Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | SOUNDHOUND AI, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001840856 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalent | $ 8,211,000 | $ 21,626,000 | $ 43,692,000 |
Restricted cash equivalents | 230,000 | 460,000 | 230,000 |
Accounts receivable, net of allowances | 1,332,000 | 2,060,000 | 3,575,000 |
Prepaid expenses and other current assets | 2,676,000 | 2,193,000 | 1,452,000 |
Debt issuance cost | 566,000 | 1,132,000 | |
Total current assets | 13,015,000 | 27,471,000 | 48,949,000 |
Restricted cash equivalents, non-current | 736,000 | 736,000 | 1,060,000 |
Right-of-use assets | 10,225,000 | 10,291,000 | |
Property and equipment, net | 5,474,000 | 6,155,000 | 10,435,000 |
Deferred tax asset | 2,169,000 | 2,169,000 | 2,282,000 |
Deferred offering costs | 3,318,000 | 1,264,000 | |
Other assets | 1,005,000,000 | 1,117,000,000 | |
Other assets | 2,381,000 | 911,000 | |
Total Assets | 35,942,000 | 49,203,000 | 63,637,000 |
Current liabilities | |||
Accounts payable | 6,938,000 | 3,760,000 | 3,336,000 |
Accrued liabilities | 11,703,000 | 7,298,000 | 3,411,000 |
Capital lease obligation, current portion | 2,331,000 | ||
Operating lease liabilities, current portion | 3,519,000 | 3,281,000 | |
Financing lease liabilities, current portion | 822,000 | 1,301,000 | |
Income tax liability | 2,730,000 | 2,737,000 | 2,953,000 |
Deferred rent, current portion | 414,000 | ||
Deferred revenue, current portion | 6,006,000 | 6,042,000 | 12,078,000 |
Convertible notes, current portion | 30,198,000 | 29,868,000 | |
Derivative liability | 4,080,000 | 3,488,000 | |
Note payable, current portion | 30,810,000 | 29,964,000 | |
Total current liabilities | 96,806,000 | 87,739,000 | 24,523,000 |
Capital lease obligation, net of current portion | 1,252,000 | ||
Operating lease liabilities, net of current portion | 8,073,000 | 8,611,000 | |
Financing lease liabilities, net of current portion | 252,000 | 292,000 | |
Deferred rent, net of current portion | 1,511,000 | ||
Deferred revenue, net of current portion | 13,372,000 | 14,959,000 | 19,204,000 |
Derivative and warrant liability | 4,384,000 | ||
Convertible notes, net of current portion | 13,058,000 | ||
Other liabilities | 1,338,000 | 1,336,000 | 2,371,000 |
Total liabilities | 119,841,000 | 112,937,000 | 66,303,000 |
Redeemable convertible preferred stock | 279,503,000 | 279,503,000 | 273,687,000 |
Commitments and contingencies (Note 6) | |||
Stockholders’ Deficit: | |||
Common stock value | 1,000 | 1,000 | 1,000 |
Additional paid-in capital | 48,429,000 | 43,491,000 | 30,836,000 |
Accumulated other comprehensive loss | (1,000) | ||
Accumulated deficit | (411,832,000) | (386,729,000) | (307,189,000) |
Total stockholders’ deficit | (363,402,000) | (343,237,000) | (276,353,000) |
Total Liabilities and Stockholders’ Deficit | 35,942,000 | 49,203,000 | 63,637,000 |
Archimedes Tech Spac Partners Co | |||
Current assets | |||
Cash and cash equivalent | 18,129 | 235,295 | |
Debt issuance cost | |||
Prepaid expenses | 78,566 | 98,066 | |
Total current assets | 96,695 | 333,361 | |
Marketable securities held in Trust Account | 133,022,440 | 133,010,583 | |
Total Assets | 133,119,135 | 133,343,944 | |
Current liabilities | |||
Accrued liabilities | 503,071 | 247,868 | |
Due to related party | 1,816 | 716 | |
Total current liabilities | 503,071 | 249,684 | 716 |
Warrant liability | 154,768 | 247,514 | |
Total liabilities | 657,839 | 497,198 | 716 |
Commitments and contingencies (Note 6) | |||
Common stock subject to possible redemption | 133,022,440 | 133,010,583 | |
Stockholders’ Deficit: | |||
Preferred stock value | |||
Common stock value | 416 | 416 | |
Additional paid-in capital | 806,490 | 818,347 | |
Accumulated deficit | (1,368,050) | (982,600) | (716) |
Total stockholders’ deficit | (561,144) | (163,837) | (716) |
Total Liabilities and Stockholders’ Deficit | $ 133,119,135 | $ 133,343,944 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 | 45,000,000 |
Common stock, shares issued | 12,718,968 | 12,280,051 | 11,818,761 |
Common stock, shares outstanding | 12,718,968 | 12,280,051 | 11,818,761 |
Net of allowances (in Dollars) | $ 109 | $ 109 | $ 109 |
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 26,316,129 | 26,316,129 | 26,316,129 |
Redeemable convertible preferred stock, shares issued | 19,248,537 | 19,248,537 | 19,132,387 |
Redeemable convertible preferred stock, shares outstanding | 19,248,537 | 19,248,537 | 19,132,387 |
Liquidation preference (in Dollars) | $ 284,826 | $ 284,826 | $ 284,047 |
Archimedes Tech Spac Partners Co | |||
Common stock subject to possible redemption value | 13,300,000 | 13,300,000 | 0 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 31,000,000 | 31,000,000 |
Common stock, shares issued | 4,161,000 | 4,161,000 | 0 |
Common stock, shares outstanding | 4,161,000 | 4,161,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (20,717,000) | $ (16,619,000) | $ (65,327,000) | $ (66,004,000) | |
Interest expense | (2,977,000) | (748,000) | (8,342,000) | (2,269,000) | |
Other expense, net | (1,057,000) | (1,726,000) | (5,415,000) | (5,396,000) | |
Total other expense, net | (4,034,000) | (2,474,000) | (13,757,000) | (7,665,000) | |
Loss before provision for income taxes | (24,751,000) | (19,093,000) | (79,084,000) | (73,669,000) | |
Provision for income taxes | 352,000 | 167,000 | 456,000 | 738,000 | |
Other income | |||||
Total other income (expense) | (1,057,000) | (1,726,000) | (5,415,000) | (5,396,000) | |
Net loss | (25,103,000) | (19,260,000) | (79,540,000) | (74,407,000) | |
Deemed dividend related to the exchange of redeemable convertible preferred stock series D-3A for redeemable convertible preferred stock series D-3 | (3,182,000) | ||||
Net loss attributable to common stockholders | (79,540,000) | (77,589,000) | |||
Other comprehensive gain: | |||||
Unrealized holding gain on available-for-sale securities, net of tax | 1,000 | 5,000 | |||
Comprehensive loss | $ (25,103,000) | $ (19,260,000) | $ (79,539,000) | $ (74,402,000) | |
Net loss per share: | |||||
Net loss per share basic and diluted (in Dollars per share) | $ (2) | $ (1.62) | $ (6.57) | $ (6.59) | |
Weighted-average common shares outstanding: | |||||
Weighted-average common shares outstanding basic and diluted (in Shares) | 12,527,229,000 | 11,872,698,000 | 12,104,523,000 | 11,780,078,000 | |
Revenues | $ 4,290,000 | $ 3,739,000 | $ 21,197,000 | $ 13,017,000 | |
Operating expenses: | |||||
Cost of revenues | 1,773,000 | 1,593,000 | 6,585,000 | 5,863,000 | |
Sales and marketing | 2,581,000 | 1,076,000 | 4,240,000 | 4,739,000 | |
Research and development | 16,650,000 | 14,443,000 | 59,178,000 | 54,279,000 | |
General and administrative | 4,003,000 | 3,246,000 | 16,521,000 | 14,140,000 | |
Total operating expenses | 25,007,000 | 20,358,000 | 86,524,000 | $ 79,021,000 | |
Archimedes Tech Spac Partners Co [Member] | |||||
Formation and operating costs | 490,053 | 81,441 | $ 716 | 1,015,260 | |
Loss from operations | (490,053) | (81,441) | (716) | (1,015,260) | |
Trust interest income | 11,857 | 525 | 10,583 | ||
Unrealized gain (loss) on change in fair value of warrants | 92,746 | (3,117) | 22,793 | ||
Other income | |||||
Total other income (expense) | 104,603 | (2,592) | 33,376 | ||
Net loss | $ (385,450) | $ (84,033) | $ (716) | $ (981,884) | |
Weighted-average common shares outstanding: | |||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 13,300,000 | 2,306,667 | 10,589,315 | ||
Basic and diluted net (loss) income per share attributable to common stock subject to redemption (in Dollars per share) | $ (0.02) | $ 3.41 | $ 0.28 | ||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 4,161,000 | 3,342,133 | 3,959,088 | ||
Basic and diluted net loss per share attributable to common stockholders (in Dollars per share) | $ (0.02) | $ (2.38) | $ (0.99) |
Unaudited Condensed Statements
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Archimedes Tech SPAC Partners Co. Common Stock | Archimedes Tech SPAC Partners Co. Additional Paid-in Capital | Archimedes Tech SPAC Partners Co. Accumulated Deficit | Archimedes Tech SPAC Partners Co. | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Redeemable Convertible Preferred Stock | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2019 | $ 1 | $ 25,936 | $ (232,782) | $ 223,641 | $ (6) | $ (206,851) | ||||
Balance (in Shares) at Dec. 31, 2019 | 11,750,082 | 17,784,975 | ||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $33.00 per share | $ 15,000 | |||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $33.00 per share (in Shares) | 454,545 | |||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $40.00 per share | $ 1,000 | |||||||||
Issuance of redeemable convertible Series D3 preferred stock Preferred stock exchange at $40.00 per share (in Shares) | 25,000 | |||||||||
Conversion of convertible notes for redeemable convertible Series D-3 preferred stock | $ 30,664 | |||||||||
Conversion of convertible notes for redeemable convertible Series D-3 preferred stock (in Shares) | 766,293 | |||||||||
Preferred stock exchange (D-3 to D-3A) | (3,182) | $ 3,182 | (3,182) | |||||||
Issuance of redeemable convertible Series B preferred stock upon net exercise of Series B Warrants | 1,931 | $ 200 | 1,931 | |||||||
Issuance of redeemable convertible Series B preferred stock upon net exercise of Series B Warrants (in Shares) | 101,574 | |||||||||
Issuance of common stock upon exercise of stock options | 254 | 254 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 68,679 | |||||||||
Other comprehensive gain, net of tax | 5 | 5 | ||||||||
Stock-based compensation | 5,897 | 5,897 | ||||||||
Net loss | (74,407) | (74,407) | ||||||||
Balance at Dec. 31, 2020 | $ (716) | $ (716) | $ 1 | 30,836 | (307,189) | $ 273,687 | (1) | (276,353) | ||
Balance (in Shares) at Dec. 31, 2020 | 11,818,761 | 19,132,387 | ||||||||
Balance at Sep. 15, 2020 | ||||||||||
Balance (in Shares) at Sep. 15, 2020 | ||||||||||
Net loss | (716) | (716) | ||||||||
Balance at Dec. 31, 2020 | (716) | (716) | $ 1 | 30,836 | (307,189) | $ 273,687 | (1) | (276,353) | ||
Balance (in Shares) at Dec. 31, 2020 | 11,818,761 | 19,132,387 | ||||||||
Sale of 12,000,000 Units through IPO | $ 1,200 | 119,998,800 | 120,000,000 | |||||||
Sale of 12,000,000 Units through IPO (in Shares) | 12,000,000 | |||||||||
Sale of 1,300,000 Units through over-allotment | $ 130 | 12,999,870 | 13,000,000 | |||||||
Sale of 1,300,000 Units through over-allotment (in Shares) | 1,300,000 | |||||||||
Sale of 416,000 Private Units in private placement | $ 42 | 4,159,958 | 4,160,000 | |||||||
Sale of 416,000 Private Units in private placement (in Shares) | 416,000 | |||||||||
Issuance of representative shares | $ 42 | 2,024,421 | 2,024,463 | |||||||
Issuance of representative shares (in Shares) | 420,000 | |||||||||
Common stock issued to initial stockholders | $ 345 | 24,655 | 25,000 | |||||||
Common stock issued to initial stockholders (in Shares) | 3,450,000 | |||||||||
Forfeiture of founder shares | $ (13) | 13 | ||||||||
Forfeiture of founder shares (in Shares) | (125,000) | |||||||||
Underwriting fee | (2,660,000) | (2,660,000) | ||||||||
Offering costs charged to the stockholders’ equity | (2,449,810) | (2,449,810) | ||||||||
Initial classification of warrant liability | (270,307) | (270,307) | ||||||||
Reclassification of offering costs related to Public Shares | 4,779,936 | 4,779,936 | ||||||||
Issuance of common stock upon exercise of stock options | 1,199 | 1,199 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 297,850 | |||||||||
Stock-based compensation | 1,388 | 1,388 | ||||||||
Net loss | (84,033) | (84,033) | (19,260) | (19,260) | ||||||
Initial value of common stock subject to possible redemption | $ (1,330) | (124,412,583) | (124,413,913) | |||||||
Initial value of common stock subject to possible redemption (in Shares) | (13,300,000) | |||||||||
Accretion of common stock to redemption value | (13,366,023) | (13,366,023) | ||||||||
Accretion of common stock to redemption value (interest earned on trust account) | (525) | (525) | ||||||||
Balance at Mar. 31, 2021 | $ 416 | 828,405 | (84,749) | 744,072 | $ 1 | 33,423 | (326,449) | $ 273,687 | (1) | (293,026) |
Balance (in Shares) at Mar. 31, 2021 | 4,161,000 | 12,116,611 | 19,132,387 | |||||||
Balance at Dec. 31, 2020 | (716) | (716) | $ 1 | 30,836 | (307,189) | $ 273,687 | (1) | (276,353) | ||
Balance (in Shares) at Dec. 31, 2020 | 11,818,761 | 19,132,387 | ||||||||
Sale of 12,000,000 Units through IPO | $ 1,200 | 119,998,800 | 120,000,000 | |||||||
Sale of 12,000,000 Units through IPO (in Shares) | 12,000,000 | |||||||||
Sale of 1,300,000 Units through over-allotment | $ 130 | 12,999,870 | 13,000,000 | |||||||
Sale of 1,300,000 Units through over-allotment (in Shares) | 1,300,000 | |||||||||
Sale of 416,000 Private Units in private placement | $ 42 | 4,159,958 | 4,160,000 | |||||||
Sale of 416,000 Private Units in private placement (in Shares) | 416,000 | |||||||||
Issuance of representative shares | $ 42 | 2,024,421 | 2,024,463 | |||||||
Issuance of representative shares (in Shares) | 420,000 | |||||||||
Common stock issued to initial stockholders | $ 345 | 24,655 | 25,000 | |||||||
Common stock issued to initial stockholders (in Shares) | 3,450,000 | |||||||||
Forfeiture of founder shares | $ (13) | 13 | ||||||||
Forfeiture of founder shares (in Shares) | (125,000) | |||||||||
Underwriting fee | (2,660,000) | (2,660,000) | ||||||||
Offering costs charged to the stockholders’ equity | (2,449,810) | (2,449,810) | ||||||||
Initial classification of warrant liability | (270,307) | (270,307) | ||||||||
Reclassification of offering costs related to Public Shares | 4,779,936 | 4,779,936 | ||||||||
Issuance of common stock upon exercise of stock options | 2,490 | 2,490 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 461,290 | |||||||||
Other comprehensive gain, net of tax | 1 | 1 | ||||||||
Stock-based compensation | 6,322 | 6,322 | ||||||||
Issuance of redeemable convertible Series C preferred stock upon net exercise of Series C Warrants | $ 5,816 | |||||||||
Issuance of redeemable convertible Series C preferred stock upon net exercise of Series C Warrants (in Shares) | 116,150 | |||||||||
Net loss | (981,884) | (981,884) | (79,540) | (79,540) | ||||||
Initial value of common stock subject to possible redemption | $ (1,330) | (124,412,583) | (124,413,913) | |||||||
Initial value of common stock subject to possible redemption (in Shares) | (13,300,000) | |||||||||
Accretion of common stock to redemption value | (13,366,023) | (13,366,023) | ||||||||
Accretion of common stock to redemption value (interest earned on trust account) | (10,583) | (10,583) | ||||||||
Balance at Dec. 31, 2021 | $ 416 | 818,347 | (982,600) | (163,837) | $ 1 | 43,491 | (386,729) | $ 279,503 | (343,237) | |
Balance (in Shares) at Dec. 31, 2021 | 4,161,000 | 12,280,051 | 19,248,537 | |||||||
Issuance of common stock warrants | 3,843 | 3,843 | ||||||||
Issuance of common stock upon exercise of stock options | 2,474 | 2,474 | ||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 438,917 | |||||||||
Stock-based compensation | 2,464 | 2,464 | ||||||||
Net loss | (385,450) | (385,450) | (25,103) | (25,103) | ||||||
Accretion of common stock to redemption value (interest earned on trust account) | (11,857) | (11,857) | ||||||||
Balance at Mar. 31, 2022 | $ 416 | $ 806,490 | $ (1,368,050) | $ (561,144) | $ 1 | $ 48,429 | $ (411,832) | $ 279,503 | $ (363,402) | |
Balance (in Shares) at Mar. 31, 2022 | 4,161,000 | 12,718,968 | 19,248,537 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Issuance of D-3 preferred stock, per share (in Dollars per share) | $ 33 | ||
Issuance of D-3 preferred stock, per share (in Dollars per share) | $ 40 | ||
Archimedes Tech SPAC Partners Co. | |||
Sale of through IPO | 12,000,000 | 12,000,000 | |
Sale of over-allotment | 1,300,000 | 1,300,000 | |
Sale of private placement | 416,000 | 416,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | |||||
Net loss | $ (25,103,000) | $ (19,260,000) | $ (79,540,000) | $ (74,407,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 1,292,000 | 1,451,000 | 5,502,000 | 6,037,000 | |
Stock-based compensation | 2,464,000 | 1,388,000 | 6,322,000 | 5,897,000 | |
Change in fair value of derivative and warrant liability | 592,000 | 1,403,000 | 4,920,000 | 1,846,000 | |
Amortization of debt issuance cost | 1,742,000 | 301,000 | 4,746,000 | 1,068,000 | |
Non-cash lease amortization | 846,000 | 812,000 | 3,586,000 | ||
Loss upon extinguishment of debt | 3,775,000 | ||||
Deferred taxes | 113,000 | (2,282,000) | |||
Changes in current assets and current liabilities: | |||||
Accounts receivable | 728,000 | 1,705,000 | 1,515,000 | (1,890,000) | |
Prepaid expenses and other current assets | (483,000) | (52,000) | (1,085,000) | (320,000) | |
Operating lease liabilities | (1,080,000) | (1,154,000) | (3,565,000) | ||
Deferred offering costs | (2,054,000) | ||||
Other assets, non-current | 112,000 | (16,000) | (1,470,000) | ||
Accounts payable | 3,178,000 | (391,000) | 424,000 | 1,174,000 | |
Accrued liabilities | 4,398,000 | 657,000 | 3,671,000 | 1,291,000 | |
Deferred rent | 640,000 | ||||
Deferred revenue | (1,623,000) | (1,378,000) | (10,281,000) | 10,341,000 | |
Other liabilities, non-current | 2,000 | (170,000) | (1,035,000) | 526,000 | |
Net cash (used in) operating activities | (14,989,000) | (14,704,000) | (66,177,000) | (46,304,000) | |
Cash Flows from Investing Activities: | |||||
Purchases of property and equipment | (611,000) | (63,000) | (636,000) | (2,162,000) | |
Maturities of short-term investments | 13,610,000 | ||||
Net cash (used in) provided by investing activities | (611,000) | (63,000) | (636,000) | 11,448,000 | |
Cash flows from Financing Activities: | |||||
Proceeds from issuance of convertible notes, net of issuance cost | 14,905,000 | 40,000,000 | |||
Proceeds from note payable, net of issuance cost | 29,833,000 | ||||
Proceeds from issuance of preferred stock | 16,000,000 | ||||
Proceeds from the exercise of common stock options | 2,474,000 | 1,199,000 | 2,490,000 | 254,000 | |
Payment of finance and capital lease obligations | (519,000) | (594,000) | (2,575,000) | (3,000,000) | |
Proceeds from the exercise of warrants for redeemable convertible preferred stock | 200,000 | ||||
Net cash provided by financing activities | 1,955,000 | 605,000 | 44,653,000 | 53,454,000 | |
Net change in cash | (13,645,000) | (14,162,000) | (22,160,000) | 18,598,000 | |
Cash, beginning of the year | 22,822,000 | 44,982,000 | 44,982,000 | 26,384,000 | |
Cash, end of the year | 9,177,000 | 30,820,000 | $ 44,982,000 | 22,822,000 | 44,982,000 |
Reconciliation to amounts on the condensed consolidated balance sheets: | |||||
Cash and cash equivalents | 8,211,000 | 29,530,000 | 43,692,000 | 21,626,000 | 43,692,000 |
Current portion of restricted cash equivalents | 230,000 | 230,000 | 230,000 | 460,000 | 230,000 |
Non-current portion of restricted cash equivalents | 736,000 | 1,060,000 | 1,060,000 | 736,000 | 1,060,000 |
Total cash, cash equivalents, and restricted cash equivalents shown in the consolidated statements of cash flows | 9,177,000 | 30,820,000 | 44,982,000 | 22,822,000 | 44,982,000 |
Cash paid during the year for: | |||||
Interest | 1,013,000 | 78,000 | 2,631,000 | 412,000 | |
Income taxes | 32,000 | 234,000 | 738,000 | ||
Noncash investing and financing activities | |||||
Operating lease liabilities and right-of-use assets through adoption of Topic 842 | 11,428,000 | 11,428,000 | |||
Operating lease liabilities arising from obtaining right-of-use assets | 650,000 | 3,422,000 | |||
Property and equipment acquired under capital leases or debt | 265,000 | 584,000 | 257,000 | ||
Debt discount through issuance of common stock warrants | 3,843,000 | ||||
Debt discount through issuance of convertible note with derivative liability | 6,520,000 | ||||
Extinguishment of derivative liability | (5,377,000) | ||||
Non-cash debt discount | 525,000 | ||||
Issues of series C redeemable convertible preferred stock for exercise of warrants | 5,816,000 | ||||
Issues of series B redeemable convertible preferred stock for exercise of warrants | 1,931,000 | ||||
Deemed dividend from exchange of series D-3A redeemable convertible preferred stock for series D-3 | 3,182,000 | ||||
Conversion of convertible notes to series D-3A redeemable convertible preferred stock | 30,664,000 | ||||
Supplemental disclosure of cash flow information | |||||
Deferred offering costs included in accrued expenses | 566,000 | 1,132,000 | |||
Archimedes Tech Spac Partners Co | |||||
Cash flows from Operating Activities: | |||||
Net loss | (385,450) | (84,033) | (716) | (981,884) | |
Changes in current assets and current liabilities: | |||||
Prepaid expenses and other current assets | 19,500 | (165,713) | (98,066) | ||
Accrued liabilities | 255,203 | 54,815 | |||
Accrued expenses | 247,868 | ||||
Due to related party | (1,816) | 6,381 | 716 | 1,100 | |
Net cash (used in) operating activities | (217,166) | (185,958) | (864,358) | ||
Cash Flows from Investing Activities: | |||||
Investment held in Trust Account | (133,000,000) | (133,000,000) | |||
Net cash (used in) provided by investing activities | (133,000,000) | (133,000,000) | |||
Cash flows from Financing Activities: | |||||
Proceeds from IPO and over-allotment | 133,000,000 | 133,000,000 | |||
Payment of underwriting fees | (2,660,000) | (2,660,000) | |||
Proceeds from private placement | 4,160,000 | 4,160,000 | |||
Proceeds from issuance of promissory note to related party | 125,000 | 125,000 | |||
Payment to promissory note to related party | (125,000) | (125,000) | |||
Proceeds from issuance of common stock to initial stockholders | 25,000 | 25,000 | |||
Payment of deferred offering costs | (375,347) | (425,347) | |||
Net cash provided by financing activities | 134,149,653 | 134,099,653 | |||
Net change in cash | (217,166) | 963,695 | 235,295 | ||
Cash, beginning of the year | 235,295 | ||||
Cash, end of the year | 18,129 | 963,695 | 235,295 | ||
Reconciliation to amounts on the condensed consolidated balance sheets: | |||||
Cash and cash equivalents | 235,295 | ||||
Supplemental disclosure of cash flow information | |||||
Initial value of common stock subject to possible redemption | 124,413,913 | 124,413,913 | |||
Reclassification of offering costs related to Public Shares | (4,779,936) | (4,779,936) | |||
Accretion of common stock to redemption value | 13,366,023 | 13,366,023 | |||
Accretion of common stock to redemption value (interest earned on trust account) | 11,857 | 525 | 10,583 | ||
Forfeiture of founder shares | 13 | 13 | |||
Initial classification of warrant liability | 270,307 | 270,307 | |||
Deferred offering costs included in accrued expenses | 50,000 | ||||
Unrealized gain on change in fair value of warrants | (92,746) | 3,117 | (22,793) | ||
Interest earned on marketable securities held in Trust Account | $ (11,857) | $ (525) | $ (10,583) |
Organization
Organization | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization [Line Items] | ||
Organization | 1. ORGANIZATION Nature of Operations SoundHound, Inc. (“SoundHound” or the “Company”) was incorporated in Delaware on September 2, 2005 and is headquartered in Santa Clara, California. SoundHound turns sound into understanding and actionable meaning. SoundHound’s technology applications enable humans to interact with the things around them in the same way they interact with each other: by speaking naturally to mobile phones, cars, televisions, music speakers, coffee machines, and every other part of the emerging “connected” world. The conversation voice AI platform is called “Houndify”, where product creators can develop their own voice interfaces with their customers. Hound is primarily used as a prototyping tool to demonstrate what Houndify can deliver. Products and services built on the Houndify platform are referred to as Houndified Products and Houndified Services. The SoundHound music app allows customers to identify and play songs by singing or humming into the smartphone’s microphone, or by identifying the sound playing in the background from external sources. Going Concern Since inception, the Company has generated recurring losses as well as negative operating cash flows, which has resulted in a net loss of $25,103 for the three-month period ended March 31, 2022. As of March 31, 2022, the Company has an accumulated deficit of $411,832. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of research and development activities. The Company has funded its operations primarily through equity or debt financings. The Company plans to continue funding its operations and capital funding needs through a combination of private equity offerings, debt financing, revenue and other sources. Total cash and cash equivalents on hand as of March 31, 2022 was $8,211. The Company’s condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, including the effects of COVID-19, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ deficit and future access to capital. On April 26, 2022, the Company and Archimedes Tech SPAC Partners Co. (“ATSP”) completed a merger resulting in the reverse recapitalization of the Company (the “Business Combination”) and the Company received aggregate gross proceeds of $5,357 held in trust by ATSP (following satisfaction of redemptions by public stockholders), and $113,000 in aggregate gross proceeds from PIPE investors. The Company received $93,064 in net proceeds after the reduction of $25,293 in transaction related expenses. Management believes the Company’s sources of liquidity will be sufficient to fund the Company’s planned operations and existing obligations within one year after the date that the consolidated financial statements are issued. Other Risk and Uncertainties During the two-year period ended December 31, 2021, and through March 31, 2022, the Company continued to experience the results of the worldwide COVID-19 pandemic. The COVID-19 outbreak in the United States has caused business disruption through mandated and voluntary closings of businesses and shelter in place orders. In response, the U.S. Government enacted the CARES Act, which includes significant provisions to provide relief and assistance to affected organizations. While the disruption is currently expected to be temporary, there is considerable uncertainty around potential future closings, shelter in place orders, containment of the recent COVID-19 variants, and the ultimate impact of the CARES Act and other government initiatives. The COVID-19 pandemic and its resulting economic and other effects could result in significant adverse effects on our customers’ cash flow and their ability to manufacture, distribute, and sell products incorporating our voice-enabling technologies. This in turn may cause customers to be less able to pay invoices for royalties, licensing fees and usage fees, or may result in a reduction in the royalties, licensing fees and usage fees that the Company earns which are often based on the number of units sold or distributed by customers. This reduction could cause adverse effects on the business, results of operations, financial condition, cash flows and ability to raise operating capital. In addition, any depression or recession resulting from the COVID-19 pandemic may adversely change consumer behavior and demand, including products sold by customers, which may result in a significant reduction in our revenue, results of operations and financial condition. To date, this matter has not negatively impacted the Company. However, the financial impact and duration cannot be reasonably estimated at this time. Additionally, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business. The recent military conflict in Ukraine has led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Although our business has not been materially impacted by the ongoing military conflict between Russian and Ukraine to date, it is impossible to predict the extent to which our operations, or those of our customers’ suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. | 1. ORGANIZATION Nature of Operations SoundHound, Inc. and its subsidiaries (“SoundHound” or the “Company”) was incorporated in Delaware on September 2, 2005 and is headquartered in Santa Clara, California. SoundHound turns sound into understanding and actionable meaning. SoundHound’s technology applications enable humans to interact with the things around them in the same way they interact with each other: by speaking naturally to mobile phones, cars, televisions, music speakers, coffee machines, and every other part of the emerging “connected” world. The conversation voice AI platform is called “Houndify”, where product creators can develop their own voice interfaces with their customers. Hound is primarily used as a prototyping tool to demonstrate what Houndify can deliver. Products and services built on the Houndify platform are referred to as Houndified Products and Houndified Services. The SoundHound music app allows customers to identify and play songs by singing or humming into the smartphone’s microphone, or by identifying the sound playing in the background from external sources. Going Concern Since inception, the Company has generated recurring losses as well as negative operating cash flows, which has resulted in a net loss attributable to common stockholders of $79,540 for the year ended December 31, 2021. As of December 31, 2021, the Company has an accumulated deficit of $386,729. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of research and development activities. The Company has funded its operations primarily through equity or debt financings. The Company plans to continue funding its operations and capital funding needs through a combination of private equity offerings, debt financing, revenue and other sources. Total cash and cash equivalents on hand as of December 31, 2021 was $21,626. The Company’s consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, including the effects of COVID-19, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ deficit and future access to capital. On November 15, 2021, the Company entered into a definitive merger agreement with Archimedes Tech SPAC Partners Co. (the “Business Combination” or the “Merger”). The transaction is expected to deliver between $111,000 and $244,000 of gross proceeds with an expected closing date during the second quarter of 2022. Management believes the Company’s sources of liquidity will be sufficient to fund the Company’s planned operations and existing obligations within one year after the date that the consolidated financial statements are issued. In the event that the Company does not achieve profitability and financing objectives in its current operating plan, management has the ability and commitment to reduce operating expenses as necessary. The Company’s long-term success is dependent upon its ability to successfully raise additional capital, market its existing services, increase revenues, and, ultimately, to achieve profitable operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Other Risk and Uncertainties During the two-year period ended December 31, 2021, and subsequently afterward, the Company continued to experience the results of the worldwide COVID-19 pandemic. The COVID-19 outbreak in the United States has caused business disruption through mandated and voluntary closings of businesses and shelter in place orders. In response, the U.S. Government enacted the CARES Act, which includes significant provisions to provide relief and assistance to affected organizations. While the disruption is currently expected to be temporary, there is considerable uncertainty around potential future closings, shelter in place orders, containment of the recent COVID-19 variants, and the ultimate impact of the CARES Act and other government initiatives. The COVID-19 pandemic and its resulting economic and other effects could result in significant adverse effects on our customers’ cash flow and their ability to manufacture, distribute, and sell products incorporating our voice-enabling technologies. This in turn may cause customers to be less able to pay invoices for royalties, licensing fees and usage fees, or may result in a reduction in the royalties, licensing fees and usage fees that the Company earns which are often based on the number of units sold or distributed by customers. This reduction could cause adverse effects on the business, results of operations, financial condition, cash flows and ability to raise operating capital. In addition, any depression or recession resulting from the COVID-19 pandemic may adversely change consumer behavior and demand, including products sold by customers, which may result in a significant reduction in our revenue, results of operations and financial condition. To date, this matter has not negatively impacted the Company. However, the financial impact and duration cannot be reasonably estimated at this time. |
Archimedes Tech Spac Partners Co [Member] | ||
Organization [Line Items] | ||
