Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Central Index Key | 0001839608 |
Entity Registrant Name | GETAROUND, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-3122877 |
Entity Address, Address Line One | P.O. Box 24173 |
Entity Address, City or Town | Oakland |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94623 |
City Area Code | 415 |
Local Phone Number | 295-5725 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Primary SIC Number | 7510 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | P.O. Box 24173 |
Entity Address, City or Town | Oakland |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94623 |
City Area Code | 415 |
Local Phone Number | 295-5725 |
Contact Personnel Name | Eduardo Iniguez |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | |||
Cash and cash equivalents | $ 24,537 | $ 15,624 | $ 64,294 |
Restricted cash | 0 | 3,600 | |
Accounts receivable, net | 768 | 853 | 533 |
Prepaid expenses and other current assets | 7,660 | 10,131 | 6,084 |
Total Current Assets | 32,965 | 26,608 | 74,511 |
Property and equipment, net | 7,943 | 8,504 | 10,451 |
Operating lease right-of-use assets, net | 11,804 | 12,162 | 13,284 |
Goodwill | 93,613 | 95,869 | 92,728 |
Intangible assets, net | 10,845 | 13,358 | 11,028 |
Deferred tax assets | 46 | ||
Other assets | 6,817 | 4,635 | 3,371 |
Total Assets | 163,987 | 161,136 | 205,419 |
Current Liabilities | |||
Accounts payable | 10,784 | 15,552 | 3,652 |
Accrued host payments and insurance fees | 15,445 | 13,192 | 11,780 |
Operating lease liabilities, current | 2,355 | 2,268 | 1,923 |
Notes payable, current | 1,595 | 19,904 | 1,211 |
Warrant commitment liability | 320 | ||
Other accrued liabilities | 44,611 | 48,107 | 37,360 |
Deferred revenue | 1,547 | 684 | 698 |
Total Current Liabilities | 76,337 | 99,707 | 56,944 |
Notes payable | 33,250 | 2,122 | 3,198 |
Convertible notes payable ($66,390 and $40,370 measured at fair value, respectively) | 66,489 | 40,469 | 56,842 |
Operating lease liabilities (net of current portion) | 14,839 | 15,487 | 17,715 |
Deferred tax liabilities | 257 | 212 | 973 |
Warrant liability | 26 | 20 | 247 |
Total Liabilities | 191,198 | 158,017 | 135,919 |
Commitments and contingencies (Note 11) | |||
Stockholders' Equity (Deficit) | |||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 93,105,059 and 92,827,281 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 9 | 9 | 9 |
Additional paid-in capital | 862,462 | 859,163 | 845,888 |
Stockholder notes | (8,284) | (8,284) | (8,284) |
Accumulated deficit | (906,920) | (875,955) | (762,009) |
Accumulated other comprehensive income | 25,522 | 28,186 | (6,104) |
Total Stockholders' Equity (Deficit) | (27,211) | 3,119 | 69,500 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 163,987 | $ 161,136 | $ 205,419 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | |||
Convertible debt, fair value disclosures | $ 66,390 | $ 40,370 | $ 56,743 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 93,105,059 | 92,827,281 | 92,085,974 |
Common stock, shares outstanding | 93,105,059 | 92,827,281 | 92,085,974 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 17,156 | $ 11,520 | $ 72,680 | $ 59,455 |
Cost of revenue (exclusive of amortization and depreciation shown separately below): | ||||
Sales and marketing | 3,232 | 3,640 | 18,539 | 34,525 |
Operations and support | 14,610 | 12,102 | 65,487 | 56,634 |
Technology and product development | 4,119 | 3,839 | 16,051 | 24,677 |
General and administrative | 13,949 | 14,368 | 51,150 | 58,800 |
Depreciation and amortization | 3,873 | 2,482 | 14,080 | 10,141 |
Transaction costs | 26,807 | |||
Impairment loss on goodwill | 0 | 0 | 23,269 | |
Total Operating Expenses | 41,739 | 37,815 | 172,110 | 240,424 |
Loss from Operations | (24,583) | (26,295) | (99,430) | (180,969) |
Other Income (Expense) | ||||
Convertible promissory note and note payable fair value adjustment | (17,381) | 2,920 | (17,026) | 93,029 |
Warrant liability fair value adjustment | (6) | (11) | 266 | (31,749) |
Interest income (expense), net | (95) | 206 | 481 | (14,181) |
Other income (expense), net | 11,151 | 210 | 974 | (2,833) |
Total Other Income (Expense) | (6,331) | 3,325 | (15,305) | 44,266 |
Loss before Benefit for Income Taxes | (30,914) | (22,970) | (114,735) | (136,703) |
Income Tax Benefit | 51 | (171) | (789) | (638) |
Net Loss | (30,965) | (22,799) | (113,946) | (136,065) |
Change in fair value of the convertible instrument liability | (353) | 32,247 | ||
Foreign Currency Translation (Loss) Gain | (2,311) | 821 | 2,043 | (8,387) |
Comprehensive Loss | $ (33,629) | $ (21,978) | $ (79,656) | $ (144,452) |
Net Loss Per Share Attributable to Stockholders (Note 17): | ||||
Basic | $ (0.32) | $ (0.25) | $ (1.23) | $ (5) |
Diluted | $ (0.32) | $ (0.25) | $ (1.23) | $ (5) |
Weighted average shares outstanding, Basic | 96,675,724 | 92,308,288 | 92,685 | 27,222 |
Weighted average shares outstanding, Diluted | 96,675,724 | 92,308,288 | 92,685 | 27,222 |
Service revenue [Member] | ||||
Revenue | $ 16,806 | $ 11,199 | $ 71,152 | $ 58,108 |
Cost of revenue (exclusive of amortization and depreciation shown separately below): | ||||
Cost of revenue | 1,916 | 1,345 | 6,660 | 5,445 |
Lease revenue [Member] | ||||
Revenue | 350 | 321 | 1,528 | 1,347 |
Cost of revenue (exclusive of amortization and depreciation shown separately below): | ||||
Cost of revenue | $ 40 | $ 39 | $ 143 | $ 126 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | iHM Prepaid Advertising | iHM Prepaid Ad Member | Bridge Investors | Mezzanine Equity | Common Stock | Common Stock iHM Prepaid Advertising | Common Stock Settlement Of Contingent Consideration Liability | Common Stock Bridge Investors | Treasury Stock | Stockholder Notes | Additional Paid-in Capital | Additional Paid-in Capital iHM Prepaid Advertising | Additional Paid-in Capital iHM Prepaid Ad Member | Additional Paid-in Capital Bridge Investors | Accumulated Deficit | Accumulated Other Comprehensive Income | Series E Three Redeemable Convertible Preferred Stock [Member] Mezzanine Equity |
Temporary Equity, Balance at Dec. 31, 2021 | $ 410,368 | |||||||||||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2021 | 40,182,816 | |||||||||||||||||
Balance at Dec. 31, 2021 | $ (401,221) | $ 1 | $ (661) | $ (14,478) | $ 237,578 | $ (625,944) | $ 2,283 | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 25,536,563 | |||||||||||||||||
Stock option exercises | 154 | 154 | ||||||||||||||||
Stock option exercises (in Shares) | 79,483 | |||||||||||||||||
Stock-based compensation | 9,127 | 9,127 | ||||||||||||||||
Issuance of common stock | 4,642 | 4,642 | ||||||||||||||||
Issuance of common stock (in Shares) | 935,005 | |||||||||||||||||
RSUs vested (in Shares) | 292,955 | |||||||||||||||||
Foreign Currency Translation (Loss) Gain | (8,387) | (8,387) | ||||||||||||||||
Net loss | (136,065) | (136,065) | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 92,085,974 | |||||||||||||||||
Balance at Dec. 31, 2022 | 69,500 | $ 9 | 0 | (8,284) | 845,888 | (762,009) | (6,104) | |||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 240 | $ 408 | ||||||||||||||||
Temporary Equity Stock Issued During Period Shares New Issues | 31,010 | 79,704 | ||||||||||||||||
Stockholder note settlement and repurchase with related party shares | (1,699,857) | |||||||||||||||||
Stockholder note settlement and repurchase with related party | 7,532 | (3,516) | 6,194 | 4,854 | ||||||||||||||
Braemar Stock Transfer Agreement | 1,498 | 1,498 | ||||||||||||||||
Reverse recapitalization, Temporary Equity | $ (411,016) | |||||||||||||||||
Reverse recapitalization | 500,349 | $ 7 | 4,177 | 496,165 | ||||||||||||||
Conversion of convertible promissory notes and bridge loans to common stock shares | 8,867,944 | |||||||||||||||||
Conversion of convertible promissory notes and bridge loans to common stock | 89,137 | $ 1 | 89,136 | |||||||||||||||
Conversion of iHeart Media Note Payable to Common Stock shares | 32,329 | |||||||||||||||||
Conversion of iHeart Media Note Payable to Common Stock | 388 | 388 | ||||||||||||||||
Issuance of Mudrick Convertible Notes, Warrant Liability Commitment and Equitable Adjustment Shares | 2,346 | 2,346 | ||||||||||||||||
Reverse recapitalization,Temporary Equity (in shares) | (40,293,530) | |||||||||||||||||
Reverse recapitalization (in shares) | 57,775,396 | |||||||||||||||||
Issuance of Mudrick Convertible Notes, Warrant Liability Commitment and Equitable Adjustment Shares, (in Shares) | 266,156 | |||||||||||||||||
Stock-based compensation | 3,565 | 3,565 | ||||||||||||||||
Issuance of common stock | $ 370 | $ 370 | ||||||||||||||||
Foreign Currency Translation (Loss) Gain | 821 | 821 | ||||||||||||||||
Net loss | (22,799) | (22,799) | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 92,085,974 | |||||||||||||||||
Balance at Mar. 31, 2023 | 51,457 | $ 9 | (8,284) | 849,823 | (784,808) | (5,283) | ||||||||||||
Balance at Dec. 31, 2022 | 69,500 | $ 9 | 0 | (8,284) | 845,888 | (762,009) | (6,104) | |||||||||||
Balance (in Shares) at Dec. 31, 2022 | 92,085,974 | |||||||||||||||||
Stock-based compensation | 12,578 | 12,578 | ||||||||||||||||
Issuance of common stock | $ 370 | $ 47 | $ 370 | $ 47 | ||||||||||||||
Issuance of common stock (in Shares) | 536,666 | 86,300 | ||||||||||||||||
RSUs vested (in Shares) | 118,341 | |||||||||||||||||
Foreign Currency Translation (Loss) Gain | 2,043 | 2,043 | ||||||||||||||||
Change in fair value of the convertible instrument liability | 32,247 | 32,247 | ||||||||||||||||
Net loss | (113,946) | (113,946) | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2023 | 92,827,281 | |||||||||||||||||
Balance at Dec. 31, 2023 | 3,119 | $ 9 | $ 0 | (8,284) | 859,163 | (875,955) | 28,186 | |||||||||||
Issuance of warrants in connection with Mudrick Convertible Promissory notes | 280 | 280 | ||||||||||||||||
Stock-based compensation | 3,299 | 3,299 | ||||||||||||||||
RSUs vested (in Shares) | 277,778 | |||||||||||||||||
Foreign Currency Translation (Loss) Gain | (2,311) | (2,311) | ||||||||||||||||
Change in fair value of the convertible instrument liability | (353) | (353) | ||||||||||||||||
Net loss | (30,965) | (30,965) | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2024 | 93,105,059 | |||||||||||||||||
Balance at Mar. 31, 2024 | $ (27,211) | $ 9 | $ (8,284) | $ 862,462 | $ (906,920) | $ 25,522 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parentheticals) - Exercise Of Redeemable Convertible Preferred Stock Warrants [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Series E Three Redeemable Convertible Preferred Stock [Member] | |
Class Of Warrants Or Rights Exercised During The Period Units | 79,704 |
Series B Redeemable Convertible Preferred Stock Warrants [Member] | |
Class Of Warrants Or Rights Exercised During The Period Units | 31,010 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (30,965) | $ (22,799) | $ (113,946) | $ (136,065) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 3,873 | 2,482 | 14,080 | 10,141 |
Provision for bad debts | 1,320 | 2,176 | 6,386 | 11,129 |
Stock-based compensation | 3,299 | 3,565 | 12,578 | 9,127 |
Compensation expense related to share repurchase and shareholder note settlement | 12,846 | |||
Compensation expense related to shareholder settlement | 47 | |||
Gain on extinguishment of debt | (285) | |||
Change in fair value - convertible instrument liability | 25,666 | (2,920) | 15,874 | (93,029) |
Change in fair value – notes payable | (8,285) | 0 | 1,152 | |
Change in fair value – warrant liability | 6 | 11 | (266) | 31,749 |
Change in fair value – prepaid ad inventory | 51 | 0 | 152 | |
Non-cash interest expense | 53 | 1,897 | ||
Non-cash lease expense | 327 | 270 | 1,163 | 955 |
Amortization of debt issuance costs | 4,609 | |||
Amortization of stock transfer agreement | 148 | |||
Gain from disposal of property and equipment | (5) | (19) | (22) | 6 |
Impairment loss on goodwill | 0 | 0 | 23,269 | |
Loss from foreign currency remeasurement | 141 | 212 | (79) | 58 |
Transaction costs | 0 | 17,640 | ||
Net changes in operating assets and liabilities, net of acquisitions: | ||||
Accounts receivable | (1,250) | (1,837) | (6,690) | (9,820) |
Prepaid expenses and other current assets | 2,367 | 589 | (1,491) | (463) |
Operating leases liabilities | (530) | (446) | (1,924) | (1,607) |
Other assets | (2,248) | (1,112) | (1,974) | (3,247) |
Accounts payable | (4,701) | 173 | 12,047 | (1,517) |
Accrued host payments and insurance fees | 2,526 | 1,345 | 1,086 | (972) |
Accrued expenses and other liabilities | (3,651) | (3,898) | 6,696 | (9,083) |
Deferred taxes | 52 | (191) | (733) | (685) |
Deferred revenue | 876 | 823 | (28) | 385 |
Net Cash Used in Operating Activities | (11,131) | (21,576) | (56,124) | (132,529) |
Cash Flows from Investing Activities: | ||||
Purchases of property and equipment | (31) | (396) | (800) | (2,257) |
Capitalized software | (878) | (1,264) | (4,408) | |
Proceeds from sale of property and equipment | 10 | 9 | 112 | |
Investment in intangible assets | (1,094) | |||
Acquisition of HyreCar, net of cash acquired | (7,826) | |||
Net Cash Used in Investing Activities | (899) | (1,651) | (12,922) | (3,351) |
Cash Flows from Financing Activities: | ||||
Proceeds from exercise of common stock options | 21,180 | 0 | 166 | |
Proceeds from issuance of Mudrick Convertible Promissory Notes and warrants, net of issuance costs | 169,750 | |||
Proceeds from issuance of Bridge Loans | 30,770 | |||
Repayment of PGE loan | (363) | (1,061) | (302) | |
Related Party advance on financing | 4,750 | |||
Proceeds from Braemar Subordinated Promissory Note | 2,000 | |||
Proceeds from the recapitalization of Getaround shares, (net of redemptions and InterPrivate II Acquisition Corp. prior incurred costs) | 15,668 | |||
Repayment of Deutsche Bank Loan | (75,000) | |||
Deutsche Bank loan repayment and extinguishment fees, including accrued but unpaid interest | (4,331) | |||
Repurchase of shares from related party | (5,313) | |||
Net Cash Provided by (Used in) Financing Activities | 21,180 | (363) | 16,587 | 138,158 |
Effect of Foreign Currency Translation on Cash | (237) | 232 | 189 | (850) |
Net change in cash and cash equivalents and restricted cash and cash equivalents | 8,913 | (23,358) | (52,270) | 1,428 |
Cash and Cash Equivalents and Restricted Cash, beginning of year | 15,624 | 67,894 | 67,894 | 66,466 |
Cash and Cash Equivalents and Restricted Cash, end of year | 24,537 | 44,536 | 15,624 | 67,894 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 24,537 | 40,936 | 15,624 | 64,294 |
Restricted cash included in current assets | 3,600 | 3,600 | ||
Total Cash, Cash Equivalents and Restricted Cash at the End of Year | $ 24,537 | $ 44,536 | 15,624 | 67,894 |
Cash paid for: | ||||
Cash paid for interest | 54 | 6,508 | ||
Cash paid for income taxes | 47 | |||
Non-cash investing and financing activities: | ||||
Issuance of Mudrick Super Priority Note to repay Mudrick Bridge Note | 3,041 | |||
Conversion of convertible promissory notes and bridge Loans to common Stock | 89,136 | |||
Issuance of Braemar stock transfer agreement (debt discount on Braemar Subordinated Promissory Note) | 1,498 | |||
Incremental guarantee commission owed to PGE Lender | 53 | |||
Conversion of iHeart Media Note Payable to Common Stock | 388 | |||
Exercise of Series E-3 Preferred stock warrants into Series E-3 convertible redeemable preferred stock | 408 | |||
Exercise of Series B preferred stock warrants into Series B convertible redeemable preferred stock | 240 | |||
Warrant conversion into common stock due to 2022 Business Combination | $ 81,303 | |||
Mudrick Bridge Note [Member] | ||||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Note, net of issuance costs | 2,988 | |||
Mudrick Super Priority Note [Member] | ||||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Note, net of issuance costs | $ 14,660 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Organization and Nature of Business InterPrivate II Acquisition Corp. (“InterPrivate II”) was a special purpose acquisition company formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On December 8, 2022 (the “Closing Date”), InterPrivate II completed the business combination (“2022 Business Combination”) pursuant to the merger agreement dated May 11, 2022 (as amended, the “Merger Agreement”), by and among, InterPrivate II, TMPST Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of InterPrivate II (“First Merger Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of InterPrivate II (“Second Merger Sub”) and Getaround, Inc., a Delaware corporation (“Legacy Getaround”). Pursuant to the terms of the Merger Agreement, a business combination between InterPrivate II and Legacy Getaround was effected through the merger of First Merger Sub and Legacy Getaround, with Legacy Getaround emerging as the surviving company, followed by a merger between Legacy Getaround and Second Merger Sub, with Second Merger Sub emerging as the surviving company as a wholly owned subsidiary of InterPrivate II. In connection with the finalization of the 2022 Business Combination, InterPrivate II changed its name to Getaround, Inc. (“Getaround” or the “Company”) and Second Merger Sub changed its name to Getaround Operations LLC. The Company, through its wholly owned subsidiary Getaround Operations LLC, is an online car rental service company headquartered in San Francisco, California. The Company provides peer-to-peer car-sharing pre-qualified Basis of Accounting These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X. 10-K The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 2 “Recently Issued Accounting Standards Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements herein. Going Concern and Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had net loss of $31.0 million for the three months ended March 31, 2024, and $22.8 million for three months ended March 31, 2023. 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 March 31, 2024 and December 31, 2023, the Company had $24.5 million and $15.6 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors and the Company may need to use available capital resources and/or raise additional capital earlier than currently anticipated. As the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company or its stockholders. For example, additional debt and/or equity financing may result in substantial dilution to the Company’s stockholders. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. | 1. Nature of Business and Basis of Presentation Organization and Nature of Business InterPrivate II Acquisition Corp. (“InterPrivate II”) was a special purpose acquisition company formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On December 8, 2022 (the “Closing Date”), InterPrivate II completed the business combination (“2022 Business Combination”) pursuant to the merger agreement dated May 11, 2022 (as amended, the “Merger Agreement”), by and among, InterPrivate II, TMPST Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of InterPrivate II (“First Merger Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of InterPrivate II (“Second Merger Sub”) and Getaround, Inc., a Delaware corporation (“Legacy Getaround”). Pursuant to the terms of the Merger Agreement, a business combination between InterPrivate II and Legacy Getaround was effected through the merger of First Merger Sub and Legacy Getaround, with Legacy Getaround emerging as the surviving company, followed by a merger between Legacy Getaround and Second Merger Sub, with Second Merger Sub emerging as the surviving company as a wholly owned subsidiary of InterPrivate II (See Note 3 — Business Combination). In connection with the finalization of the 2022 Business Combination, InterPrivate II changed its name to Getaround, Inc. (“Getaround” or the “Company”) and Second Merger Sub changed its name to Getaround Operations LLC. The Company, through its wholly owned subsidiary Getaround Operations LLC, is an online car rental service company headquartered in San Francisco, California. The Company provides peer-to-peer Basis of Accounting The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption (See Note 2 — Recently Issued Accounting Standards Not Yet Adopted) reflect effective dates for the Company as an EGC with the extended transition period. Reverse Recapitalization Pursuant to the Merger Agreement, the merger between Second Merger Sub and Legacy Getaround was accounted for as a reverse recapitalization in accordance with US GAAP (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Getaround issuing stock for the net assets of InterPrivate II, accompanied by a recapitalization. The net assets of InterPrivate II are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Getaround was determined to be the accounting acquirer based on the following predominant factors: • Legacy Getaround's existing stockholders have the greatest voting interest in the Company; • Legacy Getaround controls the majority of the new board of directors of the Company and, given the board of directors election and retention provisions, Legacy Getaround holds the ability to maintain control of the board of directors on a go-forward basis; and • Legacy Getaround’s senior management is the senior management of the Company. The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Legacy Getaround. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.32025 established in the 2022 Business Combination. Going Concern and Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had net loss of $113.9 million and $136.1 million for the years ended December 31, 2023 and 2022, respectively. The Company expects operating losses and negative cash flows to continue for the foreseeable future as it continues to develop and promote its platform, as well as to grow its user base through new markets. As of December 31, 2023, the Company had $15.6 million 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. Please refer to Note 20 —Subsequent Events for details relating to additional financing. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs, which will likely have an unfavorable effect on the Company's ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The summary of significant accounting policies to the audited consolidated financial statements in the Annual Report includes a discussion of the significant accounting policies used in the preparation of the Company’s consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangible and long-lived assets, valuation of deferred income tax assets, fair value of warrant liability, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures. | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management's estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangibles and long-lived assets, 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, 2023 and 2022, no single customer represented more than 10% of accounts receivable, and during the years ended December 31, 2023 and 2022, 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, 2023, and 2022, the Company does not have meaningful cash equivalents. Restricted Cash As of December 31, 2023 and 2022, restricted cash consisted of fully collateralized letters of credit related to various lease agreements in the amount of $0 and $3.6 million as of December 31, 2023 and 2022, respectively. The reduction in restricted cash balance is driven entirely by the reclassification of funds to prepaid rent to facilitate withdrawals for lease payments. 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. The allowance for doubtful accounts is determined based upon a specific identification of balances, the collection of which, in management's opinion, is doubtful. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance. Based upon the information available, management has reserved an allowance for doubtful accounts in the amount of $3.8 million and $3.5 million as of December 31, 2023 and 2022, respectively. Provision for bad debt, inclusive of the amount of the allowance for doubtful accounts, was $6.4 million and $11.1 million for the twelve months ended December 31, 2023 and 2022, respectively. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated useful life Furniture and Fixtures 3-6 years Computer equipment 2-3 years Completed Connect Devices 2 years Vehicles 3 years Leasehold improvements Shorter of estimated Expenditures for maintenance and repairs are charged to expense as incurred and major improvements and betterments that improve or extend the life of existing properties and equipment are capitalized. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from the accounts. Liabilities related to lease incentive obligations are amortized as lease expense over the term of the related lease. Goodwill and Other Intangible Assets Goodwill is the excess of costs over fair value of net assets of the business acquired. Goodwill and other intangible assets acquired that are determined to have an indefinite useful life are not amortized but are tested for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill or other intangible assets might be impaired. For goodwill, the Company performs impairment reviews by its single reporting unit. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company's reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. The quantitative approach compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. No impairment charges were recorded for the year ended December 31, 2023. Based on Management's analysis, a $23.3 million impairment charge was recorded in the year ended December 31, 2022 (See Note 9 —Goodwill and Intangible Assets, for a discussion of impairment charge). Accrued Host Payments and Insurance Fees Accrued host payments represent the portion of user rental fees earned but not remitted to vehicle owners as of the consolidated balance sheet date. Accrued insurance fees represent the portion of insurance fees collected on behalf of the insurance provider as of the consolidated balance sheet date, but not yet remitted to the insurance provider as of the consolidated balance sheet date. Vehicle owners typically earn 60% to 70% of rental fees. As of December 31, 2023, and 2022, accrued host payments and insurance fees were $13.2 million and $11.8 million, respectively. Fair Value Option for Convertible Debt The Company may elect to carry its convertible debt at fair value in accordance with ASC 825 - Financial Instruments, if otherwise not precluded by other applicable codification. This election is assessed on an instrument-by-instrument 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 applies the five-step model to contracts in accordance with ASC 606 - Revenue from contracts with customers. In doing so, the Company assesses whether it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer and utilizes the most likely amount method to estimate variable considerations that are a part of the contract price, but not known at the contract inception. Variable considerations are billed to the customer when and if incurred during the period under contract, and to the extent the Company is entitled to such fees under the contract. At the time of the billing, the amount of variable consideration is known and not subject to constraint or estimate based on the occurrence or non-occurrence of events. Additionally, in determining the price of each contract, the Company differentiates between the concepts of price concessions and credit risk. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Each component of revenue is recognized net of any incentives and other considerations given to customers. The Company excludes all sales tax from the transaction price. Service Revenue Service revenues are derived from rental fees collected by the Company from users who book and rent third-party vehicles through the Company's platform at an agreed-upon time the vehicle reservation is made, or, in the case of a trip extension, at the time the extension is booked. Pursuant to the online Terms of Service, third-party vehicle owners agree that the Company retains the applicable service revenue as consideration for their use of the Company's platform and certain additional charges that the Company may collect from renters on behalf of the owners for related post-booking activities performed by the Company to successfully consummate the rental. Hence, the Company's primary performance obligation in the transaction is to facilitate the completion of a successful rental transaction between the third-party vehicle owner and the renter. The Company also may offer ancillary promises of distinct service depending on the region. Within the United States, the Company offers an automatic tolling feature on each third-party vehicle, which provides the renter with the convenience of using the electronic toll lane for automated payment at the renter's discretion and charges a nominal amount in exchange per toll transaction. The automatic tolling feature is deemed to be a distinct performance obligation within the context of the primary rental service. Within Europe, the Company intermediates a sale of third-party insurance coverage on third-party owner vehicles to the renters during the booking process and charges a nominal amount in exchange for intermediating the sales transaction. Intermediary sale of insurance coverage is deemed to be a distinct performance obligation within the context of the primary rental service. Within the United States, insurance coverage is not deemed to be a distinct performance obligation and is included in the price of a trip. Service revenues for rental service are presented net of payments due to vehicle owners, as the Company acts as an agent in the arrangement between the third-party vehicle owner and the renter and does not control the asset or service provided by the vehicle owners to the renters. Similarly, the revenue related to either automated tolling feature or intermediary sale of insurance coverage is also reported on a net basis by only representing the portion of service revenue while excluding the payment collected for the toll or for the insurance coverage since the Company is not the primary obligor for controlling the accessibility to the passageway that requires tolls or for the underlying insurance coverage. The Company recognizes service revenue from these performance obligations on a straight-line basis over the duration of the rental trip using the output method as its performance obligation is satisfied over time. The Company uses the output method based on rental hours or days, where revenue is calculated based on the percentage of total time elapsed in relation to total estimated rental period. In the event a user books a trip extension, at the time the extension is booked, the service revenue is recognized on a straight-line basis over the duration of the extension period. Subscription Fees The Company receives subscription fees from third-party vehicle owners on the platform for the use of Connect hardware installed on their vehicles. Connect hardware subscription service contracts are on a month-to-month Lease Revenue The Company accounts for lease revenue earned from parking, vehicle rentals and rental-related activities wherein an arrangement involves the use of assets that are explicitly identified and conveys the right to use the specific assets under ASC 842, Leases. The Company has operating leases for parking spaces. Designated parking spaces are leased by the Company from various garage operators and municipalities within certain metropolitan markets and are made available for rental on a monthly subscription basis to third-party vehicle owners. The Company is solely responsible for paying parking costs to the garage operators regardless of whether the parking spaces are rented by third-party vehicle owners on the platform and accordingly recognizes parking lease revenue on a gross basis. Parking lease revenue includes direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. Stock-Based Compensation The Company measures compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant date fair value using an option-pricing model is affected by the Company's estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. These variables include the Company's expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, risk-free interest rate for the expected term of the award and expected dividends. Legacy Getaround's awards were comprised of time-vesting and performance-vesting awards. Stock-based compensation for time-vesting awards and performance-vesting awards probable of being achieved are recognized on a straight-line basis over the requisite service period. These amounts are reduced by forfeitures as they occur. Costs and Expenses Cost of revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating the Company's platform. Cost of revenue does not include depreciation and amortization. Cost of revenue (exclusive of amortization and depreciation) captures the costs directly related to and necessary for realization of transactions between the hosts and the guests through Company's marketplace platform, other than the amortization of its platform technology. Sales and marketing expenses consist primarily of print and online digital advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of the Company's salesforce and marketing teams. Operations and support expenses consist primarily of auto insurance, claims support, customer relationships, compensation and related expenses of operations personnel, driver's license and identity checks, parking space lease expense, onboarding, and other operating costs. For the years ended December 31, 2023 and 2022, respectively, auto insurance costs were $6.0 million and $2.3 million, claims support costs were $16.5 million and $18.9 million, and compensation expenses were $19.7 million and $15.2 million. Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of the Company's software, hardware, and user experience. Compensation expenses included in Technology and product development expenses were $15.9 million and $22.9 million for the years ended December 31, 2023 and 2022, respectively. Research and development expenses within the meaning of ASC 730-10-50-1 General and administrative expenses consist primarily of office space and facilities, non-auto insurance, professional services, business tools and subscriptions, bad debt, and compensation and related personnel costs of the Company's administrative teams. Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. Advertising Costs Advertising costs are charged to sales and marketing expenses when incurred. Advertising costs were $12.3 million and $19.4 million for the years ended December 31, 2023 and 2022, respectively. Income Taxes The Company is subject to taxation in the United States and various states and foreign jurisdictions, including the Netherlands, France, and Norway. The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes. Under this method, the tax provision includes taxes currently due plus the net change in deferred tax assets and liabilities. Deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from NOL and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refund received, as provided for under currently enacted tax law. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not expected to be realized. ASC 740 prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. As of December 31, 2023 and 2022, 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, 2023, and 2022. The Company's policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company's consolidated balance sheets. Foreign Currency Translation The functional currencies of the Company's foreign subsidiaries are their respective local currencies. The Company translates the assets and liabilities of each of its international subsidiaries into the U.S. dollar at the current rate of exchange in effect at the end of the accounting period and recorded as part of a separate component of stockholders' deficit and reported in the consolidated statements of operations and comprehensive loss. Revenues and expenses are translated using a rate that approximates the average of those in effect during the period and reported in the consolidated statements of operations and comprehensive loss. The Company does not currently engage in any hedging activity to reduce its potential exposure to currency fluctuations. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. The Company adopted ASU 2016-13 In October 2021, the FASB issued ASU 2021-08, 2021-08”). 2021-08 2021-08 Recently Issued Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 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 consolidated financial statements or disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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, warrant commitment liability, and warrant liability. The recorded carrying amounts of cash, accounts receivable and accounts payable approximates fair value due to their short-term nature. The balances outstanding under the notes payable agreements are considered to approximate their estimated fair values as the interest rates approximate market rates. Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash and cash equivalents, convertible promissory notes, warrant commitment liability, and warrant liability. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): Fair Value Measurement December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ — $ — $ (20 ) Mudrick convertible notes — — (40,370 ) Super priority note payable — — (18,568 ) Fair Value Measurement March 31, 2024 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ — $ — $ (26 ) Mudrick convertible notes — — (66,390 ) Super priority note payable — — (31,463 ) Warrants The Company measures its warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the warrant liability related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment within the consolidated statements of operations and comprehensive loss. The fair value of the warrant liability, as of March 31, 2024 were estimated using a Monte Carlo simulation model. The significant unobservable inputs for the Monte Carlo model include the stock price, exercise price, risk-free rate of return, time to expiration, and the volatility. An increase or decrease in the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of the private warrants as of March 31, 2024 and December 31, 2023, respectively, using the following assumptions: March 31, 2024 Stock price $ 0.31 Exercise price $ 11.50 Risk-free interest rate 4.29 % Time to expiration (years) 3.69 Expected volatility 75.33 % Fair value per warrant $ 0.006 December 31, 2023 Stock price $ 0.24 Exercise price $ 11.50 Risk-free interest rate 3.89 % Time to expiration (years) 3.94 Expected volatility 77.15 % Fair value per warrant $ 0.004 The following table presents changes in the Level 3 liabilities measured at fair value for the periods indicated (in thousands): Private Warrants March 31, December 31, Balance (beginning of period) $ 20 $ 247 Additions — — Fair value measurement adjustments 6 (227 ) Exercised — — Balance (end of period) $ 26 $ 20 During the three months ended March 31, 2024 and year ended December 31, 2023, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities that are measured at fair value. Convertible Notes Payable and Super Priority Note Payable The Company measures its convertible promissory notes and the Super Priority Note Payable at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible promissory notes related to updated assumptions and estimates were recognized as a convertible promissory note fair value adjustment within the consolidated statements of operations and comprehensive loss. Table of Contents In determining the fair value of the Mudrick Convertible Notes and the Super Priority Note Payable as of March 31, 2024, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs. An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of the Mudrick Convertible Notes and Mudrick Super Priority Note Payable as of March 31, 2024 and December 31, 2023, respectively, using the following assumptions: March 31, 2024 December 31, 2023 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 10.00 % 10.00 % Expected volatility factor 75.80 % 92.60 % Risk-free interest rate 4.30 % 3.90 % Estimated market yield 50.00 % 50.00 % March 31, 2024 December 31, 2023 Mudrick Super Priority Note Payable Inception date 12/11/2023 12/11/2023 Maturity date 8/7/2026 8/7/2024 Interest rate 15.00 % 15.00 % Estimated market yield 30.00 % 30.00 % Discount period (years) 2.35 0.60 Discount factor 0.50 0.84 The following table presents changes in the Level 3 convertible promissory notes and Super Priority Note Payable measured at fair value for the periods indicated (in thousands): March 31, 2024 Mudrick Convertible Notes Mudrick Super Priority Note Payable Balance (beginning of period) $ 40,370 $ 18,568 Additions — 21,180 Fair value measurement adjustments 26,020 (8,285 ) Balance (end of period) $ 66,390 $ 31,463 | 4. Fair Value Measurements The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, convertible promissory notes, warrant commitment liability, and warrant liability. The recorded carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash and cash equivalents, convertible promissory notes, warrant commitment liability, and warrant liability. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): Fair Value Measurement December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ — $ — $ — Liabilities: Warrant liability $ — $ — $ (20 ) Warrant commitment liability — — — Mudrick convertible notes — — (40,370 ) Fair Value Measurement December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 38 $ — $ — Liabilities: Warrant liability $ — $ — $ (247 ) Warrant commitment liability — — (320 ) Mudrick convertible notes — — (56,743 ) Warrants The Company measures its warrant commitment liability and warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the warrant commitment liability and warrant liability related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment within the consolidated statements of operations and comprehensive loss. The fair value of the warrant liability, as of December 31, 2023, was estimated using a Monte Carlo simulation model. The significant unobservable inputs for the Monte Carlo model include the stock price, exercise price, risk-free rate of return, time to expiration, and the volatility. An increase or decrease in the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of the warrant commitment liability and private warrants as of December 31, 2023 and 2022 using the following assumptions: December 31, 2023 Stock price $ 0.24 Exercise price $ 11.50 Risk-free interest rate 3.89 % Time to expiration (years) 3.94 Expected volatility 77.15 % Fair value per warrant $ 0.004 December 31, 2022 Stock price $ 0.65 Exercise price $ 11.50 Risk-free interest rate 3.96 % Time to expiration (years) 4.94 Expected volatility 70.70 % Fair value per warrant $ 0.05 The following table presents changes in the Level 3 liabilities measured at fair value for the years ended December 31, 2023 and 2022, respectively (in thousands): Year ended Warrant Private Balance (beginning of period) $ 320 $ 247 Additions — — Fair value measurement adjustments (40 ) (227 ) Exercised (280 ) — Balance (end of period) $ — $ 20 Year ended Warrant Private Balance (beginning of period) $ — $ — Additions 1,365 900 Fair value measurement adjustments (1,045 ) (653 ) Exercised — — Balance (end of period) $ 320 $ 247 During the years ended December 31, 2023 and 2022, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities that are measured at fair value. Convertible Notes Payable and Super Priority Note Payable The Company measures its convertible promissory notes and the Super Priority Note Payable at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible promissory notes related to updated assumptions and estimates were recognized as a convertible promissory note fair value adjustment within the consolidated statements of operations and comprehensive loss. In determining the fair value of the Mudrick Convertible Notes and the Super Priority Note Payable as of December 31, 2023, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs. An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of the Mudrick Convertible Notes and Mudrick Super Priority Note Payable as of December 31, 2023 and 2022, respectively, using the following assumptions: December 31, 2023 December 31, 2022 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 10.00 % 9.50 % Expected volatility factor 92.60 % 95.23 % Risk-free interest rate 3.90 % 4.00 % Estimated market yield 50.00 % 30.00 % December 31, 2023 Mudrick Super Inception date 12/11/2023 Maturity date 8/7/2024 Interest rate 15.00 % Estimated market yield 30.00 % Discount period (years) 0.60 Discount factor 0.84 The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended December 31, 2023 and December 31, 2022 respectively (in thousands): December 31, 2023 Mudrick Mudrick Super Balance (beginning of period) $ 56,743 $ — Additions — 17,416 Fair value measurement adjustments 15,874 1,152 OCI - Change in fair value of the convertible instrument liability (32,247 ) — Exercised — — Balance (end of period) $ 40,370 $ 18,568 The change in fair value of the convertible instrument liability classified in OCI is a result of a change to instrument specific credit risk. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination InterPrivate II As discussed in Note 1, on December 8, 2022, the Company consummated the Merger Agreement dated May 11, 2022, with Legacy Getaround surviving the merger as a wholly owned subsidiary of the Company. The aggregate consideration for the 2022 Business Combination was approximately $672 million, consisting of 67,200,526 shares of common stock at $10.00 per share. The common stock consideration consists of: (1) 40,293,530 shares of Legacy Getaround convertible redeemable preferred stock, (2) 26,906,996 shares of Legacy Getaround common stock, including shares issuable in respect of warrants and convertible promissory notes (including the 2021 Bridge Note holders). In addition to the consideration for Legacy Getaround equity holders, holders of the Getaround 2022 Bridge Notes received 5,400,542 shares of common stock and holders of the Mudrick Convertible Notes received 266,156 shares of common stock. Pursuant to the Merger Agreement, 9,000,000 Bonus Shares were distributed pro rata to non-redeeming Public Stockholders of InterPrivate II. In addition, 57,358 Bonus Shares were distributed to EarlyBirdCapital, Inc. (one of the underwriters in InterPrivate II's initial public offering), an aggregate of 34,412 Bonus Shares were distributed to the former independent directors of InterPrivate II who each held Founder Shares and 1,908,230 Bonus Shares were distributed to InterPrivate Acquisition Management II LLC (the “Sponsor”). The allocation of Bonus Shares to InterPrivate II Public Stockholders was designed to minimize redemptions, however, the shares held by EarlyBirdCapital, Inc., the former independent directors of InterPrivate II, and the Sponsor were not subject to redemption, thus the Bonus Shares allocated to these holders is presumed to be non-cash In connection with the 2022 Business Combination, Legacy Getaround incurred direct transaction costs of $9.2 million, consisting primarily of legal, accounting and other professional fees. The Company paid approximately $24.4 million for obligations of InterPrivate II that existed prior to close that were incurred as part of the 2022 Business Combination. Pursuant to the Merger Agreement, following the closing of the transaction, Legacy Getaround stockholders and holders of the 2021 Bridge Notes will be entitled to receive an additional aggregate 34,000,000 Earnout Shares upon the satisfaction of certain stock price performance conditions following the closing date of the transaction and expiring on the seventh anniversary of the closing date. The Earnout Shares are accounted for as equity classified equity instruments at initial issuance and recorded in additional paid-in capital on the Company's consolidated balance sheet. Until the shares are issued and released, the Earnout Shares are not included in shares outstanding. As of the date of the 2022 Business Combination, the Earnout Shares had a fair value of approximately $270.2 million. HyreCar On May 16, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with HyreCar Inc., a Delaware corporation (the “Seller”). The Seller is a national carsharing marketplace for ridesharing, food, and package delivery via its proprietary technology platform. The Seller established a leading presence in Mobility as a Service through individual vehicle owners, dealers, rental agencies, and OEMs that wish to participate in new mobility trends. Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the assets owned, controlled or used by the Seller related to the operation of its peer-to-peer The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands): Consideration: Cash (net of cash acquired) $ 7,826 Assets acquired and liabilities assumed: Current assets (excluding cash) $ 1,232 Intangible assets 9,380 Assumed current liabilities (3,604 ) Net assets acquired 7,008 Goodwill 818 Net assets acquired $ 7,826 The fair value of the identifiable intangible assets acquired include the following (in thousands): Fair Value Estimated useful life Customer relationships - car renters $ 6,720 1.4 Customer relationships - car owners 2,090 2.6 Developed technology 490 0.6 Tradename 80 0.6 All finite-lived intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the intangible assets are consumed. Approximately $0.8 million of the acquired goodwill is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business, and expected synergies at the time of the acquisition. Transaction expenses consists primarily of consulting and legal fees and are not included as a component of the consideration transferred but are recognized as general and administrative expenses in the period ended December 31, 2023. Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the 2023 Business Combination had occurred on January 1, 2022. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. Year Ended Total revenue $ 100,533 Net loss $ (153,125 ) |
Contingent Compensation
Contingent Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Contingent Compensation [Abstract] | |
Contingent Compensation | 5. Contingent Compensation In April 2019, the Company entered into an agreement to purchase 100% of the outstanding shares of Drivy SAS (“Drivy”) for total consideration of $155.6 million, of which $99.3 million was paid in cash and $56.3 million was paid in the Company's common stock. The transaction was collateralized by a $10.0 million letter of credit presented under restricted cash on the Company's consolidated balance sheets. Drivy is a car-sharing service provider in Europe and is headquartered in Paris, France, with subsidiaries in Germany, Spain, Belgium, Austria and the United Kingdom. The purpose of the acquisition was to establish an international presence in the car-sharing industry. As of the acquisition date, the Company owned approximately 81% of the stock of Drivy. The remaining 19% was held by employees and the Company has a put and call option structure in place that permits it to acquire these shares in approximately equal annual tranches over the course of three years from the acquisition date. At the time of the acquisition, approximately 58 42 Because this put and call option structure gives rise to both an option and an obligation of the Company to purchase the remaining 19% of the outstanding shares of Drivy as of the acquisition date, and because the put and call option structure is considered contingent compensation dependent upon continuous employment, the Company records compensation expense and a corresponding liability as the underlying employee services are performed, and does not present any non-controlling interest in the consolidated financial statements. The contingent compensation liability related to the put and call options, which is remeasured each reporting period, is presented in other accrued liabilities in the amount of $0 and $44 thousand as of December 31, 2023 and December 31, 2022, respectively. In June 2022, 935,005 shares of common stock were issued to settle the outstanding contingent compensation liability associated with the put and call options structure related to the acquisition of Drivy in April 2019. As of December 31, 2023 there is no remaining liability. The expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss, was as follows (in thousands): Year ended Year ended Sales and marketing $ — $ 26 Operations and support — 31 Technology and product development — 74 General and administrative — 1,049 Total $ — $ 1,180 The following table details the amounts accrued as components of short-term long-term Other Accrued Other Long-Term Beginning balance as of January 1, 2022 $ 5,087 $ 1,963 Additions 158 — Payments (1,581 ) (963 ) Settlements through issuance of common stock (4,642 ) — Changes in fair value for share settled liability 1,022 (1,000 ) Ending balance as of December 31, 2022 $ 44 — Payments (44 ) — Ending balance $ — $ — |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 4. Revenue The following table presents the Company’s revenues disaggregated by geography (in thousands): Three Months Ended March 31, 2024 2023 Service revenue: United States $ 11,389 $ 6,846 Europe 5,417 4,353 Total service revenue $ 16,806 $ 11,199 Lease revenue: United States $ 120 $ 213 Europe 230 108 Total lease revenue 350 321 Total Revenue $ 17,156 $ 11,520 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 March 31, 2024 and December 31, 2023 in the amount of $0.5 million and $0.6 million, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are typically invoiced within a month of recognition. The Company’s contract assets as of January 1, 2024 and 2023 amounted to $0.6 million and $0.6 million, respectively. Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of March 31, 2024 and December 31, 2023 in the amount of $1.5 million and $0.6 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2023 and 2022 contract liabilities were recognized during the periods ended March 31, 2024 and December 31, 2023, respectively. The Company’s contract liabilities as of January 1, 2024 and 2023 amounted to $1.5 million and $0.7 million, respectively. | 6. Revenue The following table present Company's revenues disaggregated by geography (in thousands): Year ended Year ended Service revenue: United States $ 45,093 $ 34,869 Europe 26,059 23,239 Total service revenue 71,152 58,108 Lease revenue: United States $ 867 $ 859 Europe 661 488 Total lease revenue 1,528 1,347 Total Revenue $ 72,680 $ 59,455 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, 2023 and 2022 in the amount of $0.6 million and $0.6 million, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are typically invoiced within a month of recognition. The Company's contract assets as of January 1, 2023 and 2022 amounted to $0.6 million and $0.7 million, respectively. Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of December 31, 2023 and 2022 in the amount of $0.6 million and $0.7 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2022 and 2021 contract liabilities were recognized during the years ended December 31, 2023 and 2022, respectively. The Company's contract liabilities as of January 1, 2023 and 2022 amounted to $0.7 million and $0.3 million, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses and other current assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Insurance $ 3,083 $ 2,234 Rent 893 2,226 Sales tax 786 909 Subscriptions 735 779 Contract assets 540 619 Advertising services 167 261 Deposits, current 163 1,547 Compensation 17 119 Consulting 4 28 Other 1,272 1,409 Prepaid Expenses and Other Current Assets $ 7,660 $ 10,131 | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Insurance $ 2,234 $ 713 Rent 2,226 89 Deposits, current 1,547 311 Sales tax 909 284 Subscriptions 779 694 Contract assets 619 601 Advertising services 261 116 Compensation 119 284 Consulting 28 1,802 Other 1,409 1,190 Prepaid Expenses and Other Current Assets $ 10,131 $ 6,084 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): March 31, 2024 December 31, 2023 Leasehold improvements $ 11,971 $ 11,979 Vehicles and vehicle equipment 3,488 3,595 Office equipment and furniture 1,214 1,217 Computer equipment 933 998 Less: accumulated depreciation and amortization (9,663 ) (9,285 ) Property and Equipment, Net $ 7,943 $ 8,504 Total depreciation expense for the three months ended March 31, 2024 and 2023 was $0.3 million and $0.6 million, respectively. | 8. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): December 31, December 31, Computer equipment $ 998 $ 1,089 Vehicles and vehicle equipment 3,595 3,677 Office equipment and furniture 1,217 1,249 Leasehold improvements 11,979 11,530 Less: accumulated depreciation and amortization (9,285 ) (7,094 ) Property and Equipment, Net $ 8,504 $ 10,451 Depreciation expense was $2.5 million and $2.3 million for the years ended December 31, 2023 and 2022, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Other Intangible Assets, Net | 7. Goodwill and Other Intangible Assets, Net Other Intangibles Assets, Net The following is a summary of the components of intangible assets and the related amortization expense (in thousands): March 31, 2024 Gross Accumulated Net Weighted- Developed technology $ 11,974 $ (11,782 ) $ 192 0.04 Customer relationships 39,170 (34,899 ) 4,271 0.9 Trade names 316 (316 ) — — Capitalized software costs—work in progress (“WIP”) 6,382 — 6,382 N/A Total other intangible assets $ 57,842 $ (46,997 ) $ 10,845 0.8 December 31, 2023 Gross Accumulated Net Weighted- Developed technology $ 12,235 $ (11,452 ) $ 783 0.3 Customer relationships 39,921 (32,896 ) 7,025 0.9 Trade names 323 (323 ) — — Capitalized software costs—work in progress (“WIP”) 5,550 — 5,550 N/A Total other intangible assets $ 58,029 $ (44,671 ) $ 13,358 0.8 For the three months ended March 31, 2024 and 2023, amortization expense amounted to $3.3 million and $1.9 million, respectively. Expected future amortization expense for intangible assets as of March 31, 2024 is as follows (in thousands): Year ended December 31, 2024 $ 4,308 2025 2,071 2026 1,276 2027 1,276 Thereafter 1,914 Total $ 10,845 Goodwill The changes in the carrying amount of goodwill were as follows (in thousands): March 31, 2024 December 31, 2023 Beginning Balance $ 95,869 $ 92,728 Foreign currency translation (2,256 ) 2,323 Additions from acquisitions 818 Impairment — — Ending Balance $ 93,613 $ 95,869 | 9. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill were as follows (in thousands): Year ended Year ended Beginning Balance $ 92,728 $ 122,805 Foreign currency translation 2,323 (6,808 ) Additions from acquisitions 818 — Impairment — (23,269 ) Ending Balance $ 95,869 $ 92,728 Impairment of Goodwill There was no goodwill impairment in the year ended December 31, 2023. During the year ended December 31, 2022, the Company identified indicators of impairment related to goodwill due to the significant decline in the Company's stock price. The Company's stock price had rapidly declined during the fourth quarter, which was not consistent or was significantly worse than the performance of its peers and the market as a whole. Management concluded that, given the sustained decrease in its stock price, it was more likely than not that the Company's fair value was less than its carrying amount on December 31, 2022. Accordingly, the Company performed the quantitative impairment test by estimating the Company's fair value using a market-based approach, using Level 3 inputs such as comparable companies' market multiples and next fiscal year revenue projections. Based on the comparison of the Company's weighted estimated fair value to its carrying amount, a $23.3 million goodwill impairment charge was recorded during the year ended December 31, 2022. Intangibles Assets, net The detail of intangible assets is as follows (in thousands): December 31, 2023 Gross Accumulated Net Weighted- Developed technology $ 12,235 $ (11,452 ) $ 783 0.3 Customer relationships 39,921 (32,896 ) 7,025 0.9 Trade names 323 (323 ) — — Capitalized software costs - work in progress (“WIP”) 5,550 — 5,550 N/A Total $ 58,029 $ (44,671 ) $ 13,358 0.8 December 31, 2022 Gross Accumulated Net Weighted- Developed technology $ 11,407 $ (8,365 ) $ 3,042 1.3 Customer relationships 31,124 (24,238 ) 6,886 1.3 Trade names 314 (314 ) — — Capitalized software costs - WIP 1,100 — 1,100 N/A Amortization expense was $11.6 million and $7.8 million for the years ended December 31, 2023 and 2022, respectively. Expected future amortization expense for intangible assets as of December 31, 2023 is as follows (in thousands): Year ended December 31, 2024 7,568 2025 1,905 2026 1,110 2027 1,110 Thereafter 1,665 Total $ 13,358 |
Other Accrued Liabilities
