631,579 | ||||||||||
Value per share payment made | $ 8.85 | ||||||||||
Value per share additional payable | $ 0.01 | ||||||||||
Non Qualified Stock Options [Member] | Shareholder [Member] | Promissory Note Agreements With Two Shareholders [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award options exercisable | 10,446,645 | 10,446,654 | |||||||||
Debt instrument face value | $ 21,261,000 | ||||||||||
Incentive Stock Options And Non Qualified Stock Options [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Stock-based compensation | 9,656,000,000 | 1,737,000,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Stock-based compensation | $ 1,812,000,000 | $ 908,000,000 | |||||||||
2010 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award number of shares available for issuance | 14,684,597 | ||||||||||
Common stock shares reserved for future issuance | 14,684,597 | ||||||||||
2010 Plan [Member] | Incentive Stock Option [Member] | Employees [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award expiry period | 10 years | ||||||||||
Share based compensation by share based award vesting period | 5 years | ||||||||||
Share based compensation by share based award exercise price as a percentage of purchase price of common stock | 100% | ||||||||||
2010 Plan [Member] | Non Qualified Stock Options [Member] | Employees And Consultants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award expiry period | 10 years | ||||||||||
Share based compensation by share based award vesting period | 5 years | ||||||||||
Share based compensation by share based award exercise price as a percentage of purchase price of common stock | 100% | ||||||||||
2010 Plan [Member] | Incentive Stock Options And Non Qualified Stock Options [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award fair value assumptions expected dividend rate | 0% | 0% | |||||||||
2010 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award vesting period | 3 years | ||||||||||
Management Alignment Plan [Member] | Participating Units [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation by share based award number of shares authorized | 1,200 | ||||||||||
Eligible value as a percentage of each transaction | 6% | ||||||||||
Maximum eligible bonus payable | $ 15,000,000,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Summary of restricted stock units (RSUs) activity - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSUs vested | (810,967) | |
2010 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Balance, December 31, 2020 | 2,090,865 | 1,001,898 |
RSUs granted | 634,000 | 1,859,600 |
RSUs vested | (810,967) | (445,020) |
RSUs canceled | (206,035) | (325,613) |
Balance, December 31, 2021 | 1,707,863 | 2,090,865 |
Balance, December 31, 2020 | $ 2.34 | $ 1.94 |
RSUs granted | 1.28 | 2.48 |
RSUs vested | 2.52 | 2.01 |
RSUs canceled | 1.87 | 2.36 |
Balance, December 31, 2021 | $ 1.91 | $ 2.34 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Summary Of Stock Option Activity - Incentive Stock Options And Non Qualified Stock Options [Member] - 2010 Plan [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Balance, December 31, 2020 | 27,058,484 | 25,200,540 | |
Number of Shares, Options granted | 3,166,600 | 8,755,252 | |
Number of Shares, Options exercised | (176,463) | (2,324,444) | |
Number of Shares, Options expired | (548,548) | (345,912) | |
Number of Shares, Options forfeited | (1,329,159) | (4,226,952) | |
Number of Shares, Balance, December 31, 2021 | 28,170,914 | 27,058,484 | 25,200,540 |
Number of Shares, Vested and Exercisable, December 31, 2021 | 7,697,082 | 6,611,245 | |
Number of Shares, Vested and Exercisable and Expected to Vest, December 31, 2021 | 28,170,914 | 27,058,484 | |
Weighted- Average Exercise Price, Balance, December 31, 2020 | $ 1.04 | $ 1.04 | |
Weighted- Average Exercise Price, Options granted | 1.26 | 1.25 | |
Weighted- Average Exercise Price, Options exercised | 0.7 | 0.76 | |
Weighted- Average Exercise Price, Options expired | 0.96 | 0.77 | |
Weighted- Average Exercise Price, Options forfeited | 1.24 | 0.73 | |
Weighted- Average Exercise Price, Balance, December 31, 2021 | 1.07 | 1.04 | $ 1.04 |
Weighted- Average Exercise Price, Vested and Exercisable, December 31, 2021 | 0.89 | 0.78 | |
Weighted- Average Exercise Price, Vested and Exercisable and Expected to Vest, December 31, 2021 | $ 1.07 | $ 1.04 | |
Weighted- Average Remaining Contractual Life (Years), Balance, December 31, 2020 | 7 years 9 months 7 days | 8 years 2 months 15 days | 8 years 3 months 14 days |
Weighted- Average Remaining Contractual Life (Years), Options granted | 9 years 5 months 23 days | 8 years 4 months 20 days | |
Weighted- Average Remaining Contractual Life (Years), Options exercised | 2 years 2 months 12 days | 7 years 6 months 10 days | |
Weighted- Average Remaining Contractual Life (Years), Balance, December 31, 2021 | 7 years 9 months 7 days | 8 years 2 months 15 days | 8 years 3 months 14 days |
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable, December 31, 2021 | 6 years 8 months 15 days | 7 years 7 days | |
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable and Expected to Vest, December 31, 2021 | 7 years 9 months 7 days | 8 years 2 months 15 days | |
Aggregate Intrinsic Value, Balance, December 31, 2020 | $ 6,889,000 | $ 1,046,000 | |
Aggregate Intrinsic Value, Options granted | 1,116,000 | 3,435,000 | |
Aggregate Intrinsic Value, Options exercised | 144,000 | 6,082,000 | $ 31,000 |
Aggregate Intrinsic Value, Options expired | 376,000 | 183,000 | |
Aggregate Intrinsic Value, Options forfeited | 606,000 | 2,445,000 | |
Aggregate Intrinsic Value, Balance, December 31, 2021 | 11,858,000 | 6,889,000 | $ 1,046,000 |
Aggregate Intrinsic Value, Vested and Exercisable, December 31, 2021 | 6,233,000 | 3,268,000 | |
Aggregate Intrinsic Value, Vested and Exercisable and Expected to Vest, December 31, 2021 | $ 11,858,000 | $ 6,889,000 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Summary Of Stock Option Activity (Parenthetical) - 2010 Plan [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Incentive Stock Options And Non Qualified Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation by share based award aggregate intrinsic value of options excercised during the period | $ 144,000 | $ 6,082,000 | $ 31,000 | |
Share based compensation by share based award aggregate intrinsic value of options vested during the period | $ 14,648,000 | $ 2,073,000 | ||
Share based compensation by share based award stock options granted during the period weighted average grant date fair value | $ 1.02 | $ 0.87 | ||
Incentive Stock Options [Member] | Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation by share based payment award plan modification incremental compensation costs | $ 1,189,000 | $ 1,189,490 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Summary of the company recognized stock-based compensation expense related to stock options - Two Thousand And Ten Stock Plan As Amended And Restated [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Incentive Stock Options And Non Qualified Stock Options [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 3,974 | $ 7,919 | $ 9,656 | $ 1,737 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 731 | 1,533 | 1,805 | 307 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Operations [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 729 | 947 | 1,217 | 282 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Technology And Product Development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 988 | 2,276 | 2,729 | 432 |
Incentive Stock Options And Non Qualified Stock Options [Member] | General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 1,526 | 3,163 | 3,905 | 716 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 971 | 1,501 | 1,812 | 908 |
Restricted Stock Units (RSUs) [Member] | Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 181 | 252 | 305 | 164 |
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 | 187 | 313 | 378 | 197 |
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 | 395 | 666 | 800 | 425 |
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 | $ 208 | $ 270 | $ 329 | $ 122 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Summary Of The Weighted Average Assumptions Used In The Valuation Of Stock Options Granted - Incentive Stock Options And Non Qualified Stock Options [Member] - 2010 Plan [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 80.70% | 58% |
Risk-free interest rate | 1% | 0.10% |
Expected dividend yield | 0% | 0% |
Expected term (years) | 6 years 1 month 6 days | 6 years |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Detail) - Summary of the company recognized stock-based compensation expense related to stock options - Two Thousand And Ten Stock Plan As Amended And Restated [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Incentive Stock Options And Non Qualified Stock Options [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 3,974 | $ 7,919 | $ 9,656 | $ 1,737 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 731 | 1,533 | 1,805 | 307 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Operations [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 729 | 947 | 1,217 | 282 |
Incentive Stock Options And Non Qualified Stock Options [Member] | Technology And Product Development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 988 | 2,276 | 2,729 | 432 |
Incentive Stock Options And Non Qualified Stock Options [Member] | General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 1,526 | 3,163 | 3,905 | 716 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 971 | 1,501 | 1,812 | 908 |
Restricted Stock Units (RSUs) [Member] | Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 181 | 252 | 305 | 164 |
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 | 187 | 313 | 378 | 197 |
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 | 395 | 666 | 800 | 425 |
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 | $ 208 | $ 270 | $ 329 | $ 122 |
Stock-Based Compensation (Det_8
Stock-Based Compensation (Details) - Summary of the company recognized stock-based compensation expense related to stock options (Parentheticals) - Two Thousand And Ten Stock Plan As Amended And Restated [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Incentive Stock Options And Non Qualified Stock Options [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation by share based award options unreognized share based compensation | $ 1,163,400 | $ 12,244,000,000 |
Share based compensation by share based award options unreognized share based compensation remaining period for recognition | 2 years 6 months 14 days | 3 years 1 month 6 days |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation by share based award options unreognized share based compensation | $ 2,699,000 | $ 3,691,000,000 |
Share based compensation by share based award options unreognized share based compensation remaining period for recognition | 1 year 5 months 4 days | 2 years 6 months |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | |
Warrants [Line Items] | ||||||||||||
Warrants and rights outstanding, Term | 10 years | |||||||||||
Proceeds from the exercise of warrants | $ 3,000 | |||||||||||
Common Stock Warrants [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Warrants and rights outstanding, Term | 10 years | 10 years | ||||||||||
Class of warrants or rights issued during the period units | 15,000 | 60,000 | ||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 3,438,950 | |||||||||||
Class of warrants or rights exercise price | $ 0.001 | $ 0.58 | $ 0.32 | |||||||||
Class of warrants or rights excercised during the period | 3,207,974 | |||||||||||
Common Stock Warrants [Member] | Loan and security agreement [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Debt instrument face value | $ 8,000,000 | |||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 48,377 | |||||||||||