Organization | Note 1 — Organization and Business Operations Organization and General Archimedes Tech SPAC Partners Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 15, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company’s focus will be on the artificial intelligence, cloud services and automotive technology sectors. However, the Company is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States. The Company has selected December 31 as its fiscal year end. As of March 31, 2022, the Company had not commenced any revenue-generating operations. All activity for the period from September 15, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (the “IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income or expense, as applicable. On November 15, 2021, the Company entered into a definitive merger agreement with SoundHound Inc. (“SoundHound”), a voice artificial intelligence company, pursuant to which the two companies agreed to consummate a Business Combination (the “Merger Agreement”). The total consideration to be paid by the Company to SoundHound is $2,000,000,000 in equity of the Company, with outstanding SoundHound stock options and warrants included on a net exercise basis. On April 26, 2022, the Company consummated its Business Combination with SoundHound pursuant to the Merger Agreement. The aggregate merger consideration paid by the Company to SoundHound security holders in connection with the Business Combination was an amount equal to $2,000,000,000, with outstanding SoundHound stock options and warrants assumed by the company included on a net exercise basis. As a result of the Business Combination, the Company owns 100% of the outstanding common stock of SoundHound and the Company changed its name from “Archimedes Tech SPAC Partners Co.” to “SoundHound AI, Inc” (See Note 9). The Company’s sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”). References to the Company’s “initial stockholders” refer to the Company’s stockholders prior to the IPO, excluding the holders of the Representative Shares (See Note 7). Financing The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). As discussed in Note 3, on March 15, 2021, the Company consummated the IPO of 12,000,000 units, (the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $120,000,000. Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”); each whole Public Warrant will be exercisable to purchase one share of common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, the Company consummated the sale of 390,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,900,000, which is discussed in Note 4. Each Private Unit consists of (i) one subunit (the “Private Subunits”), which consists of one share of common stock (the “Private Shares”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits, the “Private Warrants”). Transaction costs amounted to $4,849,810 consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments, if any. On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred transaction costs of $260,000 in underwriting discount. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 26,000 Private Units at $10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $260,000. On April 26, 2022, in connection with the Company’s Business Combination, an aggregate of $127,679,500 was paid from the Company’s Trust Account (see below) to holders that properly exercised their right to have their Public Shares redeemed, with a remaining Trust Account balance of approximately $5,356,628 (the “Trust Proceeds”). Additionally, pursuant to subscription agreements the Company had previously entered into with certain accredited investors (the “Subscribers”), the Subscribers purchased an aggregate of 11,300,000 shares of Class A Common Stock of the combined company for a purchase price of $10.00 per share in a private placement that closed concurrently with the Business Combination, for total gross proceeds of $113,000,000 (the “PIPE Proceeds”). The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business Combination (See Note 9). Trust Account Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The funds held in the Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. On April 26, 2022, in connection with the Company’s Business Combination, an aggregate of $127,679,500 was paid from the Company’s Trust Account to holders that properly exercised their right to have their Public Shares redeemed, resulting in Trust Proceeds of approximately $5,356,628 (See Note 9). Initial Business Combination On April 26, 2022, the Company consummated its Business Combination with SoundHound pursuant to the Merger Agreement. As a result of the Business Combination, the registrant owns 100% of the outstanding common stock of SoundHound and the registrant changed its name from “Archimedes Tech SPAC Partners Co.” to “SoundHound AI, Inc.” In connection with the Company’s Business Combination, the Company received approximately $5,356,628 in Trust Proceeds and $113,000,000 in PIPE Proceeds. The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business Combination (See Note 9). Liquidity and Going Concern As of March 31, 2022, the Company had cash outside the Trust Account of $18,129 available for its working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem Public Subunits. As of March 31, 2022, none of the amount on deposit in the Trust Account was available to be withdrawn as described above. On April 21, 2022, SPAC Partners LLC (“SP”), an affiliate of the Company’s Chief Executive Officer, agreed to loan the Company $167,955 to be used for tax payments (the “SP Promissory Note”). The SP Promissory Note is non-interest bearing and payable in cash upon the closing of the Company’s Business Combination. In the event the Company fails to complete a Business Combination prior to the deadline set forth in its governing document, no payment will be due under the SP Promissory Note and the principal balance of the SP Promissory Note will be forgiven. On April 26, 2022, in connection with the Company’s Business Combination, the Company received approximately $5,356,628 in Trust Proceeds and $113,000,000 in PIPE Proceeds. The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business Combination (See Note 9). Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $25,000 from the sale of Founder Shares (see Note 5), advances from the Sponsor in an aggregate amount of $125,000 under an unsecured promissory note, which were repaid upon the closing of the IPO (see Note 5). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account. Subsequent to the consummation of the Company’s Business Combination on April 26, 2022, the Company’s liquidity needs have been satisfied through the remaining Trust Proceeds and PIPE Proceeds after payment of expenses in connection with the Business Combination (See Note 9). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. The Company anticipates that the $18,129 outside of the Trust account as of March 31, 2022, combined with the net Trust Proceeds and PIPE Proceeds that the Company received upon the consummation of the Company’s Business Combination on April 26, 2022, will be sufficient to allow the Company to operate for at least the next 12 months. | Note 1 — Organization and Business Operations Organization and General Archimedes Tech SPAC Partners Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 15, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company’s focus will be on the artificial intelligence, cloud services and automotive technology sectors. However, the Company is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not commenced any revenue-generating operations. All activity for the period from September 15, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (the “IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income or expense, as applicable. On November 15, 2021, the Company entered into a definitive merger agreement with SoundHound Inc., a voice artificial intelligence company, pursuant to which the two companies agreed to consummate a Business Combination (the “Merger Agreement”). The total consideration to be paid by the Company to SoundHound Inc. is $2 billion in equity of the Company, with outstanding SoundHound Inc. stock options and warrants included on a net exercise basis. In connection with the Business Combination, certain accredited investors committed to purchase 11.1 million shares of Class A common stock of the company at a price of $10.00 per share, for total gross proceeds of $111 million, in a private placement that is scheduled to close concurrently with the Business Combination. The Company’s sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”). References to the Company’s “initial stockholders” refer to the Company’s stockholders prior to the IPO, excluding the holders of the Representative Shares (See Note 8). Financing The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). As discussed in Note 4, on March 15, 2021, the Company consummated the IPO of 12,000,000 units, (the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $120,000,000. Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”); each whole Public Warrant will be exercisable to purchase one share of common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, the Company consummated the sale of 390,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,900,000, which is discussed in Note 5. Each Private Unit consists of (i) one subunit (the “Private Subunits”), which consists of one share of common stock (the “Private Shares”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits, the “Private Warrants”). Transaction costs amounted to $4,849,810 consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments, if any. On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred transaction costs of $260,000 in underwriting discount. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 26,000 Private Units at $10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $260,000. Trust Account Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The funds held in the Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will continue in existence only until 18 months from the closing of the IPO (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Subunits, at a per-subunit price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding Public Subunits, which redemption will completely extinguish public stockholders’ rights as holders of Public Subunits (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the one-quarter of one warrant included in the Public Subunits being redeemed. As promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and its board of directors, the Company will dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. A public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the Company does not complete a Business Combination within the Combination Period. This redemption right shall apply in the event of the approval of any such amendment to the Company’s amended and restated certificate of incorporation, whether proposed by the Sponsor, initial stockholders, executive officers, directors or any other person. In no other circumstances will a public stockholder have any right or interest of any kind to or in the Trust Account. The Sponsor, initial stockholders, officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed Business Combination, (2) not to convert any shares in connection with a stockholder vote to approve a proposed initial Business Combination and (3) not to sell any shares in any tender in connection with a proposed initial Business Combination. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but the Company cannot assure that it will be able to satisfy its indemnification obligations if it is required to do so. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Liquidity and Going Concern As of December 31, 2021, the Company had cash outside the Trust Account of $235,295 available for its working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem Public Subunits. As of December 31, 2021, none of the amount on deposit in the Trust Account was available to be withdrawn as described above. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $25,000 from the sale of Founder Shares (see Note 6), advances from the Sponsor in an aggregate amount of $125,000 under an unsecured promissory note, which were repaid upon the closing of the IPO (see Note 6). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans. The Company anticipates that the $235,295 outside of the Trust account as of December 31, 2021 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Furthermore, if the Company is not able to consummate a Business Combination by September 15, 2022, it will trigger the Company’s automatic winding up, liquidation and dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. |
Restatement of Prior Period Fin
Restatement of Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Archimedes Tech Spac Partners Co [Member] | |
Restatement of Prior Period Financial Statements [Line Items] | |
Restatement of Prior Period Financial Statements | Note 2 — Restatement of Prior Period Financial Statements Redeemable Equity Instruments As a result of recent guidance to Special Purpose Acquisition Companies by the Securities and Exchange Commission (the “SEC”) regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial statements. The Company had previously classified a portion of its Public Subunits (and the underlying shares of common stock) in permanent equity. Subsequent to the re-evaluation, the Company’s management concluded that all of its Public Subunits should be classified as temporary equity. The identified errors impacted the Company’s Form 8-K filing on March 19, 2021 containing the IPO balance sheet as of March 15, 2021 (the “Closing Form 8-K), Form 10-Q filing on July 27, 2021 containing financial statements as of March 31, 2021, Form 10-Q filing on August 27, 2021 containing financial statements as of June 30, 2021, and Form 10-Q filing on November 15, 2021 containing financial statements as of September 30, 2021 (collectively, the “Prior Period Financial Statements”). In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were material to the Prior Period Financial Statements. Accordingly, the Company has corrected such material errors by restating its Prior Period Financial Statements and classified all Public Subunits as temporary. The Company will also correct previously reported financial information for such material errors in future filings, as applicable. Classification of Private Warrants & Fair Value of Representative Shares On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for its Public Warrants and Private Warrants under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Impact of the Restatement The impact of the restatement on the audited balance sheet as of March 15, 2021 and unaudited interim financial statements as of and for the three months ended March 31, 2021, June 30, 2021, and September 30, 2021 are presented below. As Adjustments As Restated Audited Balance Sheet at March 15, 2021 Warrant Liabilities $ — $ 253,413 $ 253,413 Total Liabilities 591,387 254,413 844,800 Common stock subject to possible redemption 116,095,120 3,904,880 120,000,000 Common stock 465 (39 ) 426 Additional paid-in capital 5,004,068 (4,158,254 ) 845,814 Total Stockholder’s Equity 5,000,003 (4,158,293 ) 841,710 Unaudited Balance Sheet at March 31, 2021 Common stock subject to possible redemption $ 128,744,590 $ 4,255,935 $ 133,000,525 Common stock 459 (43 ) 416 Additional paid-in capital 5,084,297 (4,255,892 ) 828,405 Unaudited Statement of Operations for the three months ended March 31, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 2,059,408 247,259 2,306,667 Basic and diluted weighted average shares outstanding, common stock 3,856,614 (514,481 ) 3,342,133 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.00 $ 3.41 $ 3.41 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.02 ) $ (2.36 ) $ (2.38 ) Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ — $ 4,779,936 $ 4,779,936 Accretion of common stock to redemption value $ — $ (13,366,023 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Supplemental disclosure of cash flow information Initial value of common stock subject to possible redemption $ 115,841,700 $ 8,572,213 $ 124,413,913 Change in value of common stock subject to possible redemption $ 12,902,890 $ (12,902,365 ) $ — Reclassification of offering costs related to public shares $ — $ (4,779,936 ) $ (4,779,936 ) Accretion of common stock to redemption value $ — $ 13,366,023 $ 13,366,023 Accretion of common stock to redemption value (interest earned on trust account) $ — $ 525 $ 525 As Adjustments As Restated Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.46 $ 0.08 $ 0.54 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (1.00 ) $ (0.17 ) $ (1.17 ) Unaudited Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 Unaudited Statement of Operations for the nine months ended September 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.31 $ 0.06 $ 0.37 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.87 ) $ (0.14 ) $ (1.01 ) Unaudited Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the nine months ended September 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Significant Accounting Policies The following (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial statements have been included. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results for the fiscal year ending December 31, 2022 or any future interim period. The accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Foreign Currency The functional currency of SoundHound, Inc. and its subsidiaries is the U.S. dollar. Foreign currency denominated transactions are converted into U.S. dollars at the average rates of exchange prevailing during the period. Assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates at the balance sheet date for monetary assets and liabilities and at historical exchange rates for non-monetary assets and liabilities. During the three-month period ended March 31, 2022 and 2021, the Company recognized net losses/(gains) related to foreign currency transactions and remeasurements of $464 and $367, respectively, in the condensed consolidated statements of operations and comprehensive loss as other expense, net. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the condensed consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for doubtful accounts, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock-based compensation expense. The Company bases its estimates on historical experience, the current economic environment, and on assumptions it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ materially from those estimates. Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. Emerging Growth Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to potential significant concentrations of credit risk consist principally of cash and cash equivalents. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. As of March 31, 2022, accounts receivable balances due from three customers collectively totaled 72% of the Company’s condensed consolidated accounts receivable balance. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s condensed consolidated accounts receivable balance. For the three months ended March 31, 2022, the Company had four customers that accounted for 59% of revenue and three customers that accounted for 60% of revenue for the three months ended March 31, 2021. Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings, including the Business Combination, as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss. Additionally, certain transaction costs incurred in connection with the pending merger agreement, which are direct and incremental to the proposed merger, will be deferred and recorded as a component of other non-current assets within the condensed consolidated balance sheets and will offset cash proceeds from the Business Combination if successful. The Company had $3,318 and $1,264 of deferred offering costs recorded as of March 31, 2022 and December 31, 2021. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers (i) Identification of the contract(s) with a customer; (ii) Identification of the performance obligations in the contract; (iii) Determination of the transaction price, including the constraint on variable consideration; (iv) Allocation of the transaction price to the performance obligations in the contract; (v) Recognition of revenue when, or as, performance obligations are satisfied. Contracts are accounted for when both parties have approved and committed to the contract, the rights of the parties and payment terms are identifiable, the contract has commercial substance and collectability of consideration is probable. Any payments received from customers that do not meet criteria for having a contract are recorded as deposit liabilities on the condensed consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company will recognize revenue for arrangements upon the transfer of control of the Company’s performance obligations to its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC 606. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services, (3) monetization and (4) licensing. Research and Development The Company’s research and development costs are expensed as incurred. These costs include salaries and other personnel related expenses, contractor fees, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. Warrants The Company determines whether to classify contracts, such as warrants, that may be settled in its own stock as equity of the entity or as a liability. An equity-linked financial instrument must be considered indexed to the Company’s own stock to qualify for equity classification. The Company classifies warrants as liabilities for any contracts that may require a transfer of assets. The warrants are considered freestanding instruments that qualify as liabilities under ASC Topic 480, Distinguishing Liabilities from Equity Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when, in management’s estimate, it is more-likely-than-not that the deferred tax asset will not be realized. The Company adopted a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. The Company classifies interest and penalties related to uncertain tax positions in income tax expense, if applicable. There were no interest expenses or penalties related to unrecognized tax benefits recorded through March 31, 2022. Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes-Merton (“Black- Scholes”) option-pricing model to determine the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of stock options, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield Restricted Stock Units The Company issues restricted stock unit awards (“RSUs”) to grantees as compensation for services. The Company’s RSUs are classified as equity awards because the RSUs will be settled in the Company’s common stock upon vesting. The fair value of the RSUs is determined at the grant date based on the fair value of the Company’s common stock on the date of grant and is recognized straight-line over the service period. Fair Value Measurements The Company defines fair value as the exchange price that would be received from an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company follows a three-level valuation hierarchy for disclosure of fair value measurements as follows: ● Level 1 — ● Level 2 — ● Level 3 — The Company’s derivative liabilities and warrants are measured at fair value on a recurring basis and are classified as Level 3 liabilities. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date on the condensed consolidated statements of operations and comprehensive loss. Redeemable Convertible Preferred Stock The Company’s shares of redeemable convertible preferred stock (“Preferred Stock”) do not have a mandatory redemption date and are assessed at issuance for classification and redemption features requiring bifurcation. The Company presents as temporary equity any stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders, or (iii) has conditions for redemption which are not solely within the control of the Company. The Company’s Preferred Stock is redeemable upon a deemed liquidation event which the Company determined is not solely within its control and thus has classified shares of Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the shares of Preferred Stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the shares of Preferred Stock would be made only when a deemed liquidation event becomes probable. Convertible Notes and Derivative Liabilities The Company evaluates its convertible notes, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives requiring bifurcation. The Company accounts for conversion features that meet the criteria for bifurcation as liabilities at fair value and adjusts the derivative instruments to fair value at each reporting period. The conversion features qualify as derivatives, as they continuously reset as the underlying stock price increases or decreases to provide a fixed value of equity to the holders at any conversion date. The conversion features are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability-weighted discount model with and without the conversion feature (see Note 9 for additional information). The Company holds its convertible notes at amortized cost and amortizes the associated debt discount created from bifurcated derivatives and issuance costs under the effective interest or straight-line method until maturity or early conversion pursuant to the contractual terms of the arrangement. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, Preferred Stock, stock options, warrants and convertible notes are considered to be potentially dilutive securities. See Note 15 for further information. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common stock is not assumed to have been issued if their effect is anti-dilutive. Recent Accounting Pronouncement — Adopted From time to time, new accounting pronouncements, or Accounting Standards Updates, are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. During the three-month period ended March 31, 2022, no additional accounting pronouncements were adopted. Refer to Note 2 of our audited consolidated financial statements for the fiscal year ended December 31, 2021 contained within the proxy statement/prospectus/consent solicitation for adopted accounting pronouncements. Recent Accounting Pronouncement — Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 Business Combinations (“ASC 805”) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers guidance requiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date. Under the new guidance the acquirer will recognize contract assets and contract liabilities at the same amounts recorded by the acquiree. The modifications improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of, and after a business combination. The amendment is effective for the Company in fiscal years beginning after December 15, 2023. Early adoption of the amendment is permitted. The Company anticipates that it will not have a material impact on its condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This ASU replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (“Topic 326”), Targeted Transition Relief, which amends the transition guidance for ASU 2016-13. The ASU provides entities with the option to irrevocably elect the fair value option in Subtopic 825-10 on an instrument-by-instrument basis. ASU 2019-10 and ASU 2016-13 are effective for years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact the standard will have on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“Topic 740”) (“ASU 2019-12”). ASU 2019-12 eliminates the need for an organization to analyze whether the following apply in a given period (1) exception to the incremental approach for intra-period tax allocation (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify U.S. GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The amendments in ASU 2019-12 are effective for the Company in fiscal years beginning after December 15, 2021. Early adoption of the amendments is permitted. An entity that elects early adoption must adopt all the amendments in the same period. Adoption of ASU 2019-12 is not expected to result in any material changes to the way the tax provision is prepared and is not expected to have a material impact on the Company’s condensed consolidated financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Reclassification Certain prior period balances have been reclassified to conform to the current year presentation. Such changes include the presentation change on the consolidated statements of operations and comprehensive loss from a two-step presentation to a one-step presentation, as well as reclassifications or combinations of certain accounts on the consolidated balance sheets. These reclassifications had no impact on total assets, total liabilities, net loss or comprehensive loss or accumulated deficit in the previously reported consolidated financial statements for the year ended December 31, 2020. Foreign Currency The functional currency of SoundHound, Inc. and its subsidiaries is the U.S. dollar. Foreign currency denominated transactions are converted into U.S. dollars at the average rates of exchange prevailing during the period. Assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates at the balance sheet date for monetary assets and liabilities and at historical exchange rates for non-monetary assets and liabilities. During the years ended December 31, 2021 and 2020, the Company recognized net losses/(gains) related to foreign currency transactions and remeasurements of $501 and ($18), respectively, in the consolidated statements of operations as other expense, net. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for doubtful accounts, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock-based compensation expense. The Company bases its estimates on historical experience, the current economic environment, and on assumptions it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of 90 days or less from the date of purchase to be cash equivalents. The Company’s cash equivalents consist of mutual funds, commercial paper and certificates of deposit. The deposits exceed federally insured limits. Restricted Cash Equivalents The Company’s restricted cash equivalents were established according to the requirements under the leases for the Company’s corporate headquarters, data center and sales office, and are subject to certain restrictions under the leases. All amounts in restricted cash equivalents as of December 31, 2021 and 2020 represent funds held in certificates of deposit, have original maturities of six months to one year and are recorded at cost plus accrued interest, which approximates fair value as of December 31, 2021 and 2020. Restricted cash equivalents are classified as current or non-current on the consolidated balance sheets based on the remaining term of the restriction. Accounts Receivable, Net Accounts receivable consist of current trade receivables due from customers recorded at invoiced amounts, net of allowance for doubtful accounts. Accounts receivable do not bear interest and the Company generally does not require collateral or other security in support of accounts receivable. The Company has established an allowance for doubtful accounts and evaluates the collectability of its accounts receivable based on known collection risks and historical experience. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when received. The allowance for doubtful accounts as of December 31, 2021 and December 31, 2020 was $109. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 – 4 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of useful life or the term of the lease Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total of estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2021, there have been no such impairments. Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. The Company’s property and equipment is primarily located in the United States. As of December 31, 2021, the Company’s property and equipment is located in the United States, except for 11.7% of assets located in Canada and 1.7% in other foreign jurisdictions. As of December 31, 2020, all property and equipment were located in the United States. Emerging Growth Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to potential significant concentrations of credit risk consist principally of cash and cash equivalents. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s consolidated accounts receivable balance. As of December 31, 2020, accounts receivable balances due from two customers collectively totaled 87% of the Company’s consolidated accounts receivable balance. For the year ended December 31, 2021, the Company had three customers that accounted for 61% of revenue and two customers that accounted for 43% of revenue for the year ended December 31, 2020. Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings, including the Business Combination, as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. Additionally, certain transaction costs incurred in connection with the pending merger agreement, which are direct and incremental to the proposed merger, will be deferred and recorded as a component of other non-current assets within the consolidated balance sheets and will offset cash proceeds from the Business Combination if successful. The Company had $1,264 of deferred offering costs recorded as of December 31, 2021. The Company had not incurred deferred offering costs as of December 31, 2020. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers (i) Identification of the contract(s) with a customer; (ii) Identification of the performance obligations in the contract; (iii) Determination of the transaction price, including the constraint on variable consideration; (iv) Allocation of the transaction price to the performance obligations in the contract; (v) Recognition of revenue when, or as, performance obligations are satisfied. Contracts are accounted for when both parties have approved and committed to the contract, the rights of the parties and payment terms are identifiable, the contract has commercial substance and collectability of consideration is probable. Any payments received from customers that do not meet criteria for having a contract are recorded as deposit liabilities on the consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company will recognize revenue for arrangements upon the transfer of control of the Company’s performance obligations to its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC 606. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services and (3) monetization. Research and Development The Company’s research and development costs are expensed as incurred. These costs include salaries and other personnel related expenses, contractor fees, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. Warrants The Company determines whether to classify contracts, such as warrants, that may be settled in its own stock as equity of the entity or as a liability. An equity-linked financial instrument must be considered indexed to the Company’s own stock to qualify for equity classification. The Company classifies warrants as liabilities for any contracts that may require a transfer of assets. The warrants are considered freestanding instruments that qualify as liabilities under ASC Topic 480, Distinguishing Liabilities from Equity Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when, in management’s estimate, it is more-likely-than-not that the deferred tax asset will not be realized. The Company adopted a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. The Company classifies interest and penalties related to uncertain tax positions in income tax expense, if applicable. There were no interest expenses or penalties related to unrecognized tax benefits recorded through the years ended December 31, 2021 and 2020. Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes-Merton (“Black- Scholes”) option-pricing model to determine the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of stock options, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield Fair Value Measurements The Company defines fair value as the exchange price that would be received from an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company follows a three-level valuation hierarchy for disclosure of fair value measurements as follows: ● Level 1 — ● Level 2 — ● Level 3 — The Company’s derivative liabilities and warrants are measured at fair value on a recurring basis and are classified as Level 3 liabilities. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date on the consolidated statements of operations and comprehensive loss. Redeemable Convertible Preferred Stock The Company’s shares of redeemable convertible preferred stock (“Preferred Stock”) do not have a mandatory redemption date and are assessed at issuance for classification and redemption features requiring bifurcation. The Company presents as temporary equity any stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders, or (iii) has conditions for redemption which are not solely within the control of the Company. The Company’s Preferred Stock is redeemable upon a deemed liquidation event which the Company determined is not solely within its control and thus has classified shares of Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the shares of Preferred Stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the shares of Preferred Stock would be made only when a deemed liquidation event becomes probable. Convertible Notes and Derivative Liabilities The Company evaluates its convertible notes, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives requiring bifurcation. The Company accounts for conversion features that meet the criteria for bifurcation as liabilities at fair value and adjusts the derivative instruments to fair value at each reporting period. The conversion features qualify as derivatives, as they continuously reset as the underlying stock price increases or decreases to provide a fixed value of equity to the holders at any conversion date. The conversion features are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability-weighted discount model with and without the conversion feature (see Note 9 for additional information). The Company holds its convertible notes at amortized cost and amortizes the associated debt discount created from bifurcated derivatives and issuance costs under the effective interest or straight-line method until maturity or early conversion pursuant to the contractual terms of the arrangement. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, Preferred Stock, stock options, warrants and convertible notes are considered to be potentially dilutive securities. See Note 15 for further information. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common stock is not assumed to have been issued if their effect is anti-dilutive. Recent Accounting Pronouncement — Adopted From time to time, new accounting pronouncements, or Accounting Standards Updates, are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. Leases In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases In addition, the Company elected the transition package of three practical expedients which allow companies not to reassess (i) whether agreements contain leases, (ii) the classification of leases, and (iii) the capitalization of initial direct costs. Further, the Company elected to separate lease and non-lease components for the building asset class and elected to not separate lease and non-lease components for the equipment asset class. The Company also made an accounting policy election to recognize lease expense for leases with a term of 12 months or less on a straight-line basis over the lease term and recognize no ROU or lease liability for those leases. The Company’s lease portfolio consists primarily of real estate assets and computer equipment. Some of these leases also require the Company to pay maintenance, utilities, taxes, insurance, and other operating expenses associated with the leased space. Based upon the nature of the items leased and the structure of the leases, the Company’s leases classified as operating leases continue to be classified as operating leases and capital leases will be accounted for as financing leases under the new accounting standard. As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2021: ● Operating lease liabilities of approximately $11,428, which represent the present value of the remaining lease payments, as of the date of adoption, discounted using the Company’s incremental borrowing rate on a lease-by-lease basis, and ● Operating lease ROU assets of approximately $9,848 which represent the operating lease liabilities of $11,428, adjusted for (1) deferred rent of approximately $827, (2) lease incentives or tenant improvement allowance of $1,098 and (3) prepaid rent of $345. ● The Company additionally recharacterized its capital leases as finance leases. However, there was no quantitative impact to capital leases upon transitioning to the new standard. The adoption of the new lease accounting standard did not have any other material impact on the Company’s consolidated balance sheet and did not impact the Company’s operating results and cash flows. See Leases in Note 13 for further information, including further discussion on the impact of adoption and changes in accounting policies relating to leases. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows as the Company does not have any instruments with cash or beneficial conversion features. Further, updates from ASU 2020-06 to Contracts in an Entity’s Own Equity does not impact the Company’s debt instruments as of December 31, 2021. Recent Accounting Pronouncement — Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 Business Combinations (“ASC 805”) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers guidance requiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date. Under the new guidance the acquirer will recognize contract assets and contract liabilities at the same amounts recorded by the acquiree. The modifications improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of, and after a business combination. The amendment is effective for the Company in fiscal years beginning after December 15, 2023. Early adoption of the amendment is permitted. The Company anticipates that it will not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This ASU replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (“Topic 326”), Targeted Transition Relief, which amends the transition guidance for ASU 2016-13. The ASU provides entities with the option to irrevocably elect the fair value option in Subtopic 825-10 on an instrument-by-instrument basis. ASU 2019-10 and ASU 2016-13 are effective for years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact the standard will have on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“Topic 740”) (“ASU 2019-12”). ASU 2019-12 eliminates the need for an organization to analyze whether the following apply in a given period (1) exception to the incremental approach for intra-period tax allocation (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify U.S. GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The amendments in ASU 2019-12 are effective for the Company in fiscal years beginning after December 15, 2021. Early adoption of the amendments is permitted. An entity that elects early adoption must adopt all the amendments in the same period. Adoption of ASU 2019-12 is not expected to result in any material changes to the way the tax provision is prepared and is not expected to have a material impact on the Company’s consolidated financial statements. |
Archimedes Tech Spac Partners Co [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited 2021 financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 9, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $18,129 and $235,295 of cash held outside of the Trust Account as of March 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents held outside of the Trust Account as of March 31, 2022 or December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Company had 133,022,440 and $133,010,583 in the Trust Account which may be utilized for Business Combination. As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities, and due to related party are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 6 for additional information on assets, liabilities and Representative Shares measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76.2% for the Public Shares and 23.8% for the founder non-redeemable shares for the three months ended March 31, 2022, and a ratio of 40.8% for the Public Shares and 59.2% for the founder non-redeemable shares for the three months ended March 31, 2021, respectively, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the three For the three Net loss $ (385,450 ) $ (84,033 ) Accretion of temporary equity to redemption value (11,857 ) (13,366,548 ) Net loss including accretion of temporary equity to redemption value $ (397,307 ) $ (13,450,581 ) For the three For the three Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (302,628 ) $ (94,679 ) $ (5,492,495 ) $ (7,958,086 ) Accretion of temporary equity to redemption value 11,857 - 13,366,548 - Allocation of net income (loss) $ (290,771 ) $ (94,679 ) $ 7,874,053 $ (7,958,086 ) Denominator: Weighted-average shares outstanding 13,300,000 4,161,000 2,306,667 3,342,133 Basic and diluted net income (loss) per share $ (0.02 ) $ (0.02 ) $ 3.41 $ (2.38 ) In connection with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 15, 2021, offering costs in the aggregate of $4,849,810 have been charged to stockholders’ equity (consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs). On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred additional transaction costs of $260,000 in underwriting discount. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $235,295 of cash held outside of the Trust Account as of December 31, 2021 and no cash held outside of the Trust Account as of December 31, 2020. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021, the Company had $133,010,583 in the Trust Account which may be utilized for Business Combination. As of December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 7 for additional information on assets, liabilities and Representative Shares measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 72.8% for the Public Shares and 27.2% for the founder non-redeemable shares for the year ended December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the Net loss $ (981,884 ) Accretion of temporary equity to redemption value (13,376,606 ) Net loss including accretion of temporary equity to redemption value $ (14,358,490 ) For the Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (10,451,084 ) $ (3,907,406 ) Accretion of temporary equity to redemption value 13,376,606 — Allocation of net income (loss) $ 2,925,522 $ (3,907,406 ) Denominator: Weighted-average shares outstanding 10,589,315 3,959,088 Basic and diluted net income (loss) per share $ 0.28 $ (0.99 ) No shares of the Company were issued or outstanding in 2020 and, as a result, Earnings Per Share does not exist for 2020. In connection with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 15, 2021, offering costs in the aggregate of $4,849,810 have been charged to stockholders’ equity (consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs). On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred additional transaction costs of $260,000 in underwriting discount. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Line Items] | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on March 15, 2021, the Company sold 12,000,000 Public Units at a purchase price of $10.00 per Public Unit. Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-quarter of one Public Warrant, and (ii) one-quarter of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of an initial Business Combination and will expire on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $13,000,000. Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in the Trust Account. The funds held in Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that the Company is not deemed to be an investment company under the Investment Company Act. | |
Archimedes Tech Spac Partners Co [Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO on March 15, 2021, the Company sold 12,000,000 Public Units at a purchase price of $10.00 per Public Unit. Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-quarter of one Public Warrant, and (ii) one-quarter of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of an initial Business Combination and will expire on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $13,000,000. Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in the Trust Account. The funds held in Trust Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that the Company is not deemed to be an investment company under the Investment Company Act. |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Line Items] | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement (the “Private Placement”), generating gross proceeds of $3,900,000. On March 19, 2021, simultaneous with the exercise of the over-allotment option, the Sponsor and EarlyBirdCapital purchased an aggregate of 26,000 additional Private Units, at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $260,000. The Private Units (and underlying Private Subunits, Private Shares, and Private Warrants) are identical to the Public Units except that the Private Warrants included in the Private Units: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company’s initial stockholders have agreed (A) to vote the Private Shares contained in the Private Subunits in favor of any proposed Business Combination, (B) not to convert any Private Subunits in connection with a stockholder vote to approve a proposed initial Business Combination or sell any Private Shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the Private Subunits shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. In the event of a liquidation prior to the initial Business Combination, the Private Units will likely be worthless. | |
Archimedes Tech Spac Partners Co [Member] | ||
Private Placement [Line Items] | ||
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement (the “Private Placement”), generating gross proceeds of $3,900,000. On March 19, 2021, simultaneous with the exercise of the over-allotment option, the Sponsor and EarlyBirdCapital purchased an aggregate of 26,000 additional Private Units, at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $260,000. The Private Units (and underlying Private Subunits, Private Shares, and Private Warrants) are identical to the Public Units except that the Private Warrants included in the Private Units: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company’s initial stockholders have agreed (A) to vote the Private Shares contained in the Private Subunits in favor of any proposed Business Combination, (B) not to convert any Private Subunits in connection with a stockholder vote to approve a proposed initial Business Combination or sell any Private Shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the Private Subunits shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. In the event of a liquidation prior to the initial Business Combination, the Private Units will likely be worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS The Company entered into revenue contracts to perform professional services for certain companies who are also investors in the Company. These companies are holders of either the Company’s common stock or Preferred Stock. The following is financial information on related party transactions as of and for the three-month period ended March 31, 2022 and for the year ended December 31, 2021: Three Months Ended Three Months Ended Revenue $ 2,171 $ 1,807 As of March 31, As of December 31, Accounts receivable $ 300 $ 583 Deferred revenue $ 13,862 $ 15,238 | 17. RELATED PARTY TRANSACTIONS The Company entered into revenue contracts to perform professional services for certain companies who are also investors in the Company. These companies are holders of either the Company’s common stock or Preferred Stock. The following is financial information on related party transactions as of and for the years ended December 31, 2021: For the Years Ended 2021 2020 Revenue $ 7,013 $ 6,668 As of December 31, 2021 As of December 31, 2020 Accounts receivable $ 583 $ 2,083 Deferred revenue $ 15,238 $ 16,787 |
Archimedes Tech Spac Partners Co [Member] | ||
Related Party Transactions [Line Items] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On January 4, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). Up to 375,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On March 10, 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 3,450,000 founder shares outstanding and held by the Sponsor and the Company’s directors (up to 450,000 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option is not exercised in full). On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units. As a result, 125,000 founder shares were forfeited. On the date of the IPO, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer& Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On January 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO (the “Promissory Note”). These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the closing of the IPO. On February 1, 2021, the Sponsor funded to the Company $100,000 pursuant to the Promissory Note. On February 10, 2021, the Sponsor funded to the Company an additional $25,000 pursuant to the Promissory Note, for an aggregate amount of $125,000. On March 15, 2021, the Promissory Note in an aggregate amount of $125,000 was fully repaid by the Company to the Sponsor. On April 21, 2022, SP agreed to loan the Company $167,955 through the SP Promissory Note. The SP Promissory Note is non-interest bearing and payable in cash upon the closing of the Company’s Business Combination. In the event the Company fails to complete a Business Combination prior to the deadline set forth in its governing document, no payment will be due under the SP Promissory Note and the principal balance of the SP Promissory Note will be forgiven (See Note 9). Related Party Loans In order to meet the working capital needs following the consummation of the IPO if the funds not held in the Trust Account are insufficient, the Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no other proceeds from the Trust Account would be used for such repayment. At March 31, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee Commencing on the Effective Date of the registration statement through the acquisition of a target business, the Company will pay SP an aggregate fee of $10,000 per month for providing the Company with office space and certain office and secretarial services. The Company has recorded $30,000 and $7,097 for the three months ended March 31, 2022 and March 31, 2021, respectively. | Note 6 — Related Party Transactions Founder Shares On January 4, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). Up to 375,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On March 10, 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 3,450,000 founder shares outstanding and held by the Sponsor and the Company’s directors (up to 450,000 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option is not exercised in full). On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units. As a result, 125,000 founder shares were forfeited. On the date of the IPO, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer& Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On January 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO (the “Promissory Note”). These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the closing of the IPO. On February 1, 2021, the Sponsor funded to the Company $100,000 pursuant to the Promissory Note. On February 10, 2021, the Sponsor funded to the Company an additional $25,000 pursuant to the Promissory Note, for an aggregate amount of $125,000. On March 15, 2021, the Promissory Note in an aggregate amount of $125,000 was fully repaid by the Company to the Sponsor. Related Party Loans In order to meet the working capital needs following the consummation of the IPO if the funds not held in the Trust Account are insufficient, the Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no other proceeds from the Trust Account would be used for such repayment. At December 31, 2021 and 2020, no such Working Capital Loans were outstanding. Administrative Service Fee Commencing on the Effective Date of the registration statement through the acquisition of a target business, the Company will pay an affiliate of the Chief Executive Officer, an aggregate fee of $10,000 per month for providing the Company with office space and certain office and secretarial services. The Company has recorded 97,097 for the for the period from March 10, 2021 through December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements [Line Items] | ||
Fair Value Measurements | 9. FAIR VALUE MEASUREMENTS The following tables present the fair value of the Company’s financial instruments that are measured or disclosed at fair value on a recurring basis: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 165 $ — $ — Liabilities: Derivative liability — — (4,080 ) Warrant liability — — — Total $ 165 $ — $ (4,080 ) Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Warrant liability — — — Total $ 4,863 $ — $ (3,488 ) The fair values of the warrants were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. In order to determine the fair value of the warrants, the Company utilized a Black-Scholes option-pricing model. Estimates and assumptions impacting the fair value measurement include the fair value of the underlying shares, the remaining contractual or expected term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying stock on an as-converted basis. The Company considered the probability of a deemed liquidation event in determining the remaining expected term of the warrants, which was used as an input to the model. The Company lacks Company-specific historical and implied volatility information of its stock since there is currently no market. Therefore, it estimated its expected stock volatility based on the historical volatility of publicly traded guideline companies for a term equal to the remaining contractual or expected term of the warrants. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual or expected term of the warrants. The Company estimated no expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. Series C Warrants (April 2013 and November 2013) The Company revalued the warrants as of March 31, 2021 resulting in a change in fair value of $253. This change in fair value was recorded as a component of other expense, net, in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company determined the fair value of the April 2013 Series C redeemable convertible preferred stock warrants using the Black-Scholes-Merton option-pricing model using the following assumptions: March 31, Expected dividend rate 0 % Risk-free interest rate 0.24 % Expected volatility 46 % Expected term (in years) 2.39 Upon exercise in December 2021, the warrants were recorded as Series C Preferred Stock at their fair value of $5,816 upon net share settlement Common Stock Warrants (SVB March 2021 Note) The Company issued common stock warrants in connection with the SVB March 2021 Note (See Note 8 for additional information). The SVB March 2021 Note warrants were recorded based on the allocation of its relative fair of the debt proceeds of $2,316. The warrants were classified as equity instruments at inception with a corresponding discount recorded at issuance against the outstanding notes in connection with the SVB March 2021 Note. The common stock warrants are not subject to remeasurement at each subsequent balance sheet date due to their classification as equity instruments as they are considered indexed to the Company’s stock. As of March 31, 2022, none of these warrants have been exercised. The SVB March 2021 Note warrants expire in March 2031. The Company determined the fair value of the SVB March 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model using the following assumptions: SVB March 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.74 % Expected volatility 47 % Expected term (in years) 10.00 Derivative Liability (SNAP June 2020 Note) To determine the fair value of the embedded derivative associated with the SNAP June 2020 Note, the Company utilized the income approach model using the With and Without method. Using the With and Without method, the Company modeled expected cash flows to the noteholder under Next Equity Financing, Change in Control, SPAC/Private Investment in Public Equity, and IPO scenarios. The value of the Embedded Derivatives was determined as the differential value from the perspective of the With and Without Method. The Company utilized the following assumptions at the valuation date: December 31, Probability of Next Equity Financing 3 % Probability of SPAC/PIPE 95 % Probability of IPO 2 % 100 % Weighted average term (years) 0.27 Weighted average discount rate 25.00 % The significant unobservable inputs used in the fair value measurement of the derivative liability are the remaining expected term, the discount rate, and the probability of financing for each scenario. Significant increases (decreases) in the term would result in significantly lower (higher) fair value measurements. Significant increases (decreases) in the discount rate would result in significantly lower (higher) fair value measurements. As of March 31, 2022, the embedded derivative was valued at its intrinsic value due to the proximity of the valuation date to the closing of the Business Combination. This valuation method was materially consistent when compared to a fair value model adjusted for timing of the valuation to the transaction and using an increased probability of SPAC occurrence of 100%. The following table sets forth a summary of changes in fair value of the Company’s derivative liability and warrant liability for which fair value was determined by Level 3 inputs: Derivative Warrant Balance as of January 1, 2021 $ 2,380 $ 2,004 Change in fair value 1,150 253 Balance as of March 31, 2021 $ 3,530 $ 2,257 Derivative Warrant Balance as of January 1, 2022 $ 3,488 $ — Change in fair value 592 — Balance as of March 31, 2022 $ 4,080 $ — There were no transfers of financial instruments between the three levels of the fair value hierarchy for the three-month period ended March 31, 2022. The Company had no other financial assets or liabilities that were required to be measured at fair value on a recurring basis. | 9. FAIR VALUE MEASUREMENTS The following tables present the fair value of the Company’s financial instruments that are measured or disclosed at fair value on a recurring basis: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Warrant liability — — — Total $ 4,863 $ — $ (3,488 ) Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 35,856 $ — $ — Liabilities: Derivative liability — — (2,380 ) Warrant liability — — (2,004 ) Total $ 35,856 $ — $ (4,384 ) The fair values of the warrants were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. In order to determine the fair value of the warrants, the Company utilized a Black-Scholes option-pricing model. Estimates and assumptions impacting the fair value measurement include the fair value of the underlying shares, the remaining contractual or expected term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying stock on an as-converted basis. The Company considered the probability of a deemed liquidation event in determining the remaining expected term of the warrants, which was used as an input to the model. The Company lacks Company-specific historical and implied volatility information of its stock since there is currently no market. Therefore, it estimated its expected stock volatility based on the historical volatility of publicly traded guideline companies for a term equal to the remaining contractual or expected term of the warrants. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual or expected term of the warrants. The Company estimated no expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. Series B Warrants (September 2010 and March 2011) The Company revalued its Series B Warrants as of its exercise date in November 2020, resulting in an increase in fair value of approximately $269, which was recorded as a component of other expense, net, in the accompanying consolidated statements of operations and comprehensive loss, with a corresponding increase to the warrant liability on the consolidated balance sheets. The Company determined the fair value per share of the underlying Series B Preferred Stock by taking into consideration the most recent sales of its Preferred Stock, results obtained from third party valuations and additional factors that are deemed relevant. As a private company, specific historical and implied volatility information of its stock is not available. Therefore, the Company estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies for a term equal to the expected term of the Series B Warrants. This risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the expected term of the Series B Warrants. The Company estimated a 0% expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. In November 2020, the Series B Warrants were exercised in full resulting in the issuance of 101,574 Series B Preferred Stock at $1.97 per share in exchange for $200 and a decrease in the corresponding warrant liability of $1,931 representing its intrinsic value on the date of exercise. Therefore, the warrants were not subsequently revalued as of December 31, 2021 or 2020. Series C Warrants (April 2013 and November 2013) The Company revalued its Series C Warrants as of December 31, 2020 resulting in an increase in fair value of approximately $318, which was recorded as a component of other expense, net, in the accompanying consolidated statements of operations and comprehensive loss, with a corresponding increase to the warrant liability on the consolidated balance sheet. In December 2021, Series C Warrants were fully exercised. Immediately prior to their exercise, the Company revalued the warrants to their intrinsic value, resulting in a change in fair value of $3,812. This change in fair value was recorded as a component of other expense, net, in the accompanying consolidated statements of operations and comprehensive loss. The warrants were recorded as Series C Preferred Stock at their fair value of $5,816 upon net share settlement. The aggregate fair value of the Series C Warrants as of December 31, 2021 and 2020 was approximately $0 and $2,004, respectively. The Company determined the fair value of the April 2013 Series C Warrants using the Black-Scholes option-pricing model using the following assumptions: December 31, Expected dividend rate 0 % Risk-free interest rate 0.14 % Expected volatility 48 % Expected term (in years) 2.16 The Company determined the fair value of the November 2013 Series C Warrants using the Black-Scholes option-pricing model and the following assumptions: December 31, Expected dividend rate 0 % Risk-free interest rate 0.16 % Expected volatility 47 % Expected term (in years) 2.87 Common Stock Warrants (SVB March 2021 Note and SCI June 2021 Note) The Company issued common stock warrants in connection with the SVB March 2021 Note and SCI June 2021 Note (See Note 8 for additional information). The SVB March 2021 Note and SCI June 2021 Note warrants were recorded based on the allocation of its relative fair of the debt proceeds of $2,316 and $1,527, respectively. The warrants were classified as equity instruments at inception with a corresponding discount recorded at issuance against the outstanding notes in connection with the SVB March 2021 Note or as an asset in connection with the SCI June 2021 Note. The common stock warrants are not subject to remeasurement at each subsequent balance sheet date due to their classification as equity instruments as they are considered indexed to the Company’s stock. As of December 31, 2021, none of these warrants have been exercised. The SVB March 2021 Note warrants expire in March 2031 and the SCI June 2021 Note warrants expire in June 2031. The Company determined the fair value of the SVB March 2021 Note and SCI June 2021 Note common stock warrants at issuance using the Black-Scholes option-pricing model using the following assumptions, respectively: SVB March 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.74 % Expected volatility 47 % Expected term (in years) 10.00 SCI June 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.51 % Expected volatility 47 % Expected term (in years) 10.00 Derivative Liability (SNAP June 2020 Note) To determine the fair value of the embedded derivative associated with the SNAP June 2020 Note, the Company utilized the income approach model using the With and Without method. Using the With and Without method, the Company modeled expected cash flows to the noteholder under Next Equity Financing, Change in Control, SPAC/Private Investment in Public Equity, and IPO scenarios. The value of the Embedded Derivatives was determined as the differential value from the perspective of the With and Without Method. The Company utilized the following assumptions at the valuation date: December 31, December 31, Probability of Next Equity Financing 3 % 65 % Probability of SPAC/PIPE 95 % 33 % Probability of IPO 2 % 2 % 100 % 100 % Weighted average term (years) 0.27 0.26 Weighted average discount rate 25.00 % 8.63 % The significant unobservable inputs used in the fair value measurement of the derivative liability are the remaining expected term, the discount rate, and the probability of financing for each scenario. Significant increases (decreases) in the term would result in significantly lower (higher) fair value measurements. Significant increases (decreases) in the discount rate would result in significantly lower (higher) fair value measurements. The following table sets forth a summary of changes in fair value of the Company’s derivative liability and warrant liability for which fair value was determined by Level 3 inputs: Derivative Warrant Balance as of January 1, 2020 $ — $ 3,348 Initial fair value of derivative liability 6,481 — Extinguishment of derivative liability (5,360 ) — Exercise of warrants — (1,931 ) Change in fair value 1,259 587 Balance as of December 31, 2020 2,380 2,004 Change in fair value 1,108 3,812 Exercise of warrants — (5,816 ) Balance as of December 31, 2021 $ 3,488 $ — There were no transfers of financial instruments between the three levels of the fair value hierarchy for the years ended December 31, 2021 and 2020. The Company had no other financial assets or liabilities that were required to be measured at fair value on a recurring basis. |