Other Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Other Accrued Liabilities | 8. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Sales and other tax $ 18,302 $ 18,279 Claims payable 15,527 19,235 Compensation 4,962 2,175 Professional services 3,500 4,861 Vehicle leases 227 361 Insurance 22 21 Other 2,071 3,175 Other Accrued Liabilities $ 44,611 $ 48,107 | 10. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): December 31, December 31, Claims payable $ 19,235 $ 9,511 Sales and other tax 18,279 16,192 Professional services 4,861 4,162 Compensation 2,175 3,400 Vehicle leases 361 665 Insurance 21 350 Other 3,175 3,080 Other Accrued Liabilities $ 48,107 $ 37,360 |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 9. Notes Payable Convertible Notes Payable iHeart Media Note Payable In April 2018, the Company entered into an advertising agreement with a media company whereby the media company will provide advertising services to the Company and the Company will pay for these services through a combination of convertible notes and cash. Interest is accrued monthly on the notes at a rate of 1.5% per annum and increases to 8.0% in the event of default until the maturity date of five years from issuance date of the notes. The notes are convertible in the event of the Company receiving proceeds of $50.0 million or more in a sale of equity securities (a Qualified Financing) subsequent to April 1, 2019, upon the consummation of a qualified public offering of securities, or if the Company elects to convert the notes into shares issued in the next round of financing that did not constitute a Qualified Financing. In the event that there was a next round of financing that did not constitute a Qualified Financing, the notes will automatically convert into those shares at maturity. The number of shares to be issued in the event of conversion is determined based on the price per share of the respective event based on the fixed amount of the note. In the event there is no subsequent round of financing, the notes would become due and payable. In April 2018, the Company issued two convertible notes for a total amount of $1.5 million under the agreement noted above. These notes were considered to be the Initial Promotion Commitment Tranche of the Minimum Commitment Tranche of $3.5 million. At the same time, the Company made a cash payment of $0.6 million. The entire Minimum Commitment Tranche and cash payment was initially recorded as a prepaid balance for advertising services included within prepaid expenses and other current assets. As advertising services are provided by the media company, they are recorded against the prepaid balance. At the issuance of the convertible note, a debt discount of $49.0 thousand was recorded and will be amortized over the contractual life of the convertible note. During 2020 the debt discount was fully amortized and an expense of $33.0 thousand was recognized. Within 18 months from the effective date, the Company is obligated to issue another $2.0 million in convertible notes and $0.5 million cash payment covering advertising services, the Additional Promotion Commitment Tranche. The Additional Promotion Commitment Tranche combined with the Initial Promotion Commitment Tranche comprise the total Minimum Commitment Tranche of $3.5 million. These notes will be issued with the same terms as the previously issued convertible notes. As there was a legal obligation to issue the convertible notes and cash payment related to the Additional Promotion Commitment Tranche, a convertible note payable and a corresponding prepaid balance for advertising services were recorded on issuance of the Initial Promotion Commitment Tranche. Additionally, the Company is entitled to, but not obligated to, issue Notes totaling to $11.5 million in principal (Maximum Additional Promotion Commitment Amount) followed by an additional amount of at least 22.5% of that value in cash. In June 2019, the Company issued another convertible note for a total amount of $1.5 million, in connection with the Minimum Commitment Tranche followed by an additional $0.5 million in cash. In July 2019, the Company issued an additional convertible note for a total amount of $0.4 million, in connection with the Minimum Commitment Tranche. As of March 31, 2024 and December 31, 2023, the Company had a remaining contractual debt balance of $99.0 thousand, related to the Minimum Commitment Tranche. As of March 31, 2024, the Company has used $3.3 million in advertising services. In December 2019, in accordance with the original terms, convertible notes amounting to $1.1 million and the applicable $16.0 thousand of interest were converted into 112,718 shares of Company’s Series D Preferred Stock. October 2020, in accordance with the original terms, convertible notes amounting to $2.0 million and the applicable $54.0 thousand of interest were converted into 528,195 shares of Company’s Series E Preferred Stock. In connection with the 2022 Business Combination on December 8, 2022, in accordance with the original terms, convertible notes amounting to $0.4 million and the applicable $12.0 thousand of interest were first converted into 100,951 shares of Legacy Getaround’s Series E Preferred Stock, which in turn were exchanged for 32,329 shares of the Company’s common stock. For the three months ended March 31, 2024 and 2023, $1.0 thousand of interest expense was recognized during both periods. Mudrick Convertible Notes In connection with the 2022 Business Combination in December 2022, pursuant to the convertible note subscription agreement, dated May 11, 2022, as amended December 8, 2022, by and among InterPrivate II and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (“noteholders”), the Company issued $175 million of senior secured convertible notes (“Mudrick Convertible Notes in-kind). December 8, 2027 The Mudrick Convertible Notes are convertible at the option of the noteholders at any time until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Mudrick Convertible Notes will be settled in shares of common stock. The initial conversion rate of the Mudrick Convertible Notes is 86.96 shares of Getaround common stock per $1,000 principal amount of Mudrick Convertible Notes, which is equivalent to an initial conversion price of approximately $11.50 per share. The initial conversion price is subject to a downward adjustment to 115% of the average daily volume-weighted average trading price (“VWAP”) of Getaround common stock for the 90 trading days after the closing date, subject to a minimum conversion price of $9.21 per share. The conversion price is subject to further adjustments including adjustments in connection with certain issuances or deemed issuances of common stock at a price less than the then-effective conversion price, at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Mudrick Convertible Notes. The Mudrick Convertible Notes are redeemable at any time by the Company, in whole but not in part, for cash, at par plus accrued and unpaid interest to, but excluding, the redemption date, plus certain make-whole premiums. In connection with the execution of the note subscription agreement, the Company agreed to issue warrants, that were subject to adjustment whereby the minimum and maximum number of warrants was 1,750,000 and 7,000,000, and have an exercise price of $11.50. As such, on May 4, 2023, the Company issued 7,000,000 warrants that are in substantially the same form as the Company’s public warrants. Additionally, 266,156 shares of common stock were issued to Mudrick entities as Equitable Adjustment Shares pursuant to the convertible note subscription agreement. In exchange for the issuance of the Mudrick Convertible Notes and commitment to issue warrants, the Company agreed to pay a backstop fee of $5.2 million through a reduction of proceeds. The proceeds from the issuance of the Mudrick Convertible Notes and warrant commitment liability were $169.8 million. Upon the occurrence of a fundamental change (such as a person or group obtaining a controlling interest in the Company, sale of substantially all of the Company’s asset, liquidation of the Company, or ceasing to be listed on The New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market), subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of the Mudrick Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a fundamental change repurchase price equal to the principal amount of the Mudrick Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date. On June 23, 2023 and July 7, 2023, and again on October 11, 2023 the Company received written notices from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Annual Report on Form 10-K 10-Q Event of default for Mudrick Convertible Note On August 23, 2023, September 6, 2023, and December 6, 2023, in lieu of acceleration of the repayment obligation as a result of an event of default for not timely filing the Company’s Annual Report on Form 10-K 10-Q 10-K 10-Q The Mudrick Convertible Notes were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note and Note Payable Fair Value Adjustment The Company’s convertible notes payable balance was as follows (in thousands): March 31, 2024 December 31, 2023 iHeart Convertible Note $ 99 $ 99 Mudrick Convertible Notes measured at fair value 66,390 40,370 Total Convertible Notes Payable $ 66,489 $ 40,469 Notes Payable Prêt Guaranty par l’État (“PGE”) Loan In response to the COVID-19 During January 2021, the payment terms of the 1.5 million euros loan were amended to have a recurring quarterly payment of 75.0 thousand euros beginning September 2021 through June 2026. On July 13, 2021, the Company entered into a discussion to amend the PGE loan terms to defer first payments on 3.0 million euros of the loan due November 2021 to November 2022. Prior to the amendment, all 3.0 million euros of the loan principal was due in November 2021. The amendment to the payment terms of the PGE loan was made through two agreements. Effective August 3, 2021, the first agreement deferred a first payment, where the principal of 0.6 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 12.0 thousand euros beginning December 2022 through November 2026 and added a 0.7% fixed interest rate. Effective October 1, 2021, the second agreement deferred a first payment, where the principal of 2.4 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 49.0 thousand euros beginning November 2022 through November 2026 and added a 1.44% fixed interest rate. During December 2022, the Company recognized 51.0 thousand euros, an additional guaranteed commission loan expense to the French Government paid by the French lenders on the Company’s behalf, increasing the amount owed by the Company to the French lenders. As of March 31, 2024, 1.5 million euros, or $1.6 million was classified within short-term debt and the total remaining outstanding principal was 3.1 million euros, or $3.4 million. For the three months ended March 31, 2024 and 2023, 8.9 thousand euros and 18.3 thousand euros, or $9.6 thousand and $19.8 thousand of interest expense was recognized, respectively. Mudrick Bridge Note On August 7, 2023 the Company entered into a promissory note (the “Note”) with Mudrick Capital Management for an aggregate principal amount of $3,000,000 to provide additional capital to the Company. The Note has a maturity date of September 7, 2023 (the “Maturity Date”) and bears an interest rate of 15.00% per annum compounded daily. The Note is unsecured, but the Company expects it to be exchanged for a similar, secured note as soon as is practicable, and such secured note may be exchanged for a new convertible promissory note or other security in connection with a larger, longer-term financing prior to the Maturity Date. If the principal and accrued interest under the Note is repaid in cash, a principal repayment premium of 100% applies. On September 8, 2023, the Company entered into a Refinancing Transaction of the Note. In the Refinancing Transaction, among other things, (i) the Company repaid in full the principal and unpaid accrued interest under the Note; and (ii) the Company received new funding under the Mudrick Super Priority Note in an aggregate principal amount of $15,040,685. Mudrick Super Priority Note On September 8, 2023, the Company issued and sold to Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), a super priority note in an aggregate amount of $15,040,685 (as amended and restated from time to time, the “Super Priority Note”). The Note accrued interest monthly beginning on October 15, 2023, at a rate of 15.00% per annum. Upon the occurrence, and during the continuation, of an Event of Default, an additional 2.00% will be added to the stated interest rate. The Super Priority Note was to mature on August 7, 2024, at which time the principal and accrued interest would become due, payable in cash, unless earlier redeemed or repurchased. On December 11, 2023, the Company amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $18,635,500, which was comprised of the original $15,040,685 principal amount under the Super Priority Note, $594,815 in accrued interest on the Super Priority Note as of December 11, 2023, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the “A&R Super Priority Note”). The A&R Super Priority Note accrued interest monthly, at a rate of 15.00% per annum. On January 12, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $20,880,922, which was comprised of the original $18,635,500 amount under the A&R Super Priority Note, $245,422 in accrued interest as of January 12, 2024, and an additional principal amount of $2,000,000 to provide additional capital to the Company (the “Second Amended and Restated Super Priority Note” or “Second A&R Super Note”). On January 19, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $23,941,032, which was comprised of the original $20,880,922 amount under the Second A&R Super Priority Note, $60,110 in accrued interest as of January 19, 2024, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the “Third Amended and Restated Super Priority Note” or “Third A&R Super Note”). On February 7, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $40,303,393, which is comprised of the original $23,941,032 amount under the Third A&R Super Priority Note, $189,940 in accrued interest as of February 7, 2024, and an additional principal amount of $16,172,421 to provide additional capital to the Company (the “Fourth Amended and Restated Super Priority Note” or “Fourth A&R Super Note”). The Fourth A&R Super Note accrues interest monthly beginning on February 7, 2024, at a rate of 15.00% per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default (as defined therein), will be increased by 2.00%. The Fourth A&R Super Note will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. See Note 18—Subsequent Events for an additional amendment subsequent to March 31, 2024. Event of default for Mudrick Super Priority Note Effective as of February 26, 2024 (the “Appointment Date”), the Company’s Board of Directors (the “Board”) appointed Mr. Eduardo Iniguez as a Class II director (the “Appointment”) for a term expiring at the annual meeting of stockholders to be held in respect of the Company’s fiscal year ending December 31, 2023. As a result of the Appointment, the total number of members of the Board from the Appointment Date through April 28, 2024, was six (the “Board Size”), including two directors in each class. Pursuant to the Third A&R Super Note and the Fourth A&R Super Note, the Board Size may have constituted an Event of Default under the Super Priority Note (the “Event of Default”). In connection with the Event of Default, the Company has taken the following remedial actions: (i) the Company requested to amend relevant sections of the Super Priority Note so as to provide for a total of six members of the Board, including two directors in each class; (ii) the Company has requested a waiver (effective as of the Appointment Date) by Mudrick of the Event of Default under the Super Priority Note resulting from the Board Size; and (iii) the Company has requested a waiver (effective as of the Appointment Date) by the Holders of a majority in aggregate principal amount of the Mudrick Convertible Notes currently outstanding of the cross default under the Indenture triggered by the Event of Default under the Super Priority Note. Effective as of April 29, 2024, with the issuance of the Fifth A&R Note, the Super Priority Note has been amended and restated to cure the Event of Default resulting from the Board Size. See Note 18—Subsequent Events for additional information regarding the Fifth A&R Note. The Company continues to discuss the requested waivers with Mudrick. The Company’s notes payable balances were as follows (in thousands): March 31, 2024 December 31, 2023 PGE Loan 3,382 3,458 Mudrick Super Priority Note (at fair value) 31,463 18,568 Total Notes Payable 34,845 22,026 Less: short-term portion of PGE Loan (1,595 ) (1,336 ) Less: short-term portion of Mudrick Super Priority Note — (18,568 ) Total Notes Payable, less current portion $ 33,250 $ 2,122 The notes payable future principal payments as of March 31, 2024 are as follows (in thousands): Year ended December 31, 2024 1,306 2025 1,150 2026 32,389 Thereafter — Total $ 34,845 | 11. Notes Payable Convertible Notes Payable iHeart Media Note Payable In April 2018, the Company entered into an advertising agreement with a media company whereby the media company will provide advertising services to the Company and the Company will pay for these services through a combination of convertible notes and cash. Interest is accrued monthly on the notes at a rate of 1.5% per annum and increases to 8.0% in the event of default until the maturity date of five years from issuance date of the notes. The notes are convertible in the event of the Company receiving proceeds of $50.0 million or more in a sale of equity securities (a Qualified Financing) subsequent to April 1, 2019, upon the consummation of a qualified public offering of securities, or if the Company elects to convert the notes into shares issued in the next round of financing that did not constitute a Qualified Financing. In the event that there was a next round of financing that did not constitute a Qualified Financing, the notes will automatically convert into those shares at maturity. The number of shares to be issued in the event of conversion is determined based on the price per share of the respective event based on the fixed amount of the note. In the event there is no subsequent round of financing, the notes would become due and payable. In April 2018, the Company issued two convertible notes for a total amount of $1.5 million under the agreement noted above. These notes were considered to be the Initial Promotion Commitment Tranche of the Minimum Commitment Tranche of $3.5 million. At the same time, the Company made a cash payment of $0.6 million. The entire Minimum Commitment Tranche and cash payment was initially recorded as a prepaid balance for advertising services included within prepaid expenses and other current assets. As advertising services are provided by the media company, they are recorded against the prepaid balance. At the issuance of the convertible note, a debt discount of $49 thousand was recorded and will be amortized over the contractual life of the convertible note. During 2020 the debt discount was fully amortized and an expense of $33 thousand was recognized. Within 18 months from the effective date, the Company is obligated to issue another $2.0 million in convertible notes and $0.5 million cash payment covering advertising services, the Additional Promotion Commitment Tranche. The Additional Promotion Commitment Tranche combined with the Initial Promotion Commitment Tranche comprise the total Minimum Commitment Tranche of $3.5 million. These notes will be issued with the same terms as the previously issued convertible notes. As there was a legal obligation to issue the convertible notes and cash payment related to the Additional Promotion Commitment Tranche, a convertible note payable and a corresponding prepaid balance for advertising services were recorded on issuance of the Initial Promotion Commitment Tranche. Additionally, the Company is entitled to, but not obligated to, issue Notes totaling to $11.5 million in principal (Maximum Additional Promotion Commitment Amount) followed by an additional amount of at least 22.5% of that value in cash. In June 2019, the Company issued another convertible note for a total amount of $1.5 million, in connection with the Minimum Commitment Tranche followed by an additional $0.5 million in cash. In July 2019, the Company issued an additional convertible note for a total amount of $0.4 million, in connection with the Minimum Commitment Tranche. As of December 31, 2022 and 2021, the Company had a remaining contractual debt balance of $0.1 million, related to the Minimum Commitment Tranche, which is a separate legal obligation from the convertible notes discussed above. As of December 31, 2023 the Company has used $3.3 million in advertising services. In December 2019, in accordance with the original terms, convertible notes amounting to $1.1 million and the applicable $16 thousand of interest were converted into 36,098 shares of Company's Series D Preferred Stock. In October 2020, in accordance with the original terms, convertible notes amounting to $2.0 million and the applicable $54 thousand of interest were converted into 169,156 shares of Company's Series E Preferred Stock. In connection with the Business Combination on December 8, 2022, in accordance with the original terms, convertible notes amounting to $0.4 million and the applicable $12 thousand of interest were first converted into 32,329 shares of Legacy Getaround's Series E Preferred Stock, which in turn were exchanged for 32,329 shares of the Company's common stock. The notes had subordinate status to the Deutsche Bank Loan entered into during October 2021. For the years ended December 31, 2023 and 2022, $6.0 thousand and $5.0 thousand of interest expense was recognized respectively. Mudrick Convertible Notes In connection with the Business Combination in December 2022, pursuant to the convertible note subscription agreement, dated May 11, 2022, as amended December 8, 2022, by and among InterPrivate II and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (“noteholders”), the Company issued $175 million of senior secured convertible notes (“Mudrick Convertible Notes”). The Convertible Notes accrue interest payable semi-annually in-kind). The Mudrick Convertible Notes are convertible at the option of the noteholders at any time until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Mudrick Convertible Notes will be settled in shares of Class A common stock. The indenture governing the Mudrick Convertible Notes includes restrictive covenants that, among other things, limit the ability of the Company to incur additional debt, make restricted payments and limit the ability of the Company to incur liens, in addition to a covenant to maintain a consolidated cash and cash equivalents balance in excess of $10.0 million. The indenture also contains customary events of default. The initial conversion rate of the Mudrick Convertible Notes is 86.96 shares of Getaround common stock per $1,000 principal amount of Mudrick Convertible Notes, which is equivalent to an initial conversion price of approximately $11.50 per share. The initial conversion price is subject to a downward adjustment to 115% of the average daily volume-weighted average trading price (“VWAP”) of Getaround common stock for the 90 trading days after the closing date, subject to a minimum conversion price of $9.21 per share. The conversion price is subject to further adjustments including adjustments in connection with certain issuances or deemed issuances of Class A common stock at a price less than the then-effective conversion price, at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Mudrick Convertible Notes. The Mudrick Convertible Notes are redeemable at any time by the Company, in whole but not in part, for cash, at par plus accrued and unpaid interest to, but excluding, the redemption date, plus certain make-whole premiums. In connection with the execution of the convertible note subscription agreement, the Company agreed to issue to the noteholders, within 100 trading days following the closing date, warrants in substantially the same form as previously issued public warrants, to purchase 2,800,000 shares of the Company's common stock at an exercise price of $11.50 (Convertible Notes Warrants). The warrants will be exercisable for shares of the Company's common stock having an aggregate value equal to $3.5 million, based upon a value of $1.25 per Convertible Notes Warrant. The value of the Convertible Notes Warrants will be adjusted upward or downward to reflect the VWAP reported by Bloomberg LP (subject to customary proportionate adjustments affecting the outstanding shares of the Company's common stock) of the equivalent Public Warrants during the 90 trading days following the closing date, subject to a maximum upward or downward adjustment of $0.75 per Convertible Notes Warrant. As a result of the adjustment, the minimum and maximum number of Convertible Notes Warrants that the Company is obligated to issue is 1,750,000 and 7,000,000, respectively. The Company had the right to pay cash in lieu of issuing the Convertible Notes Warrants, provided that such cash amount will be equal to $3.5 million. As the Company had not issued the Convertible Notes Warrants as of the 2022 Business Combination and December 31, 2022, the Company recorded a warrant commitment liability on the Company's consolidated balance sheets. On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick Convertible Notes, according to the terms of the convertible note subscription agreement. The Convertible Notes Warrants are in substantially the same form as the Company's public warrants, and are aggregated with the public warrants. Additionally, 266,156 shares of common stock were issued to Mudrick entities as Equitable Adjustment Shares pursuant to the convertible note subscription agreement. In exchange for the issuance of the Mudrick Convertible Notes, Equitable Adjustment Shares and commitment to issue warrants, the Company agreed to pay a backstop fee of $5.2 million through a reduction of proceeds. The net proceeds from the issuance of the Mudrick Convertible Notes, Equitable Adjustment Shares and warrant commitment liability were $169.8 million. Upon the occurrence of a fundamental change (such as a person or group obtaining a controlling interest in the Company, sale of substantially all of the Company's asset, liquidation of the Company, or ceasing to be listed on The New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market), subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of the Mudrick Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a fundamental change repurchase price equal to the principal amount of the Mudrick Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date. On June 23, 2023, July 7, 2023, and October 11, 2023, the Company received written notices from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Company's Annual Report on Form 10-K 10-Q Event of default for Mudrick Convertible Note On August 23, 2023, September 6, 2023, and December 6, 2023, in lieu of acceleration of the repayment obligation as a result of an event of default for not timely filing the Company's Annual Report on Form 10-K 10-Q ( The Mudrick Convertible Notes were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note Fair Value Adjustment within the income statement (See Note 4 - Fair Value Measurements for a discussion of fair value accounting in connection with the Mudrick Convertible Notes). The Company's convertible notes payable balance was as follows (in thousands): December 31, December 31, iHeart Convertible Note $ 99 $ 99 Mudrick Convertible Notes measured at fair value 40,370 56,743 Total Convertible Notes Payable $ 40,469 $ 56,842 Notes Payable Prêt Guaranty par l'État (“PGE”) Loan In response to the COVID-19 Pandemic, the French Government enacted a State Guarantee Scheme for new loans granted by financial institutions to aid French businesses from the period of March 16, 2020 through December 31, 2020. Loans cannot have a duration exceeding a period of six years from the date of the first disbursement. In November 2020, the Company entered into Loan agreements with three French lenders for a total of 4.5 million euros of notes payable. Of which, 3.0 million euros of the notes were interest free with the remaining 1.5 million euros having a 2.25% fixed interest rate and a recurring annual payment of 0.3 million euros beginning September 2021 through September 2025. The notes payable of 3.0 million euros matured during November 2021 and were to be paid in full. During January 2021, the payment terms of the 1.5 million euros loan were amended to have a recurring quarterly payment of 75 thousand euros beginning September 2021 through June 2026. On July 13, 2021, the Company entered into a discussion to amend the PGE loan terms to defer first payments on 3.0 million euros of the loan due November 2021 to November 2022. Prior to the amendment, all 3.0 million euros of the loan principal was due in November 2021. The amendment to the payment terms of the PGE loan was made through two agreements. Effective August 3, 2021, the first agreement deferred a first payment, where the principal of 0.6 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 12 thousand euros beginning December 2022 through November 2026 and added a 0.7% fixed interest rate. Effective October 1, 2021, the second agreement deferred a first payment, where the principal of 2.4 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 49 thousand euros beginning November 2022 through November 2026 and added a 1.44% fixed interest rate. During December 2022, the Company recognized 51 thousand euros, an additional guarantee commission loan expense to the French Government paid by the French lenders on the Company's behalf, increasing the amount owed by Getaround to the French lenders. As of December 31, 2023, 1.2 million euros, or $1.3 million USD, were classified within short-term Mudrick Bridge Note On August 7, 2023 the Company entered into a promissory note (the “Note”) with Mudrick Capital Management for an aggregate principal amount of $3 million to provide additional capital to the Company. The Note has a maturity date of September 7, 2023 (the “Maturity Date”) and bears an interest rate of 15% per annum compounded daily. The Note is unsecured, but the Company expects it to be exchanged for a similar, secured note as soon as is practicable, and such secured note may be exchanged for a new convertible promissory note or other security in connection with a larger, longer-term financing prior to the Maturity Date. If the principal and accrued interest under the Note is repaid in cash, a principal repayment premium of 100% applies. On September 8, 2023, the Company entered into a Refinancing Transaction of the Note. In the Refinancing Transaction, among other things, (i) the Company repaid in full the principal and unpaid accrued interest under the Note; and (ii) the Company received new funding under the Mudrick Super Priority Note in an aggregate principal amount of $15,040,685. Mudrick Super Priority Note On September 8, 2023, the Company issued and sold to Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), a super priority note in an aggregate amount of $15,040,685 (the “Note”). The Note accrues interest monthly beginning on October 15, 2023, at a rate of 15.00% per annum. Upon the occurrence, and during the continuation, of an Event of Default, an additional 2.00% will be added to the stated interest rate. The Note will mature on August 7, 2024, at which time the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. On December 11, 2023, the Company amended and restated the Note to reflect an increased aggregate principal amount of $18,635,500, which is comprised of the original $15,040,685 principal amount under the Note, $594,815 in accrued interest on the Note as of December 11, 2023, and an additional principal amount of $3,000,000 to provide additional capital to the Company, the Subject Interest. The Subject Interest accrues interest monthly, at a rate of 15.00% per annum. The Company may prepay the Note at any time prior to the Maturity Date, and subject to the following exception, must prepay the balance of the Note with (a) 50% of the net proceeds received prior to, and 100% of the net proceeds received on or after, January 31, 2024 from issuances of the Company's capital stock (excluding intra-company issuances) or issuances of Company debt by the Company or any of its subsidiaries, and (b) 100% of the net proceeds of any sale, or similar disposition, of the Company or any of its subsidiaries. The mandatory prepayments set forth above do not apply to the first $10.0 million of net proceeds received by the Company in connection with a financing as described in clause (a) above. Please refer to Note 20 — Subsequent Events for details relating to further amendments to the Note. The Company's notes payable balances were as follows (in thousands): December 31, December 31, PGE Loan $ 3,458 $ 4,409 Mudrick Super Priority Note (at fair value) 18,568 — Total Notes Payable 22,026 4,409 Less: short-term (1,336 ) (1,211 ) Less: short-term (18,568 ) — Total Notes Payable, less current portion $ 2,122 $ 3,198 The notes payable future principal payments as of December 31, 2023 are as follows (in thousands): Year ended December 31, 2024 19,904 2025 1,177 2026 945 Thereafter — Total $ 22,026 |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. As of March 31, 2024, the Company does not have any finance leases. The Company elects not to apply the lease recognition requirements to the short-term leases. Accordingly, the Company recognize lease payments related to the short-term leases in the statements of operations and comprehensive loss on a straight-line basis over the lease term which has not changed from prior recognition. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. When determining lease term, the Company considers renewal options that are reasonably certain to exercise and termination options that are reasonably certain to be exercised, in addition to the non-cancellable Certain of the Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which are accounted for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease The components of lease expense and income for the periods indicated are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease costs $ 827 $ 827 Short-term lease costs 185 256 Variable lease costs (1) 227 217 Sublease income (350 ) (321 ) Total Lease Costs $ 889 $ 979 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. Operating lease costs are included within general and administrative within the consolidated statements of operations. Short-term lease costs are included within general and administrative and operating expenses within the consolidated statements of operations. Variable lease costs are included within operating expenses, and sublease income is included within revenue within the consolidated statements of operations. Other information related to leases for the periods indicated are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating cash flows used for lease liabilities $ 1,030 $ 1,003 The weighted average remaining lease term for our operating leases was 5.3 years, and the weighted average discount rate for the Company’s operating leases was 11.6%. The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term. Future minimum payments under operating leases as of March 31, 2024, are as follows (in thousands): Year ending From April 1, 2024 to December 31, 2024 $ 3,136 2025 4,263 2026 4,362 2027 4,463 2028 4,567 Thereafter 2,113 Total undiscounted future cash flows $ 22,904 Less: Imputed interest (5,710 ) Total $ 17,194 | 12. Leases The Company leases corporate office facilities, short-term The Company elects not to apply the lease recognition requirements to the short-term short-term For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. When determining lease term, the Company considers renewal options that are reasonably certain to exercise and termination options that are reasonably certain to be exercised, in addition to the non-cancellable lease term. Certain of the Company's real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which are accounted for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. The components of lease expense for the period ended December 31, 2023 are as follows (in thousands): Operating lease costs $ 3,308 Short-term 940 Variable lease costs (1) 759 Sublease income (1,528 ) Total Lease Costs $ 3,479 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. Operating lease costs are included within general and administrative within the consolidated statements of operations. Short-term Other information related to leases for the year ended December 31, 2023 are as follows (in thousands): December 31, Operating cash flows used for lease liabilities 4,070 As of December 31, 2023, the weighted average remaining lease term for our operating leases was 5.5 years, and the weighted average incremental borrowing rate for the Company's operating leases was 11.6%. The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term. Future minimum payments under operating leases as of December 31, 2023, are as follows (in thousands): Year ending 2024 $ 4,173 2025 4,270 2026 4,369 2027 4,470 2028 4,574 Thereafter 2,119 Total undiscounted future cash flows $ 23,975 Less: Imputed interest (6,220 ) Total $ 17,755 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. Commitments and Contingencies Commitments As of March 31, 2024, there were no material changes outside the ordinary course of business to the Company’s commitments, as disclosed in the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023. Legal Proceedings In addition to the litigation matters described below, from time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non-compliance 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 Kenareki Litigation In 2020 the Company became involved in certain litigation filed by a former contractor of the Company alleging various Labor Code violations by the Company. The former contractor has asserted claims on a class wide basis and seeks to represent all California contractors and California non-exempt Dean Litigation In October of 2019 two personal injury actions were filed in the San Francisco Superior Court against the Company related to a fatal accident in July of 2019 involving a car reserved through the Getaround platform, naming the driver, the vehicle owner and the Company as defendants (Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-579835; 19-580369). Broadspire Litigation On March 5, 2021, the Company filed a complaint against its former third-party insurance claims administrator, Broadspire Services, Inc. alleging negligence and breach of contract leading to losses suffered by the Company (Getaround v. Broadspire, San Francisco Superior Court Case No. CGC-21-590022). Garfield Litigation In April of 2023, an action for attorneys’ fees and expenses was filed in the Court of Chancery for the State of Delaware against the Company (Garfield v. Getaround, Court of Chancery for the State of Delaware C.A. # 2023-0445-MTZ). successor-in-interest, As of March 31, 2024 and December 31, 2023, the Company had accrued $1.4 million and $1.6 million, respectively, related to various pending claims and legal actions. The Company does not believe that a material loss in excess of these accrued amounts is reasonably possible. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. In some cases, the term of these indemnification agreements is perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. To date the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. | 13. Commitments and Contingencies Commitments As of December 31, 2023, there were no material changes outside the ordinary course of business to the Company's commitments, as disclosed in the audited consolidated financial statements and the related notes thereto. Legal Proceedings From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non-compliance with its contractual or other legal obligations. A liability and related charge are recorded to earnings in the Company's consolidated financial statements for legal contingencies when the loss is considered probable, and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including discussion with outside legal counsel. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible, but not probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. The Company expenses legal fees as they are incurred. Kenareki Litigation In 2020 the Company became involved in certain litigation filed by a former contractor of the Company alleging various Labor Code violations by the Company. The former contractor has asserted claims on a class wide basis and seeks to represent all California contractors and California non-exempt employees from July 2016 to the present. Based upon the Company's investigation, the Company does not believe the plaintiff's claims against the Company are valid, and in January of 2023 the parties reached a tentative settlement of this matter for an amount the Company does not consider to be material. Dean Litigation In October of 2019 two personal injury actions were filed in the San Francisco Superior Court against the Company related to a fatal accident in July of 2019 involving a car reserved through the Getaround platform, naming the driver, the vehicle owner and the Company as defendants (Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-579835; 19-580369). Broadspire Litigation On March 5, 2021, the Company filed a complaint against its former third-party insurance claims administrator, Broadspire Services, Inc. (“Broadspire”) alleging negligence and breach of contract leading to losses suffered by the Company (Getaround v. Broadspire, San Francisco Superior Court Case No. CGC-21-590022). The defendant filed a cross-complaint for amounts allegedly owed by the Company for services rendered by Broadspire. On February 22, 2024, the Company agreed to the terms of a settlement of the civil suit the Company filed against Broadspire and the related cross complaint filed by Broadspire against the Company. Please refer to Note 20 - Subsequent events for additional details regarding this litigation. Garfield Litigation In April of 2023, an action for attorneys' fees and expenses was filed in the Court of Chancery for the State of Delaware against the Company (Garfield v. Getaround, Court of Chancery for the State of Delaware C.A. # 2023-0445-MTZ). successor-in-interest, As of December 31, 2023 and 2022, the Company had accrued $1.6 million and $1.4 million, respectively, related to various pending claims and legal actions. The Company does not believe that a material loss in excess of accrued amounts is reasonably possible. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. In some cases, the term of these indemnification agreements is perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company's exposure and enables the Company to recover a portion of any future amounts paid. To date the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 12. Income Taxes The Company’s effective tax rate from continuing operations was 0.4% for the three months ended March 31, 2024 and 0.7% for the three months ended March 31, 2023. The Company’s full allowance in the United States and various other foreign jurisdictions caused the quarterly effective tax rate to be different from the U.S. federal statutory tax rate. The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s condensed consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its condensed consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no unrecognized tax benefits as of March 31, 2024 and March 31, 2023. | 14. Income Taxes The U.S. and foreign components of loss before provision for income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year ended Year ended United States $ (98,123 ) $ (100,259 ) Foreign (16,612 ) (36,444 ) Loss before Benefit for Income Taxes $ (114,735 ) $ (136,703 ) The components of the provision for (benefit from) income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year ended Year ended Current: Federal $ — $ — State (56 ) 39 Foreign — 13 Total current tax expense (56 ) 52 Deferred: Federal $ — $ — State — — Foreign (733 ) (690 ) Total Deferred Tax Benefit (733 ) (690 ) Total Benefit from Income Taxes $ (789 ) $ (638 ) The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2023, and 2022: Year ended December 31, Year ended Year ended Federal statutory income tax rate 21.0 21.0 State income tax expense 3.9 1.3 Permanent tax adjustments (1.3 ) (1.2 ) Fair value adjustments (0.2 ) (7.4 ) Transaction costs — (2.7 ) Change in valuation allowance (23.6 ) (6.7 ) Foreign rate differential 1.0 (3.0 ) Other, net (0.1 ) (0.9 ) Effective income tax rate 0.7 0.4 The components of deferred tax assets and liabilities as of December 31, 2023, and 2022 are as follows (in thousands): Year ended December 31, Year ended Year ended Deferred tax assets: Net operating loss carryforwards $ 198,081 $ 183,522 Capitalized research costs 9,636 6,678 Lease liabilities 4,630 5,066 Accruals and reserves 6,807 5,097 Intangibles 1,093 — Other 11,172 8,800 Total Deferred Tax Assets $ 231,419 $ 209,163 Less: valuation allowance (192,867 ) (174,317 ) Total Deferred Tax Assets, Net of Valuation Allowance $ 38,552 $ 34,846 Deferred tax liabilities: Intangibles — (1,742 ) Convertible debt (35,565 ) (30,541 ) ROU assets (3,047 ) (3,290 ) Other (152 ) (200 ) Total Deferred Tax Liabilities $ (38,764 ) $ (35,773 ) Net Deferred Tax Liabilities $ (212 ) $ (927 ) Based on available evidence, management believes it is not more likely than not that the net U.S., Netherlands, and France deferred tax assets will be fully realizable. In these jurisdictions, we have recorded a valuation allowance against net deferred tax assets. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed. We had a valuation allowance against net deferred tax assets of $192.9 million and $174.3 million as of December 31, 2023 and 2022, respectively. In 2022, the change in valuation allowance was primarily attributable to an increase in U.S. federal and state deferred tax assets resulting from loss from operations. As of December 31, 2023, we had U.S. federal net operating loss (“NOL”) carryforwards of $15.5 million that begin to expire in 2031 and $109.5 million that have an unlimited carryover period. As of December 31, 2023, we had U.S. state NOL carryforwards of $43.2 million that begin to expire in 2027 and $2.2 million that have an unlimited carryover period. As of December 31, 2023, we had foreign NOL carryforwards of $0.9 million that begin to expire in 2026 and $26.8 million that have an unlimited carryover period. In general, under Sections 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change,” generally defined as a greater than 50 percentage point change by value in its equity ownership over a rolling three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs to offset future taxable income. Our existing NOLs carryforwards have been, and may in the future be, subject to limitations arising from previous ownership changes, and if we undergo an ownership change, our ability to utilize NOLs carryforwards could be further limited by Sections 382 the Code. In addition, our ability to deduct net interest expense may be limited if we have insufficient taxable income for the year during which the interest is incurred, and any carryovers of such disallowed interest would be subject to the limitation rules similar to those applicable to NOLs and other attributes. Future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience a future change of control, we may not be able to utilize a material portion of the NOLs carryforwards or disallowed interest expense carryovers, even if we attain profitability. The Company does not record deferred taxes on the undistributed earnings of its non-U.S. 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, 2023, 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, 2023 and 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 13. Stock-Based Compensation Restricted Stock Units Restricted stock units (RSUs) activity for the three months ended March 31, 2024 is as follows: Number of Weighted- Balance, 3,244,369 $ 5.30 RSUs granted 6,042,500 0.17 RSUs vested (3,018,362 ) 1.21 RSUs canceled (793,031 ) 3.89 Balance, 5,475,476 $ 2.10 Stock Options Stock option activity for the three months ended March 31, 2024 (in thousands, except share amounts and per unit data) is as follows: Number of Weighted- Weighted- Aggregate Balance, 7,997,004 $ 1.78 7.53 $ 10 Options granted 88,050,000 0.25 9.91 5,283 Options exercised — — — — Options expired (181,478 ) 4.16 — 4 Options forfeited (192,833 ) 1.22 — 6 Balance, 95,672,693 $ 0.37 9.73 $ 5,467 Vested and Exercisable, 3,478,648 2.56 6.43 58 Vested and Exercisable and Expected to Vest, 95,672,693 $ 0.37 9.73 $ 5,467 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 fair value of awards vested during the periods ended March 31, 2024 and 2023 was $0.6 million and $1.5 million, respectively. The weighted-average grant-date fair value of stock options granted during the periods ended March 31, 2024 and 2023 was $0.18 and $0.20 per share, respectively. The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: Three Months Ended March 31, 2024 2023 Expected volatility (%) 73.5 % 81.4 % Risk-free interest rate (%) 4.3 % 3.6 % Expected dividend yield — — Expected term (years) 6.8 6.0 The Company recognized stock-based compensation expense related to stock options of $1.3 million and $1.2 million for the three months ended March 31, 2024 and 2023, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Sales and marketing $ 8 $ 17 Operations 102 190 Technology and product development 64 110 General and administrative 1,126 834 Total $ 1,300 $ 1,151 As of March 31, 2024, there was $19.1 million of total unrecognized compensation cost related to unvested stock options granted under the plan that is expected to be recognized over a weighted-average period of 2.01 years. The Company recognized stock-based compensation expense related to RSUs of $2.0 million and $2.4 million for the three months ended March 31, 2024 and 2023, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Sales and marketing $ 84 $ 115 Operations 305 629 Technology and product development 797 898 General and administrative 813 772 Total $ 1,999 $ 2,414 As of March 31, 2024, there was $10.6 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.29 years. | 15. Stock-Based Compensation 2022 Employee Stock Purchase Plan The 2022 Employee Stock Purchase Plan was approved on December 6, 2022. A total of 1,841,719 shares of Getaround common stock were initially reserved under the terms of the 2022 Employee Stock Purchase Plan. The 2022 Employee Stock Purchase Plan provides a means by which eligible employees and/or eligible service providers of either Getaround or an affiliate may be given an opportunity to purchase shares of Getaround common stock. The 2022 Employee Stock Purchase Plan permits Getaround to grant a series of purchase rights to eligible employees and/or eligible service providers. On each offering date, each eligible employee or eligible service provider, pursuant to an offering made under the 2022 Employee Stock Purchase Plan, will be granted a purchase right to purchase up to that number of shares of Getaround common stock purchasable either with a percentage or with a maximum dollar amount, as designated by the plan administrator; provided however, that in the case of eligible employees, such percentage or maximum dollar amount will in either case not exceed 15% of such employee's earnings during the period that begins on the offering date (or such later date as the plan administrator determines for a particular offering) and ends on the date stated in the offering, which date will be no later than the end of the offering, unless otherwise provided for in an offering. No award has been granted or issued under this plan. 2022 Equity Incentive Plan The 2022 Equity Incentive Plan was approved on December 6, 2022. Following the closing of the 2022 Business Combination, the Board of Directors amended the 2022 Equity Incentive Plan to reduce the number of shares of Getaround common stock initially reserved for issuance pursuant to the 2022 Equity Incentive Plan. Following the amendment, a total of 19,620,389 shares of Getaround common stock were reserved for issuance under the terms of the 2022 Equity Incentive Plan, which includes 11,000,000 shares of Getaround common stock reserved for issuance as Earnout Shares to certain Legacy Getaround employees upon the satisfaction of certain stock price performance conditions following the closing date of the 2022 Business Combination and expiring on the seventh anniversary of the closing date. As of December 31, 2023 no award had been granted or issued under this plan. 2010 Stock Plan In November 2011, the Company amended and restated the 2010 Stock Plan (the 2010 Plan). The 2010 Plan provides for the granting of shares of restricted common stock and options to purchase shares of common stock to employees and consultants of the Company. The maximum number of common shares reserved and available for issuance under the plan is 4,702,784 shares. No new awards will be granted under the 2010 Plan following the adoption of the 2022 Equity Incentive Plan. Options granted under the 2010 Plan may be either incentive stock options (ISOs) or nonqualified stock options (NSOs). ISOs may be granted only to employees (including officers and directors). NSOs may be granted to employees and consultants. Stock options granted under the 2010 Plan expire within ten years from the date of grant. The exercise price of ISOs and NSOs shall not be less than 100% of the fair value of the common shares on the date of grant, as determined by the Company's board of directors. Stock options generally vest over a period of five years from the date of grant base on continued service. Restricted Stock Units Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, 3,450,792 $ 8.52 RSUs granted 2,381,877 0.43 RSUs vested (1,994,119 ) 4.03 RSUs canceled (594,181 ) 8.69 Balance, 3,244,369 $ 5.30 Each restricted stock unit represents the right to receive one share of the Company's common stock upon vesting. The fair value of these RSUs was calculated based upon the Company's common stock value on the date of grant, and the stock-based compensation expense is being recognized over the vesting period of four years. Stock Options Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, 5,134,332 $ 3.40 6.50 $ 61 Options granted 4,490,000 0.27 8.50 — Options exercised (1,121 ) — — — Options expired (1,044,717 ) 2.67 — — Options forfeited (581,490 ) 2.30 — — Balance, 7,997,004 $ 1.78 7.53 $ 10 Vested and Exercisable, 3,110,107 2.87 6.64 18 Vested and Exercisable and Expected to Vest, 7,997,004 1.78 7.53 10 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, 2023 and 2022 was $1.0 thousand and $3.8 thousand, respectively. The fair value of awards vested during the years ended December 31, 2023 and 2022 was $3.8 million and $4.5 million, respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $0.18 and $3.90, respectively. Valuation Assumptions The Company measures compensation expense for all stock-based payment awards based on the estimated fair value on the date of the grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model utilizing the assumptions noted below: Fair Value of Common Stock - Because the Company's common stock was not publicly traded until December 2022, the Company needed to estimate the fair value of common stock. In the instances when an estimate of the fair value of the common stock is needed, the Company's board of directors considers numerous objective and subjective factors to determine the fair value of the Company's common stock options at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company's common stock; (ii) the prices, rights, preferences and privileges of the Company's preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company's common stock; (iv) actual operating and financial results; (v) current business conditions and projects; (vi) the likelihood of achieving a liquidity event, and (vii) precedent transactions involving the Company's shares. Expected Volatility - Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted-average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the options. Expected Term - Expected term represents the period over which the Company anticipates stock based awards to be outstanding. The Company determines the expected life by averaging the stock based award's weighted-average vesting period and its contractual term. The Company uses this method to determine the expected term of its stock-based compensation because of its limited history of stock option exercise activity. Risk-Free Interest Rate - The Company uses the average of the published interest rates of U.S. Treasury zero-coupon issues with terms consistent with the expected term of the awards for its risk free interest rate. Expected Dividends - Since the Company does not anticipate paying any cash dividends in the foreseeable future, it uses an expected dividend yield of 0%. The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: December 31, 2023 2022 Expected volatility (%) 81.4 % 77.7 % Risk-free interest rate (%) 3.6 % 2.9 % Expected dividend yield — — Expected term (years) 6.0 6.0 The Company recognized stock-based compensation expense related to stock options of $3.4 million, and $4.8 million for the years ended December 31, 2023 and 2022, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 53 $ 689 Operations 623 689 Technology and product development 380 1,191 General and administrative 2,384 2,235 Total $ 3,440 $ 4,804 As of December 31, 2023, there was $5.1 million of total unrecognized compensation cost related to unvested stock options granted under the plan that is expected to be recognized over a weighted-average period of 0.89 years. The Company recognized stock-based compensation expense related to RSUs of $9.1 million and $4.3 million for the years ended December 31, 2023 and 2022, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 408 $ 734 Operations 1,851 734 Technology and product development 3,816 1,372 General and administrative 3,063 1,483 Total $ 9,138 $ 4,323 As of December 31, 2023, there was $14.6 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.40 years. Management Alignment Plan In September 2020, the Company adopted a Management Alignment Plan, which, in the event of change in control, as defined in Treasury Regulation Section 1.409A-3(i)(5)(i), provides certain Company founders and certain critical service providers with an option to receive bonus payments in connection with that event. Management Alignment Plan contemplates a total of 1,200 participating units with value equal to the lesser of (a) 6% of the value of a transaction that gives rise to the change in control event, and (b) $15 million. Each unit shall have equal individual value. The Management Alignment Plan was terminated in connection with the 2022 Business Combination and no payments have been made under this plan. Additionally, no amounts have been accrued for potential payments under the Management Alignment Plan as of December 31, 2023 and 2022. 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, 2023 and 2022, there were no early-exercised options. Stockholder Notes In 2015, the Company entered into note receivable agreements with three of the Company's founders for a total of $0.5 million (2015 Stockholder Notes). The 2015 Stockholder Notes accrue interest at an annual rate of 1.59% and have a maturity date of December 11, 2020. As of December 31, 2021, the 2015 Stockholder Notes are considered payable on demand. The 2015 Stockholder Notes are collateralized by 353,264 shares of the Company's common stock previously held by the founders. In connection with the Stockholder Notes, the Company agreed to enter into a call option with the founders, whereby the Company paid a total of $22 thousand for the right to purchase a total of 99,346 shares of the Company's common stock from the founders for a purchase price of $4.81 per share plus an additional $0.01 per share per month through the exercise period. The call option can be exercised any time between December 11, 2017 and December 11, 2020. As of December 11, 2020 these options expired without being exercised. In September 2018, the Company entered into a loan, pledge and option agreement with two co founders and Board members of the Company for a total of $7.3 million (2018 Stockholder Notes). One of these co-founders separated from the Company in 2018 but continues to serve as a consultant. The 2018 Stockholder Notes accrue interest at an annual rate of 2.86% and have a maturity date of September 14, 2025. The 2018 Stockholder Notes are collateralized by 1,591,342 shares of Company's common stock previously held by the founders. In connection with the Stockholder Notes, the Company agreed to enter into a call option with the co-founders and Board members, whereby the Company paid a total of $0.7 million for the right to purchase a total of 386,027 shares of the Company's common stock for a purchase price of $18.95 per share plus an additional $0.06 per share per month through the exercise period. The call option can be exercised any time between September 14, 2021 and September 14, 2025. In November 2019, the Company entered into a loan, pledge and option agreement with a founder and Board member of the Company for a total of $5.6 million (2019 Stockholder Note). The 2019 Stockholder Note accrues interest at an annual rate of 1.59% and has a maturity date of November 18, 2026. The 2019 Stockholder Note is collateralized by 778,919 shares of the Company's common stock previously held by the founder. In connection with the Stockholder Note, the Company agreed to enter into a call option with the founder, whereby the Company paid a total of $0.4 million for the right to purchase a total of 202,265 shares of the Company's common stock from the founder for a purchase price of $27.63 per share plus an additional $0.03 per share per month through the exercise period. The call option can be exercised any time between November 18, 2021 and November 18, 2026. The 2015 Stockholder Notes and 2018 Stockholder Notes remaining outstanding (collectively the “Stockholders Notes”) have been recorded as a component of stockholders' equity (deficit) as of December 31, 2023 and 2022. Equity classification of the Stockholder Notes is pursuant to ASC 505 — Equity, considering the absence of substantial evidence of ability and intent of the counterparty to pay the notes within a reasonably short period of time. Additionally, the Company holds a call option, but not an obligation to repurchase a certain number of shares from the holder at a specified price in the future and as such, the call option is not considered a mandatorily redeemable instrument. Furthermore, the call option is not legally detachable from the Stockholder Note agreements and is therefore not considered separable from that contract and not accounted for separately. In December 2022, Legacy Getaround entered into a note repayment agreement with the Legacy Getaround's Chief Executive Officer (CEO) to repay outstanding note receivable agreements originating in 2015 and 2019 totaling $6.1 million. The note repayment agreement was part of an exchange transaction executed to facilitate the Business Combination (See 2022 Exchange Transaction below and Note 19 — Related Party Transactions). 2022 Exchange Transaction In connection with the 2022 Business Combination, Legacy Getaround executed note repayment and share repurchase agreements with Legacy Getaround's former CEO on December 8, 2022. Legacy Getaround agreed to repurchase 868,068 shares from Legacy Getaround's former CEO at a per share price of $6.12, and the former Legacy Getaround CEO agreed to transfer 831,788 shares to Legacy Getaround in satisfaction of outstanding notes and obligations owed to Legacy Getaround (the “Exchange Transaction”). The notes and obligations owed to Legacy Getaround by the former Legacy Getaround CEO included $6.1 million related to the 2015 and 2019 recourse Stockholder Notes and $8.1 million related to the 2021 nonrecourse promissory note agreement that previously facilitated the cashless exercise of 3,189,176 options to exercise common stock. The former Legacy Getaround CEO retained 1,888,004 shares that were fully vested and previously collateralized the 2021 nonrecourse promissory note. Since the note repayment and share repurchase agreements were negotiated and executed contemporaneously with the 2022 Business Combination, Legacy Getaround treated the Exchange Transaction as an exchange of share-based payment awards in a business combination comprising a single unit of account. Legacy Getaround recognized $12.8 million compensation expense at the time of the transaction. The entire amount of the expense was recognized immediately as the consideration received does not require continuous service in order to vest. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants | 14. Warrants Upon the closing of the 2022 Business Combination, Legacy Getaround’s common stock warrants and convertible redeemable preferred stock warrants were exercised for Legacy Getaround common stock and redeemable preferred common stock, respectively, and subsequently converted into Getaround common stock. Please refer to the table below for detail of warrant liability by type of warrant (in thousands): March 31, 2024 December 31, 2023 Private warrants $ 26 $ 20 Total $ 26 $ 20 Number of outstanding warrants as of March 31, 2024 and December 31, 2023 was as follows: March 31, 2024 December 31, 2023 Public warrants 12,175,000 12,175,000 Private warrants 4,616,667 4,616,667 Total 16,791,667 16,791,667 InterPrivate II Public and Private Warrants Upon the Closing, there were 5,175,000 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company’s common stock that were issued by InterPrivate II prior to the 2022 Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the 2022 Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire five years after the completion of the 2022 Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the 2022 Business Combination. Additionally, the Private Placement Warrants will be non-redeemable The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading 30-trading Convertible Notes Warrants On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick At March 31, 2024, outstanding public and private warrants were 12,175,000 and 4,616,667, respectively. The public warrants are equity-classified and private warrants are liability-classified. | 16. Warrants Upon the closing of the 2022 Business Combination, Legacy Getaround's common stock warrants and convertible redeemable preferred stock warrants were exercised for Legacy Getaround common stock and redeemable preferred common stock, respectively, and subsequently converted into Getaround common stock. Please refer to the table below for detail of warrant liability by type of warrant (in thousands): December 31, 2023 2022 Private warrants 20 247 Total $ 20 $ 247 Number of outstanding warrants as of December 31, 2023 and 2022 was as follows: December 31, 2023 2022 Public Warrants 12,175,000 5,175,000 Private warrants 4,616,667 4,616,667 Total 16,791,667 9,791,667 InterPrivate Public and Private Warrants Upon the Closing, there were 5,174,975 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company's common stock that were issued by InterPrivate II prior to the 2022 Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company's common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the 2022 Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire five years after the completion of the 2022 Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the 2022 Business Combination. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, one of InterPrivate II's directors or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days' prior written notice of redemption, if and only if the last sale price of the Company's common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise. Convertible Notes Warrants On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick Convertible Notes, according to the terms of the convertible note subscription agreement. The Convertible Notes Warrants are in substantially the same form as the public warrants, and are aggregated with the public warrants. At December 31, 2023, outstanding public and private warrants were 12,175,000 and 4,616,667, respectively. The public warrants are equity-classified and private warrants are liability-classified. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) per Share | 15. Earnings (Loss) per Share The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented (in thousands, except share and per share amount): Three Months Ended March 31, 2024 2023 Net loss $ (30,965 ) $ (22,799 ) Basic and diluted weighted average common stock outstanding 96,675,724 92,308,288 Basic and diluted net loss per share $ (0.32 ) $ (0.25 ) Since the Company was in a loss position for the period ended March 31, 2024 and 2023, basic net loss per share was the same as diluted net loss per share for the period presented. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares): Three Months Ended March 31, 2024 2023 Stock options and restricted stock units outstanding (1) 101,148,169 12,957,947 Private Warrants 4,616,667 4,616,667 Public Warrants 12,175,000 5,175,000 Shares for Mudrick Convertible Notes 19,001,500 15,218,000 Mudrick Note Warrants — 7,000,000 Shares for Mudrick PIK Notes 1,884,782 — Total 138,826,118 44,967,614 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. | 17. Net Loss per Share 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, 2023 and 2022 (in thousands except per share amounts): Year ended Year ended Net loss $ (113,946 ) $ (136,065 ) Basic and diluted weighted average common stock outstanding 92,685 27,222 Basic and diluted net loss per share $ (1.23 ) $ (5.00 ) Since the Company was in a loss position for the years ended December 31, 2023 and 2022, basic net loss per share was the same as diluted net loss per share for the periods presented. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares): Year ended Year ended Stock options and restricted stock units outstanding (1) 11,241,373 8,585,124 Private Warrants 4,616,667 4,616,667 Public Warrants 12,175,000 5,175,000 Shares for Mudrick convertible notes 19,001,500 15,218,000 Shares for Mudrick PIK Notes 1,884,782 — Mudrick note warrants — 7,000,000 Total 48,919,322 40,594,791 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Segment and Geographical Area I
Segment and Geographical Area Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Segment and Geographical Area Information | 16. Segment and Geographical Area Information Segment Information Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one 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 March 31, 2024 December 31, 2023 United States $ 18,072 $ 18,883 Europe 1,675 1,783 Total $ 19,747 $ 20,666 (See Note 4 – 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, equipment and operating lease right-of-use Year ended December 31, Year ended Year ended United States $ 18,883 $ 22,039 Europe 1,783 1,696 Total $ 20,666 $ 23,735 (See Note 6 – Revenue for the Company's revenues disaggregated by geography). |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | 17. Related Party Transactions Mudrick Capital Management L.P. In the first quarter of 2024, Mr. Jason Mudrick joined the Company’s Board of Directors. Mr. Mudrick holds an interest in Mudrick Capital Management L.P.; for which the Company has issued convertible debt and notes payables described in Note 9—Notes Payable and Note 18—Subsequent Events. As Mr. Mudrick is now a member of the Board of Directors, these transactions are now considered related party transactions. | 19. Related Party Transactions Mudrick Capital Management L.P. In December 2022, pursuant to the convertible note subscription agreement, dated May 11, 2022, as amended December 8, 2022, by and among InterPrivate II and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (“noteholders”), the Company issued $175 million of senior secured convertible notes (“Mudrick Convertible Notes”). In August 2023, the Company entered into a promissory note (the “Note”) with Mudrick Capital Management L.P. for an aggregate principal amount of $3 million to provide additional capital to the Company. The Note had a maturity date of September 7, 2023 (the “Maturity Date”) and bears an interest rate of 15% per annum compounded daily. On September 8, 2023, the Company entered into a Refinancing Transaction of the Note. In September 2023, the Company issued and sold to Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), a super priority note in an aggregate amount of $15,040,685 (the “Note”). The Note accrues interest monthly beginning on October 15, 2023, at a rate of 15.00% per annum. The Note will mature on August 7, 2024, at which time the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. A member of the Company's Board of Directors, who joined the Board in the first quarter of 2024, holds an interest in Mudrick Capital Management L.P. Please refer to Note 11 — Notes Payable for additional details regarding the notes. Recourse and Nonrecourse Promissory Note In February 2021 Legacy Getaround entered into nonrecourse promissory note agreements with the CEO, as well as with another stockholder in order to facilitate cashless exercise of 3,345,568 options to purchase common stock. This arrangement resulted in no incremental share-based compensation expense during the period. Please refer to Note 15 — Stock-Based Compensation for additional details regarding these agreements. Additionally, in 2015, 2018 and 2019 Legacy Getaround entered into note receivable agreements (collectively the Stockholders Notes) with the CEO and two others of the Company's founders. The Stockholders Notes have been presented as a component of stockholders' equity (deficit) as of December 31, 2023 and 2022 on the Company's consolidated balance sheet. Please refer to Note 15 — Stock-Based Compensation for additional details regarding these agreements. To help facilitate the 2022 Business Combination, Legacy Getaround executed note repayment and share repurchase agreements with the CEO on December 8, 2022. Please refer to Note 15 — Stock-Based Compensation for additional details regarding this arrangement. Bridge Loans During 2022, Legacy Getaround issued a total of $38.1 million in Bridge Loans to multiple related parties, including to an immediate family member of management in full settlement of the liability from the related party advance on financing in the amount of $4.8 million. Total amount of financing via Bridge Loan provided by the immediate family member of management was $10.0 million. Furthermore, $5.0 million of Bridge Loan financing was provided by Braemar Energy, $5.0 million by Softbank Vision fund, an investor in Legacy Getaround, and $3.3 million by PF GA Investment 5, an investor in Legacy Getaround. Braemar In October 2022, the Company issued a $2.0 million subordinated promissory note to Braemar Energy Ventures III LP, a related party and an existing investor in the Legacy Getaround. A member of the Company's Board of Directors holds an interest in Braemar. Additionally in October 2022, the Sponsor entered into the Stock Transfer Agreement with Braemar. In December 2022 and prior to the 2022 Business Combination, the subordinated promissory notes were extinguished in exchange for issuance of 2022 Bridge Loans. The exchange met the closing conditions for the stock transfer agreement between the Sponsor and Braemar, pursuant to which the Sponsor agreed to transfer 200,000 shares of the Company's common stock following the closing of the 2022 Business Combination. Service Fee to Sponsor Affiliates In connection with the 2022 Business Combination, the Company paid a service fee of $2.0 million to the Sponsor affiliates (See Note 3 — Business Combination). Non-Redemption Agreement In connection with the 2022 Business Combination, the Company paid $3.0 million to certain funds controlled by Magnetar Financing LLC (“Magnetar”), an investor in the Company, in connection with a non-redemption agreement. Pursuant to the non-redemption agreement, Magnetar agreed that it would, at InterPrivate II's election, not redeem an amount of shares of Class A Stock up to an aggregate of 1,550,000 shares. Bonus Shares Pursuant to the Merger Agreement, 2,000,000 Bonus Shares were distributed to EarlyBirdCapital (one of the underwriters in InterPrivate II's initial public offering), the then-current and former independent directors of InterPrivate II and the Sponsor. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Subsequent Events | 18. Subsequent Events New Financing On April 29, 2024, the Company and Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. (the “Purchaser”), amended and restated the Fourth A&R Super Note to reflect an increased aggregate principal amount of $ 61,677,504 (the “Fifth A&R Super Note”). The Fifth A&R Super Note will mature on August 7, 2026 , at which time 108 % of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. This transaction constitutes a related party transaction. Departure of Board Member and Appointment of New Board Members Effective April 28, 2024, Dr. Jeff Russakow left Company’s Board of Directors. Effective May 6, 2024, Mr. Neil Salvage, Mr. Qais Sharif and Mr. Nikul Patel joined the Board of Directors. There have been no other events or transactions that occurred subsequently that require recognition or disclosure. | 20. Subsequent Events Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On January 5, 2024, Getaround, Inc. (the “Company”) received written notice (the “NYSE Notice”) from the New York Stock Exchange (the “NYSE”) that the Company was not in compliance with the continued listing standards set forth in Sections 302 and 303A of the NYSE Listed Company Manual, which requires issuers to hold an annual meeting during each fiscal year pursuant to Section 302 of the Listed Company Manual. The Company was unable to hold an annual meeting during its 2023 fiscal year due to a lengthy delay in completing the financial audit of its 2022 results, and resulting delays in filing its Annual Report on Form 10-K New Financing On January 12, 2024, Getaround, Inc. (the “Company”) and Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), amended and restated the amended and restated super priority secured promissory note in an aggregate amount of $18,635,499.51 entered into by such parties on December 11, 2023 (as amended and restated and as further amended and restated, supplemented or otherwise modified from time to time, the “Note”) to reflect an increased aggregate principal amount of $20,880,922.00, which is comprised of the original $18,635,499.51 principal amount under the Note, $245,422.49 in accrued interest on the Note as of January 12, 2024, and an additional principal amount of $2,000,000 to provide additional capital to the Company (the “Second A&R Note”). On January 19, 2024 the Company and the Purchaser further amended and restated the Note to reflect an increased aggregate principal amount of $23,941,032.31, which is comprised of the original $20,880,922.00 principal amount under the Second A&R Note, $60,110.3 in accrued interest on the Note as of January 19, 2024, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the “Third A&R Note”). The Note accrues interest monthly beginning on January 19, 2024, at a rate of 15.00% per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default (as defined therein), will be increased by 2.00%. The Second A&R Note was issued pursuant to the existing Incremental Subscription Agreement described in our current report on Form 8-K The Note will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. On February 7, 2024, the Company and the Purchaser amended and restated the Third A&R Note to reflect an increased aggregate principal amount of $40,303,393, which is comprised of the original $23,941,032 principal amount under the Third A&R Note, $189,940 in accrued interest as of February 7, 2024, and an additional principal amount of $16,172,421 (the “Fourth A&R Note” and, as so amended and restated, the “ Note Broadspire Settlement On February 22, 2024, Getaround, Inc. (the “Company”) agreed to the terms of a settlement of the civil suit the Company filed against Broadspire Services, Inc. (“Broadspire”) on March 5, 2021, Getaround, Inc. v. Broadspire Services, Inc., Case No. CGC-21-590022, and the related cross complaint filed by Broadspire against the Company on April 29, 2021, both in the Superior Court of California in the City and County of San Francisco. On March 14, 2024, Broadspire made a settlement payment to the Company in the amount of $15 million, in exchange for the dismissal of all claims and counterclaims amongst the parties in connection with the civil suit and related cross complaint. The $15 million settlement payment, less fees for legal services paid to Covington & Burling LLP, counsel to the Company, and legal costs, resulted in a net payment to the Company of approximately $10.3 million. Appointment of an Executive, Compensatory Arrangement, and Departure of an Executive On February 26, 2024, Company's Board of Directors appointed Mr. Eduardo Iniguez as the CEO of the Company. In connection with Mr. Iniguez's appointment, the Company entered into an employment agreement with Mr. Iniguez, which included salary, various bonus provisions, and equity award consideration, which includes options awards of 11,100,000 that vest over four years, and an additional 76,950,000 options that will vest over four years with certain limitations that may cap vesting. Mr. Iniguez succeeded Mr. Sam Zaid, one of three co-founders of the Company. New York State Operations On March 23, 2024, the Company made a decision to suspend its operations in the state of New York, due to the high cost of complying with the New York Peer-to-Peer There have been no other events or transactions that occurred subsequently that require recognition or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangible and long-lived assets, valuation of deferred income tax assets, fair value of warrant liability, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management's estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangibles and long-lived assets, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management's estimates. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company deposits its cash and cash equivalents with major financial institutions that management believes are of high credit quality; however, at times, deposits may exceed the amount of insurance provided on such deposits, if any. The Company has not experienced any losses on its deposits since inception. As of December 31, 2023 and 2022, no single customer represented more than 10% of accounts receivable, and during the years ended December 31, 2023 and 2022, no single customer represented more than 10% of the Company's total revenue. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. As of December 31, 2023, and 2022, the Company does not have meaningful cash equivalents. | |
Restricted Cash | Restricted Cash As of December 31, 2023 and 2022, restricted cash consisted of fully collateralized letters of credit related to various lease agreements in the amount of $0 and $3.6 million as of December 31, 2023 and 2022, respectively. The reduction in restricted cash balance is driven entirely by the reclassification of funds to prepaid rent to facilitate withdrawals for lease payments. | |
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. The allowance for doubtful accounts is determined based upon a specific identification of balances, the collection of which, in management's opinion, is doubtful. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance. Based upon the information available, management has reserved an allowance for doubtful accounts in the amount of $3.8 million and $3.5 million as of December 31, 2023 and 2022, respectively. Provision for bad debt, inclusive of the amount of the allowance for doubtful accounts, was $6.4 million and $11.1 million for the twelve months ended December 31, 2023 and 2022, respectively. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated useful life Furniture and Fixtures 3-6 years Computer equipment 2-3 years Completed Connect Devices 2 years Vehicles 3 years Leasehold improvements Shorter of estimated Expenditures for maintenance and repairs are charged to expense as incurred and major improvements and betterments that improve or extend the life of existing properties and equipment are capitalized. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from the accounts. Liabilities related to lease incentive obligations are amortized as lease expense over the term of the related lease. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is the excess of costs over fair value of net assets of the business acquired. Goodwill and other intangible assets acquired that are determined to have an indefinite useful life are not amortized but are tested for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill or other intangible assets might be impaired. For goodwill, the Company performs impairment reviews by its single reporting unit. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company's reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. The quantitative approach compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential. No impairment charges were recorded for the year ended December 31, 2023. Based on Management's analysis, a $23.3 million impairment charge was recorded in the year ended December 31, 2022 (See Note 9 —Goodwill and Intangible Assets, for a discussion of impairment charge). | |
Accrued Host Payments and Insurance Fees | Accrued Host Payments and Insurance Fees Accrued host payments represent the portion of user rental fees earned but not remitted to vehicle owners as of the consolidated balance sheet date. Accrued insurance fees represent the portion of insurance fees collected on behalf of the insurance provider as of the consolidated balance sheet date, but not yet remitted to the insurance provider as of the consolidated balance sheet date. Vehicle owners typically earn 60% to 70% of rental fees. As of December 31, 2023, and 2022, accrued host payments and insurance fees were $13.2 million and $11.8 million, respectively. | |
Fair Value Option for Convertible Debt | Fair Value Option for Convertible Debt The Company may elect to carry its convertible debt at fair value in accordance with ASC 825 - Financial Instruments, if otherwise not precluded by other applicable codification. This election is assessed on an instrument-by-instrument | |
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 applies the five-step model to contracts in accordance with ASC 606 - Revenue from contracts with customers. In doing so, the Company assesses whether it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer and utilizes the most likely amount method to estimate variable considerations that are a part of the contract price, but not known at the contract inception. Variable considerations are billed to the customer when and if incurred during the period under contract, and to the extent the Company is entitled to such fees under the contract. At the time of the billing, the amount of variable consideration is known and not subject to constraint or estimate based on the occurrence or non-occurrence of events. Additionally, in determining the price of each contract, the Company differentiates between the concepts of price concessions and credit risk. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the products or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Each component of revenue is recognized net of any incentives and other considerations given to customers. The Company excludes all sales tax from the transaction price. | |
Service Revenue | Service Revenue Service revenues are derived from rental fees collected by the Company from users who book and rent third-party vehicles through the Company's platform at an agreed-upon time the vehicle reservation is made, or, in the case of a trip extension, at the time the extension is booked. Pursuant to the online Terms of Service, third-party vehicle owners agree that the Company retains the applicable service revenue as consideration for their use of the Company's platform and certain additional charges that the Company may collect from renters on behalf of the owners for related post-booking activities performed by the Company to successfully consummate the rental. Hence, the Company's primary performance obligation in the transaction is to facilitate the completion of a successful rental transaction between the third-party vehicle owner and the renter. The Company also may offer ancillary promises of distinct service depending on the region. Within the United States, the Company offers an automatic tolling feature on each third-party vehicle, which provides the renter with the convenience of using the electronic toll lane for automated payment at the renter's discretion and charges a nominal amount in exchange per toll transaction. The automatic tolling feature is deemed to be a distinct performance obligation within the context of the primary rental service. Within Europe, the Company intermediates a sale of third-party insurance coverage on third-party owner vehicles to the renters during the booking process and charges a nominal amount in exchange for intermediating the sales transaction. Intermediary sale of insurance coverage is deemed to be a distinct performance obligation within the context of the primary rental service. Within the United States, insurance coverage is not deemed to be a distinct performance obligation and is included in the price of a trip. Service revenues for rental service are presented net of payments due to vehicle owners, as the Company acts as an agent in the arrangement between the third-party vehicle owner and the renter and does not control the asset or service provided by the vehicle owners to the renters. Similarly, the revenue related to either automated tolling feature or intermediary sale of insurance coverage is also reported on a net basis by only representing the portion of service revenue while excluding the payment collected for the toll or for the insurance coverage since the Company is not the primary obligor for controlling the accessibility to the passageway that requires tolls or for the underlying insurance coverage. The Company recognizes service revenue from these performance obligations on a straight-line basis over the duration of the rental trip using the output method as its performance obligation is satisfied over time. The Company uses the output method based on rental hours or days, where revenue is calculated based on the percentage of total time elapsed in relation to total estimated rental period. In the event a user books a trip extension, at the time the extension is booked, the service revenue is recognized on a straight-line basis over the duration of the extension period. | |
Subscription Fees | Subscription Fees The Company receives subscription fees from third-party vehicle owners on the platform for the use of Connect hardware installed on their vehicles. Connect hardware subscription service contracts are on a month-to-month | |
Lease Revenue | Lease Revenue The Company accounts for lease revenue earned from parking, vehicle rentals and rental-related activities wherein an arrangement involves the use of assets that are explicitly identified and conveys the right to use the specific assets under ASC 842, Leases. The Company has operating leases for parking spaces. Designated parking spaces are leased by the Company from various garage operators and municipalities within certain metropolitan markets and are made available for rental on a monthly subscription basis to third-party vehicle owners. The Company is solely responsible for paying parking costs to the garage operators regardless of whether the parking spaces are rented by third-party vehicle owners on the platform and accordingly recognizes parking lease revenue on a gross basis. Parking lease revenue includes direct lease fees and associated executory costs and are recognized on a straight-line basis evenly over the period of rental. | |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based payment awards, including stock options and restricted stock units (“RSUs”) granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant date fair value using an option-pricing model is affected by the Company's estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. These variables include the Company's expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, risk-free interest rate for the expected term of the award and expected dividends. Legacy Getaround's awards were comprised of time-vesting and performance-vesting awards. Stock-based compensation for time-vesting awards and performance-vesting awards probable of being achieved are recognized on a straight-line basis over the requisite service period. These amounts are reduced by forfeitures as they occur. | |
Costs and Expenses | Costs and Expenses Cost of revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating the Company's platform. Cost of revenue does not include depreciation and amortization. Cost of revenue (exclusive of amortization and depreciation) captures the costs directly related to and necessary for realization of transactions between the hosts and the guests through Company's marketplace platform, other than the amortization of its platform technology. Sales and marketing expenses consist primarily of print and online digital advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of the Company's salesforce and marketing teams. Operations and support expenses consist primarily of auto insurance, claims support, customer relationships, compensation and related expenses of operations personnel, driver's license and identity checks, parking space lease expense, onboarding, and other operating costs. For the years ended December 31, 2023 and 2022, respectively, auto insurance costs were $6.0 million and $2.3 million, claims support costs were $16.5 million and $18.9 million, and compensation expenses were $19.7 million and $15.2 million. Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of the Company's software, hardware, and user experience. Compensation expenses included in Technology and product development expenses were $15.9 million and $22.9 million for the years ended December 31, 2023 and 2022, respectively. Research and development expenses within the meaning of ASC 730-10-50-1 General and administrative expenses consist primarily of office space and facilities, non-auto insurance, professional services, business tools and subscriptions, bad debt, and compensation and related personnel costs of the Company's administrative teams. Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. | |
Advertising Costs | Advertising Costs Advertising costs are charged to sales and marketing expenses when incurred. Advertising costs were $12.3 million and $19.4 million for the years ended December 31, 2023 and 2022, respectively. | |
Income Taxes | Income Taxes The Company is subject to taxation in the United States and various states and foreign jurisdictions, including the Netherlands, France, and Norway. The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes. Under this method, the tax provision includes taxes currently due plus the net change in deferred tax assets and liabilities. Deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from NOL and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refund received, as provided for under currently enacted tax law. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not expected to be realized. ASC 740 prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. As of December 31, 2023 and 2022, 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, 2023, and 2022. The Company's policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company's consolidated balance sheets. | |