Class of warrants or rights exercise price | $ 1.05 | |||||||||||
Warrants not settleable in cash fair value disclosure | $ 29,000 | |||||||||||
Series B convertible redeemable preferred stock [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Class of warrants or rights excercised during the period | 300,000 | |||||||||||
Proceeds from the exercise of warrants | $ 0 | |||||||||||
Warrant liabillity classified into temporary equity | $ 240,000 | |||||||||||
Series B convertible redeemable preferred stock [Member] | Convertible Promissory Note Agreement 2016 [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 300,000 | |||||||||||
Class of warrants or rights exercise price | $ 1.6118 | |||||||||||
Reduction in the balance of notes payable | $ 107,000 | |||||||||||
Class of warrants or rights year of expiry | 2022 | |||||||||||
Series D-3 convertible redeemable preferred stock [Member] | Tranche One [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 63,158 | |||||||||||
Class of warrants or rights exercise price | $ 0.01 | |||||||||||
Class of warrants or rights excercised during the period | 31,578 | |||||||||||
Warrants and rights outstanding maturity date | Apr. 01, 2020 | |||||||||||
Series D-3 convertible redeemable preferred stock [Member] | Tranche Two [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 31,578 | |||||||||||
Class of warrants or rights exercise price | $ 0.01 | |||||||||||
Class of warrants or rights excercised during the period | 63,158 | |||||||||||
Warrants and rights outstanding maturity date | Apr. 01, 2020 | |||||||||||
Series E-2 convertible redeemable preferred stock [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Class of warrants or rights issued during the period units | 404,409 | |||||||||||
Class of warrants or rights excercised during the period | 6,706,750 | |||||||||||
Proceeds from the exercise of warrants | $ 7,000 | |||||||||||
Warrant liabillity classified into temporary equity | $ 8,048,000 | |||||||||||
Class of warrants or rights issued during the period value | $ 912,000 | |||||||||||
Class of warrants or rights exercised during the period | 77,597 | |||||||||||
Series E-3 convertible redeemable preferred stock [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Class of warrants or rights excercised during the period | 248,877 | |||||||||||
Proceeds from the exercise of warrants | $ 249 | |||||||||||
Warrant liabillity classified into temporary equity | $ 408,000 | |||||||||||
Class of warrants or rights exercised during the period | 995,924 | |||||||||||
Series E-2 and Series E-3 convertible redeemable preferred stock [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Proceeds from the exercise of warrants | $ 1,000 | |||||||||||
Warrant liabillity classified into temporary equity | $ 3,515,000 | |||||||||||
Interprivate II Acquisition Crop [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Warrants and rights outstanding, Term | 5 years | |||||||||||
Warrant or right, reason for issuance, Description | Once the warrants become exercisable, 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 to each warrant holder; and • if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted). | |||||||||||
Description on business combination | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 80% of the higher of the Market Value and the Newly Issued Price. | |||||||||||
Representative shares [Member] | Interprivate II Acquisition Crop [Member] | ||||||||||||
Warrants [Line Items] | ||||||||||||
Stock issued during period, shares, Acquisitions | 200,000 | |||||||||||
Stock issued during period, value, Acquisitions | $ 2,000,000 |
Warrants (Details) - Summary of
Warrants (Details) - Summary of Tabular Form of Warrant Liability - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Warrant Liability [Line Items] | ||
Total | $ 48,504 | $ 35,750 |
Common stock warrants | ||
Warrant Liability [Line Items] | ||
Total | 337 | 277 |
Series B warrants | ||
Warrant Liability [Line Items] | ||
Total | 297 | 219 |
Series E-2 warrants | ||
Warrant Liability [Line Items] | ||
Total | 19,379 | 13,618 |
Series E-3 warrants | ||
Warrant Liability [Line Items] | ||
Total | 27,944 | 21,395 |
Horizon warrants | ||
Warrant Liability [Line Items] | ||
Total | $ 547 | $ 241 |
Warrants (Details) - Summary _2
Warrants (Details) - Summary of Warrants Outstanding - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 230,976 | 230,976 |
Series B warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 300,000 | 300,000 |
Series E-2 warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 11,674,564 | 11,347,752 |
Series E-3 warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 16,833,619 | 17,829,543 |
Horizon warrants | ||
Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 651,042 | 651,042 |
Warrants (Details) - Summary _3
Warrants (Details) - Summary of Warrants Issued | 12 Months Ended |
Dec. 31, 2020 shares | |
E-2 Issued [Member] | |
Warrants Issued [Line Items] | |
Total | 18,054,502 |
E-2 Issued [Member] | Series E-2 warrants issued with Series E issuance | |
Warrants Issued [Line Items] | |
Total | 11,072,394 |
E-2 Issued [Member] | Series E-2 warrants issued with debt conversion | |
Warrants Issued [Line Items] | |
Total | 6,982,108 |
E-3 Issued [Member] | |
Warrants Issued [Line Items] | |
Total | 17,829,543 |
E-3 Issued [Member] | Series E-3 warrants issued with Series E-2 conversion | |
Warrants Issued [Line Items] | |
Total | 17,829,543 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Components of Lease Expense $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Lease, Cost [Abstract] | |
Operating lease costs | $ 2,476 |
Short term lease costs | 1,763 |
Variable lease costs | 614 |
Sublease income | (1,058) |
Total Lease Costs | $ 3,795 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information Related to Leases $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Other Information Related To Leases [Line Items] | |
Operating cash flows used for lease liabilities | $ 2,974 |
Right of use assets acquired under operating lease on the adoption of ASC 842 | $ 14,341 |
Weighted-average remaining lease term (in years): | 6 years 9 months 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 11.60% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Future Minimum Lease Payments Under Operating Leases - USD ($) | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |||
From October 1, 2022 to December 31, 2022 | $ 987,000 | ||
2023 | 4,041,000 | $ 3,990,000 | |
2024 | 4,138,000 | 4,100,000 | |
2025 | 4,235,000 | 4,198,000 | |
2026 | 4,334,000 | 4,295,000 | |
Thereafter | 11,060,000 | 15,997,000 | |
Total | 28,795,000 | $ 32,580,000 | |
Less: Imputed interest | (8,866,000) | ||
Total | $ 19,929,000 | $ 21,347,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation allowance | $ 166,243,000,000 | $ 143,578,000,000 | ||||
Deferred tax liability | 4,215,000 | 6,963,000 | ||||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | 0 | ||
Income tax benefit | $ 547,000 | $ 797,000 | $ 471,000 | $ 1,260,000 | ||
Effective Income Tax Rate | 0.50% | 0.80% | 0.40% | 0.80% | ||
Unrecognized tax benefits income tax interest and penalties | $ 0 | |||||
Unrecognized tax benefits income tax interest and penalties accrued | 0 | 0 | $ 0 | $ 0 | ||
US Federal Authority [Member] | ||||||
Deferred tax assets net operating losses subject to expiration | 15,468,000,000 | |||||
Deferred tax assets net operating losses not subject to expiration | 83,186,000,000 | |||||
US State Authority [Member] | ||||||
Deferred tax assets net operating losses subject to expiration | 35,652,000,000 | |||||
Deferred tax assets net operating losses not subject to expiration | 1,100,000,000 | |||||
Foreign Authority [Member] | ||||||
Deferred tax assets net operating losses subject to expiration | 884,000,000 | |||||
Deferred tax assets net operating losses not subject to expiration | 23,012,000,000 | |||||
Non US Authority [Member] | ||||||
Deferred tax liability | 0 | |||||
Interprivate II Acquisition Crop [Member] | ||||||
Valuation allowance | 423,020,000 | |||||
Net operating loss | 143,934,000 | |||||
Income tax benefit | $ 271,311 | $ 322,368 | ||||
Effective Income Tax Rate | 1,191.30% | 0% | 315.73% | 0% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 159,303,000 | $ 142,964,000 |
Accruals and reserves | 3,432,000 | 2,188,000 |
Other | 6,014,000 | 3,042,000 |
Total Deferred Tax Assets | 168,749,000 | 148,194,000 |
Less: valuation allowance | (166,243,000) | (143,578,000) |
Total Deferred Tax Assets, Net of Valuation Allowance | 2,506,000 | 4,616,000 |
Deferred tax liabilities: | ||
Intangibles | (3,937,000) | (6,963,000) |
Other | (278,000) | 0 |
Total Deferred Tax Liabilities | (4,215,000) | (6,963,000) |
Net Deferred Tax Liabilities | 1,709,000 | $ 2,347,000 |
Interprivate II Acquisition Crop [Member] | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 30,226 | |
Startup/Organization Expenses | 397,294 | |
Unrealized gain/loss | (4,500) | |
Total Deferred Tax Assets | 423,020 | |
Valuation Allowance | (423,020) | |
Total Deferred Tax Assets, Net of Valuation Allowance | $ 0 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of provision (benefit) for income taxes - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | |||||
Current expense/(benefit) | $ 0 | $ 0 | |||
Deferred expense/(benefit) | (483,000) | (1,271,000) | |||
State and Local | |||||
Current | 9,000 | 2,000 | |||
Deferred | 0 | 0 | |||
Income tax provision expense/ (benefit) | $ 547,000 | $ 797,000 | 471,000 | $ 1,260,000 | |
Interprivate II Acquisition Crop [Member] | |||||
Federal | |||||
Current expense/(benefit) | |||||
Deferred expense/(benefit) | (423,020) | ||||
State and Local | |||||
Current | |||||
Deferred | 0 | ||||
Change in valuation allowance | 423,020 | ||||
Income tax provision expense/ (benefit) | $ 271,311 | $ 322,368 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of income tax rate reconciliation percent | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statutory federal income tax rate | 21% | 21% | ||||
State taxes, net of federal tax benefit | 3.50% | 8.90% | ||||
Permanent tax adjustments | (1.90%) | (0.60%) | ||||
Fair value adjustments | (3.60%) | (1.90%) | ||||
Gain on debt extinguishment | 1.20% | 0% | ||||
Change in valuation allowance | (19.90%) | (26.80%) | ||||
Foreign rate differential | 0.60% | 0.60% | ||||
Other, net | (0.50%) | (0.50%) | ||||
Effective Income Tax Rate | 0.50% | 0.80% | 0.40% | 0.80% | ||
Interprivate II Acquisition Crop [Member] | ||||||
Statutory federal income tax rate | 21% | 21% | 0.09% | 21% | 21% | |
State taxes, net of federal tax benefit | 0% | |||||
Deferred tax liability change in rate | 0% | |||||
Transaction costs warrants | (0.05%) | |||||
Change in FV warrants | (4.80%) | |||||
Meals & entertainment | 0% | |||||
Valuation allowance | -16.15 | |||||
Income tax provision expense/(benefit) | 0% | |||||
Effective Income Tax Rate | 1,191.30% | 0% | 315.73% | 0% |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of US And Foreign Components Of Income Tax Expense Benefit (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | ||||
United States | $ (105,821) | $ (149,621) | ||
Foreign | (14,713) | (16,694) | ||
Total | $ (101,130) | $ (106,056) | $ (120,534) | $ (166,315) |
Income Tax (Details) - Schedu_5
Income Tax (Details) - Schedule Of Components Of Income Tax Expense Benefit (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||||
Federal | $ 0 | $ 0 | ||
State | 9,000 | 2,000 | ||
Foreign | 3,000 | 9,000 | ||
Total Current Tax Expense | 12,000 | 11,000 | ||
Deferred: | ||||
Federal | 0 | 0 | ||
State | 0 | 0 | ||
Foreign | (483,000) | (1,271,000) | ||
Total Deferred Tax Benefit | (483,000) | (1,271,000) | ||
Total | $ 547,000 | $ 797,000 | $ 471,000 | $ 1,260,000 |
Mezzanine Equity and Stockhol_3
Mezzanine Equity and Stockholders' Deficit (Details) - Schedule of Authorized Issued and Outstanding Shares of Convertible Redeemable Preferred Stock and Liquidation Preferences - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||