Archimedes Tech Spac Partners Co [Member] | ||
Fair Value Measurements [Line Items] | ||
Fair Value Measurements | Note 6 — Fair Value Measurements Non-Recurring Fair Value Measurement The following table presents information about the Company’s Representative Shares that were measured at fair value on a non-recurring basis as of January 13, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. January 13, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Stockholders’ Equity: Representative Shares $ 2,024,463 $ - $ - $ 2,024,463 $ 2,024,463 $ - $ - $ 2,024,463 The estimated fair value of the Representative Shares on January 13, 2021, the date the Representative Shares were issued, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model utilizing the probability weighted expected return method are assumptions related to the expected stock-price volatility (pre-merger), the risk-free interest rate, and the expected restricted term. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected restricted term of the Representative Shares. The expected restricted term of the Representative Shares is simulated based on management assumptions regarding the timing and likelihood of completing the IPO and a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the Representative Shares were as follows at January 13, 2021: Input January 13, Restricted term (years) 1.11 Expected volatility 12.5 % Risk-free interest rate 0.12 % Stock price $ 9.37 Dividend yield 0 % Recurring Fair Value Measurement The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Mutual Fund held in Trust Account $ 133,022,440 $ 133,022,440 $ - $ - $ 133,022,440 $ 133,022,440 $ - $ - Liabilities: Warrant Liability $ 154,768 $ - $ - $ 154,768 $ 154,768 $ - $ - $ 154,768 December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Mutual Fund held in Trust Account $ 133,010,583 $ 133,010,583 $ - $ - $ 133,010,583 $ 133,010,583 $ - $ - Liabilities: Warrant Liability $ 247,514 $ - $ - $ 247,514 $ 247,514 $ - $ - $ 247,514 The estimated fair value of the warrant liability on March 31, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021: Input March 15, Expected term (years) 5.99 Expected volatility 24.3 % Risk-free interest rate 1.06 % Stock price $ 9.36 Dividend yield 0 % Exercise price $ 11.5 The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at December 31, 2021: Input December 31, 2021 Expected term (years) 5.30 Expected volatility 19.5 % Risk-free interest rate 1.29 % Stock price $ 9.58 Dividend yield 0 % Exercise price $ 11.5 The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 31, 2022: Input March 31, 2022 Expected term (years) 5.09 Expected volatility 10.4 % Risk-free interest rate 2.42 % Stock price $ 9.77 Dividend yield 0 % Exercise price $ 11.5 The following table sets forth a summary of the changes in the fair value of the warrant liability for the three months ended March 31, 2022: Warrant Fair value as of December 31, 2021 $ 247,514 Change in fair value (92,746 ) Fair value as of March 31, 2022 $ 154,768 The following table sets forth a summary of the changes in the fair value of the warrant liability for the three months ended March 31, 2021: Warrant Fair value as of December 31, 2020 $ - Initial valuation of warrant liability 270,307 Change in fair value 3,117 Fair value as of March 31, 2021 $ 273,424 | Note 7 — Fair Value Measurements Non-Recurring Fair Value Measurement The following table presents information about the Company’s Representative Shares that were measured at fair value on a non-recurring basis as of January 13, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. January 13, Quoted Significant Significant Stockholders’ Equity: Representative Shares $ 2,024,463 $ — $ — $ 2,024,463 $ 2,024,463 $ — $ — $ 2,024,463 The estimated fair value of the Representative Shares on January 13, 2021, the date the Representative Shares were issued, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model utilizing the probability weighted expected return method are assumptions related to the expected stock-price volatility (pre-merger), the risk-free interest rate, and the expected restricted term. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected restricted term of the Representative Shares. The expected restricted term of the Representative Shares is simulated based on management assumptions regarding the timing and likelihood of completing the IPO and a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the Representative Shares were as follows at January 13, 2021: Input January 13, Restricted term (years) 1.11 Expected volatility 12.5 % Risk-free interest rate 0.12 % Stock price $ 9.37 Dividend yield 0 % Recurring Fair Value Measurement The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Prices Significant Significant Assets: U.S. Mutual Fund held in Trust Account $ 133,010,583 $ 133,010,583 $ — $ — $ 133,010,583 $ 133,010,583 $ — $ — Liabilities: Warrant Liability $ 247,514 $ — $ — $ 247,514 $ 247,514 $ — $ — $ 247,514 The estimated fair value of the warrant liability on March 15, 2021 and December 31, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021: Input March 15, Expected term (years) 5.99 Expected volatility 24.3 % Risk-free interest rate 1.06 % Stock price $ 9.36 Dividend yield 0 % Exercise price $ 11.5 The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at December 31, 2021: Input December 31, Expected term (years) 5.30 Expected volatility 19.5 % Risk-free interest rate 1.29 % Stock price $ 9.58 Dividend yield 0 % Exercise price $ 11.5 The following table sets forth a summary of the changes in the fair value of the warrant liability for the year ended December 31, 2021: Warrant Fair value as of December 31, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 270,307 Change in fair value (22,793 ) Fair value as of December 31, 2021 $ 247,514 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Contingent Bonuses During the three months ended March 31, 2022, the Company declared discretionary bonuses of $670, with payment contingent upon the closing of the Business Combination. Contracts In August 2021, the Company entered into an exclusive agreement with a cloud service provider to host its voice artificial intelligence platform pursuant to which the Company committed to pay a minimum of $99,000 in cloud costs over a seven-year period subject to variable increases based on usage. Aggregate noncancelable future minimum payments are as follows: Remainder of 2022 as of March 31, 2022 $ 3,000 2023 7,000 2024 11,000 2025 14,000 2026 16,000 Thereafter 48,000 Total $ 99,000 Legal Proceedings From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on the financial position, results of operations or cash flows of the Company. Other Matters The Company has not historically collected U.S. state or local sales and use tax, or other similar taxes, in any jurisdiction. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. | 6. COMMITMENTS AND CONTINGENCIES Contracts In August 2021, the Company entered into an exclusive agreement with a cloud service provider to host its voice artificial intelligence platform pursuant to which the Company committed to pay $100,000 in cloud costs over a seven-year period contingent upon the successful completion of the Business Combination. Letters of Credit In conjunction with entering an 89-month lease in 2017 for the Santa Clara, California, facility, the Company agreed to issue a letter of credit for $1,656 to the landlord as a lease guarantee. The Company has cash equivalents deposited with a commercial bank as collateral against the letter of credit. The letter of credit was initially issued for a term of twelve months and is automatically renewed every twelve months for the entire term of the lease. If an event of default occurs, the landlord may draw upon the letter of credit. The letter of credit is reduced by $230 at the beginning of the 25 th Additionally, in conjunction with entering a five-year lease in 2015 for the San Francisco, California, facility, the Company agreed to issue a letter of credit for $94 as security for the Company’s performance of the provisions of the lease agreement. As of December 31, 2021, the restriction on cash expired. Legal Proceedings From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on the financial position, results of operations or cash flows of the Company. Other Matters The Company has not historically collected U.S. state or local sales and use tax, or other similar taxes, in any jurisdiction. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. Contingencies |
Archimedes Tech Spac Partners Co [Member] | ||
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares and Representative Shares (as defined below) issued and outstanding on the date of the IPO, as well as the holders of the Private Units and any units the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on March 10, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company use its best efforts to register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full). On March 15, 2021, the Company paid, in aggregate, a fixed underwriting discount of $2,400,000. On March 19, 2021, the Underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units and were, in aggregate, paid a fixed underwriting discount of $260,000. EarlyBirdCapital will have the right of first refusal for a period commencing from the consummation of the IPO until the consummation of the initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate the initial Business Combination within the Combination Period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with the initial Business Combination. In addition, under certain circumstances EarlyBirdCapital will be granted, for a period of one year from the closing of the IPO, the right to act as lead underwriter for the next U.S. registered public offering of securities, undertaken by any of the Company’s officers, for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses in the technology industry that have not been identified at the time of the IPO. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination. Representative Shares On January 13, 2021, the Company has issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at a purchase price of $0.0001 per share (the “Representative Shares”). The fair value of the Representative Shares was determined to be $2,024,463 (See Note 6). On March 10, 2021, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an additional 70,000 representative shares issued to EarlyBirdCapital for no consideration and an aggregate of 420,000 representative shares outstanding. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following March 10, 2021 pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the March 10, 2021 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period. Business Combination Legal Services Agreement On July 1, 2021, the Company entered into an agreement with its legal counsel, Loeb & Loeb (“Loeb”), whereby the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. For the three-month period ended March 31, 2022, the Company had accrued a total of $100,000 of legal fees. Consulting Agreement On March 16, 2021, the Company entered into a consulting agreement with Dr. Julia, a director of the Company, pursuant to which Dr. Julia agreed to introduce to the Company one or more potential candidates for the Company to pursue regarding a potential business combination in exchange for a single consulting fee equal to 1.0% of the enterprise value of the target company paid in cash, not to exceed 2.0% of the Trust Account, payable concurrent with the closing of the business combination with the target introduced by Dr. Julia. On November 15, 2021, the Company entered into a Merger Agreement with SoundHound, which Dr. Julia had introduced to the Company. Pursuant to the consulting agreement, upon the closing of the Business Combination, Dr. Julia will be entitled to a finder’s fee of $2,660,000. | Note 8 — Commitments and Contingencies Registration Rights The holders of the Founder Shares and Representative Shares (as defined below) issued and outstanding on the date of the IPO, as well as the holders of the Private Units and any units the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on March 10, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company use its best efforts to register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full). On March 15, 2021, the Company paid, in aggregate, a fixed underwriting discount of $2,400,000. On March 19, 2021, the Underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units and were, in aggregate, paid a fixed underwriting discount of $260,000. EarlyBirdCapital will have the right of first refusal for a period commencing from the consummation of the IPO until the consummation of the initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate the initial Business Combination within the Combination Period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with the initial Business Combination. In addition, under certain circumstances EarlyBirdCapital will be granted, for a period of one year from the closing of the IPO, the right to act as lead underwriter for the next U.S. registered public offering of securities, undertaken by any of the Company’s officers, for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses in the technology industry that have not been identified at the time of the IPO. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination. Representative Shares On January 13, 2021, the Company has issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at a purchase price of $0.0001 per share (the “Representative Shares”). The fair value of the Representative Shares was determined to be $2,024,463 (See Note 7). On March 10, 2021, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an additional 70,000 representative shares issued to EarlyBirdCapital for no consideration and an aggregate of 420,000 representative shares outstanding. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following March 10, 2021 pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the March 10, 2021 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period. Business Combination Legal Services Agreement The Company has entered into an agreement with its legal counsel, Loeb & Loeb (“Loeb”), whereby the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. As of December 31, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb. Consulting Agreement On March 16, 2021, the Company entered into a consulting agreement with Dr. Julia, a director of the Company, pursuant to which Dr. Julia agreed to introduce to the Company one or more potential candidates for the Company to pursue regarding a potential business combination in exchange for a single consulting fee equal to 1.0% of the enterprise value of the target company paid in cash, not to exceed 2.0% of the Trust Account, payable concurrent with the closing of the business combination with the target introduced by Dr. Julia. On November 15, 2021, the Company entered into a Merger Agreement with SoundHound Inc., which Dr. Julia had introduced to the Company. Pursuant to the consulting agreement, upon the closing of the Business Combination, Dr. Julia will be entitled to a finder’s fee of $2.66 million. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity [Line Items] | ||
Stockholders' Equity | Note 8 — Stockholders’ Equity Preferred Stock — Common Stock — Public Warrants Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount. | |
Archimedes Tech Spac Partners Co [Member] | ||
Stockholders' Equity [Line Items] | ||
Stockholders' Equity | Note 9 — Stockholders’ Equity Preferred Stock — Common Stock — Public Warrants Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount. |
Income Tax
Income Tax | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||
Income Tax | 16. INCOME TAXES The tax expense and the effective tax rate resulting from operations were as follows: Three Months Ended (In thousands) March 31, March 31, Income (loss) before income taxes $ (24,751 ) $ (19,093 ) Income tax expense $ 352 $ 167 Effective tax rate (1.42 )% (0.87 )% The increase in the effective tax rate for the three months ended March 31, 2022, compared to the three months ended March 31, 2021, is primarily due to the amount and mix of income (loss) from multiple tax jurisdictions and withholding taxes in excluded loss jurisdictions. The Company’s recorded effective tax rate differs from the U.S. statutory rate primarily due to an increase in the domestic valuation allowance caused by tax losses, foreign withholding taxes, and foreign tax rate differentials from the U.S. domestic statutory tax rate. The Company currently has valuation allowances recorded against its deductible temporary differences and net operating loss carryforwards in certain jurisdictions where the realizability of such deferred tax assets is substantially in doubt. Each quarter, the Company assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers available evidence, including significant events and transactions, both positive and negative, including reversing taxable temporary differences and forecasted earnings in assessing its need for a valuation allowance in each jurisdiction. As a result of the Company’s analysis, it concluded that it is more likely than not that a portion of its deferred tax assets will not be realized. Therefore, the Company continues to provide a valuation allowance against its deferred tax assets in certain jurisdictions. The Company continues to monitor available evidence and may reverse some or all its remaining valuation allowance in future periods, if appropriate. The Company has a recorded valuation allowance against its deferred tax assets of $86,694 thousand as of March 31, 2022, and $50,821 thousand as of March 31, 2021. | 16. INCOME TAXES The Company’s income (loss) before provision for income taxes for the years ended December 31, 2021 and 2020 consist of the following: 2021 2020 United States $ (79,962 ) $ (73,056 ) International 878 (613 ) $ (79,084 ) $ (73,669 ) The components of the provision for income taxes for the years ended December 31, 2021 and 2020 consist of the following: 2021 2020 Current: Federal $ — $ — State 5 3 International 339 594 $ 344 $ 597 2021 2020 Deferred: Federal $ — $ — State — — International 112 141 $ 112 $ 141 Total provision $ 456 $ 738 The Company has incurred net pre-tax losses in the United States only for all periods presented. The Company recorded an income tax expense of $456 and $738 for the years ended December 31, 2021 and 2020, which reflects withholding tax paid on the U.S. books for sales in Korea and estimated 2021 income tax related to foreign subsidiaries. The benefit from income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: 2021 2020 Federal statutory income tax rate 21.00 % 21.00 % State income tax rate, net of federal benefit 2.56 % 1.63 % Foreign withholding and income tax (0.49 )% (0.99 )% Research and development credits 2.03 % 2.51 % Change in valuation allowance (22.55 )% (20.44 )% Stock based compensation (0.92 )% (0.00 )% Non-deductible permanent expenses (1.26 )% (4.61 )% Other (0.95 )% (0.09 )% (0.58 )% (0.99 )% Deferred income tax reflects the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The categories that give rise to significant components of the deferred tax assets are as follows: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 70,808 $ 54,527 Research and development credits 10,650 9,035 Property and equipment and intangible assets 91 — Deferred revenue 3,662 2,752 Contract liability 1,154 2,282 Share-based compensation 1,235 1,036 Deferred rent — 378 Operating lease liabilities 2,861 — Debt issuance cost — 121 Accruals and reserves 863 989 Gross deferred tax assets 91,324 71,120 Valuation allowance (86,695 ) (68,760 ) Deferred tax liabilities: Property and equipment and intangible assets — (78 ) Right-of-use assets (2,461 ) — Gross deferred tax liabilities (2,461 ) (78 ) Net deferred tax assets $ 2,168 $ 2,282 Based on available objective evidence, management believes it is more-likely-than-not that the federal and state deferred tax assets will not be fully realized due to the Company’s cumulative losses. Accordingly, the Company has provided a valuation allowance on deferred tax assets in excess of deferred tax liabilities against its federal and state deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased by $17,934 and by $15,265 for the year ended December 31, 2021 and 2020, respectively. The Company is not asserting permanent reinvestment of its unrepatriated foreign earnings under APB23. Management has analyzed the unrepatriated foreign earnings balances and determined that the following balances exist according to U.S. GAAP as of December 31, 2021: $972 in Canada, $0 in China, $5,681 in Germany, $159 in Japan and $0 in Korea. Based on the U.S. income tax treaties with Japan and Germany, the Company is entitled to a reduced 0% withholding rate on dividends from the Japanese and German subsidiaries (respectively). Under the U.S. income tax treaty with Canada, the withholding tax rate on dividends is reduced to 5%. Based on the unrepatriated earnings balance of $972, the effective tax liability is approximately $49. Management deems this amount to be immaterial to the financials. As of December 31, 2021, the Company had net operating loss carry forwards of approximately $301,503 and $102,925 available to reduce future taxable income, if any, for both federal and state income tax purposes, respectively. Additionally, as of December 31, 2021, the Company had Germany net operating loss carryforwards of $3,383. The federal and state net operating loss carry forwards will start to expire in 2025 and 2028, respectively, with the exception of $212,867 in federal net operating loss carryforwards, which can be carried forward indefinitely. The Germany net operating losses can be carried forward indefinitely. The Company also had federal and state research and development credit carry forwards of approximately $8,900 and $7,993, respectively, at December 31, 2021. The federal credits will expire starting in 2029 if not utilized. State research and development tax credits will carry forward indefinitely. Under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state tax laws, if a corporation undergoes an ownership change, the utilization of net operating loss carryforwards and other tax attributes could be subject to an annual limitation. The annual limitation may result in the expiration of the net operating loss carryforwards and credits carryforwards before utilization. The Company has not undertaken a study to determine if ownership change has occurred as defined under IRC Section 382. In the event the Company previously experienced an ownership change, or should experience an ownership change in the future, the amount of net operating losses and research and development credit carryovers, which are reserved by a full deferred tax asset valuation allowance, could be limited and may expire unutilized. As of December 31, 2021, the Company has not filed its 2019 Germany income tax return. Accordingly, the Company has recognized $474 of interest and penalties expected to be owed with the late filing of the 2019 Germany income tax return, which have been included as other expense in the Company’s statement of operations with its consolidated financial statements. The Company’s tax years 2006 to 2021 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. On March 27, 2020 and December 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Consolidated Appropriation Act (CAA), respectively, as a result of the Coronavirus pandemic, which contain among other things, numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The company has evaluated the current legislation and at this time, does not anticipate the CARES Act or the CCA to have a material impact on its financial statements. |
Archimedes Tech Spac Partners Co [Member] | ||
Income Tax [Line Items] | ||
Income Tax | Note 10 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 51,171 $ 150 Capitalized costs related to Business Combination 82,920 — Federal net operating loss 77,042 — Total deferred tax asset 211,133 150 Valuation allowance (211,133 ) (150 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ — $ — Deferred 211,133 150 State Current — — Deferred — — Change in valuation allowance (211,133 ) (150 ) Income tax provision $ — $ — As of December 31, 2021, the Company has $366,866 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $210,982. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences 0.49 % Change in valuation allowance (21.49 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Line Items] | ||
Subsequent Events | 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 16, 2022, the date the condensed consolidated financial statements were issued. In April 2022, the Company received additional PIPE funding in connection with the Business Combination, resulting in an increase of $2,000 to the gross proceeds to be received from the transaction. In April 2022, the Company entered into a loan modification agreement with Silicon Valley Bank, which modified the original maturity date term of the SVB March 2021 Note. The agreement extended the note’s Early Maturity Date from April 26, 2022 to May 26, 2022. Refer to Note 8 for the SVB March 2021 Note’s original maturity date terms. On April 26, 2022, the Company and Archimedes Tech SPAC Partners Co. (“ATSP”) completed a merger resulting in the reverse recapitalization of the Company (the “Business Combination”) and the issuance of common stock in the PIPE investment. Upon the Closing of the Business Combination, ATSP changed its name to SoundHound AI, Inc. Cash proceeds of the Business Combination were funded through a combination of $5,357 held in trust by ATSP (following satisfaction of redemptions by public stockholders), and $113,000 in aggregate gross proceeds from PIPE investors in exchange for 11,300,000 shares of SoundHound AI Class A common stock that closed substantially contemporaneously with the Closing of the Business Combination. The combined company incurred $25,293 of expenses related to the transaction. After giving effect to these transactions, SoundHound received $93,064 in net proceeds, which are intended to be used for general corporate purposes, including investments in sales, marketing and advancement of product development, but which may also be used to acquire other companies in the Voice AI industry. | 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 9, 2022, the date the consolidated financial statements were issued. In January 2022, the Company entered into a new office lease agreement for office space in Tokyo, Japan. The lease commenced on January 1, 2022 and will expire on December 31, 2023. |
Archimedes Tech Spac Partners Co [Member] | ||
Subsequent Events [Line Items] | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. On April 9, 2022, the Company entered into a subscription agreement with an accredited investor (the “New Subscriber”) pursuant to which the New Subscriber agreed to purchase, and the Company has agreed to sell, 200,000 shares of common stock, par value $0.0001 per share, at a purchase price of $10.00 per share for gross proceeds of $2,000,000. On April 9, 2022, the Company entered into an agreement to engage Northland to serve as a capital markets advisor in connection with the Business Combination. The Company agreed an advisory fee in the amount of $500,000 payable to Northland upon the closing of the Business Combination, plus expenses. In addition to the advisory fee, the Company agreed to consider awarding, at the Company’s sole discretion, a discretionary fee to Northland in an amount not to exceed 2% of the balance of the funds in the Trust Account remaining after the closing. No such fee was paid. On April 9, 2022, the Company entered into an agreement to engage Wedbush to act as the Company’s strategic financial advisor in connection with the Business Combination. The Company agreed to pay Wedbush a fee in the amount of $750,000, with $500,000 payable no later than ten days after the close of the Business Combination and the remaining $250,000 payable in six monthly installments of $41,667 with the installment payments starting the first month after the close. On April 13, 2022, the Company entered into an agreement to engage IB CAP to act as the Company’s financial advisor and marketing agent in connection with the Business Combination. The Company agreed a fee in the amount of $550,000 payable to IB CAP upon the closing of the Business Combination. An affiliate of IB CAP acted as a “qualified independent underwriter” and co-manager in the Company’s Initial Public Offering. On April 14, 2022, the Company amended the lock-up agreement (the “Amendment”) previously entered into with the chief executive officer of SoundHound, Keyvan Mohajer, to extend the lock-up period applicable to Mr. Mohajer from six months to one year from the date of the closing of the Business Combination. On April 18, 2022, the Company entered into an agreement to engage CF&CO to act as the Company’s capital markets advisor in connection with the Business Combination. The Company agreed to pay an advisory fee in the amount of $750,000 to CF&CO upon the closing of the Business Combination, plus expenses. On April 21, 2022, SP agreed to loan the Company $167,955 through the SP Promissory Note. The SP Promissory Note is non-interest bearing and payable in cash upon the closing of the Company’s Business Combination. In the event the Company fails to complete a Business Combination prior to the deadline set forth in its governing document, no payment will be due under the SP Promissory Note and the principal balance of the SP Promissory Note will be forgiven. On April 26, 2022, the Company consummated its Business Combination with SoundHound pursuant to the Merger Agreement. The aggregate merger consideration paid by the Company to SoundHound security holders in connection with the Business Combination was an amount equal to $2,000,000,000, with outstanding SoundHound stock options and warrants assumed by the Company included on a net exercise basis. As a result of the Business Combination, the Company owns 100% of the outstanding common stock of SoundHound and the Company changed its name from “Archimedes Tech SPAC Partners Co.” to “SoundHound AI, Inc.” In connection with the Business Combination, an aggregate of $127,679,500 was paid from the Company’s Trust Account to holders that properly exercised their right to have their Public Shares redeemed, with remaining Trust Proceeds of approximately $5,356,628. Additionally, pursuant to subscription agreements the Company had previously entered into with certain Subscribers, the Subscribers purchased an aggregate of 11,300,000 shares of Class A Common Stock of the combined company for a purchase price of $10.00 per share in a private placement that closed concurrently with the Business Combination, for total PIPE Proceeds of $113,000,000. The Trust Proceeds and PIPE Proceeds were used for the payment of expenses incurred by the Company and SoundHound in connection with the Business Combination and the remaining proceeds will be used for general corporate purposes of the Company following the Business Combination. | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. On January 10, 2022, the Company filed a registration statement on Form S-4 (the “Form S-4”) with respect to the merger between the Company and SoundHound Inc. On February 14, 2022, the Company filed Amendment No. 1 to the Form S-4 to address comments the Company received from the SEC on February 9, 2022. |