Foreign Currency Translation | Foreign Currency Translation The functional currencies of the Company's foreign subsidiaries are their respective local currencies. The Company translates the assets and liabilities of each of its international subsidiaries into the U.S. dollar at the current rate of exchange in effect at the end of the accounting period and recorded as part of a separate component of stockholders' deficit and reported in the consolidated statements of operations and comprehensive loss. Revenues and expenses are translated using a rate that approximates the average of those in effect during the period and reported in the consolidated statements of operations and comprehensive loss. The Company does not currently engage in any hedging activity to reduce its potential exposure to currency fluctuations. | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. The Company adopted ASU 2016-13 In October 2021, the FASB issued ASU 2021-08, 2021-08”). 2021-08 2021-08 | |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures. | Recently Issued Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 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 consolidated financial statements or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment estimated useful loves of the assets | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated useful life Furniture and Fixtures 3-6 years Computer equipment 2-3 years Completed Connect Devices 2 years Vehicles 3 years Leasehold improvements Shorter of estimated |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of financial instruments at fair value based on the fair value hierarchy or each class of instrument | The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): Fair Value Measurement December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ — $ — $ (20 ) Mudrick convertible notes — — (40,370 ) Super priority note payable — — (18,568 ) Fair Value Measurement March 31, 2024 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ — $ — $ (26 ) Mudrick convertible notes — — (66,390 ) Super priority note payable — — (31,463 ) | The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands): Fair Value Measurement December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market account $ — $ — $ — Liabilities: Warrant liability $ — $ — $ (20 ) Warrant commitment liability — — — Mudrick convertible notes — — (40,370 ) Fair Value Measurement December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market account $ 38 $ — $ — Liabilities: Warrant liability $ — $ — $ (247 ) Warrant commitment liability — — (320 ) Mudrick convertible notes — — (56,743 ) |
Warrant [Member] | ||
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of the private warrants as of March 31, 2024 and December 31, 2023, respectively, using the following assumptions: March 31, 2024 Stock price $ 0.31 Exercise price $ 11.50 Risk-free interest rate 4.29 % Time to expiration (years) 3.69 Expected volatility 75.33 % Fair value per warrant $ 0.006 December 31, 2023 Stock price $ 0.24 Exercise price $ 11.50 Risk-free interest rate 3.89 % Time to expiration (years) 3.94 Expected volatility 77.15 % Fair value per warrant $ 0.004 | The Company calculated the estimated fair value of the warrant commitment liability and private warrants as of December 31, 2023 and 2022 using the following assumptions: December 31, 2023 Stock price $ 0.24 Exercise price $ 11.50 Risk-free interest rate 3.89 % Time to expiration (years) 3.94 Expected volatility 77.15 % Fair value per warrant $ 0.004 December 31, 2022 Stock price $ 0.65 Exercise price $ 11.50 Risk-free interest rate 3.96 % Time to expiration (years) 4.94 Expected volatility 70.70 % Fair value per warrant $ 0.05 |
Schedule of changes in the level 3 warrant liability measured at fair value | The following table presents changes in the Level 3 liabilities measured at fair value for the periods indicated (in thousands): Private Warrants March 31, December 31, Balance (beginning of period) $ 20 $ 247 Additions — — Fair value measurement adjustments 6 (227 ) Exercised — — Balance (end of period) $ 26 $ 20 | The following table presents changes in the Level 3 liabilities measured at fair value for the years ended December 31, 2023 and 2022, respectively (in thousands): Year ended Warrant Private Balance (beginning of period) $ 320 $ 247 Additions — — Fair value measurement adjustments (40 ) (227 ) Exercised (280 ) — Balance (end of period) $ — $ 20 Year ended Warrant Private Balance (beginning of period) $ — $ — Additions 1,365 900 Fair value measurement adjustments (1,045 ) (653 ) Exercised — — Balance (end of period) $ 320 $ 247 |
Convertible Promissory Notes And Securities [Member] | ||
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of the Mudrick Convertible Notes and Mudrick Super Priority Note Payable as of December 31, 2023 and 2022, respectively, using the following assumptions: December 31, 2023 December 31, 2022 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 10.00 % 9.50 % Expected volatility factor 92.60 % 95.23 % Risk-free interest rate 3.90 % 4.00 % Estimated market yield 50.00 % 30.00 % December 31, 2023 Mudrick Super Inception date 12/11/2023 Maturity date 8/7/2024 Interest rate 15.00 % Estimated market yield 30.00 % Discount period (years) 0.60 Discount factor 0.84 | |
Schedule of changes in the level 3 convertible promissory notes and securities measured at fair value | The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods ended December 31, 2023 and December 31, 2022 respectively (in thousands): December 31, 2023 Mudrick Mudrick Super Balance (beginning of period) $ 56,743 $ — Additions — 17,416 Fair value measurement adjustments 15,874 1,152 OCI - Change in fair value of the convertible instrument liability (32,247 ) — Exercised — — Balance (end of period) $ 40,370 $ 18,568 The change in fair value of the convertible instrument liability classified in OCI is a result of a change to instrument specific credit risk. | |
Convertible Notes Payable and Super Priority Note Payable [Member] | ||
Schedule of binomial lattice model for initial measurement of private placement warrants | The Company calculated the estimated fair value of the Mudrick Convertible Notes and Mudrick Super Priority Note Payable as of March 31, 2024 and December 31, 2023, respectively, using the following assumptions: March 31, 2024 December 31, 2023 Mudrick Convertible Note Issuance date 12/8/2022 12/8/2022 Maturity date 12/8/2027 12/8/2027 Interest rate (PIK) 10.00 % 10.00 % Expected volatility factor 75.80 % 92.60 % Risk-free interest rate 4.30 % 3.90 % Estimated market yield 50.00 % 50.00 % March 31, 2024 December 31, 2023 Mudrick Super Priority Note Payable Inception date 12/11/2023 12/11/2023 Maturity date 8/7/2026 8/7/2024 Interest rate 15.00 % 15.00 % Estimated market yield 30.00 % 30.00 % Discount period (years) 2.35 0.60 Discount factor 0.50 0.84 | |
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 and Super Priority Note Payable measured at fair value for the periods indicated (in thousands): March 31, 2024 Mudrick Convertible Notes Mudrick Super Priority Note Payable Balance (beginning of period) $ 40,370 $ 18,568 Additions — 21,180 Fair value measurement adjustments 26,020 (8,285 ) Balance (end of period) $ 66,390 $ 31,463 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Purchase Consideration | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands): Consideration: Cash (net of cash acquired) $ 7,826 Assets acquired and liabilities assumed: Current assets (excluding cash) $ 1,232 Intangible assets 9,380 Assumed current liabilities (3,604 ) Net assets acquired 7,008 Goodwill 818 Net assets acquired $ 7,826 |
Schedule of Fair Value of Identifiable Intangible Assets Acquired | The fair value of the identifiable intangible assets acquired include the following (in thousands): Fair Value Estimated useful life Customer relationships - car renters $ 6,720 1.4 Customer relationships - car owners 2,090 2.6 Developed technology 490 0.6 Tradename 80 0.6 |
Summary of Pro Forma Financial Information | Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the 2023 Business Combination had occurred on January 1, 2022. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. Year Ended Total revenue $ 100,533 Net loss $ (153,125 ) |
Contingent Compensation (Tables
Contingent Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contingent Compensation [Abstract] | |
Schedule of expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss | The expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss, was as follows (in thousands): Year ended Year ended Sales and marketing $ — $ 26 Operations and support — 31 Technology and product development — 74 General and administrative — 1,049 Total $ — $ 1,180 |
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 long-term Other Accrued Other Long-Term Beginning balance as of January 1, 2022 $ 5,087 $ 1,963 Additions 158 — Payments (1,581 ) (963 ) Settlements through issuance of common stock (4,642 ) — Changes in fair value for share settled liability 1,022 (1,000 ) Ending balance as of December 31, 2022 $ 44 — Payments (44 ) — Ending balance $ — $ — |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Disaggregation of Revenues | The following table presents the Company’s revenues disaggregated by geography (in thousands): Three Months Ended March 31, 2024 2023 Service revenue: United States $ 11,389 $ 6,846 Europe 5,417 4,353 Total service revenue $ 16,806 $ 11,199 Lease revenue: United States $ 120 $ 213 Europe 230 108 Total lease revenue 350 321 Total Revenue $ 17,156 $ 11,520 | The following table present Company's revenues disaggregated by geography (in thousands): Year ended Year ended Service revenue: United States $ 45,093 $ 34,869 Europe 26,059 23,239 Total service revenue 71,152 58,108 Lease revenue: United States $ 867 $ 859 Europe 661 488 Total lease revenue 1,528 1,347 Total Revenue $ 72,680 $ 59,455 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Insurance $ 3,083 $ 2,234 Rent 893 2,226 Sales tax 786 909 Subscriptions 735 779 Contract assets 540 619 Advertising services 167 261 Deposits, current 163 1,547 Compensation 17 119 Consulting 4 28 Other 1,272 1,409 Prepaid Expenses and Other Current Assets $ 7,660 $ 10,131 | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Insurance $ 2,234 $ 713 Rent 2,226 89 Deposits, current 1,547 311 Sales tax 909 284 Subscriptions 779 694 Contract assets 619 601 Advertising services 261 116 Compensation 119 284 Consulting 28 1,802 Other 1,409 1,190 Prepaid Expenses and Other Current Assets $ 10,131 $ 6,084 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): March 31, 2024 December 31, 2023 Leasehold improvements $ 11,971 $ 11,979 Vehicles and vehicle equipment 3,488 3,595 Office equipment and furniture 1,214 1,217 Computer equipment 933 998 Less: accumulated depreciation and amortization (9,663 ) (9,285 ) Property and Equipment, Net $ 7,943 $ 8,504 | Property and equipment, net, consisted of the following (in thousands): December 31, December 31, Computer equipment $ 998 $ 1,089 Vehicles and vehicle equipment 3,595 3,677 Office equipment and furniture 1,217 1,249 Leasehold improvements 11,979 11,530 Less: accumulated depreciation and amortization (9,285 ) (7,094 ) Property and Equipment, Net $ 8,504 $ 10,451 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of Detail of Intangible Assets | The following is a summary of the components of intangible assets and the related amortization expense (in thousands): March 31, 2024 Gross Accumulated Net Weighted- Developed technology $ 11,974 $ (11,782 ) $ 192 0.04 Customer relationships 39,170 (34,899 ) 4,271 0.9 Trade names 316 (316 ) — — Capitalized software costs—work in progress (“WIP”) 6,382 — 6,382 N/A Total other intangible assets $ 57,842 $ (46,997 ) $ 10,845 0.8 December 31, 2023 Gross Accumulated Net Weighted- Developed technology $ 12,235 $ (11,452 ) $ 783 0.3 Customer relationships 39,921 (32,896 ) 7,025 0.9 Trade names 323 (323 ) — — Capitalized software costs—work in progress (“WIP”) 5,550 — 5,550 N/A Total other intangible assets $ 58,029 $ (44,671 ) $ 13,358 0.8 | The detail of intangible assets is as follows (in thousands): December 31, 2023 Gross Accumulated Net Weighted- Developed technology $ 12,235 $ (11,452 ) $ 783 0.3 Customer relationships 39,921 (32,896 ) 7,025 0.9 Trade names 323 (323 ) — — Capitalized software costs - work in progress (“WIP”) 5,550 — 5,550 N/A Total $ 58,029 $ (44,671 ) $ 13,358 0.8 December 31, 2022 Gross Accumulated Net Weighted- Developed technology $ 11,407 $ (8,365 ) $ 3,042 1.3 Customer relationships 31,124 (24,238 ) 6,886 1.3 Trade names 314 (314 ) — — Capitalized software costs - WIP 1,100 — 1,100 N/A |
Summary of Expected Future Amortization Expense for Intangible Assets | Expected future amortization expense for intangible assets as of March 31, 2024 is as follows (in thousands): Year ended December 31, 2024 $ 4,308 2025 2,071 2026 1,276 2027 1,276 Thereafter 1,914 Total $ 10,845 | Expected future amortization expense for intangible assets as of December 31, 2023 is as follows (in thousands): Year ended December 31, 2024 7,568 2025 1,905 2026 1,110 2027 1,110 Thereafter 1,665 Total $ 13,358 |
Summary of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): March 31, 2024 December 31, 2023 Beginning Balance $ 95,869 $ 92,728 Foreign currency translation (2,256 ) 2,323 Additions from acquisitions 818 Impairment — — Ending Balance $ 93,613 $ 95,869 | The changes in the carrying amount of goodwill were as follows (in thousands): Year ended Year ended Beginning Balance $ 92,728 $ 122,805 Foreign currency translation 2,323 (6,808 ) Additions from acquisitions 818 — Impairment — (23,269 ) Ending Balance $ 95,869 $ 92,728 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Sales and other tax $ 18,302 $ 18,279 Claims payable 15,527 19,235 Compensation 4,962 2,175 Professional services 3,500 4,861 Vehicle leases 227 361 Insurance 22 21 Other 2,071 3,175 Other Accrued Liabilities $ 44,611 $ 48,107 | Other accrued liabilities consisted of the following (in thousands): December 31, December 31, Claims payable $ 19,235 $ 9,511 Sales and other tax 18,279 16,192 Professional services 4,861 4,162 Compensation 2,175 3,400 Vehicle leases 361 665 Insurance 21 350 Other 3,175 3,080 Other Accrued Liabilities $ 48,107 $ 37,360 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Summary of Convertible Notes Payable | The Company’s convertible notes payable balance was as follows (in thousands): March 31, 2024 December 31, 2023 iHeart Convertible Note $ 99 $ 99 Mudrick Convertible Notes measured at fair value 66,390 40,370 Total Convertible Notes Payable $ 66,489 $ 40,469 | The Company's convertible notes payable balance was as follows (in thousands): December 31, December 31, iHeart Convertible Note $ 99 $ 99 Mudrick Convertible Notes measured at fair value 40,370 56,743 Total Convertible Notes Payable $ 40,469 $ 56,842 |
Summary of Notes Payable Future Principal Payments | The notes payable future principal payments as of March 31, 2024 are as follows (in thousands): Year ended December 31, 2024 1,306 2025 1,150 2026 32,389 Thereafter — Total $ 34,845 | The notes payable future principal payments as of December 31, 2023 are as follows (in thousands): Year ended December 31, 2024 19,904 2025 1,177 2026 945 Thereafter — Total $ 22,026 |
Summary of Company's Notes Payable | The Company’s notes payable balances were as follows (in thousands): March 31, 2024 December 31, 2023 PGE Loan 3,382 3,458 Mudrick Super Priority Note (at fair value) 31,463 18,568 Total Notes Payable 34,845 22,026 Less: short-term portion of PGE Loan (1,595 ) (1,336 ) Less: short-term portion of Mudrick Super Priority Note — (18,568 ) Total Notes Payable, less current portion $ 33,250 $ 2,122 | The Company's notes payable balances were as follows (in thousands): December 31, December 31, PGE Loan $ 3,458 $ 4,409 Mudrick Super Priority Note (at fair value) 18,568 — Total Notes Payable 22,026 4,409 Less: short-term (1,336 ) (1,211 ) Less: short-term (18,568 ) — Total Notes Payable, less current portion $ 2,122 $ 3,198 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Lease, Cost [Abstract] | ||
Schedule of Components of Lease Expense and Income | The components of lease expense and income for the periods indicated are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease costs $ 827 $ 827 Short-term lease costs 185 256 Variable lease costs (1) 227 217 Sublease income (350 ) (321 ) Total Lease Costs $ 889 $ 979 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. | The components of lease expense for the period ended December 31, 2023 are as follows (in thousands): Operating lease costs $ 3,308 Short-term 940 Variable lease costs (1) 759 Sublease income (1,528 ) Total Lease Costs $ 3,479 (1) Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate. |
Schedule of Other Information Related to Leases | Other information related to leases for the periods indicated are as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating cash flows used for lease liabilities $ 1,030 $ 1,003 | Other information related to leases for the year ended December 31, 2023 are as follows (in thousands): December 31, Operating cash flows used for lease liabilities 4,070 |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum payments under operating leases as of March 31, 2024, are as follows (in thousands): Year ending From April 1, 2024 to December 31, 2024 $ 3,136 2025 4,263 2026 4,362 2027 4,463 2028 4,567 Thereafter 2,113 Total undiscounted future cash flows $ 22,904 Less: Imputed interest (5,710 ) Total $ 17,194 | Future minimum payments under operating leases as of December 31, 2023, are as follows (in thousands): Year ending 2024 $ 4,173 2025 4,270 2026 4,369 2027 4,470 2028 4,574 Thereafter 2,119 Total undiscounted future cash flows $ 23,975 Less: Imputed interest (6,220 ) Total $ 17,755 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of US And Foreign Components of Loss Before Provision for Income Taxes | The U.S. and foreign components of loss before provision for income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year ended Year ended United States $ (98,123 ) $ (100,259 ) Foreign (16,612 ) (36,444 ) Loss before Benefit for Income Taxes $ (114,735 ) $ (136,703 ) |
Schedule of Components of Provision For (benefit from) Income Taxes | The components of the provision for (benefit from) income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year ended Year ended Current: Federal $ — $ — State (56 ) 39 Foreign — 13 Total current tax expense (56 ) 52 Deferred: Federal $ — $ — State — — Foreign (733 ) (690 ) Total Deferred Tax Benefit (733 ) (690 ) Total Benefit from Income Taxes $ (789 ) $ (638 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2023, and 2022: Year ended December 31, Year ended Year ended Federal statutory income tax rate 21.0 21.0 State income tax expense 3.9 1.3 Permanent tax adjustments (1.3 ) (1.2 ) Fair value adjustments (0.2 ) (7.4 ) Transaction costs — (2.7 ) Change in valuation allowance (23.6 ) (6.7 ) Foreign rate differential 1.0 (3.0 ) Other, net (0.1 ) (0.9 ) Effective income tax rate 0.7 0.4 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2023, and 2022 are as follows (in thousands): Year ended December 31, Year ended Year ended Deferred tax assets: Net operating loss carryforwards $ 198,081 $ 183,522 Capitalized research costs 9,636 6,678 Lease liabilities 4,630 5,066 Accruals and reserves 6,807 5,097 Intangibles 1,093 — Other 11,172 8,800 Total Deferred Tax Assets $ 231,419 $ 209,163 Less: valuation allowance (192,867 ) (174,317 ) Total Deferred Tax Assets, Net of Valuation Allowance $ 38,552 $ 34,846 Deferred tax liabilities: Intangibles — (1,742 ) Convertible debt (35,565 ) (30,541 ) ROU assets (3,047 ) (3,290 ) Other (152 ) (200 ) Total Deferred Tax Liabilities $ (38,764 ) $ (35,773 ) Net Deferred Tax Liabilities $ (212 ) $ (927 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of the Weighted-average Assumptions Used in the Valuation of Stock Options Granted | The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: Three Months Ended March 31, 2024 2023 Expected volatility (%) 73.5 % 81.4 % Risk-free interest rate (%) 4.3 % 3.6 % Expected dividend yield — — Expected term (years) 6.8 6.0 | The following table summarizes the weighted-average assumptions used in the valuation of stock options granted: December 31, 2023 2022 Expected volatility (%) 81.4 % 77.7 % Risk-free interest rate (%) 3.6 % 2.9 % Expected dividend yield — — Expected term (years) 6.0 6.0 |
Summary of the Company Recognized Stock-based Compensation Expense Related to Stock Options | The Company recognized stock-based compensation expense related to stock options of $1.3 million and $1.2 million for the three months ended March 31, 2024 and 2023, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Sales and marketing $ 8 $ 17 Operations 102 190 Technology and product development 64 110 General and administrative 1,126 834 Total $ 1,300 $ 1,151 | The Company recognized stock-based compensation expense related to stock options of $3.4 million, and $4.8 million for the years ended December 31, 2023 and 2022, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 53 $ 689 Operations 623 689 Technology and product development 380 1,191 General and administrative 2,384 2,235 Total $ 3,440 $ 4,804 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Summary of Restricted Stock Units (RSUs) Activity | Restricted stock units (RSUs) activity for the three months ended March 31, 2024 is as follows: Number of Weighted- Balance, 3,244,369 $ 5.30 RSUs granted 6,042,500 0.17 RSUs vested (3,018,362 ) 1.21 RSUs canceled (793,031 ) 3.89 Balance, 5,475,476 $ 2.10 | Restricted stock units (RSUs) activity is as follows: Number of Weighted- Balance, 3,450,792 $ 8.52 RSUs granted 2,381,877 0.43 RSUs vested (1,994,119 ) 4.03 RSUs canceled (594,181 ) 8.69 Balance, 3,244,369 $ 5.30 |
Summary of Stock Option Activity | Stock option activity for the three months ended March 31, 2024 (in thousands, except share amounts and per unit data) is as follows: Number of Weighted- Weighted- Aggregate Balance, 7,997,004 $ 1.78 7.53 $ 10 Options granted 88,050,000 0.25 9.91 5,283 Options exercised — — — — Options expired (181,478 ) 4.16 — 4 Options forfeited (192,833 ) 1.22 — 6 Balance, 95,672,693 $ 0.37 9.73 $ 5,467 Vested and Exercisable, 3,478,648 2.56 6.43 58 Vested and Exercisable and Expected to Vest, 95,672,693 $ 0.37 9.73 $ 5,467 | Stock option activity is as follows: Number of Weighted- Weighted- Aggregate Balance, 5,134,332 $ 3.40 6.50 $ 61 Options granted 4,490,000 0.27 8.50 — Options exercised (1,121 ) — — — Options expired (1,044,717 ) 2.67 — — Options forfeited (581,490 ) 2.30 — — Balance, 7,997,004 $ 1.78 7.53 $ 10 Vested and Exercisable, 3,110,107 2.87 6.64 18 Vested and Exercisable and Expected to Vest, 7,997,004 1.78 7.53 10 |
Summary of the Company Recognized Stock-based Compensation Expense Related to Stock Options | The Company recognized stock-based compensation expense related to RSUs of $2.0 million and $2.4 million for the three months ended March 31, 2024 and 2023, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Sales and marketing $ 84 $ 115 Operations 305 629 Technology and product development 797 898 General and administrative 813 772 Total $ 1,999 $ 2,414 | The Company recognized stock-based compensation expense related to RSUs of $9.1 million and $4.3 million for the years ended December 31, 2023 and 2022, respectively, which was included in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended Year ended Sales and marketing $ 408 $ 734 Operations 1,851 734 Technology and product development 3,816 1,372 General and administrative 3,063 1,483 Total $ 9,138 $ 4,323 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants Abstract | ||
Summary of Tabular Form of Warrant Liability | Please refer to the table below for detail of warrant liability by type of warrant (in thousands): March 31, 2024 December 31, 2023 Private warrants $ 26 $ 20 Total $ 26 $ 20 | Please refer to the table below for detail of warrant liability by type of warrant (in thousands): December 31, 2023 2022 Private warrants 20 247 Total $ 20 $ 247 |
Summary of Warrants Outstanding | Number of outstanding warrants as of March 31, 2024 and December 31, 2023 was as follows: March 31, 2024 December 31, 2023 Public warrants 12,175,000 12,175,000 Private warrants 4,616,667 4,616,667 Total 16,791,667 16,791,667 | Number of outstanding warrants as of December 31, 2023 and 2022 was as follows: December 31, 2023 2022 Public Warrants 12,175,000 5,175,000 Private warrants 4,616,667 4,616,667 Total 16,791,667 9,791,667 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Schedule of earnings per share basic and diluted | The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented (in thousands, except share and per share amount): Three Months Ended March 31, 2024 2023 Net loss $ (30,965 ) $ (22,799 ) Basic and diluted weighted average common stock outstanding 96,675,724 92,308,288 Basic and diluted net loss per share $ (0.32 ) $ (0.25 ) | 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, 2023 and 2022 (in thousands except per share amounts): Year ended Year ended Net loss $ (113,946 ) $ (136,065 ) Basic and diluted weighted average common stock outstanding 92,685 27,222 Basic and diluted net loss per share $ (1.23 ) $ (5.00 ) |
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): Three Months Ended March 31, 2024 2023 Stock options and restricted stock units outstanding (1) 101,148,169 12,957,947 Private Warrants 4,616,667 4,616,667 Public Warrants 12,175,000 5,175,000 Shares for Mudrick Convertible Notes 19,001,500 15,218,000 Mudrick Note Warrants — 7,000,000 Shares for Mudrick PIK Notes 1,884,782 — Total 138,826,118 44,967,614 (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 Year ended Stock options and restricted stock units outstanding (1) 11,241,373 8,585,124 Private Warrants 4,616,667 4,616,667 Public Warrants 12,175,000 5,175,000 Shares for Mudrick convertible notes 19,001,500 15,218,000 Shares for Mudrick PIK Notes 1,884,782 — Mudrick note warrants — 7,000,000 Total 48,919,322 40,594,791 (1) Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Segment and Geographical Area_2
Segment and Geographical Area Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Summary of Long-lived Assets by Geographical Area | The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use March 31, 2024 December 31, 2023 United States $ 18,072 $ 18,883 Europe 1,675 1,783 Total $ 19,747 $ 20,666 | The table below summarizes the Company's long-lived assets, which are comprised of property, equipment and operating lease right-of-use Year ended December 31, Year ended Year ended United States $ 18,883 $ 22,039 Europe 1,783 1,696 Total $ 20,666 $ 23,735 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Description of Organization and Business Operations Details [Line Items] | ||||
Business combination exchange ratio | 0.32025 | |||
Net loss | $ 30,965 | $ 22,799 | $ 113,946 | $ 136,065 |
Unrestricted cash and cash equivalents | $ 24,500 | $ 15,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 0 | $ 3,600,000 | |
Allowance for doubtful accounts | 3,800,000 | 3,500,000 | |
Provision for doubtful accounts | 6,400,000 | 11,100,000 | |
Impairments of goodwill | $ 0 | $ 0 | $ 23,269,000 |
Percentage of rental fees | 60% | 70% | |
Accrued host payments and insurance fees | $ 13,200,000 | $ 11,800,000 | |
Auto insurance costs | 6,000,000 | 2,300,000 | |
Claims support costs | 16,500,000 | 18,900,000 | |
Compensation expenses | 19,700,000 | 15,200,000 | |
Technology and product development expenses | 15,900,000 | 22,900,000 | |
Advertising costs | $ 12,300,000 | 19,400,000 | |
Uncertain Income Tax Position Will Not Be Recognized Percentage of Likelihood Of Being Sustained | 50% | ||
Unrecognized tax benefits | $ 0 | 0 | |
Unrecognized tax benefits income tax penalties and interest accrued | $ 0 | $ 0 | |
ASU 2016-13 [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2021-08 [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Property Plant and Equipment Estimated Useful Lives of the Assets | Dec. 31, 2023 |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Lives | Leasehold Improvements [Member] |
Furniture and fixtures [Member] | Maximum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 6 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 3 years |
Computer Equipment [Member] | Minimum [Member] | |
Schedule Of Property Plant And Equipment Estimated Useful Lives Of The Assets [Line Items] | |
Property and Equipment, Estimated Useful Life (in Years) | 2 years |
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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Summary of financial instruments at fair value based on the fair value hierarchy or each class of instrument - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||
Assets: | |||
Money market account | $ 38 | ||
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | $ (26) | $ (20) | (247) |
Fair Value, Inputs, Level 3 [Member] | Warrant Commitment Liability [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | (320) | ||
Fair Value, Inputs, Level 3 [Member] | Mudrick Convertible Notes [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | (66,390) | (40,370) | $ (56,743) |
Fair Value, Inputs, Level 3 [Member] | Super Priority Note Payable [Member] | |||
Liabilities: | |||
Financial liabilities fair value disclosure | $ (31,463) | $ (18,568) |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of private placement warrant | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 yr | Dec. 31, 2023 yr | Dec. 31, 2022 yr | |
Warrant Commitment Liability [Member] | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.31 | 0.24 | 0.65 |
Warrant Commitment Liability [Member] | Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 | 11.5 |
Warrant Commitment Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 4.29 | 3.89 | 3.96 |
Warrant Commitment Liability [Member] | Measurement Input, Maturity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 3.69 | 3.94 | 4.94 |
Warrant Commitment Liability [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 75.33 | 77.15 | 70.7 |
Warrant Commitment Liability [Member] | Measurement Input, Fair Value Per Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.004 | 0.05 | |
Warrant Commitment Liability [Member] | Measurement Input, Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.006 | 0.004 | |
Private Warrants [Member] | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.31 | 0.24 | 0.65 |
Private Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 | 11.5 |
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 4.29 | 3.89 | 3.96 |
Private Warrants [Member] | Measurement Input, Maturity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 3.69 | 3.94 | 4.94 |
Private Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 75.33 | 77.15 | 70.7 |
Private Warrants [Member] | Measurement Input, Fair Value Per Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.004 | 0.05 | |
Private Warrants [Member] | Measurement Input, Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.006 | 0.004 | |
Mudrick Convertible Notes [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, issuance date | Dec. 08, 2022 | Dec. 08, 2022 | Dec. 08, 2022 |
Alternative investment, maturity date | Dec. 08, 2027 | Dec. 08, 2027 | Dec. 08, 2027 |
Mudrick Convertible Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 4.3 | 3.9 | 4 |