Authorized Shares | 186,388,450 | 186,388,450 | 186,388,450 |
Shares Issued | 125,817,855 | 125,472,147 | 120,384,609 |
Shares Outstanding | 125,817,855 | 125,472,147 | 120,384,609 |
Liquidation Preference | $ 530,265 | $ 532,138 | $ 522,062 |
Carrying Value | $ 411,016 | $ 410,368 | $ 399,855 |
Series A | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 14,497,716 | 14,497,716 | 14,497,716 |
Shares Issued | 10,678,459 | 10,678,459 | 7,702,462 |
Shares Outstanding | 10,678,459 | 10,678,459 | 7,702,462 |
Liquidation Preference | $ 10,918 | $ 10,918 | $ 7,875 |
Carrying Value | $ 16,953 | $ 16,953 | $ 12,093 |
Series B | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 11,980,730 | 11,980,730 | 11,980,730 |
Shares Issued | 5,216,044 | 5,119,213 | 4,715,258 |
Shares Outstanding | 5,216,044 | 5,119,213 | 4,715,258 |
Liquidation Preference | $ 8,407 | $ 8,251 | $ 7,600 |
Carrying Value | $ 9,578 | $ 9,338 | $ 8,582 |
Series C | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 18,526,490 | 18,526,490 | 18,526,490 |
Shares Issued | 10,836,279 | 10,836,279 | 10,718,119 |
Shares Outstanding | 10,836,279 | 10,836,279 | 10,718,119 |
Liquidation Preference | $ 23,844 | $ 23,844 | $ 22,834 |
Carrying Value | $ 22,761 | $ 22,761 | $ 22,508 |
Series D | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 45,812,043 | 45,812,043 | 45,812,043 |
Shares Issued | 44,439,418 | 44,439,418 | 44,327,922 |
Shares Outstanding | 44,439,418 | 44,439,418 | 44,327,922 |
Liquidation Preference | $ 294,940 | $ 294,940 | $ 293,150 |
Carrying Value | $ 191,841 | $ 191,841 | $ 191,328 |
Series D-2 | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 2,712,109 | 2,712,109 | 2,712,109 |
Shares Issued | 0 | 0 | 0 |
Shares Outstanding | 0 | 0 | 0 |
Liquidation Preference | $ 0 | $ 0 | $ 0 |
Carrying Value | $ 0 | $ 0 | $ 0 |
Series D-3 | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 5,344,476 | 5,344,476 | 5,344,476 |
Shares Issued | 5,344,476 | 5,344,476 | 5,344,476 |
Shares Outstanding | 5,344,476 | 5,344,476 | 5,344,476 |
Liquidation Preference | $ 50,773 | $ 50,773 | $ 50,773 |
Carrying Value | $ 49,587 | $ 49,587 | $ 49,587 |
Series E | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 23,960,873 | 23,960,873 | 23,960,873 |
Shares Issued | 18,987,106 | 18,987,106 | 18,582,697 |
Shares Outstanding | 18,987,106 | 18,987,106 | 18,582,697 |
Liquidation Preference | $ 72,910 | $ 74,939 | $ 71,358 |
Carrying Value | $ 51,709 | $ 51,709 | $ 51,093 |
Series E-1 | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 22,286,950 | 22,286,950 | 22,286,950 |
Shares Issued | 22,286,925 | 22,286,925 | 22,286,925 |
Shares Outstanding | 22,286,925 | 22,286,925 | 22,286,925 |
Liquidation Preference | $ 68,465 | $ 68,465 | $ 68,465 |
Carrying Value | $ 56,609 | $ 56,609 | $ 56,609 |
Series E-2 | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 23,437,500 | 23,437,500 | 23,437,500 |
Shares Issued | 6,784,347 | 6,784,347 | 6,706,750 |
Shares Outstanding | 6,784,347 | 6,784,347 | 6,706,750 |
Liquidation Preference | $ 7 | $ 7 | $ 7 |
Carrying Value | $ 8,356 | $ 8,356 | $ 8,055 |
Series E-3 | |||
Temporary Equity [Line Items] | |||
Authorized Shares | 17,829,563 | 17,829,563 | 17,829,563 |
Shares Issued | 1,244,801 | 995,924 | 0 |
Shares Outstanding | 1,244,801 | 995,924 | 0 |
Liquidation Preference | $ 1 | $ 1 | $ 0 |
Carrying Value | $ 3,622 | $ 3,214 | $ 0 |
Mezzanine Equity and Stockhol_4
Mezzanine Equity and Stockholders' Deficit (Details) - Summary of Issued and Outstanding Shares of Common Stock - shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Class of Stock [Line Items] | ||||
Common stock, shares issued | 83,645,759 | 79,738,747 | 69,345,606 | |
Common stock, shares outstanding | 83,645,759 | 79,738,747 | 69,345,606 | |
Non voting Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares outstanding | 25,765,237 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 61,204,103 | 57,297,091 | 43,294,342 | |
Common stock, shares outstanding | 61,204,103 | 57,297,091 | 43,294,342 | |
Common Stock [Member] | Class B Non Voting Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 285,937 | 285,937 | 285,937 | |
Common stock, shares outstanding | 285,937 | 285,937 | 285,937 | |
Common Stock [Member] | Non voting Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 22,155,719 | 22,155,719 | 25,765,327 | |
Common stock, shares outstanding | 22,155,719 | 22,155,719 | 25,765,327 |
Mezzanine Equity and Stockhol_5
Mezzanine Equity and Stockholders' Deficit (Details) - Summary of Shares of Common Stock Reserve for Future Issuance Under the Amended and Restated 2010 Stock Plan - Amended And Restated 2010 Stock Plan [Member] - shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Shares Of Common Stock Reserved For Future Issuance Under The Amended And Restated 2010 Stock Plan [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 181,884,259 | 179,647,512 | 185,984,262 |
Common Stock, Capital Shares Reserved for Future Issuance | 176,727,930 | ||
Contingent compensation put and call options | |||
Shares Of Common Stock Reserved For Future Issuance Under The Amended And Restated 2010 Stock Plan [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 2,919,582 | |
Stock options and restricted stock units outstanding | |||
Shares Of Common Stock Reserved For Future Issuance Under The Amended And Restated 2010 Stock Plan [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 19,432,132 | 18,702,704 | 26,876,324 |
Convertible redeemable preferred stock [Member] | |||
Shares Of Common Stock Reserved For Future Issuance Under The Amended And Restated 2010 Stock Plan [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 125,817,855 | 125,472,147 | 120,384,609 |
Warrants for convertible redeemable preferred stock [Member] | |||
Shares Of Common Stock Reserved For Future Issuance Under The Amended And Restated 2010 Stock Plan [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 28,259,306 | 28,808,183 | 29,477,295 |
Warrants for common stock [Member] | |||
Shares Of Common Stock Reserved For Future Issuance Under The Amended And Restated 2010 Stock Plan [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 374,353 | 354,353 | 354,353 |
Shares reserved for future award issuance [Member] | |||
Shares Of Common Stock Reserved For Future Issuance Under The Amended And Restated 2010 Stock Plan [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 8,000,613 | 3,390,543 | 8,891,681 |
Mezzanine Equity and Stockhol_6
Mezzanine Equity and Stockholders' Deficit (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 01, 2022 | Oct. 31, 2020 | Sep. 30, 2020 | Oct. 31, 2020 | Apr. 30, 2021 | May 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||||||||||
Temporary equity sock issued during period, value | $ 284,047,000 | |||||||||
Common stock, shares outstanding | 83,645,759 | 79,738,747 | 69,345,606 | |||||||
Common stock shares authorized | 572,688,450 | 386,300,000 | 386,300,000 | 386,300,000 | ||||||
Common stock par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Stock issued during period shares issued for settlement of terminated vehicle leases | 327,991 | |||||||||
Dividends preferred stock | $ 0 | $ 0 | ||||||||
Common stock options [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Options exercised | 176,463 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Equity instruments other than options, Vested in period | 810,967 | |||||||||
Entitled To Elect One Director [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock holding percentage | 55% | |||||||||
Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Temporary equity sock issued during period, number of shares | (72,808,237) | |||||||||
Class of warrants or rights excercised during the period units | 3,207,974 | |||||||||
Common stock, shares outstanding | 61,204,103 | 57,297,091 | 43,294,342 | |||||||
Common stock shares authorized | 287,000,000 | |||||||||
Options exercised | 176,463 | 12,695,706 | 193,082 | |||||||
Shares issued, Shares, Share based payment arrangement | 987,430 | |||||||||
Stock issued during period, Shares, To settle the outstanding contingent compensation liability | 2,919,582 | |||||||||
Series A Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock shares issued upon conversion | 2,975,997 | |||||||||
Preferred stock dividend rate | $ 1.0224 | |||||||||
Preferred stock liquidation preference | 1.0224 | |||||||||
Preferred stock convertible conversion price | $ 1.0224 | |||||||||
Series A Convertible Redeemable Preferred Stock [Member] | Holders Of Series C Shares Entitled To Elect One Director [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock shares outstanding | 2,445,000 | |||||||||
Series A Convertible Redeemable Preferred Stock [Member] | Holders Of Series A B And C Shares Entitled To Elect One Director [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock shares outstanding | 2,445,000 | |||||||||
Series B Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock shares issued upon conversion | 403,955 | |||||||||
Preferred stock dividend rate | $ 1.6118 | |||||||||
Preferred stock liquidation preference | 1.6118 | |||||||||
Preferred stock convertible conversion price | $ 1.6118 | |||||||||
Series B Convertible Redeemable Preferred Stock [Member] | Holders Of Series C Shares Entitled To Elect One Director [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock shares outstanding | 2,445,000 | |||||||||
Series C Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock shares issued upon conversion | 118,160 | |||||||||
Preferred stock dividend rate | $ 2.2004 | |||||||||
Preferred stock liquidation preference | 2.2004 | |||||||||
Preferred stock convertible conversion price | $ 2.2004 | |||||||||
Series C Convertible Redeemable Preferred Stock [Member] | Holders Of Series C Shares Entitled To Elect One Director [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock shares outstanding | 2,445,000 | |||||||||
Series D Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock shares issued upon conversion | 111,496 | |||||||||
Preferred stock dividend rate | $ 6.6369 | |||||||||
Preferred stock liquidation preference | 6.6369 | |||||||||
Preferred stock convertible conversion price | $ 6.6369 | |||||||||
Series D Convertible Redeemable Preferred Stock [Member] | Holders Of Series E Shares Entitled To Elect Two Directors [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock shares outstanding | 2,445,000 | |||||||||
Series D Convertible Redeemable Preferred Stock [Member] | Holders Of Series D Shares Entitled To Elect Two Directors [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock shares outstanding | 2,445,000 | |||||||||
Series D 2 Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock dividend rate | $ 6.6369 | |||||||||
Preferred stock liquidation preference | 6.6369 | |||||||||
Preferred stock convertible conversion price | 6.6369 | |||||||||
Series D 3 Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock dividend rate | 9.5 | |||||||||
Preferred stock liquidation preference | 9.5 | |||||||||
Preferred stock convertible conversion price | 9.5 | |||||||||
Series E Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Temporary equity sock issued during period, value | $ 42,200,000 | $ 1,528,000 | ||||||||
Temporary equity sock issued during period, number of shares | 11,072,394 | 404,409 | ||||||||
Sale of stock price per share | $ 3.84 | $ 3.84 | $ 1.52 | |||||||
Stock issuance costs | $ 319,000 | $ 26,000 | ||||||||
Convertibe preferred stock settlement terms | For each purchase of Series E convertible redeemable preferred stock, each investor received preferred stock warrants exercisable into Series E-2 convertible redeemable preferred stock on a one-to-one basis. | |||||||||
Convertible preferred stock value classified within mezzanine equity | $ 616,000 | |||||||||
Convertion of notes payable to preferred stock, number of shares | 528,195 | |||||||||