Revenue Recognition
Revenue Recognition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | 3. REVENUE RECOGNITION Revenue Recognition The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues are generally recognized upon the transfer of control of promised products or services provided to customers, reflecting the amount of consideration the Company expects to receive for those products or services. The Company enters into contracts that can include various products or services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company derives its revenue primarily from the following performance obligations: (1) hosted services, (2) professional services, (3) monetization, and (4) licensing. Revenue is reported net of applicable sales and use taxes that are passed through to customers. The Company’s arrangements with customers may contain multiple obligations. Individual services are accounted for separately if they are distinct — that is, if a service is separately identifiable from other items in the contract and a customer can benefit from it in its own or with other resources that are readily available to the customer. The Company has the following performance obligations in contracts with customers: Hosted Services Hosted services, along with non-distinct customization, integration, maintenance and support professional services, allow customers to access the Houndify platform over the contract period without taking possession of the software. The contract terms of hosted services range from one year to twenty The Company has determined that the hosted services arrangements are a single performance obligation comprised of a series of distinct services, since each day of providing access to hosted services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided. These services are provided either on a usage basis (i.e., variable consideration) or on a fixed fee subscription basis. The Company recognizes revenue as each distinct service period is performed (i.e., recognized as incurred). Hosted services generally include up-front services to develop and/or customize the Houndify application to each customer’s specification. Judgement is required to determine whether these professional services are distinct from the hosted services. In making this determination, factors such as the degree of integration, the customers’ ability to start using the software prior to customization, and the availability of these services from other independent vendors are considered. In instances where the Company concluded that the up-front services are not distinct performance obligations, revenue for these activities is recognized over the period which the hosted services are provided and is included within hosted services revenue. Professional Services Revenue from distinct professional services, such as non-integrated development services, is either recognized over time based upon the progress towards completion of the project, or at a point in time at project completion. The Company assesses distinct professional services to determine whether the transfer of control is over-time or at a point in time. The Company considers three criteria in making their assessment including (1) the customer simultaneously receives and consumes the benefits; (2) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (3) the Company’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If none of the criteria are met, revenue is determined to be recognized at a point in time. For distinct professional services determined to be recognized over-time, measuring the stage of completion of a project requires significant judgement and estimates, including actual efforts spent in relation to estimated total costs and percentage of completion based on input and output measures. During the three months ended March 31, 2022, $567 of professional service revenue was recognized over time, with the remaining $0 recognized at a point in time when the performance obligation was completed and control of the service was transferred to the customer. During the three months ended March 31, 2021, no professional service revenue was recognized over time. Monetization Monetization revenues are primarily derived from advertising payments associated with ad impressions placed on the SoundHound music identification application. The Company derives an immaterial amount of revenue from, sales commissions earned from song purchases facilitated by the SoundHound app and App store fees paid for ads-free downloads of the SoundHound music identification app. The amount of revenue is based on actual monetization generated or usage, which represent a variable consideration with constrained estimates. Therefore, the Company recognizes the related revenues at a point in time when advertisements are placed, when commissions are paid or when the SoundHound application is downloaded. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as a principal or an agent in the transaction. The Company has determined that it does not act as the principal in monetization arrangements because it does not control the transfer of the service and it does not set the price. Based on these factors, the Company reports revenue on a net basis. Licensing The Company licenses voice solutions that are embedded in customer products. Licensing revenue is a distinct performance obligation that is recognized when control is transferred to the customer, which is at a point-in-time for non-customized solutions. Revenues generated from licensing is based on royalty models with a combination of minimum guarantees and per unit pricing. Royalty periods are generally subsequent to when control of the license passes to the customer. The Company records licensing revenue as a usage-based royalty from customers’ usage of intellectual property in the same period in which the underlying sale occurs. The Company provides assurance-type warranty services and to date, post-contract support has been an immaterial performance obligation within the context of the contract. When a contract has multiple performance obligations, the transaction price is allocated to each performance obligation based on its relative estimated standalone selling price (“SSP”). Judgments are required to determine the SSP for each distinct performance obligation. SSP is determined by maximizing observable inputs from pricing of standalone sales, when possible. Since prices vary from customer to customer based on customer relationship, volume discount and contract type, in instances where the SSP is not directly observable, the Company estimates SSP by considering the following factors: ● Costs of developing and supplying each performance obligation ● Industry standards ● Major product groupings ● Gross margin objectives and pricing practices, such as contractually stated prices, discounts offered, and applicable price lists These factors may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s best estimate of SSP may also change. For the three months ended March 31, 2022 and 2021, revenues under each performance obligation were: March 31, 2022 2021 Hosted services $ 3,344 $ 3,387 Professional services 567 — Monetization 208 352 Licensing 171 — Total $ 4,290 $ 3,739 For the three months ended March 31, 2022 and 2021, the disaggregated revenue by geographic location is as follows: March 31, 2022 2021 United States 1,389 1,068 Japan 927 1,033 Germany 683 1,019 France 459 — Korea 412 478 Other 420 141 Total $ 4,290 $ 3,739 For the three months ended March 31, 2022 and 2021, the disaggregated revenue by recognition pattern is as follows: March 31, 2022 2021 Over time revenue $ 3,911 $ 3,387 Point-in-time 379 352 Total $ 4,290 $ 3,739 The Company also disaggregates revenue by service type. This disaggregation consists of Product Royalties, Service Subscriptions and Monetization. Product Royalties revenue is derived from Houndified Products, which are voice-enabled tangible products across the automotive and consumer electronics industries. Revenue from Product Royalties is based on volume, usage, or life of the products, which are driven by number of devices, users, or unit of time. Service Subscription revenue is generated through Houndified Services, which include customer services, food ordering, content, appointments, and voice commerce. Subscription revenue is derived from monthly fees based on usage-based revenue, revenue per query or revenue per user. Both Houndified Products and Houndified Services may include professional services that develop and customize the Houndify platform to fit customers’ specific needs. Revenue from Monetization is generated from the SoundHound music identification app and is primarily attributable to user ad impression revenue. For the three months ended March 31, 2022 and 2021, the disaggregated revenue by service type is as follows: March 31, 2022 2021 Product Royalties $ 3,709 $ 2,984 Service Subscriptions 373 403 Monetization 208 352 Total $ 4,290 $ 3,739 Contract Balances The Company performs its obligations under a contract with a customer by licensing access to software or providing services in exchange for consideration from the customer. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a receivable, a contract asset or a contract liability. As of March 31, 2022 and December 31, 2021, the Company had contract assets included in prepaid expenses and other current assets of $141 and $54, respectively, in the condensed consolidated balance sheets. The Company did not record any asset impairment charges related to contract assets during the three-month period ended March 31, 2022. Revenue recognized for the three-month period ended March 31, 2022 and year ended December 31, 2021 that was included in the deferred revenues balances at the beginning of the reporting period was $2,162 and $14,945, respectively. As of March 31, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was $27,253. Given the applicable contract terms, $10,811 is expected to be recognized as revenue within one year and $12,144 is expected to be recognized between two five five The Company’s long-term contracts do not have significant financing components, as there is generally payment and performance in each year of the contract. If there is a period of one year or longer between the transfer of promised services and payment, it is generally for reasons other than financing and, thus, the Company does not adjust the transaction price for financing components. The Company elected the practical expedient to not adjust promised amounts of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. | 3. REVENUE RECOGNITION Revenue Recognition The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues are generally recognized upon the transfer of control of promised products or services provided to customers, reflecting the amount of consideration the Company expects to receive for those products or services. The Company enters into contracts that can include various products or services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company derives its revenue primarily from the following performance obligations: (1) hosted services, (2) professional services and (3) monetization. Revenue is reported net of applicable sales and use taxes that are passed through to customers. The Company’s arrangements with customers may contain multiple obligations. Individual services are accounted for separately if they are distinct — that is, if a service is separately identifiable from other items in the contract and a customer can benefit from it in its own or with other resources that are readily available to the customer. The Company has the following performance obligations in contracts with customers: Hosted Services Hosted services, along with non-distinct customization, integration, maintenance and support professional services, allow customers to access the Houndify platform over the contract period without taking possession of the software. The contract terms of hosted services range from one year to twenty The Company has determined that the hosted services arrangements are a single performance obligation comprised of a series of distinct services, since each day of providing access to hosted services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided. These services are provided either on a usage basis (i.e., variable consideration) or on a fixed fee subscription basis. The Company recognizes revenue as each distinct service period is performed (i.e., recognized as incurred). Hosted services generally include up-front services to develop and/or customize the Houndify application to each customer’s specification. Judgement is required to determine whether these professional services are distinct from the hosted services. In making this determination, factors such as the degree of integration, the customers’ ability to start using the software prior to customization, and the availability of these services from other independent vendors are considered. In instances where the Company concluded that the up-front services are not distinct performance obligations, revenue for these activities is recognized over the period which the hosted services are provided and is included within hosted services revenue. Professional Services Revenue from distinct professional services, such as non-integrated development services, is either recognized over time based upon the progress towards completion of the project, or at a point in time at project completion. The Company assesses distinct professional services to determine whether the transfer of control is over-time or at a point in time. The Company considers three criteria in making their assessment including (1) the customer simultaneously receives and consumes the benefits; (2) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (3) the Company’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If none of the criteria are met, revenue is determined to be recognized at a point in time. For distinct professional services determined to be recognized over-time, measuring the stage of completion of a project requires significant judgement and estimates, including actual efforts spent in relation to estimated total costs and percentage of completion based on input and output measures. During the year ended December 31, 2021, $2,446 of professional service revenue was recognized over time, with the remaining $4,696 recognized at a point in time when the performance obligation was completed and control of the service was transferred to the customer. During the year ended December 31, 2020, $2,194 of professional service revenue was recognized over time, with the remaining $886 recognized at a point in time when the performance obligation was completed and control of the service was transferred to the customer. Monetization Monetization revenues are primarily derived from advertising payments associated with ad impressions placed on the SoundHound music identification application. The Company derives an immaterial amount of revenue from, sales commissions earned from song purchases facilitated by the SoundHound app and App store fees paid for ads-free downloads of the SoundHound music identification app. The amount of revenue is based on actual monetization generated or usage, which represent a variable consideration with constrained estimates. Therefore, the Company recognizes the related revenues at a point in time when advertisements are placed, when commissions are paid or when the SoundHound application is downloaded. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as a principal or an agent in the transaction. The Company has determined that it does not act as the principal in monetization arrangements because it does not control the transfer of the service and it does not set the price. Based on these factors, the Company reports revenue on a net basis. When a contract has multiple performance obligations, the transaction price is allocated to each performance obligation based on its relative estimated standalone selling price (“SSP”). Judgments are required to determine the SSP for each distinct performance obligation. SSP is determined by maximizing observable inputs from pricing of standalone sales, when possible. Since prices vary from customer to customer based on customer relationship, volume discount and contract type, in instances where the SSP is not directly observable, the Company estimates SSP by considering the following factors: ● Costs of developing and supplying each performance obligation ● Industry standards ● Major product groupings ● Gross margin objectives and pricing practices, such as contractually stated prices, discounts offered, and applicable price lists These factors may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s best estimate of SSP may also change. For the years ended December 31, 2021 and 2020, revenues under each performance obligation were: December 31, 2021 2020 Hosted services $ 12,764 $ 8,563 Professional services 7,142 3,080 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 For the years ended December 31, 2021 and 2020, the disaggregated revenue by geographic location is as follows: December 31, 2021 2020 Germany $ 7,526 $ 3,339 United States 5,117 3,538 Japan 3,797 3,496 Korea 1,373 1,855 France 2,616 618 Other 768 171 Total $ 21,197 $ 13,017 For the years ended December 31, 2021 and 2020, the disaggregated revenue by recognition pattern is as follows: December 31, 2021 2020 Over time revenue $ 15,210 $ 10,757 Point-in-time 5,987 2,260 Total $ 21,197 $ 13,017 The Company also disaggregates revenue by service type. This disaggregation consists of Product Royalties, Service Subscriptions and Monetization. Product Royalties revenue is derived from Houndified Products, which are voice-enabled tangible products across the automotive and consumer electronics industries. Revenue from Product Royalties is based on volume, usage, or life of the products, which are driven by number of devices, users, or unit of time. Service Subscription revenue is generated through Houndified Services, which include customer services, food ordering, content, appointments, and voice commerce. Subscription revenue is derived from monthly fees based on usage-based revenue, revenue per query or revenue per user. Both Houndified Products and Houndified Services may include professional services that develop and customize the Houndify platform to fit customers’ specific needs. Revenue from Monetization is generated from the SoundHound music identification app and is primarily attributable to user ad impression revenue. For the years ended December 31, 2021 and 2020, the disaggregated revenue by service type is as follows: December 31, 2021 2020 Product Royalties $ 18,356 $ 10,372 Service Subscriptions 1,550 1,271 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 Contract Balances The Company performs its obligations under a contract with a customer by licensing access to software or providing services in exchange for consideration from the customer. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a receivable, a contract asset or a contract liability. As of December 31, 2021 and 2020, the Company had contract assets included in prepaid expenses and other current assets of $54 and $43, respectively, in the consolidated balance sheets. The Company did not record any asset impairment charges related to contract assets during the year ended December 31, 2021. Revenue recognized for the years ended December 31, 2021 and 2020 that was included in the deferred revenues balances at the beginning of the reporting period was $14,945 and $7,503, respectively. The significant decrease in deferred revenue as of December 31, 2021 compared to the beginning of the reporting period is primarily due to recognition of $4,346 revenue related to a one-time contract modification to reduce the scope of the Company’s performance obligation, in addition to satisfying its servicing performance obligations for other contracts. As of December 31, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was $31,323. Given the applicable contract terms, $8,034 is expected to be recognized as revenue within one year and $14,858 is expected to be recognized between two five five The Company’s long-term contracts do not have significant financing components, as there is generally payment and performance in each year of the contract. If there is a period of one year or longer between the transfer of promised services and payment, it is generally for reasons other than financing and, thus, the Company does not adjust the transaction price for financing components. The Company elected the practical expedient to not adjust promised amounts of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: March 31, December 31, Computer equipment $ 20,686 $ 20,571 Software and voice recordings 8,912 8,687 Leasehold improvements 3,826 3,567 Furniture and fixtures 741 729 Total, at cost 34,165 33,554 Less: accumulated depreciation and amortization (28,691 ) (27,399 ) Total property and equipment, net $ 5,474 $ 6,155 The property and equipment account includes assets under finance lease obligations (see Note 13 for additional information) with an aggregate cost of approximately $6,731 and $6,975 as of March 31, 2022 and December 31, 2021 and accumulated depreciation of approximately $4,470 and $4,293 as of March 31, 2022 and December 31, 2021, respectively. Depreciation and amortization expense totaled approximately $1,292 and $1,451 for the three months ended March 31, 2022 and 2021, respectively. | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: December 31, December 31, Computer equipment $ 20,571 $ 19,867 Software and voice recordings 8,687 8,335 Leasehold improvements 3,567 3,560 Furniture and fixtures 729 720 Construction in progress — 6 Total, at cost 33,554 32,488 Less: accumulated depreciation and amortization (27,399 ) (22,053 ) Total property and equipment, net $ 6,155 $ 10,435 The property and equipment account includes assets under finance lease obligations (see Note 13 for additional information) with an aggregate cost of approximately $16,622 and $16,278 and accumulated depreciation of approximately $13,938 and $11,673 as of December 31, 2021 and 2020, respectively. Depreciation and amortization expense totaled approximately $5,502 and $6,037 for the years ended December 31, 2021 and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure of Accrued Liabilities [Abstract] | ||
ACCRUED LIABILITIES | 5. ACCRUED LIABILITIES Accrued liabilities on the consolidated balance sheets are comprised of the following as of March 31, 2022 and December 31, 2021, respectively: March 31, December 31, Accrued compensation expenses $ 7,548 $ 3,802 Accrued interest 1,554 1,369 Accrued vendor payables 1,511 1,109 Accrued professional services 925 934 Other accrued liabilities 165 84 $ 11,703 $ 7,298 | 5. ACCRUED LIABILITIES Accrued liabilities on the consolidated balance sheets are comprised of the following as of December 31, 2021 and 2020, respectively: December 31, December 31, Accrued compensation expenses $ 3,802 $ 2,692 Accrued interest 1,369 — Accrued vendor payables 1,109 509 Accrued professional services 934 149 Other accrued liabilities 84 61 $ 7,298 $ 3,411 The Company recorded accrued interest of $395 as of December 31, 2020 under other liabilities, non-current on the Company’s consolidated balance sheet related to the promissory note issued in June 2020 (“SNAP June 2020 Note”). See Note 8 for further information. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
WARRANTS | 7. WARRANTS In connection with the issuance of the April 2013 Note and November 2013 Note, the Company issued detachable warrants to purchase 44,708 and 89,418 shares of Series C Preferred Stock (“Series C Warrants”), respectively, at $6.71 per share to the lenders, which were immediately exercisable. In December 2021, all outstanding 134,126 shares of warrants related to April 2013 Note and November 2013 were net exercised, leading to a net issuance of 116,150 shares of Series C Preferred Stock. As of March 31, 2022 and December 31, 2021, the fair value of the warrant liability was $0. In connection with the issuance of the Company’s 2021 note payable (“SVB March 2021 Note”) and 2021 convertible note (“SCI June 2021 Note”), the Company issued detachable warrants to purchase 127,570 and 63,785 shares of common stock, respectively, with an exercise price of $20.37 per share to the lenders, which were immediately exercisable. The Company recorded the warrants initially at fair value (see Note 9 for additional information) as paid-in-capital on the condensed consolidated balance sheets based on the allocation of its relative fair value of the debt proceeds. See Note 9 for additional information on the fair value calculation. The fair value in relation to the SVB March 2021 Note was allocated to the notes as a discount. The fair value in relation to the SCI June 2021 Note was capitalized as an asset, as the underlying debt bears similarity to a revolving commitment. As the warrants were classified as equity, they are not subject to remeasurement at the end of each reporting period. The initial allocated fair value of the warrants as of March 31, 2021 and June 14, 2021 was $2,316 and $1,526, respectively. The warrants have a ten-year expiration date from the applicable closing date of March 2031 and June 2031, respectively. During the three months ended March 31, 2022, no warrants were exercised. | 7. WARRANTS In connection with the issuance of promissory notes in September 2010 and March 2011, the Company issued detachable warrants to purchase 76,180 and 25,394 shares of Series B Preferred Stock (“Series B Warrants”), respectively, at $1.97 per share to the lenders, which were immediately exercisable. The warrants have a ten-year expiration date from the applicable closing date of September 2020 and March 2021. The remaining warrants were exercised during the year ended December 31, 2020 and, therefore, were no longer outstanding as of December 31, 2020. In connection with the issuance of the April 2013 Note and November 2013 Note, the Company issued detachable warrants to purchase 44,708 and 89,418 shares of Series C Preferred Stock (“Series C Warrants”), respectively, at $6.71 per share to the lenders, which were immediately exercisable. In December 2021, all outstanding 134,126 shares of warrants related to April 2013 Note and November 2013 were net exercised, leading to a net issuance of 116,150 shares of Series C Preferred Stock. This resulted into $3,812 recorded as other expense, net within the consolidated statements of operations and comprehensive loss for the change in the fair value of the warrant liability immediately before exercise. As of December 31, 2021 and 2020, the fair value of the warrant liability was $0 and $2,004, respectively. In connection with the issuance of the Company’s 2021 note payable (“SVB March 2021 Note”) and 2021 Convertible Note (“SCI June 2021 Note”), the Company issued detachable warrants to purchase 127,570 and 63,785 shares of common stock, respectively, with an exercise price of $20.37 per share to the lenders, which were immediately exercisable. The Company recorded the warrants initially at fair value (see Note 9 for additional information) as paid-in-capital on the consolidated balance sheets based on the allocation of its relative fair value of the debt proceeds. See Note 9 for additional information on the fair value calculation. The fair value in relation to the SVB March 2021 Note was allocated to the notes as a discount. The fair value in relation to the SCI June 2021 Note was capitalized as an asset, as the underlying debt bears similarity to a revolving commitment. As the warrants were classified as equity, they are not subject to remeasurement at the end of each reporting period. The initial allocated fair value of the warrants as of March 31, 2021 and June 14, 2021 was $2,316 and $1,527, respectively. The warrants have a ten-year expiration date from the applicable closing date of March 2031 and June 2031, respectively. |
Convertible Notes and Note Paya
Convertible Notes and Note Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES AND NOTE PAYABLE | 8. CONVERTIBLE NOTES AND NOTE PAYABLE SNAP June 2020 Note In June 2020, the Company issued a promissory note, the SNAP June 2020 Note, to a Lender in exchange for $15,000 in cash proceeds. This note has an annual interest rate of 5% and a maturity date of June 26, 2022, if not converted earlier pursuant to conversion terms and change in control events as described below. All unpaid interest and principal are due and payable upon request of the Lender on or after the SNAP June 2020 Note’s maturity date. The outstanding principal balance and unpaid accrued interest of the SNAP June 2020 Note are convertible pursuant to the following terms (“SNAP June 2020 Note Conversion Feature” or “Conversion Feature”): automatic conversion into equity shares in the next equity financing round (“SNAP June 2020 Note Qualified Financing,” or “Qualified Financing”) at a conversion price equal to either (a) the lowest cash price per share paid by investors in such qualified financing (which will reflect at least a 20% discount to the price per share paid by other investors purchasing securities in additional closings), or (b) if there are no additional closings, 0.80 times the price per share paid by investors purchasing equity securities in the Qualified Financing. The SNAP June 2020 Note Qualified Financing shall be at least $30,000, which excludes the conversion of the SNAP June 2020 Note and any other indebtedness. Furthermore, upon a change of control event, the Company shall settle the SNAP June 2020 Note in cash, pursuant to the following terms (“Redemption Features”): — 200% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note; and — 100% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note, provided that if the change of control transaction closes between the Company and the Lender or an affiliate of the Lender. The Company evaluated whether the SNAP June 2020 Note contains embedded features that meet the definition of derivatives under ASC 815, Derivatives and Hedging. The Conversion Feature qualifies as a derivative as it continuously resets as the underlying stock price increases or decreases so as to provide a variable number of shares for a fixed value of equity to the holders at any conversion date. As such, the Conversion Feature is bifurcated and accounted for as a derivative liability to be remeasured at the end of each reporting period. The Company recorded the bifurcated Conversion Feature initially at fair value with the residual value being allocated to the SNAP June 2020 Note as a debt discount. The fair value of the Conversion Feature upon issuance in June 2020 was $2,460, which was recorded as a derivative liability on the Company’s condensed consolidated balance sheet. The Redemption Feature of the SNAP June 2020 Note does not meet the definition of a derivative. Therefore, the Redemption Feature is not bifurcated. The total amount of debt discount at issuance for the SNAP June 2020 Note was $2,529. The Company amortized the aggregate debt discount using the effective interest method. The Company recognized total interest expense of $515 associated with the SNAP June 2020 Note for the three months ended March 31, 2022, out of which $330 relates to the amortization of the debt discount. The debt discount related to the SNAP June 2020 Note is amortized over the life of the instrument, beginning at note issuance and ending on June 26, 2022, the date of maturity. The SNAP June 2020 Note contains a conversion feature in which outstanding principal and any unpaid accrued interest automatically converts into equity securities. This conversion occurs when the Company issues and sells equity securities in a bona fide equity financing with total proceeds to the Company totaling more than $30,000, excluding the face value of the SNAP June 2020 Note (“SNAP June 2020 Note Qualified Financing”). The following table summarizes the unamortized debt discount, fair value of conversion feature, and accrued interest as of March 31, 2022 and December 31, 2021, and fair value remeasurement for the three months ended March 31, 2022 and March 31, 2021: March 31, December 31, Unamortized debt discount $ 327 $ 657 Fair value of conversion feature $ 4,080 $ 3,488 Accrued interest $ 1,321 $ 1,136 Three Months Three Months March 31, Remeasurement of conversion feature – gain/(loss) $ (592 ) $ (1,150 ) Accrued interest is included in accrued liabilities on the condensed consolidated balance sheets to reflect the classification of the SNAP June 2020 Note as short-term in nature on March 31, 2022 and December 31, 2021. The Company recorded the remeasurement of derivative liabilities in other expense, net on the condensed consolidated statements of operations and comprehensive loss. SVB March 2021 Note In March 2021, the Company entered into a loan and security agreement with a commercial bank to borrow $30,000 along with the issuance of warrants to purchase 127,570 shares of the Company’s common stock. The warrant’s allocated fair value was $2,316 at issuance. The SVB March 2021 Note also contains