Mudrick Convertible Notes [Member] | Measurement Input, Interest Rate (PIK) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 10 | 10 | 9.5 |
Mudrick Convertible Notes [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 75.8 | 92.6 | 95.23 |
Mudrick Convertible Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 50 | 50 | 30 |
Mudrick Super Priority Note Payable [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, maturity date | Aug. 07, 2026 | Aug. 07, 2024 | |
Alternative investment, inception date | Dec. 11, 2023 | Dec. 11, 2023 | |
Mudrick Super Priority Note Payable [Member] | Measurement Input, Interest Rate (PIK) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 15 | 15 | |
Mudrick Super Priority Note Payable [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 30 | 30 | |
Mudrick Super Priority Note Payable [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 0.5 | 0.84 | |
Alternative investment discount period (years) | 2 years 4 months 6 days | 7 months 6 days | |
Mudrick Super Priority Note Payable [Member] | Measurement Input Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative investment, measurement input | 15 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the level 3 warrant liability measured at fair value - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant Commitment Liability [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance (beginning of period) | $ 320 | ||
Additions | $ 1,365 | ||
Fair value measurement adjustments | (40) | (1,045) | |
Exercised | (280) | ||
Balance (end of period) | 320 | ||
Warrant Liability [Member] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance (beginning of period) | $ 20 | 247 | |
Additions | 900 | ||
Fair value measurement adjustments | 6 | (227) | (653) |
Balance (end of period) | $ 26 | $ 20 | $ 247 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the level 3 convertible promissory notes and securities measured at fair value - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value measurement adjustments | $ (17,381) | $ 2,920 | $ (17,026) | $ 93,029 |
Fair Value, Inputs, Level 3 [Member] | Mudrick Convertible Notes [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance (beginning of period) | 40,370 | $ 56,743 | 56,743 | |
Fair value measurement adjustments | 26,020 | 15,874 | ||
OCI - Change in fair value of the convertible instrument liability | (32,247) | |||
Balance (end of period) | 66,390 | 40,370 | $ 56,743 | |
Fair Value, Inputs, Level 3 [Member] | Mudrick Super Priority Note Payable [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance (beginning of period) | 18,568 | |||
Additions | 21,180 | 17,416 | ||
Fair value measurement adjustments | (8,285) | 1,152 | ||
Balance (end of period) | $ 31,463 | $ 18,568 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | May 16, 2023 | May 11, 2022 | May 08, 2023 | May 31, 2022 |
Getaround 2022 Bridge Notes [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares issued | 5,400,542 | |||
Mudrick Convertible Notes [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares issued | 266,156 | |||
Early Bird Capital [Member] | ||||
Business Acquisition [Line Items] | ||||
Bonus shares | 57,358 | |||
Legacy Getaround [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination total consideration | $ 672,000 | |||
Acquisition date | May 11, 2022 | |||
Common stock per share | $ 10 | |||
Business combination number of shares issued | 67,200,526 | |||
Payment of transaction cost | $ 17,600 | |||
Business business, transaction costs | 9,200 | |||
Earnout Shares | $ 270,200 | |||
HyreCar Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 8,130 | |||
Goodwill, Expected to be deductible for tax purpose | $ 800 | |||
Redeemable Convertible Preferred Stock [Member] | Legacy Getaround [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares issued | 40,293,530 | |||
Warrants And Convertible Promissory Notes [Member] | Legacy Getaround [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares issued | 26,906,996 | |||
InterPrivate II Acquisition Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Additional earnout shares | 34,000,000 | |||
InterPrivate II Acquisition Corp [Member] | Legacy Getaround [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment of transaction cost | $ 24,400 | |||
Bonus shares | 9,000,000 | |||
InterPrivate II Acquisition Corp [Member] | Director [Member] | Legacy Getaround [Member] | ||||
Business Acquisition [Line Items] | ||||
Bonus shares | 34,412 | |||
InterPrivate II Acquisition Corp [Member] | Sponsor [Member] | Legacy Getaround [Member] | ||||
Business Acquisition [Line Items] | ||||
Bonus shares | 1,908,230 |
Business Combination - Schedule
Business Combination - Schedule of Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 16, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consideration: | |||||
Cash (net of cash acquired) | $ 7,826 | ||||
Assets acquired and liabilities assumed: | |||||
Goodwill | $ 95,869 | $ 93,613 | $ 92,728 | $ 122,805 | |
HyreCar Inc [Member] | |||||
Consideration: | |||||
Cash (net of cash acquired) | $ 7,826 | ||||
Assets acquired and liabilities assumed: | |||||
Current assets (excluding cash) | 1,232 | ||||
Intangible assets | 9,380 | ||||
Assumed current liabilities | (3,604) | ||||
Net assets acquired | 7,008 | ||||
Goodwill | 818 | ||||
Net assets acquired | $ 7,826 |
Business Combination - Schedu_2
Business Combination - Schedule of Fair Value of Identifiable Intangible Assets Acquired (Details) - HyreCar Inc [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Customer Relationships - Car Renters [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 6,720 |
Estimated Useful Life | 1 year 4 months 24 days |
Customer Relationships - Car Owners [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 2,090 |
Estimated Useful Life | 2 years 7 months 6 days |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 490 |
Estimated Useful Life | 7 months 6 days |
Tradename [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 80 |
Estimated Useful Life | 7 months 6 days |
Business Combinations - Summary
Business Combinations - Summary of Pro Forma Financial Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combinations [Abstract] | |
Total revenue | $ 100,533 |
Net loss | $ (153,125) |
Contingent Compensation - Sched
Contingent Compensation - Schedule of expense related to the put call option agreement, which was included in the consolidated statements of operations and comprehensive loss (Details) - Drivy [Member] - Call and Put Option [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 0 | $ 1,180 |
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 | 0 | 26 |
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 | 0 | 31 |
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 | 0 | 74 |
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 | $ 0 | $ 1,049 |
Contingent Compensation - Sch_2
Contingent Compensation - Schedule of short term and long term liability relating to the call and put option (Details) - Call and Put Option [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 44 | $ 5,087 |
Other Accrued Liabilities, Additions | 158 | |
Other Accrued Liabilities, Payments | (44) | (1,581) |
Other Accrued Liabilities, Settlements through issuance of common stock | (4,642) | |
Other Accrued Liabilities, Changes in fair value for share settled liability | 1,022 | |
Other Accrued Liabilities, Ending balance | 44 | |
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, Beginning balance | $ 0 | |
Other Accrued Liabilities, Ending balance | 0 | |
Other Long-Term Liabilities, Beginning balance | 1,963 | |
Other Long-Term Liabilities, Payments | (963) | |
Other Long-Term Liabilities, Changes in fair value for share settled liability | $ (1,000) |
Contingent Compensation (Detail
Contingent Compensation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||
Jun. 30, 2022 shares | Apr. 30, 2019 USD ($) shares | Mar. 31, 2024 $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 08, 2022 shares | Dec. 31, 2021 USD ($) | Apr. 30, 2019 € / shares | |
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Option indexed to equity settlement alternative share at fair value | shares | 12,800,000 | |||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Settlement Of Contingent Consideration Liability [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferrred compensation share based arrangements liability current | $ 0 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 935,005 | |||||||
Call and Put Option [Member] | Accrued Liabilities [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferrred compensation share based arrangements liability current | $ 44 | $ 5,087 | ||||||
Drivy [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Business combination percentage of voting interests acquired | 100% | |||||||
Business combination consideration transferred one | $ 155,600 | |||||||
Payment to acquire business gross | 99,300 | |||||||
Stock issued during period, value, Acquisitions | 56,300 | |||||||
Debt instrument collateral amount | $ 10,000 | |||||||
Drivy [Member] | Call and Put Option [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Business combination step acquistion equity interest in acquiree percentage | 81% | |||||||
Percentage of remaining equity interest to be acquired | 19% | |||||||
Period over which the remaining equity interest is to be acquired | 3 years | |||||||
Option indexed to equity settlement alternative share at fair value | shares | 935,005 | |||||||
Number of remaining shares of acquiree based on which the share settlement is to be made | shares | 37,971 | |||||||
Drivy [Member] | Call and Put Option [Member] | Accrued Liabilities [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Deferrred compensation share based arrangements liability current | $ 0 | $ 44 | ||||||
Drivy [Member] | Call and Put Option [Member] | Settlable in Cash [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Proportion of remaning equity interest | 0.1102 | |||||||
Drivy [Member] | Call and Put Option [Member] | Settlable in Shares [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Proportion of remaning equity interest | 0.0798 | |||||||
Drivy [Member] | Call Option [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Common stock par or stated value per share | € / shares | € 0.01 | |||||||
Drivy [Member] | Put Option [Member] | ||||||||
Disclosure in Entirety of Contingent Consideration [Line Items] | ||||||||
Common stock par or stated value per share | € / shares | € 0.01 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 17,156 | $ 11,520 | $ 72,680 | $ 59,455 |
Service revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16,806 | 11,199 | 71,152 | 58,108 |
Service revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,389 | 6,846 | 45,093 | 34,869 |
Service revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,417 | 4,353 | 26,059 | 23,239 |
Lease revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 350 | 321 | 1,528 | 1,347 |
Lease revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 120 | 213 | 867 | 859 |
Lease revenue [Member] | Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 230 | $ 108 | $ 661 | $ 488 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Revenue from Contract with Customer [Abstract] | ||||||
Contract with customer asset | $ 540 | $ 600 | $ 619 | $ 600 | $ 601 | $ 700 |
Contract with customer liability | $ 1,500 | $ 1,500 | $ 600 | $ 700 | $ 700 | $ 300 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||||||
Insurance | $ 3,083 | $ 2,234 | $ 713 | |||
Rent | 893 | 2,226 | 89 | |||
Sales tax | 786 | 909 | 284 | |||
Subscriptions | 735 | 779 | 694 | |||
Contract assets | 540 | $ 600 | 619 | $ 600 | 601 | $ 700 |
Advertising services | 167 | 261 | 116 | |||
Deposits, current | 163 | 1,547 | 311 | |||
Compensation | 17 | 119 | 284 | |||
Consulting | 4 | 28 | 1,802 | |||
Other | 1,272 | 1,409 | 1,190 | |||
Prepaid Expenses and Other Current Assets | $ 7,660 | $ 10,131 | $ 6,084 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Summary of Property and Equipment, Net - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation and amortization | $ (9,663) | $ (9,285) | $ (7,094) |
Property and Equipment, Net | 7,943 | 8,504 | 10,451 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 11,971 | 11,979 | 11,530 |
Vehicles and Vehicle Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,488 | 3,595 | 3,677 |
Office Equipment and Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,214 | 1,217 | 1,249 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 933 | $ 998 | $ 1,089 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.3 | $ 0.6 | $ 2.5 | $ 2.3 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation and amortization | $ (9,663) | $ (9,285) | $ (7,094) |
Property and Equipment, Net | 7,943 | 8,504 | 10,451 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 933 | 998 | 1,089 |
Vehicles and Vehicle Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,488 | 3,595 | 3,677 |
Office Equipment and Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,214 | 1,217 | 1,249 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 11,971 | $ 11,979 | $ 11,530 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Summary of Detail of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 57,842 | $ 58,029 | |
Accumulated Amortization | (46,997) | (44,671) | |
Net Carrying Amount | $ 10,845 | $ 13,358 | |
Weighted-Average Remaining Life (Years) | 9 months 18 days | 9 months 18 days | |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 11,974 | $ 12,235 | $ 11,407 |
Accumulated Amortization | (11,782) | (11,452) | (8,365) |
Net Carrying Amount | $ 192 | $ 783 | $ 3,042 |
Weighted-Average Remaining Life (Years) | 14 days | 3 months 18 days | 1 year 3 months 18 days |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 39,170 | $ 39,921 | $ 31,124 |
Accumulated Amortization | (34,899) | (32,896) | (24,238) |
Net Carrying Amount | $ 4,271 | $ 7,025 | $ 6,886 |
Weighted-Average Remaining Life (Years) | 10 months 24 days | 10 months 24 days | 1 year 3 months 18 days |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 316 | $ 323 | $ 314 |
Accumulated Amortization | (316) | (323) | (314) |
Net Carrying Amount | 0 | 0 | 0 |
Capitalized Software Costs - Work in progress ("WIP") [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 6,382 | 5,550 | 1,100 |
Accumulated Amortization | 0 | 0 | 0 |
Net Carrying Amount | $ 6,382 | $ 5,550 | $ 1,100 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense other intangibles assets, net | $ 3,300 | $ 1,900 | $ 11,600 | $ 7,800 |
Impairment loss on goodwill | $ 0 | $ 0 | $ 23,269 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Summary of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 4,308 | |
2025 | 2,071 | $ 7,568 |
2026 | 1,276 | 1,905 |
2027 | 1,276 | 1,110 |
Thereafter | 1,914 | |
Net Carrying Amount | $ 10,845 | 13,358 |
2027 | 1,110 | |
Thereafter | $ 1,665 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Beginning Balance | $ 95,869 | $ 92,728 | $ 122,805 |
Foreign currency translation | (2,256) | 2,323 | (6,808) |
Additions from acquisitions | 818 | 0 | |
Impairment | 0 | 0 | (23,269) |
Ending Balance | $ 93,613 | $ 95,869 | $ 92,728 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of other accrued liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Sales and other tax | $ 18,302 | $ 18,279 | $ 16,192 |
Claims payable | 15,527 | 19,235 | 9,511 |
Compensation | 4,962 | 2,175 | 3,400 |
Professional services | 3,500 | 4,861 | 4,162 |
Vehicle leases | 227 | 361 | 665 |
Insurance | 22 | 21 | 350 |
Other | 2,071 | 3,175 | 3,080 |
Other Accrued Liabilities | $ 44,611 | $ 48,107 | $ 37,360 |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 06, 2023 | Sep. 06, 2023 | Aug. 23, 2023 | May 04, 2023 shares | Dec. 08, 2022 USD ($) TradingDay $ / shares shares | Oct. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | Apr. 30, 2018 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 EUR (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 08, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2019 USD ($) | Jun. 01, 2019 USD ($) | Apr. 01, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Prepaid Expense | $ 167,000 | $ 261,000 | $ 116,000 | |||||||||||||||||||
Long-Term Debt | 34,845,000 | 22,026,000 | ||||||||||||||||||||
Cash and cash equivalents | 24,537,000 | $ 40,936,000 | 15,624,000 | 64,294,000 | ||||||||||||||||||
Number of private placement warrants agreed to purchase | shares | 7,000,000 | |||||||||||||||||||||
iHeart Media Note Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate per month | 1.50% | |||||||||||||||||||||
Maximum increase in interest rate of the event | 8% | |||||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||||
Proceeds from Convertible Debt | $ 50,000,000 | |||||||||||||||||||||
Interest expense | 1,000 | 1,000 | 6,000 | 5,000 | ||||||||||||||||||
Debt instrument face value | $ 400,000 | $ 400,000 | ||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 12,000 | |||||||||||||||||||||
Exchanged shares of common stock | shares | 32,329 | 32,329 | ||||||||||||||||||||
iHeart Media Note Payable [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 2,000,000 | $ 1,100,000 | ||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 54,000 | $ 16,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 528,195 | 112,718 | ||||||||||||||||||||
iHeart Media Note Payable [Member] | Legacy Series E Preferred Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 100,951 | |||||||||||||||||||||
iHeart Media Note Payable [Member] | Series E Preferred Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 2,000,000 | |||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 54,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 169,156 | |||||||||||||||||||||
iHeart Media Note Payable [Member] | Preferred Stock [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 36,098 | |||||||||||||||||||||
iHeart Media Note Payable [Member] | Preferred Stock [Member] | Legacy Series E Preferred Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 32,329 | |||||||||||||||||||||
Prêt Garanti par l'État Loan [member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest expense | 9,600 | € 8,900 | $ 19,800 | € 18,300 | 55,000 | € 50,000 | 127,000 | € 120,000 | ||||||||||||||
Mudrick Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Convertible Debt | $ 169,800,000 | |||||||||||||||||||||
Debt instrument face value | $ 175,000,000 | $ 1,000 | $ 175,000,000 | $ 1,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 08, 2027 | |||||||||||||||||||||
Class of warrants or rights warrants issued during the period units | shares | 7,000,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 86.96 | |||||||||||||||||||||
Debt instrument additional effective rate of interest | 2% | 2% | ||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 11.5 | $ 11.5 | ||||||||||||||||||||
Conversion price average daily volume-weighted average trading price | 115% | 115% | ||||||||||||||||||||
Common stock trading days | TradingDay | 90 | |||||||||||||||||||||
Debt instrument frequency of periodic payment | semi-annually | semi-annually | ||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Jun. 15, 2023 | |||||||||||||||||||||
Debt instrument payment terms | The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind) | The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind) | The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind). | The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind). | ||||||||||||||||||
Maturity date | December 8, 2027, unless earlier converted, redeemed or repurchased. | December 8, 2027, unless earlier converted, redeemed or repurchased. | ||||||||||||||||||||
Number of trading days following the closing of the private placement warrants agreed to issue to the subscriber | 100 days | |||||||||||||||||||||
Number of private placement warrants agreed to purchase | shares | 2,800,000 | 2,800,000 | ||||||||||||||||||||
Private placement warrant price (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | ||||||||||||||||||||
Aggregate value of warrants will be exercisable for shares of common stock | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||
Value Of Warrant Per Share | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||||||||
Number of trading days following the closing of private placement to reflect the adjusted upward or downward of weighted average price for value of warrants | 90 days | |||||||||||||||||||||
Maximum upward or downward adjustment per warrant | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||||
Minimum number of warrants obligated to issue as a result of adjustment to warrants\ | shares | 1,750,000 | 1,750,000 | ||||||||||||||||||||
Maximum number of warrants obligated to issue as a result of adjustment to warrants | shares | 7,000,000 | 7,000,000 | ||||||||||||||||||||
Value of warrants for issuing has right to pay in cash | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||
Backstop fee | $ 5,200,000 | |||||||||||||||||||||
Issuance of common stock (in Shares) | shares | 266,156 | 266,156 | ||||||||||||||||||||
Interest percentage description | one half of one percent (0.50%) | one half of one percent (0.50%) | one half | one half | ||||||||||||||||||
Interest percentage | 0.50% | 0.50% | 0.50% | |||||||||||||||||||
Debt instrument, Interest rate terms | (a) one quarter of one percent (0.25%) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent (0.50%) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half | (a) one quarter of one percent (0.25%) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent (0.50%) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half | ||||||||||||||||||||
Mudrick Convertible Notes [Member] | Common Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Mudrick Convertible Notes Paid in Cash [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate per month | 8% | 8% | ||||||||||||||||||||
Mudrick Convertible Notes Paid in Kind [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate per month | 9.50% | 9.50% | ||||||||||||||||||||
First Ninety Days [Member] | Mudrick Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest percentage description | one quarter of one percent (0.25%) | one quarter of one percent (0.25%) | one quarter of one percent (0.25%) | one quarter of one percent (0.25%) | ||||||||||||||||||
Interest percentage | 0.25% | 0.25% | 0.25% | |||||||||||||||||||
First Ninty First Day Through One Hundred And Eightieth Day [Member] | Mudrick Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest percentage description | one half of one percent (0.50%) | one half of one percent (0.50%) | one half of one percent (0.50%) | one half of one percent (0.50%) | ||||||||||||||||||
Interest percentage | 0.50% | 0.50% | 0.50% | |||||||||||||||||||
Maximum Additional Promotion Commitment [Member] | Within 18 Months From The Effective Date [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 11,500,000 | |||||||||||||||||||||
Percentage of commitment value in cash | 22.50% | |||||||||||||||||||||
Minimum Commitment Tranche [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 400,000 | $ 1,500,000 | ||||||||||||||||||||
Prepaid Expense | $ 500,000 | |||||||||||||||||||||
Long-Term Debt | $ 99,000 | $ 99,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||
Minimum Commitment Tranche [Member] | Advertising [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, amount utilized | $ 3,300,000 | 3,300,000 | ||||||||||||||||||||
Initial Promotion Commitment Tranche [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Convertible Debt | 1,500,000 | |||||||||||||||||||||
Minimum commitment tranche | $ 3,500,000 | |||||||||||||||||||||
Prepaid Expense | 600,000 | |||||||||||||||||||||
Debt discount | 49,000 | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 33,000 | |||||||||||||||||||||
Additional Promotion Commitment Tranche [Member] | Within 18 Months From The Effective Date [Member] | iHeart Media Note Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Convertible Debt | $ 2,000,000 | |||||||||||||||||||||
Minimum commitment tranche | 3,500,000 | |||||||||||||||||||||
Prepaid Expense | $ 500,000 | |||||||||||||||||||||
Minimum [Member] | Mudrick Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 9.21 | $ 9.21 | ||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Cash and cash equivalents | $ 10,000,000 |
Notes Payable (Details 1)
Notes Payable (Details 1) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Feb. 07, 2024 USD ($) | Sep. 08, 2023 USD ($) | Aug. 07, 2023 USD ($) | Aug. 03, 2021 EUR (€) | Jul. 13, 2021 EUR (€) | Dec. 31, 2022 EUR (€) | Oct. 31, 2021 EUR (€) | Jan. 31, 2021 EUR (€) | Nov. 30, 2020 EUR (€) | Mar. 31, 2024 USD ($) Director | Mar. 31, 2024 EUR (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 | Mar. 31, 2024 EUR (€) Director | Jan. 19, 2024 USD ($) | Jan. 12, 2024 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 11, 2023 USD ($) | Oct. 01, 2021 EUR (€) | |
Prêt Garanti par l'État Loan [member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Current portion of long term debt | $ 1,600,000 | $ 1,300,000 | € 1,500,000 | € 1,200,000 | ||||||||||||||||||||
Non current portion of long term debt | 3,400,000 | 3,500,000 | € 3,100,000 | € 3,100,000 | ||||||||||||||||||||
Interest expense | $ 9,600 | € 8,900 | $ 19,800 | € 18,300 | $ 55,000 | € 50,000 | $ 127,000 | € 120,000 | ||||||||||||||||
Mudrick Bridge Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ | $ 3,000,000 | |||||||||||||||||||||||
Debt instrument maturity date | Sep. 07, 2023 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Principal repayment premium percentage | 100% | |||||||||||||||||||||||
Mudrick Super Priority Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ | $ 15,040,685 | |||||||||||||||||||||||
Debt instrument maturity date | Aug. 07, 2024 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Debt instrument additional interest rate to be paid in case of default | 2% | |||||||||||||||||||||||
Number of board of directors | Director | 6 | 6 | ||||||||||||||||||||||
Notes payable, event of default description | Effective as of February 26, 2024 (the “Appointment Date”), the Company’s Board of Directors (the “Board”) appointed Mr. Eduardo Iniguez as a Class II director (the “Appointment”) for a term expiring at the annual meeting of stockholders to be held in respect of the Company’s fiscal year ending December 31, 2023. As a result of the Appointment, the total number of members of the Board from the Appointment Date through April 28, 2024, was six (the “Board Size”), including two directors in each class. Pursuant to the Third A&R Super Note and the Fourth A&R Super Note, the Board Size may have constituted an Event of Default under the Super Priority Note (the “Event of Default”). In connection with the Event of Default, the Company has taken the following remedial actions: (i) the Company requested to amend relevant sections of the Super Priority Note so as to provide for a total of six members of the Board, including two directors in each class; (ii) the Company has requested a waiver (effective as of the Appointment Date) by Mudrick of the Event of Default under the Super Priority Note resulting from the Board Size; and (iii) the Company has requested a waiver (effective as of the Appointment Date) by the Holders of a majority in aggregate principal amount of the Mudrick Convertible Notes currently outstanding of the cross default under the Indenture triggered by the Event of Default under the Super Priority Note. Effective as of April 29, 2024, with the issuance of the Fifth A&R Note, the Super Priority Note has been amended and restated to cure the Event of Default resulting from the Board Size. See Note 18—Subsequent Events for additional information regarding the Fifth A&R Note. The Company continues to discuss the requested waivers with Mudrick. | Effective as of February 26, 2024 (the “Appointment Date”), the Company’s Board of Directors (the “Board”) appointed Mr. Eduardo Iniguez as a Class II director (the “Appointment”) for a term expiring at the annual meeting of stockholders to be held in respect of the Company’s fiscal year ending December 31, 2023. As a result of the Appointment, the total number of members of the Board from the Appointment Date through April 28, 2024, was six (the “Board Size”), including two directors in each class. Pursuant to the Third A&R Super Note and the Fourth A&R Super Note, the Board Size may have constituted an Event of Default under the Super Priority Note (the “Event of Default”). In connection with the Event of Default, the Company has taken the following remedial actions: (i) the Company requested to amend relevant sections of the Super Priority Note so as to provide for a total of six members of the Board, including two directors in each class; (ii) the Company has requested a waiver (effective as of the Appointment Date) by Mudrick of the Event of Default under the Super Priority Note resulting from the Board Size; and (iii) the Company has requested a waiver (effective as of the Appointment Date) by the Holders of a majority in aggregate principal amount of the Mudrick Convertible Notes currently outstanding of the cross default under the Indenture triggered by the Event of Default under the Super Priority Note. Effective as of April 29, 2024, with the issuance of the Fifth A&R Note, the Super Priority Note has been amended and restated to cure the Event of Default resulting from the Board Size. See Note 18—Subsequent Events for additional information regarding the Fifth A&R Note. The Company continues to discuss the requested waivers with Mudrick. | ||||||||||||||||||||||
Percentage of net proceeds to be used to repay notes before January 31,2024 | 50% | |||||||||||||||||||||||
Percentage of net proceeds to be used to repay notes after January 31,2024 | 100% | |||||||||||||||||||||||
Mandatory prepayment exempted first net proceeds of company | $ | $ 10,000,000 | |||||||||||||||||||||||
Percentage of net proceeds from sales or disposition to be used to repay notes | 100% | |||||||||||||||||||||||
Mudrick Super Priority Note [Member] | Amended And Restated Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ | $ 18,635,500 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Original principal amount | $ | $ 15,040,685 | |||||||||||||||||||||||
Accrued interest | $ | 594,815 | |||||||||||||||||||||||
Additional principal amount | $ | 3,000,000 | |||||||||||||||||||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ | $ 40,303,393 | $ 23,941,032 | $ 20,880,922 | $ 18,635,499.51 | ||||||||||||||||||||
Debt instrument maturity date | Aug. 07, 2026 | |||||||||||||||||||||||
Interest rate per month | 15% | |||||||||||||||||||||||
Original principal amount | $ | $ 23,941,032 | 20,880,922 | 18,635,500 | |||||||||||||||||||||
Accrued interest | $ | 189,940 | 60,110 | 245,422 | |||||||||||||||||||||
Additional principal amount | $ | $ 16,172,421 | $ 3,000,000 | $ 2,000,000 | |||||||||||||||||||||
Maximum increase in interest rate of the event | 2% | |||||||||||||||||||||||
Percentage of the principal and accrued interest | 108% | |||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 4,500,000 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | Amendement One To The Loan Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Additional guarantee commission loan expense to french government | € | € 51,000 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | Tranche One [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | 3,000,000 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | Tranche One [Member] | Amendement One To The Loan Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||||||||