Debt instrument conversion price | $ 2.96 | $ 2.96 | ||||||||
Conversion of stock amount issued | 1,520,000 | |||||||||
Common stock shares authorized | 23,960,873 | |||||||||
Preferred stock dividend rate | 3.84 | |||||||||
Preferred stock liquidation preference | 3.84 | |||||||||
Preferred stock convertible conversion price | 3.84 | |||||||||
Series E Convertible Redeemable Preferred Stock [Member] | Convertible Notes Payable [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertion of notes payable to preferred stock, number of shares | 6,982,108 | |||||||||
Debt instrument conversion price | $ 2.96 | |||||||||
Series E-1 Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Common stock shares authorized | 22,286,950 | |||||||||
Preferred stock dividend rate | 3.072 | |||||||||
Preferred stock liquidation preference | 3.072 | |||||||||
Preferred stock convertible conversion price | 3.072 | |||||||||
Series E-1 Convertible Redeemable Preferred Stock [Member] | Convertible Notes Payable [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertion of notes payable to preferred stock, number of shares | 22,286,925 | |||||||||
Debt instrument conversion price | $ 2.54 | $ 2.54 | ||||||||
Series E-2 Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertibe preferred stock settlement terms | For each purchase of Series E convertible redeemable preferred stock, each investor received preferred stock warrants exercisable into Series E-2 convertible redeemable preferred stock on a one-to-one basis. | |||||||||
Convertible preferred stock value classified within mezzanine equity | $ 28,913,000 | $ 28,913,000 | ||||||||
Class of warrants or rights excercised during the period units | 77,597 | |||||||||
Class of warrants exercise price per share | $ 3.88 | |||||||||
Preferred stock conversion basis | 1:1 | |||||||||
Common stock shares authorized | 23,437,500 | |||||||||
Preferred stock dividend rate | 0.001 | |||||||||
Preferred stock liquidation preference | 0.001 | |||||||||
Preferred stock convertible conversion price | $ 0.001 | |||||||||
Series E-2 Convertible Redeemable Preferred Stock [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Class of warrants or rights excercised during the period units | 6,982,108 | 6,706,750 | ||||||||
Class of warrants exercise price per share | $ 1.2 | $ 1.2 | ||||||||
Series E-3 Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Class of warrants or rights excercised during the period units | 248,877 | 995,924 | ||||||||
Class of warrants exercise price per share | $ 1.64 | $ 3.23 | ||||||||
Preferred stock conversion basis | 1:1 | 1:1 | ||||||||
Common stock shares authorized | 17,829,563 | |||||||||
Preferred stock dividend rate | $ 0.001 | |||||||||
Preferred stock liquidation preference | 0.001 | |||||||||
Preferred stock convertible conversion price | $ 0.001 | |||||||||
Series E-3 Convertible Redeemable Preferred Stock [Member] | Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Class of warrants or rights excercised during the period units | 17,829,534 | |||||||||
Class of warrants exercise price per share | $ 1.2 | $ 1.2 | ||||||||
Warrants For Convertible Redeemable Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Preferred stock warrant liability | $ 13,287,000 | $ 13,287,000 | $ 912,000 | |||||||
Series B Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Class of warrants or rights excercised during the period units | 300,000 | |||||||||
Class of warrants exercise price per share | $ 2.47 | |||||||||
Stock issued during period shares, Warrants exercised | 96,831 | |||||||||
Non voting Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock value classified within mezzanine equity | $ 445,398,000 | |||||||||
Treasury stock preferred shares | 72,808,237 | |||||||||
Treasury stock preferred value | $ 284,047,000 | |||||||||
Common stock, shares outstanding | 25,765,237 | |||||||||
Conversion of stock shares converted | 3,609,608 | |||||||||
Common stock shares authorized | 99,000,000 | |||||||||
Non voting Common Stock [Member] | Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Common stock, shares outstanding | 22,155,719 | 22,155,719 | 25,765,327 | |||||||
Class B Non Voting Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Common stock shares authorized | 300,000 | |||||||||
Class B Non Voting Common Stock [Member] | Common Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Common stock, shares outstanding | 285,937 | 285,937 | 285,937 | |||||||
Convertible Redeemable Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible preferred stock shares issued upon conversion | 98,573,564 | 3,609,608 | ||||||||
Common stock shares authorized | 186,388,450 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Mar. 09, 2021 $ / shares | Dec. 31, 2020 yr |
Fair Value Measurements (Details) [Line Items] | ||||
Warrants and rights outstanding, measurement input | yr | 2 | |||
Converted value of notes exceeds principal amount if converted by qualified financing | $ 7,394,000 | |||
Converted value of notes exceeds principal amount if converted by a qualified SPAC transaction | $ 5,236,000 | |||
Convertible Promissory Notes [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Converted value of notes exceeds principal amount if converted by qualified financing | $ 5,769,000 | |||
Converted value of notes exceeds principal amount if converted by a qualified SPAC transaction | 4,464,000 | |||
Bridge Loans [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Converted value of notes exceeds principal amount if converted by qualified financing | 4,443,000 | |||
Converted value of notes exceeds principal amount if converted by a qualified SPAC transaction | $ 11,703,000 | |||
Measurement Input Probability Weighted Average [Member] | Valuation, Income Approach [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.50 | 0.25 | ||
Measurement Input Probability Weighted Average [Member] | Valuation, Market Approach [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.50 | 0.75 | ||
Measurement Input Probability Weighted Average [Member] | Convertible Redeemable Preferred Stock Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.50 | 0.25 | ||
Measurement Input Probability Weighted Average [Member] | Common Stock Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.50 | 0.75 | ||
Measurement Input Probability Weighted Average [Member] | Convertible Promissory Notes [Member] | Maximum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Notes measurement input | 0.50 | 0.75 | ||
Measurement Input Probability Weighted Average [Member] | Convertible Promissory Notes [Member] | Minimum [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Notes measurement input | 0.50 | 0.25 | ||
Private Placement Warrants [Member] | Interprivate II Acquisition Crop [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Price per warrant | $ / shares | $ 0.06 | $ 0.93 | $ 0.79 | |
Underwriters Warrants [Member] | Interprivate II Acquisition Crop [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Price per warrant | $ / shares | $ 0.01 | $ 0.69 | $ 0.62 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of information about the company's assets that are measured at fair value - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities: | ||||
Warrant liability - Underwriters warrants | $ 17,521,000 | $ 30,332,000 | $ 15,353,000 | $ 176,000 |
Interprivate II Acquisition Crop [Member] | ||||
Assets: | ||||
Marketable securities held in Trust Account | 260,207,445 | 258,821,242 | ||
Liabilities: | ||||
Warrant liability - Underwriters warrants | 598,718 | |||
Private Placement [Member] | Interprivate II Acquisition Crop [Member] | ||||
Liabilities: | ||||
Warrant liability - Private placement warrants | 231,000 | 3,584,971 | ||
Underwriters Warrants [Member] | Interprivate II Acquisition Crop [Member] | ||||
Liabilities: | ||||
Warrant liability - Underwriters warrants | $ 5,980 | $ 530,581 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of private placement warrants - Interprivate II Acquisition Crop [Member] - $ / shares | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 09, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Risk-free interest rate | 1% | 4.20% | 1.19% |
Market price of public stock | $ 9.84 | $ 9.84 | $ 9.7 |
Dividend Yield | 0% | 0% | 0% |
Implied volatility | 13.10% | 2.80% | 16.60% |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - Interprivate II Acquisition Crop [Member] - USD ($) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Private Placement [Member] | ||
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | ||
Fair value as of December 31, 2021 | $ 3,584,971 | $ 3,041,500 |
Change in valuation inputs or other assumptions | (3,353,971) | 543,471 |
Fair value as of September 30, 2022 | 231,000 | 3,584,971 |
Underwriters Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | ||
Fair value as of December 31, 2021 | 530,581 | 475,334 |
Change in valuation inputs or other assumptions | (524,601) | 55,247 |
Fair value as of September 30, 2022 | $ 5,980 | $ 530,581 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in the level 3 convertible promissory notes and securities measured at fair value - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value measurement adjustments | $ 3,896 | $ (4,549) | $ (5,383) | $ (19,810) |
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Notes [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance (beginning of period) | 34,803 | 0 | 0 | 0 |
Additions | 29,420 | 24,145 | ||
Fair value measurement adjustments | (266) | 5,383 | 4,901 | |
Conversion | 0 | (29,046) | ||
Balance (end of period) | 34,537 | 34,803 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Bridge Loans [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Additions | 31,800 | |||
Fair value measurement adjustments | (3,630) | |||
Balance (end of period) | 28,170 | |||
Fair Value, Inputs, Level 3 [Member] | Securities [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance (beginning of period) | $ 0 | $ 0 | 0 | 0 |
Additions | 0 | 63,095 | ||
Fair value measurement adjustments | 0 | 14,909 | ||
Conversion | 0 | (78,004) | ||
Balance (end of period) | $ 0 | $ 0 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of changes in the level 3 warrant liability measured at fair value - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Redeemable Preferred Stock Warrants [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance (beginning of period) | $ 48,167 | $ 35,473 | $ 460 |
Additions | 916 | 43,302 | |
Fair value measurement adjustments | 17,399 | 15,293 | 45 |
Exercised | (649) | (3,515) | (8,334) |
Balance (end of period) | 64,917 | 48,167 | 35,473 |
Common Stock Warrants [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance (beginning of period) | 337 | 277 | 0 |
Additions | 0 | 2,680 | |
Fair value measurement adjustments | 122 | 60 | 131 |
Exercised | 0 | (2,534) | |
Balance (end of period) | $ 459 | $ 337 | $ 277 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of private placement warrant | Sep. 30, 2022 yr | Dec. 31, 2021 yr | Dec. 31, 2020 yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 2 | ||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 | 0 | 0 |
Convertible Promissory Notes [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.20 | 0.119 | |
Bridge Loans [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.71 | ||
Bridge Loans [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.039 | ||
Bridge Loans [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.269 | ||
Convertible Promissory Notes And Securities [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0 | ||
Convertible Promissory Notes And Securities [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 2 | ||
Convertible Promissory Notes And Securities [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.119 | ||
Maximum [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 1.01 | 0.827 | 0.63 |