a final payment provision of $1,050. The warrants were recognized as a debt discount at issuance and recorded as a reduction of the debt balance under a relative fair value approach. The Company recorded the final payment as an increase to the principal balance and debt discount for the entire payment amount. The Company is amortizing the discounts on an effective interest basis over the period from issuance through the Early Maturity Date (as defined below). The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of March 31, 2022, the interest rate was 9.25%. Payments are interest-only for the first twelve months and are fully amortizable thereafter. The Company recorded interest expense in the condensed consolidated statements of operations and comprehensive loss for the three-month period ended March 31, 2022 of $675, of which $233 remained unpaid as accrued interest. The term loan amortization date is April 1, 2022, with an opportunity for a six-month extension if certain performance milestones are met. The total amount of debt discount at issuance was $3,532. As of March 31, 2022 and December 31, 2021, the unamortized debt discount totaled $240 and $1,086, respectively. The maturity date of the loan is April 26, 2022 (“Early Maturity Date”), with an opportunity for extension to September 2024 or March 2025 if certain performance milestones are met, including the conversion of the SNAP June 2020 Note. Accordingly, the Company has classified the entire note payable balance as short-term as of March 31, 2022. SCI June 2021 Note In June 2021, the Company entered into a loan and security agreement with a lender to obtain credit extensions to the Company. Extensions may be requested in $5,000 increments up to a total commitment amount of $15,000. The Company drew an initial $5,000 on June 14, 2021 and the remaining $10,000 on December 1, 2021. The SCI June 2021 Note also contains a final payment provision of 3.5% on each draw or $525 in total. Additionally, warrants were issued alongside the convertible note to purchase 63,785 shares of SoundHound’s common stock. The warrant’s allocated fair value was $1,526 at issuance. The Company recorded the final payment as an increase to the principal balance and debt discount for the entire payment amount upon each draw. As the warrants and discounts of $2,150 are directly attributable to the total commitment of $15,000, the Company has presented its unamortized debt issuance cost associated with this convertible note as a current asset, recorded as debt issuance cost on the condensed consolidated balance sheets. The Company is amortizing the cost on a straight-line basis from the issuance date through the early maturity date of June 26, 2022. The Company recorded $566 in interest expense related to the debt discounts during the three-month period ended March 31, 2022. As of March 31, 2022, the unamortized debt discount totaled $566. The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of March 31, 2022, the interest rate is 9.25%. Payments are interest-only for the first twelve months and are fully amortizing thereafter. The Company incurred and paid $338 in stated interest in the condensed consolidated statements of operations and comprehensive loss for the three-month period ended March 31, 2022. The loan amortization date is June 1, 2022, with an opportunity for a six-month extension if certain performance milestones are met. The maturity date of the loan is the earlier of May 2025 or when the SNAP June 2020 Note is either paid in full or matures on June 26, 2022. Upon mutual consent of the Company and its Agent, the outstanding principal amount of term loan advances may be converted into equity securities that are issued by SoundHound in an Initial Public Offering (“IPO”) or by a Special Purpose Acquisition Company (“SPAC”) during a private placement sale of SoundHound’s equity securities that closes substantially concurrently with the closing of a SPAC acquisition. If conversion occurs in connection with an IPO, the conversion of the principal amount shall be into the same class and series of equity securities for the initial price per security to the public sold in the IPO. If conversion occurs in connection with a SPAC, the conversion of principal amount shall be into the equity securities purchased by other investors in the SPAC at the same share price and upon the same terms. As of March 31, 2022, the Company has classified the SCI June 2021 Note as a current liability on its condensed consolidated balance sheet. The below table summarizes the Company’s debt balances as of March 31, 2022 and December 31, 2021: March 31, SVB March 2021 Note payable, current portion $ 31,050 Unamortized loan discount (240 ) Carrying value $ 30,810 March 31, 2022 SNAP SCI Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (327 ) — (327 ) Total $ 14,673 $ 15,525 $ 30,198 Unamortized debt issuance cost recorded as an asset $ — $ 566 $ 566 December 31, SVB March 2021 Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 December 31, 2021 SNAP June 2020 SCI Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (657 ) — (657 ) Total $ 14,343 $ 15,525 $ 29,868 Unamortized debt issuance cost recorded as an asset $ — $ 1,132 $ 1,132 Additionally, interest expense on the condensed consolidated statements of operations and comprehensive loss is inclusive of stated interest incurred on the Company’s debt instruments during the relevant periods, as well as the amortization of debt discounts and issuance costs. The life of each instrument may be shortened if a lender demands payment if certain events occur that are outside the control of the Company. | 8. CONVERTIBLE NOTES AND NOTE PAYABLE 2020 Convertible Notes In May 2020, the Company issued a convertible promissory note (“May Note”) to a Lender in exchange for $25,000 in cash proceeds. The May Note had an annual interest rate of 5% and a maturity date of May 15, 2022. All unpaid interest and principal are due and payable upon request of the Lender on or after the May Note’s maturity date. In June 2020, the Company issued a promissory note, the SNAP June 2020 Note, to a Lender in exchange for $15,000 in cash proceeds. This note has an annual interest rate of 5% and a maturity date of June 26, 2022, if not converted earlier pursuant to conversion terms and change in control events as described below. All unpaid interest and principal are due and payable upon request of the Lender on or after the SNAP June 2020 Note’s maturity date. The outstanding principal balance and unpaid accrued interest of the May Note and SNAP June 2020 Note are convertible pursuant to the following terms (“May Note Conversion Feature,” “SNAP June 2020 Note Conversion Feature,” collectively, “Conversion Features”): automatic conversion into equity shares in the next equity financing round (“May Note Qualified Financing,” “SNAP June 2020 Note Qualified Financing,” collectively, “Qualified Financing”) at a conversion price equal to either (a) the lowest cash price per share paid by investors in such qualified financing (which will reflect at least a 20% discount to the price per share paid by other investors purchasing securities in additional closings), or (b) if there are no additional closings, 0.80 times the price per share paid by investors purchasing equity securities in the Qualified Financing. The May Note Qualified Financing shall be at least $40,000, which includes the conversion of the May Note but excludes any other indebtedness. The SNAP June 2020 Note Qualified Financing shall be at least $30,000, which excludes the conversion of the SNAP June 2020 Note and any other indebtedness. Furthermore, upon a change of control event, the Company shall settle both the May Note and SNAP June 2020 Note in cash, pursuant to the following terms (“Redemption Features”): — 200% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note; and — 100% of the then outstanding principal amount of the respective note plus any unpaid accrued interest on the original principal of such note, provided that if the change of control transaction closes between the Company and the Lender or an affiliate of the Lender. The Company evaluated whether the Convertible Notes contain embedded features that meet the definition of derivatives under ASC 815, Derivatives and Hedging. The Conversion Features qualify as derivatives as they continuously reset as the underlying stock price increases or decreases so as to provide a variable number of shares for a fixed value of equity to the holders at any conversion date. As such, the Conversion Features were bifurcated and accounted for as a derivative liability to be remeasured at the end of each reporting period. The Company recorded the bifurcated Conversion Features initially at fair value with the residual value being allocated to the Convertible Notes as a debt discount. The fair value of the Conversion Features upon issuance in May 2020 and June 2020, were $4,060 and $2,460, respectively, and were recorded as a derivative liability on the Company’s Consolidated Balance Sheet. The Redemption Features of the Convertible Notes do not meet the definition of derivatives. Therefore, the Redemption Features are not bifurcated. The Company evaluated whether the Convertible Notes contain embedded features that meet the definition of derivatives under ASC 815, Derivatives and Hedging. The Company determined that certain conversion features met criteria to be bifurcated as derivative liabilities to be remeasured at the end of each reporting period. The Company recorded the bifurcated conversion features initially at fair value with the residual value being allocated to the convertible notes as a debt discount. The redemption features of the May Note and SNAP June 2020 Note do not meet the definition of derivatives. Therefore, the redemption features are not bifurcated. The total amount of debt discount at issuance for the May Note and SNAP June 2020 Note was $4,175 and $2,529, respectively. The Company amortized the aggregate debt discount using the effective interest method. The Company recognized total interest expense of $2,015 associated with the SNAP June 2020 Note for the year ended December 31, 2021, out of which $1,265 relates to the amortization of the debt discount. The Company recognized total interest expense of $1,724 associated with the May Note and SNAP June 2020 Note for the year ended December 31, 2020, out of which $1,050 relates to the amortization of the debt discount. The debt discount related to the SNAP June 2020 Note is amortized over the life of the instrument, beginning at note issuance and ending on June 26, 2022, the date of maturity. The May Note contains a conversion feature in which outstanding principal and any unpaid accrued interest automatically converts into equity securities. This conversion occurs when the Company issues and sells equity securities in a bona fide equity financing with total proceeds to the Company totaling more than $40,000, including the face value of the May Note before the May Note’s maturity date (“May Note Qualified Financing”). The SNAP June 2020 Note contains a similar conversion feature, differing where total proceeds must exceed $30,000, excluding the face value of the SNAP June 2020 Note (“SNAP June 2020 Note Qualified Financing”). In August 2020, the Company issued Series D-3A Preferred Stock (“Series D-3A”) for proceeds in aggregate of approximately $40,300. The Series D-3A financing meets the definition of the May Note Qualified Financing. As a result, the May Note, with then outstanding principal balance of $25,000 and accrued unpaid interest of $288, were automatically converted into 766,293 shares of Series D-3A resulting in an extinguishment of the outstanding principal balance and accrued net of unamortized discount of $21,268, extinguishing the derivative liability at fair value of $5,360 at the acquisition price of Series D-3A of $30,652. In connection with the extinguishment, the Company recognized a loss of $3,775 on the consolidated statements of operations and comprehensive loss. The Series D-3A financing did not meet the definition of the SNAP June 2020 Note Qualified Financing and, as such, the SNAP June 2020 Note remained outstanding as of December 31, 2021, and December 31, 2020. The following table summarizes the unamortized debt discount, fair value of conversion feature, and accrued interest as of December 31, 2021 and 2020, and fair value remeasurement for the years ended December 31, 2021 and 2020: December 31, December 31, Unamortized debt discount $ 657 $ 1,942 Fair value of conversion feature $ 3,488 $ 2,380 Accrued interest $ 1,136 $ 395 December 31, December 31, Remeasurement of conversion feature – gain/(loss) $ (1,108 ) $ 80 Accrued interest is included in accrued liabilities as of December 31, 2021, and other non-current liabilities as of December 31, 2020, on the consolidated balance sheets to reflect the classification of the SNAP June 2020 Note as short-term in nature on December 31, 2021 and long-term in nature as of December 31, 2020. The Company recorded the remeasurement of derivative liabilities in other expense, net on the consolidated statements of operations and comprehensive loss. SVB March 2021 Note In March 2021, the Company entered into a loan and security agreement with a commercial bank to borrow $30,000 along with the issuance of warrants to purchase 127,570 shares of the Company’s common stock. The warrant’s allocated fair value was $2,316 at issuance. The SVB March 2021 Note also contains a final payment provision of $1,050. The warrants were recognized as a debt discount at issuance and recorded as a reduction of the debt balance under a relative fair value approach. The Company recorded the final payment as an increase to the principal balance and debt discount for the entire payment amount. The Company is amortizing the discounts on an effective interest basis over the period from issuance through the Early Maturity Date (as defined below). The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of December 31, 2021, the interest rate was 9%. Payments are interest-only for the first twelve months and are fully amortizable thereafter. The Company recorded interest expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 of $4,508, of which $233 remained unpaid as accrued interest. The term loan amortization date is April 1, 2022, with an opportunity for a six-month extension if certain performance milestones are met. The total amount of debt discount at issuance was $3,532. As of December 31, 2021, the unamortized debt discount totaled $1,086. The maturity date of the loan is April 26, 2022 (“Early Maturity Date”), with an opportunity for extension to September 2024 or March 2025 if certain performance milestones are met, including the conversion of the SNAP June 2020 Note. Accordingly, the Company has classified the entire note payable balance as short-term as of December 31, 2021. SCI June 2021 Note In June 2021, the Company entered into a loan and security agreement with a lender to obtain credit extensions to the Company. Extensions may be requested in $5,000 increments up to a total commitment amount of $15,000. The Company drew an initial $5,000 on June 14, 2021 and the remaining $10,000 on December 1, 2021. The SCI June 2021 Note also contains a final payment provision of 3.5% on each draw or $525 in total. Additionally, warrants were issued alongside the convertible note to purchase 63,785 shares of SoundHound’s common stock. The warrant’s allocated fair value was $1,527 at issuance. The Company recorded the final payment as an increase to the principal balance and debt discount for the entire payment amount upon each draw. As the warrants and discounts of $2,150 are directly attributable to the total commitment of $15,000, the Company has presented its unamortized debt issuance cost associated with this convertible note as a current asset, recorded as debt issuance cost on the consolidated balance sheets. The Company is amortizing the cost on a straight-line basis from the issuance date through the early maturity date of June 26, 2022. The Company recorded $1,018 in interest expense related to the debt discounts during the year ended December 31, 2021. As of December 31, 2021, the unamortized debt discount totaled $1,132. The loan bears interest at an annual rate equal to the greater of 9% or 5.75% above the Prime Rate. As of December 31, 2021, the interest rate is 9%. Payments are interest-only for the first twelve months and are fully amortizing thereafter. The Company incurred and paid $329 in stated interest in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The loan amortization date is June 1, 2022, with an opportunity for a six-month extension if certain performance milestones are met. The maturity date of the loan is the earlier of May 2025 or when the SNAP June 2020 Note is either paid in full or matures on June 26, 2022. Upon mutual consent of the Company and its Agent, the outstanding principal amount of term loan advances may be converted into equity securities that are issued by SoundHound in an Initial Public Offering (“IPO”) or by a Special Purpose Acquisition Company (“SPAC”) during a private placement sale of SoundHound’s equity securities that closes substantially concurrently with the closing of a SPAC acquisition. If conversion occurs in connection with an IPO, the conversion of the principal amount shall be into the same class and series of equity securities for the initial price per security to the public sold in the IPO. If conversion occurs in connection with a SPAC, the conversion of principal amount shall be into the equity securities purchased by other investors in the SPAC at the same share price and upon the same terms. As of December 31, 2021, the Company has classified the SCI June 2021 Note as a current liability on its consolidated balance sheet. The below table summarizes the Company’s debt balances as of December 31, 2021 and 2020: December 31, SVB March 2021 Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 December 31, 2021 SNAP June 2020 SCI June 2021 Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (657 ) — (657 ) Total $ 14,343 $ 15,525 $ 29,868 Unamortized debt issuance cost recorded as an asset $ — $ 1,132 $ 1,132 December 31, SNAP Convertible notes, net of current portion $ 15,000 Unamortized loan discount (1,942 ) Carrying value $ 13,058 Additionally, interest expense on the consolidated statements of operations and comprehensive loss is inclusive of stated interest incurred on the Company’s debt instruments during the relevant periods, as well as the amortization of debt discounts and issuance costs. The life of each instrument may be shortened if a lender demands payment if certain events occur that are outside the control of the Company. |
Preferred Stock
Preferred Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | ||
PREFERRED STOCK | 10. PREFERRED STOCK A summary of the Preferred Stock authorized, issued and outstanding as of March 31, 2022 is as follows : Shares Shares Liquidation Carrying Series A 3,438,670 3,438,670 $ 5,082 $ 4,967 Series B 6,065,646 6,065,646 11,943 11,038 Series C 1,041,607 1,023,631 6,869 11,837 Series C-1 798,399 798,399 16,072 16,061 Series D 3,646,050 3,646,050 95,027 85,648 Series D-1 1,515,152 1,515,152 50,000 49,957 Series D-2 1,515,151 1,515,151 50,000 49,949 Series D-3 3,750,000 1,245,838 49,834 50,046 Series D-3A 4,545,454 — — — 26,316,129 19,248,537 $ 284,826 $ 279,503 The holders of the Company’s Series A, Series B, Series C, Series C-1, Series D, Series D-1, Series D-2, Series D-3 and Series D-3A Preferred Stock (collectively, “Preferred Stock”) have the following rights, preferences and privileges: Dividends No dividends have been declared during the three-month period ended March 31, 2022. Conversion No conversion events have occurred during the three-month period ended March 31, 2022. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Preferred Stock are entitled to receive distributions of any assets of the Company in order of their preferences. The Company has not experienced any voluntary or involuntary liquidation, dissolution or winding up during the three months ended March 31, 2022. Redemption The Preferred Stock is not mandatorily redeemable. The Company has not experienced any redemptions during the three months ended March 31, 2022. Voting Rights Voting rights have not changed during the three months ended March 31, 2022. | 10. PREFERRED STOCK A summary of the Preferred Stock authorized, issued and outstanding as of December 31, 2021 is as follows : Shares Authorized Shares Issued Liquidation Preference Carrying Value Series A 3,438,670 3,438,670 $ 5,082 $ 4,967 Series B 6,065,646 6,065,646 11,943 11,038 Series C 1,041,607 1,023,631 6,869 11,837 Series C-1 798,399 798,399 16,072 16,061 Series D 3,646,050 3,646,050 95,027 85,648 Series D-1 1,515,152 1,515,152 50,000 49,957 Series D-2 1,515,151 1,515,151 50,000 49,949 Series D-3 3,750,000 1,245,838 49,834 50,046 Series D-3A 4,545,454 — — — 26,316,129 19,248,537 $ 284,826 $ 279,503 In August 2020, the Company issued 454,545 shares of Series D-3A Preferred Stock at $33.00 per share for net cash proceeds of $15,000. Collectively, with the conversion of the May Note, the Company received total proceeds of approximately $40,300. This issuance met the condition of the May Note Qualified Financing. As a result, the May Note converted into 766,293 shares of Series D-3A Preferred Stock (Note 8). In September 2020, the Company entered into a stock exchange agreement (“Exchange Agreement”) with the holders of Series D-3A Preferred Stock (the “D-3A Investors”) pursuant to which the D-3A investors exchanged all 1,220,838 shares of Series D-3A Preferred Stock for an equivalent number of shares of Series D-3 Preferred Stock. In connection with the Exchange Agreement, due to the difference in the fair value of Series D-3A and Series D-3 Preferred Stock, the Company recognized a deemed dividend of $3,182 during the year ended December 31, 2020. In November 2020, the Company issued 25,000 shares of Series D-3 Preferred Stock for net cash proceeds of approximately $1,000. In November 2020, the Series B Warrants were exercised in full resulting in the issuance of 101,574 shares of Series B Preferred Stock at $1.97 per share for net cash proceeds of approximately $200. In December 2021, all outstanding 134,126 shares of Series C Warrants issued with April 2013 Note and November 2013 Note were net share settled, resulting in the issuance of 116,150 Series C Preferred Stock. Refer to Note 7 — Warrants for additional detail. As a result of the exercise, $5,816 was recorded in Preferred Stock. The holders of the Company’s Series A, Series B, Series C, Series C-1, Series D, Series D-1, Series D-2, Series D-3 and Series D-3A Preferred Stock (collectively, “Preferred Stock”) have the following rights, preferences and privileges: Dividends The holders of shares of Series A, Series B, Series C, Series C-1, Series D, Series D-1, Series D-3 and Series D-3A Preferred Stock are entitled to receive dividends (“Senior Preferred Dividends”), on a pari passu basis, prior and in preference to any declaration or payment of any dividend on the common stock of the Company, at the rate of $0.11824, $0.15752, $0.5368, $1.6104, $2.08504, $2.64, $3.20 and $2.64 per share, respectively, per annum, on each outstanding share, adjusted for certain events, such as stock splits, stock dividends, reclassification and the like, payable quarterly when, as and if declared by the Board of Directors (“Board”) of the Company. After the payment or setting aside of payment of the Senior Preferred Dividends, the holders of shares of Series D-2 Preferred Stock are entitled to receive dividends (“Junior Preferred Dividends”), prior and in preference to any declaration or payment of any dividend (other than dividends on common stock payable in common stock) on the common stock of the Company, at the rate of $2.64 per share, per annum, on each outstanding share, adjusted for certain events, such as stock splits, stock dividends, reclassification and the like, payable quarterly when, as and if declared by the Board. Such dividends shall not be cumulative. After the payment or setting aside for payment of the Senior Preferred Dividends and the Junior Preferred Dividends, any additional dividends declared or paid in any fiscal year shall be distributed among the holders of Preferred Stock and common stock then outstanding pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such Preferred Stock into common stock at the then-effective conversion price as defined in the amended and restated certificate of incorporation). No dividends have been declared during the years ended December 31, 2021, and December 31, 2020. Conversion Each share of outstanding Preferred Stock is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully-paid, non-assessable shares of common stock at a 1:1 ratio, subject to adjustment for certain dilutive issuance, splits and combinations as defined in the amended and restated certificate of incorporation. Each share of outstanding Preferred Stock will automatically be converted into fully-paid, non-assessable shares of common stock upon the earlier of: (i) the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, with a price per share of at least $40.00 (as adjusted for stock splits, stock dividends, reclassification and the like), which results in aggregate cash proceeds of at least $50,000, or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock, voting together as a single class on an as-converted to common stock basis. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company: Series D, D-1, D-3 and D-3A Preference The holders of the Series D, Series D-1, Series D-3 and Series D-3A Preferred Stock will be entitled, on a pari passu basis, to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series D-2, Series C-1, Series C, Series B, Series A Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $26.063, $33.00, $40.00 and $33.00 per share, respectively, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series D, Series D-1, Series D-3 and Series D-3A Preferred Stock, as applicable, been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series D, Series D-1, Series D-3 and Series D-3A Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution will be distributed ratably among the holders of the Series D, Series D-1, Series D-3 and Series D-3A Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Series D-2 Preference The holders of the Series D-2 Preferred Stock will be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series C-1, Series C, Series B, Series A Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $33.00 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series D-2 Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series D-2 Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series D-2 Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series D-2 Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Series C-1 Preference The holders of the Series C-1 Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series C, Series B, Series A Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $20.13 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series C-1 Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series C-1 Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series C-1 Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C-1 Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Series C Preference The holders of the Series C Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series B, Series A Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $6.71 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series C Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series C Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series C Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Series B Preference The holders of the Series B Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Series A Preferred Stock or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $1.969 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series B Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series B Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Series A Preference The holders of the Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) $1.478 per share, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of Series A Preferred Stock then held by them, plus all declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution or winding up. If, in the event the assets and funds thus distributed among the holders of the Series A Preferred Stock are insufficient to permit the payment to such holders of the full aforesaid preferential amounts, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Remaining Assets for Distribution Upon the completion of the liquidation preferences above, the remaining assets of the Company available for distribution to stockholders will be distributed among the holders of the Preferred Stock and the common stock pro rata based on the number of shares of common stock held by each (assuming conversion of all such Preferred Stock into common stock) until the holders of Series D-3, Series D-1, Series D-2, Series D-3A, Series D, Series C-1, Series C, Series B and Series A Preferred Stock have received an aggregate of $40.00, $33.00, $33.00, $33.00, $26.063, $20.13, $6.71, $4.922 and $3.695 per share, respectively, adjustable for certain events, such as stock splits, stock dividends, reclassification and the like, for each share of respective Series of Preferred Stock then held by them (including amounts paid pursuant to the liquidation preferences above). Thereafter, the holders of the common stock will receive all of the remaining assets of the Company pro rata based on the number of shares of common stock held by each. Redemption The Preferred Stock is not mandatorily redeemable. In the event that the Company agrees to redeem or repurchase any portion or all of the shares of Series A, Series B, Series C, Series C-1 and Series D Preferred Stock, or any shares of common stock issued on conversion of shares of such Preferred Stocks, (collectively, “Triggering Securities”) from any holder (“Triggering Redemption”), then, the Company will offer to redeem, on a pro-rata basis based on the number of shares of Series D-1, Series D-3 and Series D-3A Preferred Stock held by each holder, up to the same number of shares of such Series (or shares of common stock issued on conversion thereof) as the aggregate number of Triggering Securities that are subject to such Trigger Redemption, at a price per share of $33.00, $40.00 and $33.00, respectively, adjustable for certain events, such as stock splits, stock dividends and reclassifications. Voting Rights The holders of Preferred Stock have the same voting rights equivalent to the number of shares of common stock into which their shares of Preferred Stock convert. Holders of Preferred Stock shall vote together with holders of common stock as a single class and on an as-converted to common stock basis, on all matters. The holders of Series A Preferred Stock, as a separate class, are entitled to elect one director of the Company. The holders of Series B Preferred Stock, as a separate class, are entitled to elect two directors of the Company. The holders of common stock, as separate class, are entitled to elect three directors of the Company. The holders of Preferred Stock and common stock , as a single class on an as-converted basis, are entitled to elect one director of the Company. |
Common Stock
Common Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Common Stock [Abstract] | ||
COMMON STOCK | 11. COMMON STOCK As of March 31, 2022, the Company has authorized the issuance of 45,000,000 shares of common stock. The Company has reserved shares of common stock for future issuance on an as-if converted basis related to the following outstanding Preferred Stock, warrants, stock options and future grants as of March 31, 2022: Series A Preferred Stock 3,438,670 Series B Preferred Stock 6,065,646 Series C Preferred Stock 1,023,631 Series C-1 Preferred Stock 798,399 Series D Preferred Stock 3,646,050 Series D-1 Preferred Stock 1,515,152 Series D-2 Preferred Stock 1,515,151 Series D-3 Preferred Stock 1,245,838 Common stock warrants 191,355 Stock options outstanding 5,039,511 Restricted stock units outstanding 362,652 Stock incentive plan shares reserved for future issuance 133,441 24,975,496 | 11. COMMON STOCK As of December 31, 2021, the Company has authorized the issuance of 45,000,000 shares of common stock. The Company has reserved shares of common stock for future issuance on an as-if converted basis related to the following outstanding Preferred Stock, warrants, stock options and future grants as of December 31, 2021: Series A Preferred Stock 3,438,670 Series B Preferred Stock 6,065,646 Series C Preferred Stock 1,023,631 Series C-1 Preferred Stock 798,399 Series D Preferred Stock 3,646,050 Series D-1 Preferred Stock 1,515,152 Series D-2 Preferred Stock 1,515,151 Series D-3 Preferred Stock 1,245,838 Common stock warrants 191,355 Stock options outstanding 5,475,283 Stock incentive plan shares reserved for future issuance 499,328 25,414,503 |
Stock Incentive Plan