Long term debt month of maturity commencement | 2021-11 | |||||||||||||||||||||||
Long term debt month of maturity end | 2022-11 | |||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | Tranche One [Member] | Amendement One To The Loan Agreement [Member] | Sub Tranche One [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 600,000 | |||||||||||||||||||||||
Long term debt month of maturity commencement | 2022-12 | |||||||||||||||||||||||
Long term debt month of maturity end | 2026-11 | |||||||||||||||||||||||
Debt instrument monthly payment of principal | € | € 12,000 | |||||||||||||||||||||||
Long Term Debt Additional Fixed Interest Rate | 0.70% | |||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | Tranche One [Member] | Amendement One To The Loan Agreement [Member] | Sub Tranche Two [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 2,400,000 | |||||||||||||||||||||||
Long term debt month of maturity commencement | 2022-11 | |||||||||||||||||||||||
Long term debt month of maturity end | 2026-11 | |||||||||||||||||||||||
Debt instrument monthly payment of principal | € | € 49,000 | |||||||||||||||||||||||
Debt instrument additional effective rate of interest | 1.44% | |||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | Tranche Two [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 1,500,000 | |||||||||||||||||||||||
Long term debt bearing fixed interest rate | 2.25% | |||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | € | € 300,000 | |||||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | 2021-09 | ||||||||||||||||||||||
Long term debt month of maturity end | 2026-06 | 2025-09 | ||||||||||||||||||||||
Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | Tranche Two [Member] | Amendement One To The Loan Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | € | € 75,000 | € 1,500,000 | € 75,000 | |||||||||||||||||||||
Long term debt month of maturity commencement | 2021-09 | |||||||||||||||||||||||
Long term debt month of maturity end | 2026-06 | |||||||||||||||||||||||
Maximum [Member] | Covid Nineteen [Member] | Prêt Garanti par l'État Loan [member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Long term debt period of maturity | 6 years | 6 years |
Notes Payable - Summary Of Conv
Notes Payable - Summary Of Convertible Notes Payable (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Total Convertible Notes Payable | $ 66,489 | $ 40,469 | $ 56,842 |
iHeart Convertible Note [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible Notes Payable | 99 | 99 | 99 |
Mudrick Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible Notes Payable | $ 66,390 | $ 40,370 | $ 56,743 |
Notes Payable - Summary Of Note
Notes Payable - Summary Of Notes Payable Future Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 1,306 | $ 19,904 |
2025 | 1,150 | 1,177 |
2026 | 32,389 | 945 |
Total | $ 34,845 | $ 22,026 |
Notes Payable - Summary Of Comp
Notes Payable - Summary Of Company's Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Total Notes Payable | $ 34,845 | $ 22,026 | $ 4,409 |
Less: short-term portion | (1,595) | (19,904) | (1,211) |
Total Notes Payable, less current portion | 33,250 | 2,122 | 3,198 |
PGE Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 3,382 | 3,458 | 4,409 |
Less: short-term portion | (1,595) | (1,336) | $ (1,211) |
Mudrick Super Priority Note [Member] | |||
Debt Instrument [Line Items] | |||
Total Notes Payable | 31,463 | 18,568 | |
Less: short-term portion | $ 0 | $ (18,568) |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense and Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Lease, Cost [Abstract] | |||
Operating lease costs | $ 827 | $ 827 | $ 3,308 |
Short term lease costs | 185 | 256 | 940 |
Variable lease costs | 227 | 217 | 759 |
Sublease income | (350) | (321) | (1,528) |
Total Lease Costs | $ 889 | $ 979 | $ 3,479 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Other Information Related To Leases [Line Items] | |||
Operating cash flows used for lease liabilities | $ 1,030 | $ 1,003 | $ 4,070 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Line Items] | ||
Lease contractual term description | For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. | For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. |
Weighted-average remaining lease term (in years): | 5 years 3 months 18 days | 5 years 6 months |
Weighted average discount rate | 11.60% | |
Weighted average incremental borrowing rate | 11.60% | |
Maximum [Member] | ||
Leases [Line Items] | ||
Term of lease agreements | 8 years | 8 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
From April 1, 2024 to December 31, 2024 | $ 3,136 | |
2025/2024 | 4,263 | $ 4,173 |
2026/2025 | 4,362 | 4,270 |
2027/2026 | 4,463 | 4,369 |
2028/2027 | 4,567 | 4,470 |
2028 | 4,574 | |
Thereafter | 2,113 | |
Thereafter | 2,119 | |
Total undiscounted future cash flows | 22,904 | 23,975 |
Less: Imputed interest | (5,710) | (6,220) |
Total | $ 17,194 | $ 17,755 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 14, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||||
Loss contingency accrual amount | $ 1,400,000 | $ 1,600,000 | $ 1,400,000 | |
Broadspire Services, Inc [Member] | ||||
Loss Contingencies [Line Items] | ||||
Settlement payment received | $ 15,000,000 | |||
Covington and Burling L L P [Member] | ||||
Loss Contingencies [Line Items] | ||||
Settlement payment made | $ 10,300,000 | |||
Indemnification Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency liability associated with recorded to date | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Unrecognized tax benefits | $ 0 | $ 0 | ||
Effective tax rate percentage | 0.40% | 0.70% | 0.70% | 0.40% |
Valuation allowance | $ 192,900,000 | $ 174,300,000 | ||
Unrecognized tax benefits income tax interest and penalties accrued | 0 | $ 0 | ||
US Federal Authority [Member] | ||||
Net operating loss | $ 15,500,000 | |||
Operating loss, expiration date | 2031 | |||
Operating loss carryforwards unlimited carryover period | $ 109,500,000 | |||
US State Authority [Member] | ||||
Net operating loss | $ 43,200,000 | |||
Operating loss, expiration date | 2027 | |||
Operating loss carryforwards unlimited carryover period | $ 2,200,000 | |||
Foreign Authority [Member] | ||||
Net operating loss | $ 900,000 | |||
Operating loss, expiration date | 2026 | |||
Operating loss carryforwards unlimited carryover period | $ 26,800,000 |
Income Taxes - Schedule of US a
Income Taxes - Schedule of US and Foreign Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | ||||
United States | $ (98,123) | $ (100,259) | ||
Foreign | (16,612) | (36,444) | ||
Loss before Benefit for Income Taxes | $ (30,914) | $ (22,970) | $ (114,735) | $ (136,703) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision For (benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||||
State | $ (56) | $ 39 | ||
Foreign | 13 | |||
Total Current Tax Expense | (56) | 52 | ||
Deferred: | ||||
Foreign | (733) | (690) | ||
Total Deferred Tax Benefit | (733) | (690) | ||
Total Benefit from Income Taxes | $ 51 | $ (171) | $ (789) | $ (638) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation Percent (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Federal statutory income tax rate | 21% | 21% | ||
State income tax expense | 3.90% | 1.30% | ||
Permanent tax adjustments | (1.30%) | (1.20%) | ||
Fair value adjustments | (0.20%) | (7.40%) | ||
Transaction costs | (2.70%) | |||
Change in valuation allowance | (23.60%) | (6.70%) | ||
Foreign rate differential | 1% | (3.00%) | ||
Other, net | (0.10%) | (0.90%) | ||
Effective income tax rate | 0.40% | 0.70% | 0.70% | 0.40% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 198,081 | $ 183,522 |
Capitalized research costs | 9,636 | 6,678 |
Lease liabilities | 4,630 | 5,066 |
Accruals and reserves | 6,807 | 5,097 |
Intangibles | 1,093 | 0 |
Other | 11,172 | 8,800 |
Total Deferred Tax Assets | 231,419 | 209,163 |
Less: valuation allowance | (192,867) | (174,317) |
Total Deferred Tax Assets, Net of Valuation Allowance | 38,552 | 34,846 |
Deferred tax liabilities: | ||
Intangibles | 0 | (1,742) |
Convertible debt | (35,565) | (30,541) |
ROU assets | (3,047) | (3,290) |
Other | (152) | (200) |
Total Deferred Tax Liabilities | (38,764) | (35,773) |
Net Deferred Tax Liabilities | $ (212) | $ (927) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 08, 2022 | Dec. 06, 2022 | Sep. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2015 | Nov. 30, 2011 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ 19,700,000 | $ 15,200,000 | ||||||||||
Share based compensation by share based award aggregate number of stock options cumulatively exercised earlier | 0 | 0 | ||||||||||
Number of shares agreed to repurchase | 868,068 | |||||||||||
Number of awards granted or issued | 88,050,000 | |||||||||||
Share based compensation by share based award options exercisable | 3,189,176 | |||||||||||
Share based compensation by share based award fair value assumptions expected dividend rate | 0% | 0% | 0% | 0% | ||||||||
Share based compensation by share based award number of shares authorized amount | $ 6,100,000 | |||||||||||
Value of notes transferred in exchange transaction | $ 6,100,000 | |||||||||||
Value of nonrecourse promissory note transferred in exchange transaction | $ 8,100,000 | |||||||||||
Number of shares transferred in exchange transaction | 831,788 | |||||||||||
Number of shares collateralized as part of loan agreement | 1,888,004 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 12,800,000 | |||||||||||
Value per share payment made | $ 6.12 | |||||||||||
Two Thousand And Fifteen Stockholder Notes [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized amount | $ 500,000 | |||||||||||
Number of shares collateralized as part of loan agreement | 353,264 | |||||||||||
Related party transaction rate of interest | 1.59% | |||||||||||
Payment for call option | $ 22,000 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 99,346 | |||||||||||
Value per share payment made | $ 4.81 | |||||||||||
Value per share additional payable | $ 0.01 | |||||||||||
Debt instrument maturity date | Dec. 11, 2020 | |||||||||||
Exercise option beginning date | Dec. 11, 2017 | |||||||||||
Exercise option end date | Dec. 11, 2020 | |||||||||||
Two Thousand And Eighteen Stockholder Notes [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized amount | $ 7,300,000 | |||||||||||
Number of shares collateralized as part of loan agreement | 1,591,342 | |||||||||||
Related party transaction rate of interest | 2.86% | |||||||||||
Payment for call option | $ 700,000 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 386,027 | |||||||||||
Value per share payment made | $ 18.95 | |||||||||||
Value per share additional payable | $ 0.06 | |||||||||||
Debt instrument maturity date | Sep. 14, 2025 | |||||||||||
Exercise option beginning date | Sep. 14, 2021 | |||||||||||
Exercise option end date | Sep. 14, 2025 | |||||||||||
Two Thousand And Nineteen Stockholder Note [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized amount | $ 5,600,000 | |||||||||||
Number of shares collateralized as part of loan agreement | 778,919 | |||||||||||
Related party transaction rate of interest | 1.59% | |||||||||||
Payment for call option | $ 400,000 | |||||||||||
Option indexed to issuers equity settlement alternative shares at fair value | 202,265 | |||||||||||
Value per share payment made | $ 27.63 | |||||||||||
Value per share additional payable | $ 0.03 | |||||||||||
Debt instrument maturity date | Nov. 18, 2026 | |||||||||||
Exercise option beginning date | Nov. 18, 2021 | |||||||||||
Exercise option end date | Nov. 18, 2026 | |||||||||||
Incentive Stock Option [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ 1,300,000 | $ 1,200,000 | $ 3,400,000 | 4,800,000 | ||||||||
Total unrecognized compensation cost, amount | $ 19,100,000 | $ 5,100,000 | ||||||||||
Total unrecognized compensation cost, period | 2 years 3 days | 10 months 20 days | ||||||||||
Fair value of awards vested | $ 600,000 | $ 1,500,000 | ||||||||||
Weighted-average grant-date fair value of stock options granted | $ 0.18 | $ 0.2 | ||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ 2,000,000 | $ 2,400,000 | $ 9,100,000 | 4,300,000 | ||||||||
Total unrecognized compensation cost, amount | $ 10,600,000 | $ 14,600,000 | ||||||||||
Total unrecognized compensation cost, period | 1 year 3 months 14 days | 1 year 4 months 24 days | ||||||||||
Management Alignment Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award number of shares authorized | 1,200 | |||||||||||
Eligible value as a percentage of each transaction | 6% | |||||||||||
Maximum eligible bonus payable | $ 15,000,000 | |||||||||||
2010 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 4,702,784 | |||||||||||
Number of awards granted or issued | 0 | |||||||||||
2010 Plan [Member] | Incentive Stock Option [Member] | Employees [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award expiry period | 10 years | |||||||||||
Share based compensation by share based award vesting period | 5 years | |||||||||||
2010 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award vesting period | 4 years | |||||||||||
2010 Plan [Member] | Non Qualified Stock Options [Member] | Employees And Consultants [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share based compensation by share based award exercise price as a percentage of purchase price of common stock | 100% | |||||||||||
2010 Plan [Member] | Incentive Stock Options And Non Qualified Stock Options [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Total intrinsic value for stock options exercised | $ 1,000 | 3,800 | ||||||||||
Fair value of awards vested | $ 3,800,000 | $ 4,500,000 | ||||||||||
Weighted-average grant-date fair value of stock options granted | $ 0.18 | $ 3.9 | ||||||||||
Number of awards granted or issued | 4,490,000 | |||||||||||
2022 Employee Stock Purchase Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 1,841,719 | |||||||||||
Percentage of employee's earnings | 15% | |||||||||||
Number of awards granted or issued | 0 | |||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 19,620,389 | |||||||||||
Number of awards granted or issued | 0 | |||||||||||
2022 Equity Incentive Plan [Member] | Earnout Shares [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved for future issuance | 11,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units (RSUs) Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
2022 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning balance | 3,244,369 | |
RSUs granted | 6,042,500 | |
RSUs vested | (3,018,362) | |
RSUs canceled | (793,031) | |
Ending balance | 5,475,476 | 3,244,369 |
Beginning balance | $ 5.3 | |
RSUs granted | 0.17 | |
RSUs vested | 1.21 | |
RSUs canceled | 3.89 | |
Ending balance | $ 2.1 | $ 5.3 |
2010 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning balance | 3,244,369 | 3,450,792 |
RSUs granted | 2,381,877 | |
RSUs vested | (1,994,119) | |
RSUs canceled | (594,181) | |
Ending balance | 3,244,369 | |
Beginning balance | $ 5.3 | $ 8.52 |
RSUs granted | 0.43 | |
RSUs vested | 4.03 | |
RSUs canceled | 8.69 | |
Ending balance | $ 5.3 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 7,997,004 | ||
Number of Shares, Options granted | 88,050,000 | ||
Number of Shares, Options expired | (181,478) | ||
Number of Shares, Options forfeited | (192,833) | ||
Number of Shares, Ending Balance | 95,672,693 | 7,997,004 | |
Number of Shares, Vested and Exercisable | 3,478,648 | ||
Number of Shares, Vested and Exercisable and Expected to Vest | 95,672,693 | ||
Weighted- Average Exercise Price, Beginning Balance | $ 1.78 | ||
Weighted- Average Exercise Price, Options granted | 0.25 | ||
Weighted- Average Exercise Price, Options expired | 4.16 | ||
Weighted- Average Exercise Price, Options forfeited | 1.22 | ||
Weighted- Average Exercise Price, Ending Balance | 0.37 | $ 1.78 | |
Weighted- Average Exercise Price, Vested and Exercisable | 2.56 | ||
Weighted- Average Exercise Price, Vested and Exercisable and Expected to Vest | $ 0.37 | ||
Weighted- Average Remaining Contractual Life (Years) | 9 years 8 months 23 days | 7 years 6 months 10 days | |
Weighted- Average Remaining Contractual Life (Years), Options granted | 9 years 10 months 28 days | ||
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable | 6 years 5 months 4 days | ||
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable and Expected to Vest | 9 years 8 months 23 days | ||
Aggregate Intrinsic Value, Beginning Balance | $ 10 | ||
Aggregate Intrinsic Value, Options granted | 5,283 | ||
Aggregate Intrinsic Value, Options expired | 4 | ||
Aggregate Intrinsic Value, Options forfeited | 6 | ||
Aggregate Intrinsic Value, Ending Balance | 5,467 | $ 10 | |
Aggregate Intrinsic Value, Vested and Exercisable | 58 | ||
Aggregate Intrinsic Value, Vested and Exercisable and Expected to Vest | $ 5,467 | ||
Weighted- Average Remaining Contractual Life (Years) | 9 years 8 months 23 days | 7 years 6 months 10 days | |
2010 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Options granted | 0 | ||
Incentive Stock Options And Non Qualified Stock Options [Member] | 2010 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 7,997,004 | 5,134,332 | |
Number of Shares, Options granted | 4,490,000 | ||
Number of Shares, Options exercised | (1,121) | ||
Number of Shares, Options expired | (1,044,717) | ||
Number of Shares, Options forfeited | (581,490) | ||
Number of Shares, Ending Balance | 7,997,004 | 5,134,332 | |
Number of Shares, Vested and Exercisable | 3,110,107 | ||
Number of Shares, Vested and Exercisable and Expected to Vest | 7,997,004 | ||
Weighted- Average Exercise Price, Beginning Balance | $ 1.78 | $ 3.4 | |
Weighted- Average Exercise Price, Options granted | $ 0.27 | ||
Weighted- Average Exercise Price, Options expired | 2.67 | ||
Weighted- Average Exercise Price, Options forfeited | 2.3 | ||
Weighted- Average Exercise Price, Ending Balance | 1.78 | ||
Weighted- Average Exercise Price, Vested and Exercisable | 2.87 | ||
Weighted- Average Exercise Price, Vested and Exercisable and Expected to Vest | $ 1.78 | ||
Weighted- Average Remaining Contractual Life (Years) | 7 years 6 months 10 days | 6 years 6 months | |
Weighted- Average Remaining Contractual Life (Years), Options granted | 8 years 6 months | ||
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable | 6 years 7 months 20 days | ||
Weighted- Average Remaining Contractual Life (Years), Vested and Exercisable and Expected to Vest | 7 years 6 months 10 days | ||
Aggregate Intrinsic Value, Beginning Balance | $ 10 | $ 61 | |
Aggregate Intrinsic Value, Ending Balance | 10 | $ 61 | |
Aggregate Intrinsic Value, Vested and Exercisable | 18 | ||
Aggregate Intrinsic Value, Vested and Exercisable and Expected to Vest | $ 10 | ||
Weighted- Average Remaining Contractual Life (Years) | 7 years 6 months 10 days | 6 years 6 months |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary Of The Weighted Average Assumptions Used In The Valuation Of Stock Options Granted (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected volatility | 73.50% | 81.40% | 81.40% | 77.70% |
Risk-free interest rate | 4.30% | 3.60% | 3.60% | 2.90% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Expected term (years) | 6 years 9 months 18 days | 6 years | 6 years | 6 years |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of the Company Recognized Stock-based Compensation Expense Related to Stock Options (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 3,440 | $ 4,804 | ||
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 | 53 | 689 | ||
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 | 623 | 689 | ||
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 | 380 | 1,191 | ||
Incentive Stock Options And Non Qualified Stock Options [Member] | General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 2,384 | 2,235 | ||
Incentive Stock Option [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | $ 1,300 | $ 1,151 | ||
Incentive Stock Option [Member] | Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 8 | 17 | ||
Incentive Stock Option [Member] | Operations [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 102 | 190 | ||
Incentive Stock Option [Member] | Technology And Product Development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 64 | 110 | ||
Incentive Stock Option [Member] | General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 1,126 | 834 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | 1,999 | 2,414 | 9,138 | 4,323 |
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 | 84 | 115 | 408 | 734 |
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 | 305 | 629 | 1,851 | 734 |
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 | 797 | 898 | 3,816 | 1,372 |
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 | $ 813 | $ 772 | $ 3,063 | $ 1,483 |
Warrants - Summary of Tabular F
Warrants - Summary of Tabular Form of Warrant Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Warrant Liability [Line Items] | |||
Total | $ 26 | $ 20 | $ 247 |
Private Warrants | |||
Warrant Liability [Line Items] | |||
Total | $ 26 | $ 20 | $ 247 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 16,791,667 | 16,791,667 | 9,791,667 |
Public Warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 12,175,000 | 12,175,000 | 5,175,000 |
Private Warrants | |||
Warrants Outstanding [Line Items] | |||
Warrants Outstanding | 4,616,667 | 4,616,667 | 4,616,667 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | May 04, 2023 | Dec. 31, 2022 | |
Warrants [Line Items] | ||||
Class of warrants or rights number of securities covered by warrants or rights | 7,000,000 | |||
Warrants Outstanding | 16,791,667 | 16,791,667 | 9,791,667 | |
Public Warrants [Member] | ||||
Warrants [Line Items] | ||||
Warrants Outstanding | 12,175,000 | 12,175,000 | 5,175,000 | |
Private Warrants [Member] | ||||
Warrants [Line Items] | ||||
Warrants Outstanding | 4,616,667 | 4,616,667 | 4,616,667 | |
Interprivate II Acquisition Crop [Member] | ||||
Warrants [Line Items] | ||||
Warrant or right, reason for issuance, Description | The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise. | The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days' prior written notice of redemption, if and only if the last sale price of the Company's common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise. | ||
Description on business combination | Upon the Closing, there were 5,175,000 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company’s common stock that were issued by InterPrivate II prior to the 2022 Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the 2022 Business Combination, provided that the Company has an effective registration statement under | Upon the Closing, there were 5,174,975 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company's common stock that were issued by InterPrivate II prior to the2022 Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company's common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the 2022 Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire five years after the completion of the 2022 Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the 2022 Business Combination. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, one of InterPrivate II's directors or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. | ||
Interprivate II Acquisition Crop [Member] | Public Warrants [Member] | ||||
Warrants [Line Items] | ||||
Warrants Outstanding | 5,175,000 | 5,174,975 | ||
Interprivate II Acquisition Crop [Member] | Private Warrants [Member] | ||||
Warrants [Line Items] | ||||
Warrants Outstanding | 4,616,667 | 4,616,667 | ||
Interprivate II Acquisition Crop [Member] | Public and Private Warrants [Member] | Common Stock [Member] | ||||
Warrants [Line Items] | ||||
Class of warrants or rights exercise price | $ 11.5 | $ 11.5 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net loss | $ (30,965) | $ (22,799) | $ (113,946) | $ (136,065) |
Basic weighted average common stock outstanding | 96,675,724 | 92,308,288 | 92,685 | 27,222 |
Diluted weighted average common stock outstanding | 96,675,724 | 92,308,288 | 92,685 | 27,222 |
Basic net loss per share | $ (0.32) | $ (0.25) | $ (1.23) | $ (5) |
Diluted net loss per share | $ (0.32) | $ (0.25) | $ (1.23) | $ (5) |
Earnings (Loss) per Share (De_2
Earnings (Loss) per Share (Details) - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share - shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount | 138,826,118 | 44,967,614 | 48,919,322 | 40,594,791 | ||
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 | 101,148,169 | 12,957,947 | 11,241,373 | [1] | 8,585,124 | [1] |
Private Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount | 4,616,667 | 4,616,667 | 4,616,667 | 4,616,667 | ||
Public Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount | 12,175,000 | 5,175,000 | 12,175,000 | 5,175,000 | ||
Shares for Mudrick Convertible Notes [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount | 19,001,500 | 15,218,000 | 19,001,500 | 15,218,000 | ||
Mudrick Note Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount | 0 | 7,000,000 | 0 | 7,000,000 | ||
Shares for Mudrick PIK Notes [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount | 1,884,782 | 0 | 1,884,782 | 0 | ||
[1]Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes. |
Segment and Geographical Area_3
Segment and Geographical Area Information - Additional Information (Details) - Segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 1 | 1 |
Segment and Geographical Area_4
Segment and Geographical Area Information - Summary of Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long lived assets | $ 19,747 | $ 20,666 | $ 23,735 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long lived assets | 18,072 | 18,883 | 22,039 |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long lived assets | $ 1,675 | $ 1,783 | $ 1,696 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 08, 2022 | Sep. 30, 2023 | Aug. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2021 | Dec. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 08, 2023 | Oct. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Related Party advance on financing | $ 4,750,000 | |||||||||
Mudrick Convertible Notes [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 175,000,000 | $ 1,000 | $ 1,000 | |||||||
Debt instrument maturity date | Dec. 08, 2027 | |||||||||
Class A | Interprivate II Acquisition Crop [Member] | Maximum [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Business combination common stock not subject to redemption | 1,550,000 | |||||||||
Chief Executive Officer and Stockholder [Member] | Promissory Note Agreement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Non cash exercise of options to purchase common stock related party transaction | 3,345,568 | |||||||||
Multiple Related Parties Including Family Member of Management [Member] | Bridge Loans [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Total amount of loans issued to related party for settlement of liability | 38,100,000 | |||||||||
Related party Financing [Member] | Bridge Loans [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Related Party advance on financing | 4,800,000 | |||||||||
Family Member Of Management [Member] | Bridge Loans [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 10,000,000 | 10,000,000 | ||||||||
Braemar Energy Ventures III LP [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Transfer of common stock under agreement | 200,000 | |||||||||
Braemar Energy Ventures III LP [Member] | Bridge Loans [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 5,000,000 | 5,000,000 | ||||||||
Softbank Vision Fund [Member] | Bridge Loans [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | 5,000,000 | 5,000,000 | ||||||||
PF GA Investment 5 [Member] | Bridge Loans [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 3,300,000 | $ 3,300,000 | ||||||||
Magnetar Financing LLC [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Paid to certain funds controlled by investor | $ 3,000,000 | |||||||||
Sponsor Affiliates [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Service fee paid | $ 2,000,000 | |||||||||
Early Bird Capital [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Bonus shares | 2,000,000 | |||||||||
Mudrick Capital Management L.P. [Member] | Mudrick Convertible Notes [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 175,000,000 | |||||||||
Mudrick Capital Management L.P. [Member] | Promissory Note Agreement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 3,000,000 | $ 15,040,685 | ||||||||
Promissory Note [Member] | Mudrick Capital Management L.P. [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Debt instrument maturity date | Aug. 07, 2024 | Sep. 07, 2023 | ||||||||
Interest rate | 15% | 15% | ||||||||
Promissory Note [Member] | Subordinated Debt [Member] | Braemar Energy Ventures III LP [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 2,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 29, 2024 | Mar. 14, 2024 | Feb. 26, 2024 | Feb. 07, 2024 | Jan. 19, 2024 | Jan. 12, 2024 | Dec. 11, 2023 |
Broadspire Services, Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Settlement payment received | $ 15,000,000 | ||||||
Covington & Burling LLP [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Settlement payment made | 10,300,000 | ||||||
Subsequent Event [Member] | Mr. Eduardo Iniguez [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares option awards | 11,100,000 | ||||||
Share based compensation by share based award vesting period | 4 years | ||||||
Subsequent Event [Member] | Mr. Eduardo Iniguez [Member] | Cap Vesting [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Additional shares option will vest | 76,950,000 | ||||||
Share based compensation by share based award vesting period | 4 years | ||||||
Subsequent Event [Member] | Broadspire Services, Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Settlement payment received | 15,000,000 | ||||||
Subsequent Event [Member] | Covington & Burling LLP [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Settlement payment made | $ 10,300,000 | ||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face value | $ 40,303,393 | $ 23,941,032 | $ 20,880,922 | $ 18,635,499.51 | |||
Debt instrument maturity date | Aug. 07, 2026 | ||||||
Percentage of the principal and accrued interest | 108% | ||||||
Original principal amount | $ 23,941,032 | 20,880,922 | 18,635,500 | ||||
Accrued interest | 189,940 | 60,110 | 245,422 | ||||
Additional principal amount | $ 16,172,421 | 3,000,000 | 2,000,000 | ||||
Interest rate | 15% | ||||||
Maximum increase in interest rate of the event | 2% | ||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face value | $ 61,677,504 | $ 40,303,393 | $ 23,941,032.31 | 20,880,922 | |||
Debt instrument maturity date | Aug. 07, 2026 | Aug. 07, 2026 | Aug. 07, 2026 | ||||
Percentage of the principal and accrued interest | 108% | 108% | 108% | ||||
Original principal amount | $ 23,941,032 | $ 20,880,922 | 18,635,499.51 | ||||
Accrued interest | 189,940 | 60,110.3 | 245,422.49 | ||||
Additional principal amount | $ 16,172,421 | $ 3,000,000 | $ 2,000,000 | ||||
Interest rate | 15% | ||||||
Maximum increase in interest rate of the event | 2% | ||||||
Amended and Restated Super Priority Secured Promissory Note [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Additional principal amount | $ 15,000,000 |