Maximum [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.042 | 0.015 | 0.0019 |
Maximum [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 8.4 | 9.1 | |
Maximum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.3 | 0.5 | |
Maximum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.85 | 0.85 | |
Maximum [Member] | Bridge Loans [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 1.3 | ||
Maximum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.63 | ||
Maximum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.0019 | ||
Maximum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.5 | ||
Maximum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.85 | ||
Minimum [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.68 | 0.669 | 0.62 |
Minimum [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.039 | 0.002 | 0.0013 |
Minimum [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 1.1 | 0.5 | |
Minimum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.1 | 0.3 | |
Minimum [Member] | Convertible Promissory Notes [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.80 | 0.80 | |
Minimum [Member] | Bridge Loans [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.1 | ||
Minimum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.62 | ||
Minimum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.0013 | ||
Minimum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.3 | ||
Minimum [Member] | Convertible Promissory Notes And Securities [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.80 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Summary of financial instruments at fair value based on the fair value hierarchy or each class of instrument - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Money market account | $ 4,519 | $ 22,019 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||
Assets: | |||
Money market account | $ 4,837 | 4,519 | |
Fair Value, Inputs, Level 1 [Member] | Convertible Redeemable Preferred Stock Warrant Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Common Stock Warrant Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Convertible Promissory Note [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Money market account | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Convertible Redeemable Preferred Stock Warrant Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Common Stock Warrant Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Convertible Promissory Note [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Money market account | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Convertible Redeemable Preferred Stock Warrant Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | (64,917) | (48,167) | (35,473) |
Fair Value, Inputs, Level 3 [Member] | Common Stock Warrant Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | (459) | (337) | $ (277) |
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Note [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | $ (62,707) | $ (34,803) |
Contingent Compensation (Detail
Contingent Compensation (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 shares | Apr. 30, 2019 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Sep. 30, 2020 $ / shares | Dec. 31, 2019 USD ($) | Apr. 30, 2019 € / shares | |
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Common stock par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Settlement Of Contingent Consideration Liability [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferrred compensation share based arrangements liability current | $ 44,000 | |||||||
Stock issued during period shares new issues | shares | 2,919,582 | |||||||
Call and Put Option [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Contingent compensation current payable in cash | $ 233,000 | |||||||
Call and Put Option [Member] | Accrued Liabilities [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferrred compensation share based arrangements liability current | 5,087,000 | 44,000 | $ 7,078,000 | $ 6,336,000 | ||||
Call and Put Option [Member] | Other Noncurrent Liabilities [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferred compensation share based arrangements liability non current | 1,000,000 | 1,963,000 | ||||||
Drivy [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Business combination percentage of voting interests acquired | 100% | |||||||
Business combination consideration transferred one | $ 155,607,000 | |||||||
Payment to acquire business gross | 99,317,000 | |||||||
Stock issued during period, value, Acquisitions | 56,290,000 | |||||||
Debt instrument collateral amount | $ 10,000,000 | |||||||
Drivy [Member] | Cash Bonus Agreement [Member] | Key Employees [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Short term retention bonus payable | 750,000 | 1,417,000 | ||||||
Drivy [Member] | Call and Put Option [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Business combination step acquistion equity interest in acquiree percentage | 81% | |||||||
Percentage of remaining equity interest to be acquired | 19% | |||||||
Period over which the remaining equity interest is to be acquired | 3 years | |||||||
Option indexed to equity settlement alternative share at fair value | shares | 2,919,582 | |||||||
Number of remaining shares of acquiree based on which the share settlement is to be made | shares | 37,971 | |||||||
Deferred compensation share based arrangements liability non current | 1,963,000 | |||||||
Option contract indexed to equity settlement share fair value | 3,620,000 | 3,620,000 | 1,193,000 | |||||
Drivy [Member] | Call and Put Option [Member] | Early Termination of Employees [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Payment of deferred compensation liability in cash | 12,177,000 | |||||||
Drivy [Member] | Call and Put Option [Member] | Cash Bonus Agreement [Member] | Key Employees [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Short term retention bonus payable | 750,000 | 750,000 | ||||||
Drivy [Member] | Call and Put Option [Member] | Accrued Liabilities [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferrred compensation share based arrangements liability current | $ 5,087,000 | $ 44,000 | 7,078,000 | |||||
Drivy [Member] | Call and Put Option [Member] | Other Noncurrent Liabilities [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferred compensation share based arrangements liability non current | $ 1,963,000 | |||||||
Drivy [Member] | Call and Put Option [Member] | Settlable in Cash [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Proportion of remaning equity interest | 0.1102 | |||||||
Drivy [Member] | Call and Put Option [Member] | Settlable in Shares [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Proportion of remaning equity interest | 0.0798 | |||||||
Drivy [Member] | Call Option [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Common stock par or stated value per share | € / shares | € 0.01 | |||||||
Drivy [Member] | Put Option [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Common stock par or stated value per share | € / shares | € 0.01 |
Contingent Compensation (Deta_2
Contingent Compensation (Details) - Schedule of expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss - Drivy [Member] - Call and Put Option [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||||
Compensation expense excluding cost of good and service sold | $ 1,180 | $ 12,569 | $ 11,289 | $ 13,277 |
Sales and marketing [Member] | ||||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||||
Compensation expense excluding cost of good and service sold | 26 | 115 | 135 | 2,403 |
Operations and support [Member] | ||||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||||
Compensation expense excluding cost of good and service sold | 31 | 142 | 165 | 2,205 |
Technology and product development [Member] | ||||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||||
Compensation expense excluding cost of good and service sold | 74 | 296 | 340 | 3,373 |
General and administrative [Member] | ||||
Disclosure in Tabular Form Relating to Employee Compensation in Respect of Call and Put Option [Line Items] | ||||
Compensation expense excluding cost of good and service sold | $ 1,049 | $ 12,016 | $ 10,649 | $ 5,296 |
Contingent Compensation (Deta_3
Contingent Compensation (Details) - Schedule of short term and long term liability relating to the call and put option - Call and Put Option [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Accrued Liabilities [Member] | |||
Disclosure in Tabular Form of Short Term and Long Term Liability Relating to the Call and Put Option [Line Items] | |||
Other Accrued Liabilities, Beginning balance | $ 5,087 | $ 7,078 | $ 6,336 |
Other Accrued Liabilities, Additions | 158 | 13,839 | 11,897 |
Other Accrued Liabilities, Payments | (1,581) | (14,280) | (10,572) |
Other Accrued Liabilities, Settlements through issuance of common stock | (4,642) | ||
Other Accrued Liabilities, Changes in fair value for share settled liability | 1,022 | (2,550) | (583) |
Other Accrued Liabilities, Reclassification from Long term to Short term | 1,000 | ||
Other Accrued Liabilities, Ending balance | 44 | 5,087 | 7,078 |
Other Long-Term Liabilities [Member] | |||
Disclosure in Tabular Form of Short Term and Long Term Liability Relating to the Call and Put Option [Line Items] | |||
Other Accrued Liabilities, Reclassification from Long term to Short term | (1,000) | ||
Other Long-Term Liabilities, Beginning balance | $ 1,000 | 1,963 | |
Other Long-Term Liabilities, Additions | 1,963 | ||
Other Long-Term Liabilities, Payments | (963) | ||
Other Long-Term Liabilities, Changes in fair value for share settled liability | (963) | ||
Other Long-Term Liabilities, Ending balance | $ 1,000 | $ 1,963 |
Revenue (Details)
Revenue (Details) - USD ($) | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Revenue from Contract with Customer [Abstract] | ||||||
Contract with customer asset | $ 628,000 | $ 681,000 | $ 681,000 | $ 530,000 | $ 530,000 | $ 450,000 |
Contract with customer liability | $ 866,000 | $ 310,000 | $ 310,000 | $ 452,000 | $ 452,000 | $ 1,399,000 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of Disaggregation of Revenues - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 45,025 | $ 48,206 | $ 63,067 | $ 58,725 |
Service revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 43,967 | 46,733 | 61,120 | 47,366 |
Service revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,452 | 28,517 | 37,413 | 28,584 |
Service revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,515 | 18,216 | 23,707 | 18,782 |
Lease revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,058 | 1,473 | 1,947 | 11,359 |
Lease revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 654 | 885 | 1,218 | 10,959 |
Lease revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 404 | $ 588 | $ 729 | $ 400 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Summary of prepaid expenses and other current assets - USD ($) | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||||||
Advertising services | $ 199,000 | $ 699,000 | $ 158,000 | |||
Rent | 86,000 | 459,000 | 530,000 | |||
Compensation | 91,000 | 120,000 | 418,000 | |||
Sales taxes | 341,000 | 1,440,000 | 1,078,000 | |||
Subscriptions | 772,000 | 1,061,000 | 886,000 | |||
Parking | 85,000 | 72,000 | 82,000 | |||
Legal services | 16,000 | 16,000 | 8,000 | |||
Insurance | 193,000 | 644,000 | 253,000 | |||
Recruiting services | 0 | 54,000 | 112,000 | |||
Consulting | 2,921,000 | 27,000 | 87,000 | |||
Contract assets | 628,000 | $ 681,000 | 681,000 | $ 530,000 | 530,000 | $ 450,000 |
Owners compensation | 730,000 | 0 | ||||
Other | 973,000 | 617,000 | 518,000 | |||
Other | 1,178 | |||||
Prepaid Expenses and Other Current Assets | $ 7,035,000 | 5,890,000 | $ 4,130,000 | |||
Prepaid Expenses And Other Assets Current | $ 5,770,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Summary of Property and Equipment, Net - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation and amortization | $ (4,354) | $ (4,399) | |