Stock Incentive Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK INCENTIVE PLAN | 12. STOCK INCENTIVE PLAN The Board of Directors has authorized and in April 2016 adopted the 2016 Equity Incentive Plan (the “2016 Plan”) as a successor and continuation of the 2006 Plan (collectively, the “Plans”). Under the Plans, the Board of Directors may grant awards of options and restricted stock, as well as stock appreciation rights and other stock awards. During the year ended December 31, 2021, the Company amended the 2016 Plan to increase the number of shares of common stock reserved for issuance under the Plans by 1,200,000 to an aggregate of 8,701,460. During the three months ended March 31, 2022, no further amendments to the Plans were made. The 2016 Plan provides for incentive stock options to be granted to employees at an exercise price not less than 100% of the fair value at the grant date as determined by the Board of Directors, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four-year period, with a 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years. RSUs granted generally vest over a four-year period, with 25% cliff vesting after one year and then ratably on a quarterly basis for the remaining three years. Option Activity Shares available for grant under the Plans is as follows for the three-month period ended March 31, 2022 and the year ended December 31, 2021: Outstanding, January 1, 2021 57,535 Authorized 1,200,000 Options granted (1,134,542 ) Awards forfeited or cancelled 376,245 Outstanding, December 31, 2021 499,238 Authorized — Options granted (32,000 ) RSUs granted (362,652 ) Awards forfeited or cancelled 28,855 Outstanding, March 31, 2022 133,441 Stock option activity under the Plans is as follows for the three-month period ended March 31, 2022 and 2021: Outstanding Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Outstanding, January 1, 2021 5,178,276 $ 13.23 6.75 $ 36,987 Authorized — — — — Options granted 140,000 20.37 — — Options exercised (297,850 ) 4.02 — 7,133 Awards forfeited or cancelled (94,272 ) 17.38 — — Outstanding, March 31, 2021 4,926,154 $ 13.91 6.85 $ 69,274 Outstanding, December 31, 2021 5,475,283 19.19 6.78 168,923 Authorized — — — — Options granted 32,000 50.07 — — Options exercised (438,917 ) 5.66 — 19,420 Awards forfeited or cancelled (28,855 ) 26.71 — — Outstanding, March 31, 2022 5,039,511 $ 20.52 7.03 $ 169,930 Options exercisable as of March 31, 2022 3,050,249 $ 13.52 5.90 $ 124,137 Restricted stock activity under the Plans are as follows for the three months ended March 31, 2022: Outstanding RSUs Weighted Average Outstanding, January 1, 2022 — $ — Granted 362,652 54.26 Released — — Forfeited — — Outstanding, March 31, 2022 362,652 $ 54.26 Options exercised early are subject to the vesting provisions mentioned above, and any unvested shares are subject to repurchase at the original price upon termination of employment, death, or disability. There were no option exercises during the three-month period ended March 31, 2022 or year ended December 31, 2021 that were subject to repurchase. The total fair value of options vested was approximately $1,578 and $1,036, during the three-month period ended March 31, 2022 and 2021, respectively. The following table summarizes information with respect to stock options outstanding and exercisable as of March 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices Per Share Shares Outstanding Weighted Average Remaining Contractual Life (Years) Shares Outstanding Weighted Average Remaining Contractual Life (Years) $0.00 - $12.06 869,350 3.11 869,350 3.11 $12.07 - $15.34 1,176,127 5.66 1,136,881 5.64 $15.35 - $19.31 845,592 7.43 558,563 7.41 $19.32 - $24.17 1,131,944 8.66 476,053 8.71 $24.18 - $50.07 1,016,498 9.53 9,402 9.49 5,039,511 7.03 3,050,249 5.90 During the three-month period ended March 31, 2022 and 2021, the Company’s stock compensation expense was $2,464 and $1,388, respectively. As of March 31, 2022, the unamortized expense related to outstanding awards was $43,336. The weighted average remaining amortization period over which the balance as of March 31, 2022 is to be amortized is 2.93 years. No income tax benefit was recognized for this compensation expense in the condensed consolidated statements of operations and comprehensive loss, as the Company does not anticipate realizing any such benefit in the future. Employee Stock-Based Compensation For the purpose of determining the estimated fair value of share-based payment awards issued in the form of stock options, the Company uses the Black-Scholes option-pricing model as permitted under the provisions for share-based payment awards. The assumptions under the Black-Scholes option-pricing model and the weighted average calculated fair value of the options granted to employees as of March 31, 2022 and December 31, 2021 are as follows: March 31, December 31, Fair value of common stock $ 54.26 $ 40.83 Dividend yield 0 % 0 % Expected volatility 40 % 42 % Expected term (years) 5.98 6.01 Risk free interest rate 2.40 % 1.14 % Stock-based compensation is classified in the following operating expense accounts on the condensed consolidated statements of operations and comprehensive loss for the three-month period ended March 31, 2022 and 2021: March 31, 2022 March 31, 2021 Research and development $ 1,603 $ 1,039 Sales and marketing 258 99 General and administrative 603 250 Total $ 2,464 $ 1,388 Executive Options The Company historically issued option awards to key personnel with contractual expirations of 5 to 10 years. Certain individuals had not exercised their options prior to expiration. As a result of the expiration of unexercised but fully vested options awards, the Company issued new options for the same quantity previously granted, but with an exercise price set to the then fair value of common stock determined in accordance with a board approved 409A. Furthermore, in an effort to make the holders whole, the Company entered into a change in control bonus Letter Agreement with each individual. Pursuant to the agreement, each individual is entitled to an additional lump sum payment capped at the difference between the original aggregate exercise price and the new aggregate exercise price upon a change in control transaction as defined in the Company’s 2016 Equity Incentive Plan, provided that such a transaction also constitutes a “Liquidation Transaction” as defined in the Company’s Certificate of Incorporation. The maximum change in control bonus for executive award holders is $5,837 and remains unamortized as of March 31, 2022. | 12. STOCK INCENTIVE PLAN The Board of Directors has authorized and in April 2016 adopted the 2016 Equity Incentive Plan (the “2016 Plan”) as a successor and continuation of the 2006 Plan (collectively, the “Plans”). Under the Plans, the Board of Directors may grant awards of options and restricted stock, as well as stock appreciation rights and other stock awards. During the year ended December 31, 2021, the Company amended the 2016 Plan to increase the number of shares of common stock reserved for issuance under the Plans by 1,200,000 to an aggregate of 8,701,460. The 2016 Plan provides for incentive stock options to be granted to employees at an exercise price not less than 100% of the fair value at the grant date as determined by the Board of Directors, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four-year period, with a 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years. Option Activity Stock option activity under the Plans is as follows for the years ended December 31, 2021 and 2020: Shares Available for Grant Outstanding Stock Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Outstanding, January 1, 2020 378,010 4,276,480 $ 10.35 6.44 $ 33,785 Authorized 650,000 — — — — Options granted (1,446,350 ) 1,446,350 19.98 — — Options exercised — (68,679 ) 2.82 — 1,138 Awards forfeited or cancelled 475,875 (475,875 ) 13.76 — — Outstanding, December 31, 2020 57,535 5,178,276 13.23 6.75 36,987 Authorized 1,200,000 — — — — Options granted (1,134,542 ) 1,134,542 40.10 — — Options exercised — (461,290 ) 5.34 — 9,667 Awards forfeited or cancelled 376,245 (376,245 ) 17.35 — — Outstanding, December 31, 2021 499,238 5,475,283 $ 19.19 6.78 $ 168,923 Options exercisable as of December 31, 2021 3,322,160 12.23 5.32 125,517 Options exercised early are subject to the vesting provisions mentioned above, and any unvested shares are subject to repurchase at the original price upon termination of employment, death, or disability. There were no option exercises during the year ended December 31, 2021 and 2020 that were subject to repurchase. The total fair value of options vested was approximately $5,358 and $5,400, during the years ended December 31, 2021 and 2020, respectively. The following table summarizes information with respect to stock options outstanding and exercisable as of December 31, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Per Share Shares Weighted Shares Weighted $2.43 – $12.06 1,223,100 2.63 1,223,100 2.63 $12.07 – $15.34 1,223,673 5.91 1,154,889 5.87 $15.35 – $19.31 876,147 7.67 531,085 7.65 $19.32 – $24.17 1,156,561 8.84 404,605 8.78 $24.18 – $50.07 995,802 9.77 8,481 9.74 5,475,283 6.78 3,322,160 5.32 During the years ended December 31, 2021 and 2020, the Company’s stock compensation expense was $6,322 and $5,897, respectively. As of December 31, 2021, the unamortized expense related to outstanding awards was $25,572. The weighted average remaining amortization period over which the balance as of December 31, 2021 is to be amortized is 3.12 years. No income tax benefit was recognized for this compensation expense in the Consolidated Statement of Operations and Comprehensive Loss, as the Company does not anticipate realizing any such benefit in the future. Employee Stock-Based Compensation For the purpose of determining the estimated fair value of share-based payment awards issued in the form of stock options, the Company uses the Black-Scholes option-pricing model as permitted under the provisions for share-based payment awards. The assumptions under the Black-Scholes option-pricing model and the weighted average calculated fair value of the options granted to employees as of December 31, 2021 and 2020 are as follows: December 31, December 31, Fair value of common stock $ 40.83 $ 20.37 Dividend yield 0 % 0 % Expected volatility 42 % 44 % Expected term (years) 6.01 5.92 Risk free interest rate 1.14 % 0.64 % Stock-based compensation is classified in the following operating expense accounts on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020: December 31, December 31, Research and development $ 4,434 $ 3,605 Sales and marketing 509 414 General and administrative 1,379 1,878 Total $ 6,322 $ 5,897 Executive Options The Company historically issued option awards to key personnel with contractual expirations of 5 to 10 years. Certain individuals had not exercised their options prior to expiration. As a result of the expiration of unexercised but fully vested options awards, the Company issued new options for the same quantity previously granted, but with an exercise price set to the then fair value of common stock determined in accordance with a board approved 409A. Furthermore, in an effort to make the holders whole, the Company entered into a change in control bonus Letter Agreement with each individual. Pursuant to the agreement, each individual is entitled to an additional lump sum payment capped at the difference between the original aggregate exercise price and the new aggregate exercise price upon a change in control transaction as defined in the Company’s 2016 Equity Incentive Plan, provided that such a transaction also constitutes a “Liquidation Transaction” as defined in the Company’s Certificate of Incorporation. The maximum change in control bonus for executive award holders is $5,837 and remains unamortized as of December 31, 2021. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
LEASES | 13. LEASES The Company leases certain facilities under non-cancelable operating leases that expire at various dates through 2025. Some leases include renewal options, which would permit extensions of the expiration dates at rates approximating fair market rental values. The Company also enters into certain finance leases for computer equipment. The finance leases are collateralized by the financed assets. Aggregate noncancelable future minimum lease payments under operating and finance leases as of March 31, 2022 are as follows: Operating Lease Financing Lease Year Ending December 31: Remainder of 2022 $ 2,901 $ 828 2023 3,830 189 2024 3,258 122 2025 931 12 2026 474 — Thereafter 1,739 — Total 13,133 1,151 Less: imputed interest (1,541 ) (77 ) Present value of lease liabilities 11,592 1,074 Less: current portion (3,519 ) (822 ) Lease liabilities, net of current portion $ 8,073 $ 252 Additional information related to the Company’s lease balances during the period ended March 31, 2022 and 2021 and as of March 31, 2022 and December 31, 2021 includes: March 31, 2022 March 31, 2021 Operating lease cost $ 865 $ 823 Short-term lease cost 57 213 Financing lease cost: Amortization of finance leased assets 411 654 Interest of lease liabilities 36 240 Operating Lease Financing Lease Weighted average remaining lease term (years) 4.12 1.23 Weighted average discount rate 5.92 % 10.24 % The Company’s rent expense totaled approximately $922 and $1,036 during the period ended March 31, 2022 and 2021, respectively. | 13. LEASES The Company leases certain facilities under non-cancelable operating leases that expire at various dates through 2025. Some leases include renewal options, which would permit extensions of the expiration dates at rates approximating fair market rental values. The Company also enters into certain finance leases for computer equipment. The finance leases are collateralized by the financed assets. Aggregate noncancelable future minimum lease payments under operating and finance leases are as follows: Operating Financing Year Ending December 31: 2022 $ 3,544 $ 1,383 2023 3,543 189 2024 3,288 122 2025 962 11 2026 505 — Thereafter 1,785 — Total 13,627 1,705 Less: imputed interest (1,735 ) (112 ) Present value of lease liabilities 11,892 1,593 Less: current portion (3,281 ) (1,301 ) Lease liabilities, net of current portion $ 8,611 $ 292 Additional information related to the Company’s lease balances during the year ended and as of December 31, 2021 includes : December 31, Operating lease cost $ 3,654 Short-term lease cost $ 524 Financing lease cost: Amortization of finance leased assets $ 2,575 Interest of lease liabilities $ 472 Operating Financing Weighted average remaining lease term (years) 4.51 1.22 Weighted average discount rate 5.94 % 13.21 % The Company’s rent expense totaled approximately $4,178 and $3,514 during the years ended December 31, 2021 and 2020, respectively. |
Other Expense, Net
Other Expense, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other Expense, Net [Abstract] | ||
OTHER EXPENSE, NET | 14. OTHER EXPENSE, NET Other expense, net on the condensed consolidated statements of operations and comprehensive loss is comprised of the following for the three months ended March 31, 2022 and 2021, respectively: March 31, 2022 March 31, 2021 Other expense, net: Interest income $ 2 $ 5 Change in fair value of derivative and warrant liability (592 ) (1,403 ) Other expense, net (467 ) (328 ) Total other expense, net $ (1,057 ) $ (1,726 ) | 14. OTHER EXPENSE, NET Other expense, net on the consolidated statements of operations and comprehensive loss is comprised of the following for the years ended December 31, 2021 and 2020, respectively: December 31, 2021 2020 Other expense, net: Interest income $ 7 $ 168 Change in fair value of derivative and warrant liability (4,920 ) (1,806 ) Loss on extinguishment of convertible note — (3,775 ) Other expense, net (502 ) 17 Total other expense, net $ (5,415 ) $ (5,396 ) |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the three-month period ended March 31, 2022 and 2021, respectively: March 31, 2022 March 31, 2021 Numerator: Net loss $ (25,103 ) (19,260 ) Denominator: Weighted average shares outstanding – basic and dilutive $ 12,527,229 $ 11,872,698 Basic and diluted net loss per share $ (2.00 ) $ (1.62 ) For the three-month period ended March 31, 2022 and 2021, the diluted earnings per share is equal to the basic earnings per share as the effect of potentially dilutive securities would have been antidilutive. The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the three-month period ended March 31, 2022 and 2021: March 31, 2022 March 31, 2021 Stock options 5,039,511 4,926,154 Series C warrants 362,652 — Common stock warrants 191,355 261,696 Preferred stock 19,248,537 19,132,387 Total 24,842,055 24,320,237 | 15. NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Numerator: Net loss $ (79,540 ) $ (74,407 ) Less: deemed dividend related to the exchange of Preferred Stock Series D-3A for Preferred Stock Series D-3 — (3,182 ) Net loss attributable to common stockholders $ (79,540 ) $ (77,589 ) Denominator: Weighted average shares outstanding – Basic and Dilutive 12,104,523 11,780,078 Basic and Diluted Net Loss Per Share $ (6.57 ) $ (6.59 ) For the years ended December 31, 2021 and 2020, the diluted earnings per share is equal to the basic earnings per share as the effect of potentially dilutive securities would have been antidilutive. The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Stock options 5,475,283 5,178,276 Series C Warrants — 134,126 Common stock warrants 191,355 — Preferred Stock 19,248,537 19,132,387 Total 24,915,175 24,444,789 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The following (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) the unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial statements have been included. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results for the fiscal year ending December 31, 2022 or any future interim period. The accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. | Basis of Presentation and Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. | Emerging Growth Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the condensed consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for doubtful accounts, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock-based compensation expense. The Company bases its estimates on historical experience, the current economic environment, and on assumptions it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ materially from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported and disclosures in the consolidated financial statements and accompanying notes. Such estimates include revenue recognition, allowance for doubtful accounts, accrued liabilities, derivative and warrant liabilities, calculation of the incremental borrowing rate, financial instruments recorded at fair value on a recurring basis, valuation of deferred tax assets and uncertain tax positions and the fair value of common stock and other assumptions used to measure stock-based compensation expense. The Company bases its estimates on historical experience, the current economic environment, and on assumptions it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of 90 days or less from the date of purchase to be cash equivalents. The Company’s cash equivalents consist of mutual funds, commercial paper and certificates of deposit. The deposits exceed federally insured limits. | |
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the exchange price that would be received from an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company follows a three-level valuation hierarchy for disclosure of fair value measurements as follows: ● Level 1 — ● Level 2 — ● Level 3 — The Company’s derivative liabilities and warrants are measured at fair value on a recurring basis and are classified as Level 3 liabilities. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date on the condensed consolidated statements of operations and comprehensive loss. | Fair Value Measurements The Company defines fair value as the exchange price that would be received from an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company follows a three-level valuation hierarchy for disclosure of fair value measurements as follows: ● Level 1 — ● Level 2 — ● Level 3 — The Company’s derivative liabilities and warrants are measured at fair value on a recurring basis and are classified as Level 3 liabilities. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date on the consolidated statements of operations and comprehensive loss. |
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 potential significant concentrations of credit risk consist principally of cash and cash equivalents. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. As of March 31, 2022, accounts receivable balances due from three customers collectively totaled 72% of the Company’s condensed consolidated accounts receivable balance. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s condensed consolidated accounts receivable balance. For the three months ended March 31, 2022, the Company had four customers that accounted for 59% of revenue and three customers that accounted for 60% of revenue for the three months ended March 31, 2021. | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to potential significant concentrations of credit risk consist principally of cash and cash equivalents. The Company regularly monitors its credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. As of December 31, 2021, accounts receivable balances due from five customers collectively totaled 86% of the Company’s consolidated accounts receivable balance. As of December 31, 2020, accounts receivable balances due from two customers collectively totaled 87% of the Company’s consolidated accounts receivable balance. For the year ended December 31, 2021, the Company had three customers that accounted for 61% of revenue and two customers that accounted for 43% of revenue for the year ended December 31, 2020. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, Preferred Stock, stock options, warrants and convertible notes are considered to be potentially dilutive securities. See Note 15 for further information. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common stock is not assumed to have been issued if their effect is anti-dilutive. | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, Preferred Stock, stock options, warrants and convertible notes are considered to be potentially dilutive securities. See Note 15 for further information. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common stock is not assumed to have been issued if their effect is anti-dilutive. |
Warrants | Warrants The Company determines whether to classify contracts, such as warrants, that may be settled in its own stock as equity of the entity or as a liability. An equity-linked financial instrument must be considered indexed to the Company’s own stock to qualify for equity classification. The Company classifies warrants as liabilities for any contracts that may require a transfer of assets. The warrants are considered freestanding instruments that qualify as liabilities under ASC Topic 480, Distinguishing Liabilities from Equity | Warrants The Company determines whether to classify contracts, such as warrants, that may be settled in its own stock as equity of the entity or as a liability. An equity-linked financial instrument must be considered indexed to the Company’s own stock to qualify for equity classification. The Company classifies warrants as liabilities for any contracts that may require a transfer of assets. The warrants are considered freestanding instruments that qualify as liabilities under ASC Topic 480, Distinguishing Liabilities from Equity |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification | Reclassification Certain prior period balances have been reclassified to conform to the current year presentation. Such changes include the presentation change on the consolidated statements of operations and comprehensive loss from a two-step presentation to a one-step presentation, as well as reclassifications or combinations of certain accounts on the consolidated balance sheets. These reclassifications had no impact on total assets, total liabilities, net loss or comprehensive loss or accumulated deficit in the previously reported consolidated financial statements for the year ended December 31, 2020. | |
Foreign Currency | Foreign Currency The functional currency of SoundHound, Inc. and its subsidiaries is the U.S. dollar. Foreign currency denominated transactions are converted into U.S. dollars at the average rates of exchange prevailing during the period. Assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates at the balance sheet date for monetary assets and liabilities and at historical exchange rates for non-monetary assets and liabilities. During the three-month period ended March 31, 2022 and 2021, the Company recognized net losses/(gains) related to foreign currency transactions and remeasurements of $464 and $367, respectively, in the condensed consolidated statements of operations and comprehensive loss as other expense, net. | Foreign Currency The functional currency of SoundHound, Inc. and its subsidiaries is the U.S. dollar. Foreign currency denominated transactions are converted into U.S. dollars at the average rates of exchange prevailing during the period. Assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates at the balance sheet date for monetary assets and liabilities and at historical exchange rates for non-monetary assets and liabilities. During the years ended December 31, 2021 and 2020, the Company recognized net losses/(gains) related to foreign currency transactions and remeasurements of $501 and ($18), respectively, in the consolidated statements of operations as other expense, net. |
Restricted Cash Equivalents | Restricted Cash Equivalents The Company’s restricted cash equivalents were established according to the requirements under the leases for the Company’s corporate headquarters, data center and sales office, and are subject to certain restrictions under the leases. All amounts in restricted cash equivalents as of December 31, 2021 and 2020 represent funds held in certificates of deposit, have original maturities of six months to one year and are recorded at cost plus accrued interest, which approximates fair value as of December 31, 2021 and 2020. Restricted cash equivalents are classified as current or non-current on the consolidated balance sheets based on the remaining term of the restriction. | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consist of current trade receivables due from customers recorded at invoiced amounts, net of allowance for doubtful accounts. Accounts receivable do not bear interest and the Company generally does not require collateral or other security in support of accounts receivable. The Company has established an allowance for doubtful accounts and evaluates the collectability of its accounts receivable based on known collection risks and historical experience. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when received. The allowance for doubtful accounts as of December 31, 2021 and December 31, 2020 was $109. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of the Company’s property and equipment are as follows: Computer equipment 3 – 4 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of useful life or the term of the lease Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total of estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2021, there have been no such impairments. | |
Segment Information | Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. | Segment Information The Company has determined that the Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reportable segment. The Company’s property and equipment is primarily located in the United States. As of December 31, 2021, the Company’s property and equipment is located in the United States, except for 11.7% of assets located in Canada and 1.7% in other foreign jurisdictions. As of December 31, 2020, all property and equipment were located in the United States. |
Equity Issuance Costs | Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings, including the Business Combination, as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss. Additionally, certain transaction costs incurred in connection with the pending merger agreement, which are direct and incremental to the proposed merger, will be deferred and recorded as a component of other non-current assets within the condensed consolidated balance sheets and will offset cash proceeds from the Business Combination if successful. The Company had $3,318 and $1,264 of deferred offering costs recorded as of March 31, 2022 and December 31, 2021. | Equity Issuance Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings, including the Business Combination, as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. Additionally, certain transaction costs incurred in connection with the pending merger agreement, which are direct and incremental to the proposed merger, will be deferred and recorded as a component of other non-current assets within the consolidated balance sheets and will offset cash proceeds from the Business Combination if successful. The Company had $1,264 of deferred offering costs recorded as of December 31, 2021. The Company had not incurred deferred offering costs as of December 31, 2020. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers (i) Identification of the contract(s) with a customer; (ii) Identification of the performance obligations in the contract; (iii) Determination of the transaction price, including the constraint on variable consideration; (iv) Allocation of the transaction price to the performance obligations in the contract; (v) Recognition of revenue when, or as, performance obligations are satisfied. Contracts are accounted for when both parties have approved and committed to the contract, the rights of the parties and payment terms are identifiable, the contract has commercial substance and collectability of consideration is probable. Any payments received from customers that do not meet criteria for having a contract are recorded as deposit liabilities on the condensed consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company will recognize revenue for arrangements upon the transfer of control of the Company’s performance obligations to its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC 606. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services, (3) monetization and (4) licensing. | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers (i) Identification of the contract(s) with a customer; (ii) Identification of the performance obligations in the contract; (iii) Determination of the transaction price, including the constraint on variable consideration; (iv) Allocation of the transaction price to the performance obligations in the contract; (v) Recognition of revenue when, or as, performance obligations are satisfied. Contracts are accounted for when both parties have approved and committed to the contract, the rights of the parties and payment terms are identifiable, the contract has commercial substance and collectability of consideration is probable. Any payments received from customers that do not meet criteria for having a contract are recorded as deposit liabilities on the consolidated balance sheet. Under ASC 606, assuming all other revenue recognition criteria have been met, the Company will recognize revenue for arrangements upon the transfer of control of the Company’s performance obligations to its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account in ASC 606. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company currently generates its revenues through the following performance obligations: (1) hosted services, (2) professional services and (3) monetization. |
Research and Development | Research and Development The Company’s research and development costs are expensed as incurred. These costs include salaries and other personnel related expenses, contractor fees, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. | Research and Development The Company’s research and development costs are expensed as incurred. These costs include salaries and other personnel related expenses, contractor fees, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when, in management’s estimate, it is more-likely-than-not that the deferred tax asset will not be realized. The Company adopted a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. The Company classifies interest and penalties related to uncertain tax positions in income tax expense, if applicable. There were no interest expenses or penalties related to unrecognized tax benefits recorded through March 31, 2022. | Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when, in management’s estimate, it is more-likely-than-not that the deferred tax asset will not be realized. The Company adopted a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. The Company classifies interest and penalties related to uncertain tax positions in income tax expense, if applicable. There were no interest expenses or penalties related to unrecognized tax benefits recorded through the years ended December 31, 2021 and 2020. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes-Merton (“Black- Scholes”) option-pricing model to determine the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of stock options, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield | Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes-Merton (“Black- Scholes”) option-pricing model to determine the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions to determine the fair value of stock options, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company’s shares of redeemable convertible preferred stock (“Preferred Stock”) do not have a mandatory redemption date and are assessed at issuance for classification and redemption features requiring bifurcation. The Company presents as temporary equity any stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders, or (iii) has conditions for redemption which are not solely within the control of the Company. The Company’s Preferred Stock is redeemable upon a deemed liquidation event which the Company determined is not solely within its control and thus has classified shares of Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the shares of Preferred Stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the shares of Preferred Stock would be made only when a deemed liquidation event becomes probable. | Redeemable Convertible Preferred Stock The Company’s shares of redeemable convertible preferred stock (“Preferred Stock”) do not have a mandatory redemption date and are assessed at issuance for classification and redemption features requiring bifurcation. The Company presents as temporary equity any stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders, or (iii) has conditions for redemption which are not solely within the control of the Company. The Company’s Preferred Stock is redeemable upon a deemed liquidation event which the Company determined is not solely within its control and thus has classified shares of Preferred Stock as temporary equity until such time as the conditions are removed or lapse. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the shares of Preferred Stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values of the shares of Preferred Stock would be made only when a deemed liquidation event becomes probable. |