Property and Equipment, Net | $ 10,678 | 10,731 | 12,437 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 841 | 909 | |
Vehicles and Vehicle Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,457 | 3,120 | |
Office Equipment and Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,253 | 1,260 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 11,534 | $ 11,547 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2,524,000 | $ 4,624,000 | |
Impairment of depreciation and amortization | $ 381,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net (Details) - Summary of changes in the carrying amount of goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Opening Balance | $ 132,307 | $ 121,708 |
Foreign currency translation | (9,502) | 10,599 |
Goodwill | $ 122,805 | $ 132,307 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net (Details) - Summary of detail of intangible assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 45,306 | $ 49,958 | |
Accumulated Amortization | (26,452) | (19,406) | |
Net Carrying Amount | $ 18,854 | $ 30,552 | $ 10,785 |
Weighted-Average Remaining Life (Years) | 2 years 2 months 12 days | 3 years 2 months 12 days | |
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 12,043 | $ 13,695 | |
Accumulated Amortization | (6,423) | (4,651) | |
Net Carrying Amount | $ 5,620 | $ 9,050 | |
Weighted-Average Remaining Life (Years) | 2 years 3 months 18 days | 3 years 2 months 12 days | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 32,932 | $ 35,401 | |
Accumulated Amortization | (19,698) | (14,271) | |
Net Carrying Amount | $ 13,234 | $ 21,124 | |
Weighted-Average Remaining Life (Years) | 2 years 2 months 12 days | 3 years 2 months 12 days | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 331 | $ 862 | |
Accumulated Amortization | (331) | (484) | |
Net Carrying Amount | $ 0 | $ 378 | |
Weighted-Average Remaining Life (Years) | 6 months |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net (Details) - Summary of expected future amortization expense for intangible assets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 | $ 8,372 | ||
2023 | 7,861 | ||
2024 | 2,621 | ||
Total | $ 10,785 | $ 18,854 | $ 30,552 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 0 | $ 0 |
Amortization expense other intangibles assets, net | 9,453,000 | 10,045,000 |
Impairment of intangible assets | $ 457,000 | $ 0 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - Schedule of other accrued liabilities - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Claims payable | $ 10,183 | $ 8,132 | $ 9,629 |
Compensation | 4,147 | 9,176 | 10,779 |
Professional services | 5,861 | 2,342 | 1,870 |
Lease incentive obligation | 0 | 606 | 606 |
Deferred rent | 0 | 37 | 9 |
Insurance | 717 | 362 | 217 |
Vehicle leases/ Fleet operations | 625 | 744 | 2,677 |
Sales tax | 3,801 | 3,040 | 3,214 |
Other | 3,323 | 2,952 | 1,589 |
Other Accrued Liabilities | $ 28,657 | $ 27,391 | $ 30,590 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - Schedule of other long-term liabilities - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Deferred rent | $ 0 | $ 2,725 | $ 2,693 |
Lease incentive obligation | 0 | 3,936 | 4,542 |
Other | 0 | 190 | 2,725 |
Other Long-Term Liabilities | $ 0 | $ 6,851 | $ 9,960 |
Notes Payable (Details) - Summa
Notes Payable (Details) - Summary Of Convertible Notes Payable - Convertible Notes Payable [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Total Convertible Notes Payable | $ 63,181 | $ 35,277 | $ 474 |
iHeart Convertible Note [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible Notes Payable | 474 | 474 | 474 |
2021 Convertible Promissory Notes measured at fair value [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible Notes Payable | 34,537 | 34,803 | $ 0 |
Bridge Loans measured at fair value [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible Notes Payable | $ 28,170 | $ 0 |
Notes Payable (Details) - Sum_2
Notes Payable (Details) - Summary Of Company's Notes Payable - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total Notes Payable | $ 79,041,000 | $ 79,923,000 | $ 30,442,000 |
Less: unamortized debt issuance costs | (239,000) | (521,000) | (561,000) |
Less: unamortized debt discount | (266,000) | (581,000) | (231,000) |
Less: short-term portion | (38,425,000) | (464,000) | (4,036,000) |
Total Notes Payable, less current portion | 40,111,000 | 78,357,000 | 22,145,000 |
Horizon Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 18,000,000 | ||
Less: unamortized debt discount | (620,000) | ||
Deutsche Bank Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 75,000,000 | 75,000,000 | |
PGE Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 4,041,000 | 4,923,000 | 5,504,000 |
Less: short-term portion | (895,000) | $ (464,000) | (4,036,000) |
PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 6,938,000 | ||
Less: short-term portion | $ (3,469,000) | ||
DB Loan [Member] | |||
Debt Instrument [Line Items] | |||
Less: short-term portion | $ (37,530,000) |
Notes Payable (Details) - Sum_3
Notes Payable (Details) - Summary Of Notes Payable Future Principal Payments $ in Thousands | Dec. 31, 2021 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 464 |
2023 | 76,174 |
2024 | 1,185 |
2025 | 1,196 |
2026 | 904 |
Thereafter | 0 |
Total | $ 79,923 |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | 26 Months Ended | |||||||||||||||||||||||||||||||||||
Oct. 31, 2021 USD ($) | Oct. 01, 2021 EUR (€) | Aug. 27, 2021 EUR (€) | Jun. 01, 2021 USD ($) | May 01, 2021 USD ($) | Jan. 10, 2021 EUR (€) | Nov. 30, 2020 USD ($) | Jun. 01, 2020 USD ($) shares | Feb. 29, 2020 USD ($) $ / shares shares | Feb. 10, 2020 USD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2021 EUR (€) | Jun. 30, 2021 USD ($) | Jan. 31, 2021 EUR (€) | Nov. 30, 2020 USD ($) | Oct. 31, 2020 USD ($) shares | Sep. 30, 2020 USD ($) | Dec. 31, 2019 USD ($) shares | Apr. 30, 2018 USD ($) | Nov. 23, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Jan. 01, 2023 USD ($) | Oct. 31, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Jan. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Sep. 30, 2021 EUR (€) | Feb. 28, 2021 USD ($) | Nov. 30, 2020 EUR (€) | Nov. 01, 2020 USD ($) | Nov. 01, 2020 EUR (€) | May 01, 2020 USD ($) | Jul. 31, 2019 USD ($) | Jun. 01, 2019 USD ($) | Apr. 01, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
proceeds in exchange for issuance of Securities | $ 28,420,000 | $ 29,420,000 | $ 26,800,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 53,838,000 | 34,803,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate per month | 0.12% | |||||||||||||||||||||||||||||||||||||||
Debt discount | 266,000 | 581,000 | 231,000 | |||||||||||||||||||||||||||||||||||||
Prepaid Expense | 199,000 | 699,000 | 158,000 | |||||||||||||||||||||||||||||||||||||
Long-Term Debt | 79,923,000 | |||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | 48,504,000 | 35,750,000 | ||||||||||||||||||||||||||||||||||||||
Amortization of debt issuance costs | 599,000 | 179,000 | 978,000 | 116,000 | ||||||||||||||||||||||||||||||||||||
Company's equity interests | (511,657,000) | (401,221,000) | (277,505,000) | |||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | 7,017,000 | 7,017,000 | 464,000 | |||||||||||||||||||||||||||||||||||||
Interest expenses | 7,903,000 | 2,388,000 | 7,370,000 | 1,558,000 | ||||||||||||||||||||||||||||||||||||
Notes outstanding | 79,041,000 | 79,923,000 | 30,442,000 | |||||||||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate per month | 1.50% | |||||||||||||||||||||||||||||||||||||||
Maximum increase in interest rate of the event | 8% | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||||||||||||||||||||||
proceeds from sale of equity securities | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 4,000 | 4,000 | ||||||||||||||||||||||||||||||||||||||
Notes outstanding | 0 | |||||||||||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 1,051,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 16,000 | |||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 112,718 | |||||||||||||||||||||||||||||||||||||||
iHeart Media Note Payable [Member] | Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 1,975,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 54,000 | |||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 528,195 | |||||||||||||||||||||||||||||||||||||||
2020 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 67 | |||||||||||||||||||||||||||||||||||||||
Liabilities, Fair Value Adjustment | 4,901,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate per month | 0.18% | |||||||||||||||||||||||||||||||||||||||
Notes issued | $ 26,800,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 19, 2022 | |||||||||||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 0.72% | |||||||||||||||||||||||||||||||||||||||
2020 Convertible Promissory Notes | Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 30,000,000 | |||||||||||||||||||||||||||||||||||||||
2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Notes issued | $ 29,420,000 | |||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Due Date of Debt, Month and Year | 2023-11 | |||||||||||||||||||||||||||||||||||||||
Notes outstanding | 0 | |||||||||||||||||||||||||||||||||||||||
Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 675,000 | $ 675,000 | 315,000 | 94,000 | ||||||||||||||||||||||||||||||||||||
Interest expense | 1,750,000 | |||||||||||||||||||||||||||||||||||||||
Notes issued | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 07, 2023 | Oct. 07, 2023 | Oct. 07, 2023 | |||||||||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 13.91% | 13.91% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,375,000 | $ 3,375,000 | 4,125,000 | $ 3,375,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | 25,000,000 | 25,000,000 | ||||||||||||||||||||||||||||||||||||||
Interest Costs Capitalized | 607,000 | 607,000 | ||||||||||||||||||||||||||||||||||||||
Amortization of debt issuance costs | 282,000 | 86,000 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 1,576,000 | $ 471,000 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | The 2021 Credit Agreement requires mandatory repayments in the event of either (1) an acceptable SPAC transaction or acceptable primary equity issuance with a valuation of Getaround’s equity interests of at least $1.0 billion is not consummated on or prior to October 31, 2022, or (2) if our total revenues as of the last day of any fiscal quarter ending on or after September 30, 2022 is below a certain threshold for the last twelve months. Upon either event, Getaround is required to repay 4.17% (8.34% for the first month following a transaction consummation event or for the first two months following a revenue threshold event) of the principal amount outstanding as of the date of the event payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial event will not alter the monthly mandatory repayment obligation. | The loan agreement requires mandatory repayments if either (1) an acceptable SPAC transaction or acceptable Primary Equity Issuance with a valuation of the Company’s equity interests of at least $1,000,000,000 isn’t consummated on or prior to September 30, 2022, or (2) if the last twelve months (LTM) Net Revenue is below a certain threshold. Upon either event, the Company is required to repay 4.17% of the principal amount outstanding as of the date of the breach payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial breach will not alter the monthly mandatory repayment obligation. | The loan agreement requires mandatory repayments if either (1) an acceptable SPAC transaction or acceptable Primary Equity Issuance with a valuation of the Company’s equity interests of at least $1,000,000,000 isn’t consummated on or prior to September 30, 2022, or (2) if the last twelve months (LTM) Net Revenue is below a certain threshold. Upon either event, the Company is required to repay 4.17% of the principal amount outstanding as of the date of the breach payable monthly on the first business day of the immediately following month and continuing until the maturity date. Subsequent compliance after the initial breach will not alter the monthly mandatory repayment obligation. | |||||||||||||||||||||||||||||||||||||
Interest expenses | $ 5,688,000 | |||||||||||||||||||||||||||||||||||||||
Notes outstanding | 75,000,000 | $ 75,000,000 | ||||||||||||||||||||||||||||||||||||||
Horizon Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt discount | 620,000 | |||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 172,000 | 799,000 | 35,000 | |||||||||||||||||||||||||||||||||||||
Interest expense | 2,043,000 | $ 4,069,000 | 2,043,000 | |||||||||||||||||||||||||||||||||||||
Notes issued | $ 18,000,000 | $ 18,000,000 | $ 18,000,000 | |||||||||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 13.88% | 13.88% | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 7,000,000 | 3,500,000 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||||||||||||||||||||||||||||||||||
Number of current borrowing capacity available | 2 | 2 | ||||||||||||||||||||||||||||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 651,042 | |||||||||||||||||||||||||||||||||||||||
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 0.37 | |||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 241,000 | |||||||||||||||||||||||||||||||||||||||
warrant liability | $ 241,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,125,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Dec. 01, 2024 | Dec. 01, 2024 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 1,875,000 | 1,875,000 | $ 750,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||||
Notes outstanding | 18,000,000 | |||||||||||||||||||||||||||||||||||||||
Horizon Loan [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Repurchase Date | Oct. 08, 2021 | Oct. 08, 2021 | ||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate per month | 1% | |||||||||||||||||||||||||||||||||||||||
Interest expense | $ 47,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2022 | Apr. 30, 2022 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 6,938,000 | |||||||||||||||||||||||||||||||||||||||
Short-term debt | $ 3,469,000 | |||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 7,017,000 | |||||||||||||||||||||||||||||||||||||||
Interest expenses | 32,000 | |||||||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | € | € 4,500,000 | |||||||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | € | 3,000,000 | |||||||||||||||||||||||||||||||||||||||
Interest Free Period Long Term Debt | 1 year | |||||||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | € | 1,500,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | € | € 300,000 | € 300,000 | ||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | 2021-09 | ||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-06 | 2026-06 | ||||||||||||||||||||||||||||||||||||||
Long term debt bearing fixed interest rate | 2.25% | 2.25% | 2.25% | 2.25% | 2.25% | |||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Current portion of long term debt | 895,000 | $ 464,000 | € 410,000 | |||||||||||||||||||||||||||||||||||||
Non current portion of long term debt | 4,041,000 | 4,923,000 | € 4,350,000 | |||||||||||||||||||||||||||||||||||||
Interest expenses | 56,000 | $ 30,000 | 46,000 | € 40,000 | 4,000 | € 3,000 | ||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | € | € 3,000,000 | € 3,000,000 | € 3,000,000 | |||||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche One [Member] | SubTranche One [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | € | € 600,000 | |||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2022-12 | |||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-11 | |||||||||||||||||||||||||||||||||||||||
Long Term Debt Additional Fixed Interest Rate | 0.70% | |||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment of principal | € | € 12,000 | |||||||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche One [Member] | Sub Tranche Two [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | € | € 2,400,000 | € 2,400,000 | ||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2022-12 | 2022-12 | ||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-11 | 2026-11 | ||||||||||||||||||||||||||||||||||||||
Long Term Debt Additional Fixed Interest Rate | 0.70% | |||||||||||||||||||||||||||||||||||||||
Debt instrument additional effective rate of interest | 1.44% | 1.44% | ||||||||||||||||||||||||||||||||||||||
Debt instrument monthly payment of principal | € | € 12,000 | € 49,000 | € 49,000 | |||||||||||||||||||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | Amendement One To The Loan Agreement [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | € | € 1,500,000 | € 75,000 | ||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | |||||||||||||||||||||||||||||||||||||||
Long term debt month of maturity end | 2026-06 | |||||||||||||||||||||||||||||||||||||||
Bridge Loans [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 0 | |||||||||||||||||||||||||||||||||||||||
Bridge Loans [Member] | Convertible Subordinated Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 01, 2024 | |||||||||||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 1.85% | 1.85% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 31,800,000 | |||||||||||||||||||||||||||||||||||||||
Individually Immaterial Counterparties [Member] | 2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||
Maximum Additional Promotion Commitment [Member] | Within 18 Months From The Effective Date [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 11,500,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of commitment value in cash | 22.50% | |||||||||||||||||||||||||||||||||||||||
Minimum Commitment Tranche [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 376,000 | $ 1,534,000 | ||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 452,000 | |||||||||||||||||||||||||||||||||||||||
Long-Term Debt | 99,000 | 99,000 | ||||||||||||||||||||||||||||||||||||||
Minimum Commitment Tranche [Member] | Advertising [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, amount utilized | 3,333,000 | |||||||||||||||||||||||||||||||||||||||
Initial Promotion Commitment Tranche [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 1,492,000 | |||||||||||||||||||||||||||||||||||||||
Minimum commitment tranche | $ 3,500,000 | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | 599,000 | |||||||||||||||||||||||||||||||||||||||
Debt discount | 49,000 | |||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 33,000 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 6,000 | 28,000 | ||||||||||||||||||||||||||||||||||||||
Additional Promotion Commitment Tranche [Member] | Within 18 Months From The Effective Date [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 2,008,000 | |||||||||||||||||||||||||||||||||||||||
Minimum commitment tranche | 3,500,000 | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 452,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Horizon Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate per month | 10.50% | |||||||||||||||||||||||||||||||||||||||
Notes issued | $ 1,041,667 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 01, 2024 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,125,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Bridge Loans [Member] | Convertible Subordinated Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 3,559,985 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 31, 2024 | |||||||||||||||||||||||||||||||||||||||
Interest Rate, Effective Percentage | 1.85% | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | 2020 Convertible Promissory Notes | Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 30,000,000 | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | 2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 80 | |||||||||||||||||||||||||||||||||||||||
Maximum [Member] | 2021 Convertible Promissory Notes | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 85 | |||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Prêt Garanti par l'État Loan [member] | Covid Nineteen [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Long term debt period of maturity | 6 years | 6 years | ||||||||||||||||||||||||||||||||||||||
Interest Free Period Long Term Debt | 6 years | 6 years | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | Bridge Loans [Member] | Convertible Subordinated Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes issued | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Subordinated Debt | $ 100,000 | |||||||||||||||||||||||||||||||||||||||
Subordinated Borrowing, Interest Rate | 15% | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 80 | |||||||||||||||||||||||||||||||||||||||
proceeds in exchange for issuance of Securities | $ 63,095,000 | |||||||||||||||||||||||||||||||||||||||
related-party note payable | $ 3,500,000 | 0 | ||||||||||||||||||||||||||||||||||||||
Liabilities, Fair Value Adjustment | 14,909,000 | |||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 78,004,000 | |||||||||||||||||||||||||||||||||||||||
Series E1 Convertible Redeemable Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 56,609,000 | |||||||||||||||||||||||||||||||||||||||
Warrants To Purchase Series E3 Convertible Redeemable Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 21,395,000 | |||||||||||||||||||||||||||||||||||||||
If equity goes below the threshold limit [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Company's equity interests | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||||||||||||||||||||||||||||||
Percentage of repayment in principal amount outstanding | 4.17% | 4.17% | ||||||||||||||||||||||||||||||||||||||
If the last twelve months (LTM) Net Revenue is below a certain threshold [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of repayment in principal amount outstanding | 4.17% | 4.17% | ||||||||||||||||||||||||||||||||||||||
Mandatory repayment term one [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Company's equity interests | $ 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | 100% | |||||||||||||||||||||||||||||||||||||
Repayments of Long-Term Debt | $ 40,000,000 | $ 40,000,000 | ||||||||||||||||||||||||||||||||||||||
Mandatory repayment term one [Member] | Maximum [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Company's equity interests | $ 1,000,000,000 | |||||||||||||||||||||||||||||||||||||||
Mandatory repayment term two [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | 100% | |||||||||||||||||||||||||||||||||||||
Mandatory repayment term three [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | |||||||||||||||||||||||||||||||||||||||
Threshold limit on sale of any asset per transaction or series of related transactions | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Threshold limit on sale of any asset or series of related transactions during the period | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||
Mandatory repayment term five [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | 100% | |||||||||||||||||||||||||||||||||||||
Threshold limit on proceeds from any recovery event | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Mandatory repayment not required if replace or restore any properties or assets during the period | 180 days | 180 days | ||||||||||||||||||||||||||||||||||||||
Threshold days required to utilised the net cash proceeds received | 180 days | 180 days | ||||||||||||||||||||||||||||||||||||||
Debt insstrument, Principal balance [Member] | Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | 6,938,000 | $ 6,938,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, Accrued Interest [Member] | Paycheck Protection Program (PPP) [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 79,000 | $ 79,000 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption, Period One [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate per month | 10% | 10% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption, Period Two [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate per month | 11% | 11% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Redemption, Period Three [Member] | Deutsche Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate per month | 12% | 12% | ||||||||||||||||||||||||||||||||||||||
Percentage of repayment shall be applied pro rata basis | 100% | 100% | ||||||||||||||||||||||||||||||||||||||
Threshold limit on sale of any asset per transaction or series of related transactions | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Threshold limit on sale of any asset or series of related transactions during the period | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||
Threshold days required to purchase assets, other than inventory and working capital on net sale proceeds | 180 days | 180 days |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of earnings per share basic and diluted - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net loss | $ (100,583) | $ (105,259) | $ (120,063) | $ (165,055) |
Basic weighted average common stock outstanding | 71,169 | 68,832 | 69,039 | 49,170 |
Diluted weighted average common stock outstanding | 71,169 | 68,832 | 69,039 | 49,170 |
Basic Net Loss Per Share | $ (1.41) | $ (1.53) | $ (1.74) | $ (3.36) |
Diluted Net Loss Per Share | $ (1.41) | $ (1.53) | $ (1.74) | $ (3.36) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of antidilutive securities excluded from computation of earnings per share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 192,330,904 | 190,226,598 | 187,174,575 | 185,984,262 |
Convertible redeemable preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 125,817,855 | 125,472,147 | 125,472,147 | 120,384,609 |
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 | 29,878,777 | 29,025,351 | 29,149,349 | 26,674,987 |
Warrants for convertible redeemable preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 28,259,306 | 28,808,183 | 28,808,183 | 29,477,295 |
Warrants for common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 374,353 | 354,353 | 354,353 | 354,353 |
Shares reserved for future award issuance [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 8,000,613 | 3,646,982 | 3,390,543 | 9,093,018 |
Contingent compensation put and call options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 0 | 2,919,582 |
Segment and Geographical Area_3
Segment and Geographical Area Information (Details) - Schedule of revenue from external customers and long-lived assets, by geographical areas - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long lived assets | $ 24,085 | $ 10,731 | $ 12,437 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long lived assets | 22,489 | 10,566 | 11,353 |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long lived assets | $ 1,596 | $ 165 | $ 1,084 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 01, 2023 | Dec. 08, 2022 | Oct. 01, 2022 | Nov. 23, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 01, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | May 11, 2022 | May 01, 2021 | Mar. 09, 2021 | |
Subsequent Event [Line Items] | |||||||||||||
Interest rate | 0.12% | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Aggregate value of warrants will be exercisable for shares of common stock | $ 3,500,000 | ||||||||||||
Value of warrant per share | $ 1.25 | ||||||||||||
Number of trading days following the closing of private placement to reflect the adjusted upward or downward of weighted average price for value of warrants | 90 days | ||||||||||||
Maximum upward or downward adjustment per warrant | $ 0.75 | ||||||||||||
Maximum number of warrants obligated to issue as a result of adjustment to warrants | 7,000,000 | ||||||||||||
Minimum number of warrants obligated to issue as a result of adjustment to warrants\ | 1,750,000 | ||||||||||||
Value of warrants for issuing has right to pay in cash | $ 3,500,000 | ||||||||||||
Subsequent Event [Member] | Convertible Note Subscription Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of trading days following the closing of the private placement warrants agreed to issue to the subscriber | 100 days | ||||||||||||
Subsequent Event [Member] | Convertible Note Subscription Agreement [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of warrant to purchase in combined entity | 2,800,000 | ||||||||||||
Exercise price | $ 11.5 | ||||||||||||
Subsequent Event [Member] | Amended Convertible Note Subscription Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
As per agreement agreed amount of fee payable to subscriber | $ 5,250,000 | ||||||||||||
Number of trading days within which agreed amount of fee payable following the closing of the private placement | 100 days | ||||||||||||
Subsequent Event [Member] | Amended Convertible Note Subscription Agreement [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares issued to the subscriber | 266,156 | ||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | 2022 Performance Bonuses [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Authorized payment of performance bonuses subject to and contingent on consummation of business combination | $ 312,500 | ||||||||||||
Subsequent Event [Member] | General Counsel [Member] | 2022 Performance Bonuses [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Authorized payment of performance bonuses subject to and contingent on consummation of business combination | 107,500 | ||||||||||||
Subsequent Event [Member] | Chief Operating Officer [Member] | 2022 Performance Bonuses [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Authorized payment of performance bonuses subject to and contingent on consummation of business combination | $ 187,500 | ||||||||||||
Subsequent Event [Member] | Share Repurchase And Repayment of Stockholder Notes [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock Repurchased During Period, Shares | 2,710,571 | ||||||||||||
Share Price | $ 1.96 | ||||||||||||
Capital Units, Outstanding | 2,597,286,000 | ||||||||||||
Receivable from Shareholders or Affiliates for Issuance of Capital Stock | $ 14,200,000 | ||||||||||||
Bridge Loans [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Bridge loans issued amount | $ 31,800,000 | ||||||||||||
Related party advance on financing issued amount | 4,750,000 | ||||||||||||
Bridge Loans [Member] | Convertible Subordinated Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face value | $ 50,000,000 | ||||||||||||
Debt instrument maturity date | May 01, 2024 | ||||||||||||
Debt instrument, Interest rate, Effective percentage | 1.85% | ||||||||||||
Bridge Loans [Member] | Convertible Subordinated Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face value | $ 3,559,985 | ||||||||||||
Debt instrument maturity date | May 31, 2024 | ||||||||||||
Debt instrument, Interest rate, Effective percentage | 1.85% | ||||||||||||
Bridge Loans [Member] | Convertible Subordinated Debt [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face value | $ 50,000,000 | ||||||||||||
2027 Convertible Notes [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument frequency of periodic payment | semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023 | ||||||||||||
Additional interest rate in case of default | 2% | ||||||||||||
Maturity date | December 8, 2027, unless earlier converted, redeemed or repurchased | ||||||||||||
Debt instrument converted instrument principal amount | $ 1,000 | ||||||||||||
Initial conversion price | $ 11.5 | ||||||||||||
Initial conversion price subject to downward adjustment percentage of average daily volume weighted average trading price | 115% | ||||||||||||
Number of trading days after the closing of private placement to determine volume weighted average price | 90 days | ||||||||||||
Minimum conversion price per share | $ 9.21 | ||||||||||||
Debt instrument amount to repurchase in cash or any portion debt upon fundamental change in terms and conditions | $ 1,000 | ||||||||||||
Initial conversion rate | 86.96 | ||||||||||||
2027 Convertible Notes [Member] | Subsequent Event [Member] | Convertible Note Subscription Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face value | $ 175,000,000 | ||||||||||||
2027 Convertible Notes [Member] | Subsequent Event [Member] | Amended Convertible Note Subscription Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sale of convertible notes | $ 169,800,000 | ||||||||||||
8% 2027 Convertible Notes [Member] | Subsequent Event [Member] | Applicable If Paid In Cash [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Interest rate | 8% | ||||||||||||
8% 2027 Convertible Notes [Member] | Subsequent Event [Member] | Convertible Note Subscription Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Interest rate | 8% | ||||||||||||
9.50 % 2027 Convertible Notes [Member] | Subsequent Event [Member] | Applicable If Paid In Cash [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Interest rate | 9.50% | ||||||||||||
9.50 % 2027 Convertible Notes [Member] | Subsequent Event [Member] | Convertible Note Subscription Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Interest rate | 9.50% | ||||||||||||
2023 Restructuring Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage reduction in the headcount of the total number of employees | 10% | ||||||||||||
Braemar Energy Ventures III LP [Member] | Subordinated Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face value | $ 2,000,000 | ||||||||||||
Debt instrument, Interest rate, Effective percentage | 10% | ||||||||||||
Debt instrument, Interest rate terms | annually | ||||||||||||
Debt instrument, Payment terms | the principal and any accrued but unpaid interest will be due and payable upon holder demand at any time on or after October 30, 2023 | ||||||||||||
Threshold amount used to calculate prepayment premium | $ 200,000 | ||||||||||||
Interprivate II Acquisition Crop [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Related party advance on financing issued amount | $ 149,476 | $ 149,476 | |||||||||||
Share Price | $ 9.84 | $ 9.7 | $ 9.84 | ||||||||||
Interprivate II Acquisition Crop [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares transfered | 200,000 | ||||||||||||
Payments to Acquire Businesses, Gross | $ 169,800,000 | ||||||||||||
Interprivate II Acquisition Crop [Member] | Convertible Senior Secured PIK Toggle Notes due 2027 [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face value | $ 175,000,000 | ||||||||||||
Iheart Media [Member] | Subsequent Event [Member] | Amendment to a 2021 letter agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
As per amended agreement agreed amount of advertising services | $ 1,500,000 | ||||||||||||
As per amended agreement cash payable to entity in exchange of services | $ 200,000 | ||||||||||||
As per amended agreement number of shares to issue an affiliate of entity | 536,666 | ||||||||||||
Forecast [Member] | Interprivate II Acquisition Crop [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Subsequent event description | On March 31, 2022, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and due on the earlier of March 9, 2023 and the date on which the Company consummates its initial business combination. If the Company completes a business combination, it would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such additional loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans. If the Company fully draws down on the Convertible Promissory Note and requires additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company such additional funds as may be required. The issuance of the Convertible Promissory Note was approved by the board of directors and the audit committee on March 31, 2022. As of March 31, 2022, there was $197,518 outstanding under the Convertible Promissory Note. |