Convertible Notes and Derivative Liabilities | Convertible Notes and Derivative Liabilities The Company evaluates its convertible notes, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives requiring bifurcation. The Company accounts for conversion features that meet the criteria for bifurcation as liabilities at fair value and adjusts the derivative instruments to fair value at each reporting period. The conversion features qualify as derivatives, as they continuously reset as the underlying stock price increases or decreases to provide a fixed value of equity to the holders at any conversion date. The conversion features are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability-weighted discount model with and without the conversion feature (see Note 9 for additional information). The Company holds its convertible notes at amortized cost and amortizes the associated debt discount created from bifurcated derivatives and issuance costs under the effective interest or straight-line method until maturity or early conversion pursuant to the contractual terms of the arrangement. | Convertible Notes and Derivative Liabilities The Company evaluates its convertible notes, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives requiring bifurcation. The Company accounts for conversion features that meet the criteria for bifurcation as liabilities at fair value and adjusts the derivative instruments to fair value at each reporting period. The conversion features qualify as derivatives, as they continuously reset as the underlying stock price increases or decreases to provide a fixed value of equity to the holders at any conversion date. The conversion features are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the conversion features has been estimated using a probability-weighted discount model with and without the conversion feature (see Note 9 for additional information). The Company holds its convertible notes at amortized cost and amortizes the associated debt discount created from bifurcated derivatives and issuance costs under the effective interest or straight-line method until maturity or early conversion pursuant to the contractual terms of the arrangement. |
Recent Accounting Pronouncement — Adopted | Recent Accounting Pronouncement — Adopted From time to time, new accounting pronouncements, or Accounting Standards Updates, are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. During the three-month period ended March 31, 2022, no additional accounting pronouncements were adopted. Refer to Note 2 of our audited consolidated financial statements for the fiscal year ended December 31, 2021 contained within the proxy statement/prospectus/consent solicitation for adopted accounting pronouncements. | Recent Accounting Pronouncement — Adopted From time to time, new accounting pronouncements, or Accounting Standards Updates, are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases In addition, the Company elected the transition package of three practical expedients which allow companies not to reassess (i) whether agreements contain leases, (ii) the classification of leases, and (iii) the capitalization of initial direct costs. Further, the Company elected to separate lease and non-lease components for the building asset class and elected to not separate lease and non-lease components for the equipment asset class. The Company also made an accounting policy election to recognize lease expense for leases with a term of 12 months or less on a straight-line basis over the lease term and recognize no ROU or lease liability for those leases. The Company’s lease portfolio consists primarily of real estate assets and computer equipment. Some of these leases also require the Company to pay maintenance, utilities, taxes, insurance, and other operating expenses associated with the leased space. Based upon the nature of the items leased and the structure of the leases, the Company’s leases classified as operating leases continue to be classified as operating leases and capital leases will be accounted for as financing leases under the new accounting standard. As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2021: ● Operating lease liabilities of approximately $11,428, which represent the present value of the remaining lease payments, as of the date of adoption, discounted using the Company’s incremental borrowing rate on a lease-by-lease basis, and ● Operating lease ROU assets of approximately $9,848 which represent the operating lease liabilities of $11,428, adjusted for (1) deferred rent of approximately $827, (2) lease incentives or tenant improvement allowance of $1,098 and (3) prepaid rent of $345. ● The Company additionally recharacterized its capital leases as finance leases. However, there was no quantitative impact to capital leases upon transitioning to the new standard. The adoption of the new lease accounting standard did not have any other material impact on the Company’s consolidated balance sheet and did not impact the Company’s operating results and cash flows. See Leases in Note 13 for further information, including further discussion on the impact of adoption and changes in accounting policies relating to leases. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows as the Company does not have any instruments with cash or beneficial conversion features. Further, updates from ASU 2020-06 to Contracts in an Entity’s Own Equity does not impact the Company’s debt instruments as of December 31, 2021. | |
Recent Accounting Pronouncement — Not Yet Adopted | Recent Accounting Pronouncement — Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 Business Combinations (“ASC 805”) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers guidance requiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date. Under the new guidance the acquirer will recognize contract assets and contract liabilities at the same amounts recorded by the acquiree. The modifications improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of, and after a business combination. The amendment is effective for the Company in fiscal years beginning after December 15, 2023. Early adoption of the amendment is permitted. The Company anticipates that it will not have a material impact on its condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This ASU replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (“Topic 326”), Targeted Transition Relief, which amends the transition guidance for ASU 2016-13. The ASU provides entities with the option to irrevocably elect the fair value option in Subtopic 825-10 on an instrument-by-instrument basis. ASU 2019-10 and ASU 2016-13 are effective for years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact the standard will have on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“Topic 740”) (“ASU 2019-12”). ASU 2019-12 eliminates the need for an organization to analyze whether the following apply in a given period (1) exception to the incremental approach for intra-period tax allocation (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify U.S. GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The amendments in ASU 2019-12 are effective for the Company in fiscal years beginning after December 15, 2021. Early adoption of the amendments is permitted. An entity that elects early adoption must adopt all the amendments in the same period. Adoption of ASU 2019-12 is not expected to result in any material changes to the way the tax provision is prepared and is not expected to have a material impact on the Company’s condensed consolidated financial statements. | Recent Accounting Pronouncement — Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 Business Combinations (“ASC 805”) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers guidance requiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date. Under the new guidance the acquirer will recognize contract assets and contract liabilities at the same amounts recorded by the acquiree. The modifications improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of, and after a business combination. The amendment is effective for the Company in fiscal years beginning after December 15, 2023. Early adoption of the amendment is permitted. The Company anticipates that it will not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This ASU replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (“Topic 326”), Targeted Transition Relief, which amends the transition guidance for ASU 2016-13. The ASU provides entities with the option to irrevocably elect the fair value option in Subtopic 825-10 on an instrument-by-instrument basis. ASU 2019-10 and ASU 2016-13 are effective for years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact the standard will have on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“Topic 740”) (“ASU 2019-12”). ASU 2019-12 eliminates the need for an organization to analyze whether the following apply in a given period (1) exception to the incremental approach for intra-period tax allocation (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify U.S. GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The amendments in ASU 2019-12 are effective for the Company in fiscal years beginning after December 15, 2021. Early adoption of the amendments is permitted. An entity that elects early adoption must adopt all the amendments in the same period. Adoption of ASU 2019-12 is not expected to result in any material changes to the way the tax provision is prepared and is not expected to have a material impact on the Company’s consolidated financial statements. |
Restricted Stock Units | Restricted Stock Units The Company issues restricted stock unit awards (“RSUs”) to grantees as compensation for services. The Company’s RSUs are classified as equity awards because the RSUs will be settled in the Company’s common stock upon vesting. The fair value of the RSUs is determined at the grant date based on the fair value of the Company’s common stock on the date of grant and is recognized straight-line over the service period. | |
Archimedes Tech Spac Partners Co [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation and Significant Accounting Policies | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited 2021 financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 9, 2022. | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $18,129 and $235,295 of cash held outside of the Trust Account as of March 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents held outside of the Trust Account as of March 31, 2022 or December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $235,295 of cash held outside of the Trust Account as of December 31, 2021 and no cash held outside of the Trust Account as of December 31, 2020. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Company had 133,022,440 and $133,010,583 in the Trust Account which may be utilized for Business Combination. As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds. | Marketable Securities Held in Trust Account At December 31, 2021, the Company had $133,010,583 in the Trust Account which may be utilized for Business Combination. As of December 31, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities, and due to related party are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 6 for additional information on assets, liabilities and Representative Shares measured at fair value. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 7 for additional information on assets, liabilities and Representative Shares measured at fair value. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss Per Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76.2% for the Public Shares and 23.8% for the founder non-redeemable shares for the three months ended March 31, 2022, and a ratio of 40.8% for the Public Shares and 59.2% for the founder non-redeemable shares for the three months ended March 31, 2021, respectively, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the three For the three Net loss $ (385,450 ) $ (84,033 ) Accretion of temporary equity to redemption value (11,857 ) (13,366,548 ) Net loss including accretion of temporary equity to redemption value $ (397,307 ) $ (13,450,581 ) For the three For the three Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (302,628 ) $ (94,679 ) $ (5,492,495 ) $ (7,958,086 ) Accretion of temporary equity to redemption value 11,857 - 13,366,548 - Allocation of net income (loss) $ (290,771 ) $ (94,679 ) $ 7,874,053 $ (7,958,086 ) Denominator: Weighted-average shares outstanding 13,300,000 4,161,000 2,306,667 3,342,133 Basic and diluted net income (loss) per share $ (0.02 ) $ (0.02 ) $ 3.41 $ (2.38 ) In connection with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 72.8% for the Public Shares and 27.2% for the founder non-redeemable shares for the year ended December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the Net loss $ (981,884 ) Accretion of temporary equity to redemption value (13,376,606 ) Net loss including accretion of temporary equity to redemption value $ (14,358,490 ) For the Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (10,451,084 ) $ (3,907,406 ) Accretion of temporary equity to redemption value 13,376,606 — Allocation of net income (loss) $ 2,925,522 $ (3,907,406 ) Denominator: Weighted-average shares outstanding 10,589,315 3,959,088 Basic and diluted net income (loss) per share $ 0.28 $ (0.99 ) No shares of the Company were issued or outstanding in 2020 and, as a result, Earnings Per Share does not exist for 2020. In connection with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 15, 2021, offering costs in the aggregate of $4,849,810 have been charged to stockholders’ equity (consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs). On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred additional transaction costs of $260,000 in underwriting discount. | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 15, 2021, offering costs in the aggregate of $4,849,810 have been charged to stockholders’ equity (consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs). On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, generating an aggregate of gross proceeds of $13,000,000, and incurred additional transaction costs of $260,000 in underwriting discount. |
Warrants | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Restatement of Prior Period F_2
Restatement of Prior Period Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Archimedes Tech Spac Partners Co [Member] | |
Restatement of Prior Period Financial Statements (Tables) [Line Items] | |
Schedule of revision on the company’s financial statements | As Adjustments As Restated Audited Balance Sheet at March 15, 2021 Warrant Liabilities $ — $ 253,413 $ 253,413 Total Liabilities 591,387 254,413 844,800 Common stock subject to possible redemption 116,095,120 3,904,880 120,000,000 Common stock 465 (39 ) 426 Additional paid-in capital 5,004,068 (4,158,254 ) 845,814 Total Stockholder’s Equity 5,000,003 (4,158,293 ) 841,710 Unaudited Balance Sheet at March 31, 2021 Common stock subject to possible redemption $ 128,744,590 $ 4,255,935 $ 133,000,525 Common stock 459 (43 ) 416 Additional paid-in capital 5,084,297 (4,255,892 ) 828,405 Unaudited Statement of Operations for the three months ended March 31, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 2,059,408 247,259 2,306,667 Basic and diluted weighted average shares outstanding, common stock 3,856,614 (514,481 ) 3,342,133 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.00 $ 3.41 $ 3.41 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.02 ) $ (2.36 ) $ (2.38 ) Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ — $ 4,779,936 $ 4,779,936 Accretion of common stock to redemption value $ — $ (13,366,023 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the three months ended March 31, 2021 Supplemental disclosure of cash flow information Initial value of common stock subject to possible redemption $ 115,841,700 $ 8,572,213 $ 124,413,913 Change in value of common stock subject to possible redemption $ 12,902,890 $ (12,902,365 ) $ — Reclassification of offering costs related to public shares $ — $ (4,779,936 ) $ (4,779,936 ) Accretion of common stock to redemption value $ — $ 13,366,023 $ 13,366,023 Accretion of common stock to redemption value (interest earned on trust account) $ — $ 525 $ 525 As Adjustments As Restated Unaudited Statement of Operations for the six months ended June 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.46 $ 0.08 $ 0.54 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (1.00 ) $ (0.17 ) $ (1.17 ) Unaudited Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the six months ended June 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 Unaudited Statement of Operations for the nine months ended September 30, 2021 Basic and diluted net income (loss) per share, common stock subject to redemption $ 0.31 $ 0.06 $ 0.37 Basic and diluted net income (loss) per share, common stock not subject to redemption $ (0.87 ) $ (0.14 ) $ (1.01 ) Unaudited Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2021 Issuance of representative shares – Additional Paid-in-Capital $ 3,458 $ 2,020,963 $ 2,024,421 Issuance of representative shares – Stockholders’ Equity (Deficit) 3,500 2,020,963 2,024,463 Offering costs charged to the Stockholders’ equity (428,847 ) (2,020,963 ) (2,449,810 ) Reclassification of offering costs related to public shares $ 2,886,166 $ 1,893,770 $ 4,779,936 Accretion of common stock to redemption value $ (11,472,253 ) $ (1,893,770 ) $ (13,366,023 ) Unaudited Statement of Cash Flows for the nine months ended September 30, 2021 Reclassification of offering costs related to public shares $ (2,886,166 ) $ (1,893,770 ) $ (4,779,936 ) Accretion of common stock to redemption value $ 11,472,253 $ 1,893,770 $ 13,366,023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of earnings per share | For the Net loss $ (981,884 ) Accretion of temporary equity to redemption value (13,376,606 ) Net loss including accretion of temporary equity to redemption value $ (14,358,490 ) For the Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (10,451,084 ) $ (3,907,406 ) Accretion of temporary equity to redemption value 13,376,606 — Allocation of net income (loss) $ 2,925,522 $ (3,907,406 ) Denominator: Weighted-average shares outstanding 10,589,315 3,959,088 Basic and diluted net income (loss) per share $ 0.28 $ (0.99 ) | |
Schedule of estimated useful lives company' s property and equipment | Computer equipment 3 – 4 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Lesser of useful life or the term of the lease | |
Archimedes Tech Spac Partners Co [Member] | ||
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of earnings per share | For the three For the three Net loss $ (385,450 ) $ (84,033 ) Accretion of temporary equity to redemption value (11,857 ) (13,366,548 ) Net loss including accretion of temporary equity to redemption value $ (397,307 ) $ (13,450,581 ) For the three For the three Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (302,628 ) $ (94,679 ) $ (5,492,495 ) $ (7,958,086 ) Accretion of temporary equity to redemption value 11,857 - 13,366,548 - Allocation of net income (loss) $ (290,771 ) $ (94,679 ) $ 7,874,053 $ (7,958,086 ) Denominator: Weighted-average shares outstanding 13,300,000 4,161,000 2,306,667 3,342,133 Basic and diluted net income (loss) per share $ (0.02 ) $ (0.02 ) $ 3.41 $ (2.38 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Schedule of related party transactions | Three Months Ended Three Months Ended Revenue $ 2,171 $ 1,807 As of March 31, As of December 31, Accounts receivable $ 300 $ 583 Deferred revenue $ 13,862 $ 15,238 | For the Years Ended 2021 2020 Revenue $ 7,013 $ 6,668 As of December 31, 2021 As of December 31, 2020 Accounts receivable $ 583 $ 2,083 Deferred revenue $ 15,238 $ 16,787 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Tables) [Line Items] | ||
Schedule of the fair value of the Company’s financial instruments | Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 165 $ — $ — Liabilities: Derivative liability — — (4,080 ) Warrant liability — — — Total $ 165 $ — $ (4,080 ) Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Warrant liability — — — Total $ 4,863 $ — $ (3,488 ) | Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 4,863 $ — $ — Liabilities: Derivative liability — — (3,488 ) Warrant liability — — — Total $ 4,863 $ — $ (3,488 ) Fair Value Measurements as of Level 1 Level 2 Level 3 Assets: Cash equivalents $ 35,856 $ — $ — Liabilities: Derivative liability — — (2,380 ) Warrant liability — — (2,004 ) Total $ 35,856 $ — $ (4,384 ) |
Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes | March 31, Expected dividend rate 0 % Risk-free interest rate 0.24 % Expected volatility 46 % Expected term (in years) 2.39 SVB March 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.74 % Expected volatility 47 % Expected term (in years) 10.00 | December 31, Expected dividend rate 0 % Risk-free interest rate 0.14 % Expected volatility 48 % Expected term (in years) 2.16 December 31, Expected dividend rate 0 % Risk-free interest rate 0.16 % Expected volatility 47 % Expected term (in years) 2.87 SVB March 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.74 % Expected volatility 47 % Expected term (in years) 10.00 SCI June 2021 Note Common Stock Warrants Expected dividend rate 0 % Risk-free interest rate 1.51 % Expected volatility 47 % Expected term (in years) 10.00 |
Schedule to determine the fair value of the embedded derivative | December 31, Probability of Next Equity Financing 3 % Probability of SPAC/PIPE 95 % Probability of IPO 2 % 100 % Weighted average term (years) 0.27 Weighted average discount rate 25.00 % | December 31, December 31, Probability of Next Equity Financing 3 % 65 % Probability of SPAC/PIPE 95 % 33 % Probability of IPO 2 % 2 % 100 % 100 % Weighted average term (years) 0.27 0.26 Weighted average discount rate 25.00 % 8.63 % |
Schedule of changes in fair value of the Company’s derivative liability | Derivative Warrant Balance as of January 1, 2020 $ — $ 3,348 Initial fair value of derivative liability 6,481 — Extinguishment of derivative liability (5,360 ) — Exercise of warrants — (1,931 ) Change in fair value 1,259 587 Balance as of December 31, 2020 2,380 2,004 Change in fair value 1,108 3,812 Exercise of warrants — (5,816 ) Balance as of December 31, 2021 $ 3,488 $ — | |
Schedule of derivative liability and warrant liability | Derivative Warrant Balance as of January 1, 2021 $ 2,380 $ 2,004 Change in fair value 1,150 253 Balance as of March 31, 2021 $ 3,530 $ 2,257 Derivative Warrant Balance as of January 1, 2022 $ 3,488 $ — Change in fair value 592 — Balance as of March 31, 2022 $ 4,080 $ — | |
Archimedes Tech Spac Partners Co [Member] | ||
Fair Value Measurements (Tables) [Line Items] | ||
Schedule of fair value on a non-recurring basis | January 13, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Stockholders’ Equity: Representative Shares $ 2,024,463 $ - $ - $ 2,024,463 $ 2,024,463 $ - $ - $ 2,024,463 March 31, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Mutual Fund held in Trust Account $ 133,022,440 $ 133,022,440 $ - $ - $ 133,022,440 $ 133,022,440 $ - $ - Liabilities: Warrant Liability $ 154,768 $ - $ - $ 154,768 $ 154,768 $ - $ - $ 154,768 December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Mutual Fund held in Trust Account $ 133,010,583 $ 133,010,583 $ - $ - $ 133,010,583 $ 133,010,583 $ - $ - Liabilities: Warrant Liability $ 247,514 $ - $ - $ 247,514 $ 247,514 $ - $ - $ 247,514 | January 13, Quoted Significant Significant Stockholders’ Equity: Representative Shares $ 2,024,463 $ — $ — $ 2,024,463 $ 2,024,463 $ — $ — $ 2,024,463 December 31, Quoted Prices Significant Significant Assets: U.S. Mutual Fund held in Trust Account $ 133,010,583 $ 133,010,583 $ — $ — $ 133,010,583 $ 133,010,583 $ — $ — Liabilities: Warrant Liability $ 247,514 $ — $ — $ 247,514 $ 247,514 $ — $ — $ 247,514 |
Schedule of warrant liability | Input January 13, Restricted term (years) 1.11 Expected volatility 12.5 % Risk-free interest rate 0.12 % Stock price $ 9.37 Dividend yield 0 % Input March 15, Expected term (years) 5.99 Expected volatility 24.3 % Risk-free interest rate 1.06 % Stock price $ 9.36 Dividend yield 0 % Exercise price $ 11.5 Input December 31, 2021 Expected term (years) 5.30 Expected volatility 19.5 % Risk-free interest rate 1.29 % Stock price $ 9.58 Dividend yield 0 % Exercise price $ 11.5 Input March 31, 2022 Expected term (years) 5.09 Expected volatility 10.4 % Risk-free interest rate 2.42 % Stock price $ 9.77 Dividend yield 0 % Exercise price $ 11.5 | Input January 13, Restricted term (years) 1.11 Expected volatility 12.5 % Risk-free interest rate 0.12 % Stock price $ 9.37 Dividend yield 0 % Input March 15, Expected term (years) 5.99 Expected volatility 24.3 % Risk-free interest rate 1.06 % Stock price $ 9.36 Dividend yield 0 % Exercise price $ 11.5 Input December 31, Expected term (years) 5.30 Expected volatility 19.5 % Risk-free interest rate 1.29 % Stock price $ 9.58 Dividend yield 0 % Exercise price $ 11.5 |
Schedule of changes in the fair value warrant liability | Warrant Fair value as of December 31, 2021 $ 247,514 Change in fair value (92,746 ) Fair value as of March 31, 2022 $ 154,768 Warrant Fair value as of December 31, 2020 $ - Initial valuation of warrant liability 270,307 Change in fair value 3,117 Fair value as of March 31, 2021 $ 273,424 | Warrant Fair value as of December 31, 2020 $ — Initial fair value of warrant liability upon issuance at IPO 270,307 Change in fair value (22,793 ) Fair value as of December 31, 2021 $ 247,514 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of aggregate noncancelable future minimum payments | Remainder of 2022 as of March 31, 2022 $ 3,000 2023 7,000 2024 11,000 2025 14,000 2026 16,000 Thereafter 48,000 Total $ 99,000 | Operating Financing Year Ending December 31: 2022 $ 3,544 $ 1,383 2023 3,543 189 2024 3,288 122 2025 962 11 2026 505 — Thereafter 1,785 — Total 13,627 1,705 Less: imputed interest (1,735 ) (112 ) Present value of lease liabilities 11,892 1,593 Less: current portion (3,281 ) (1,301 ) Lease liabilities, net of current portion $ 8,611 $ 292 |
Income Tax (Tables)
Income Tax (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax (Tables) [Line Items] | ||
Schedule of net deferred tax assets | 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 70,808 $ 54,527 Research and development credits 10,650 9,035 Property and equipment and intangible assets 91 — Deferred revenue 3,662 2,752 Contract liability 1,154 2,282 Share-based compensation 1,235 1,036 Deferred rent — 378 Operating lease liabilities 2,861 — Debt issuance cost — 121 Accruals and reserves 863 989 Gross deferred tax assets 91,324 71,120 Valuation allowance (86,695 ) (68,760 ) Deferred tax liabilities: Property and equipment and intangible assets — (78 ) Right-of-use assets (2,461 ) — Gross deferred tax liabilities (2,461 ) (78 ) Net deferred tax assets $ 2,168 $ 2,282 | |
Schedule of income tax provision consists | 2021 2020 United States $ (79,962 ) $ (73,056 ) International 878 (613 ) $ (79,084 ) $ (73,669 ) | |
Schedule of effective tax rate | Three Months Ended (In thousands) March 31, March 31, Income (loss) before income taxes $ (24,751 ) $ (19,093 ) Income tax expense $ 352 $ 167 Effective tax rate (1.42 )% (0.87 )% | 2021 2020 Federal statutory income tax rate 21.00 % 21.00 % State income tax rate, net of federal benefit 2.56 % 1.63 % Foreign withholding and income tax (0.49 )% (0.99 )% Research and development credits 2.03 % 2.51 % Change in valuation allowance (22.55 )% (20.44 )% Stock based compensation (0.92 )% (0.00 )% Non-deductible permanent expenses (1.26 )% (4.61 )% Other (0.95 )% (0.09 )% (0.58 )% (0.99 )% |
Schedule of provision for income taxes | 2021 2020 Current: Federal $ — $ — State 5 3 International 339 594 $ 344 $ 597 2021 2020 Deferred: Federal $ — $ — State — — International 112 141 $ 112 $ 141 Total provision $ 456 $ 738 | |
Archimedes Tech Spac Partners Co [Member] | ||
Income Tax (Tables) [Line Items] | ||
Schedule of net deferred tax assets | December 31, December 31, Deferred tax asset Organizational costs/Startup expenses $ 51,171 $ 150 Capitalized costs related to Business Combination 82,920 — Federal net operating loss 77,042 — Total deferred tax asset 211,133 150 Valuation allowance (211,133 ) (150 ) Deferred tax asset, net of allowance $ — $ — | |
Schedule of income tax provision consists | December 31, December 31, Federal Current $ — $ — Deferred 211,133 150 State Current — — Deferred — — Change in valuation allowance (211,133 ) (150 ) Income tax provision $ — $ — | |
Schedule of effective tax rate | Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Book/Tax Differences 0.49 % Change in valuation allowance (21.49 )% Income tax provision — % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of revenues under each performance | March 31, 2022 2021 Hosted services $ 3,344 $ 3,387 Professional services 567 — Monetization 208 352 Licensing 171 — Total $ 4,290 $ 3,739 | December 31, 2021 2020 Hosted services $ 12,764 $ 8,563 Professional services 7,142 3,080 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 |
Schedule of disaggregates revenue by geographic location, recognition pattern and service | March 31, 2022 2021 United States 1,389 1,068 Japan 927 1,033 Germany 683 1,019 France 459 — Korea 412 478 Other 420 141 Total $ 4,290 $ 3,739 | December 31, 2021 2020 Germany $ 7,526 $ 3,339 United States 5,117 3,538 Japan 3,797 3,496 Korea 1,373 1,855 France 2,616 618 Other 768 171 Total $ 21,197 $ 13,017 |
Schedule of revenue recognition pattern | March 31, 2022 2021 Over time revenue $ 3,911 $ 3,387 Point-in-time 379 352 Total $ 4,290 $ 3,739 | December 31, 2021 2020 Over time revenue $ 15,210 $ 10,757 Point-in-time 5,987 2,260 Total $ 21,197 $ 13,017 |
Schedule of Service | March 31, 2022 2021 Product Royalties $ 3,709 $ 2,984 Service Subscriptions 373 403 Monetization 208 352 Total $ 4,290 $ 3,739 | December 31, 2021 2020 Product Royalties $ 18,356 $ 10,372 Service Subscriptions 1,550 1,271 Monetization 1,291 1,374 Total $ 21,197 $ 13,017 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment, net | March 31, December 31, Computer equipment $ 20,686 $ 20,571 Software and voice recordings 8,912 8,687 Leasehold improvements 3,826 3,567 Furniture and fixtures 741 729 Total, at cost 34,165 33,554 Less: accumulated depreciation and amortization (28,691 ) (27,399 ) Total property and equipment, net $ 5,474 $ 6,155 | December 31, December 31, Computer equipment $ 20,571 $ 19,867 Software and voice recordings 8,687 8,335 Leasehold improvements 3,567 3,560 Furniture and fixtures 729 720 Construction in progress — 6 Total, at cost 33,554 32,488 Less: accumulated depreciation and amortization (27,399 ) (22,053 ) Total property and equipment, net $ 6,155 $ 10,435 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | ||
Schedule of accrued liabilities | March 31, December 31, Accrued compensation expenses $ 7,548 $ 3,802 Accrued interest 1,554 1,369 Accrued vendor payables 1,511 1,109 Accrued professional services 925 934 Other accrued liabilities 165 84 $ 11,703 $ 7,298 | December 31, December 31, Accrued compensation expenses $ 3,802 $ 2,692 Accrued interest 1,369 — Accrued vendor payables 1,109 509 Accrued professional services 934 149 Other accrued liabilities 84 61 $ 7,298 $ 3,411 |
Convertible Notes and Note Pa_2
Convertible Notes and Note Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of fair value remeasurement | March 31, December 31, Unamortized debt discount $ 327 $ 657 Fair value of conversion feature $ 4,080 $ 3,488 Accrued interest $ 1,321 $ 1,136 | December 31, December 31, Unamortized debt discount $ 657 $ 1,942 Fair value of conversion feature $ 3,488 $ 2,380 Accrued interest $ 1,136 $ 395 |
Schedule of fair value remeasurement | Three Months Three Months March 31, Remeasurement of conversion feature – gain/(loss) $ (592 ) $ (1,150 ) | December 31, December 31, Remeasurement of conversion feature – gain/(loss) $ (1,108 ) $ 80 |
Schedule of the company’s debt balances | March 31, SVB March 2021 Note payable, current portion $ 31,050 Unamortized loan discount (240 ) Carrying value $ 30,810 December 31, SVB March 2021 Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 | December 31, SVB March 2021 Note payable, current portion $ 31,050 Unamortized loan discount (1,086 ) Carrying value $ 29,964 December 31, SNAP Convertible notes, net of current portion $ 15,000 Unamortized loan discount (1,942 ) Carrying value $ 13,058 |
Schedule of convertible notes, debt balances | March 31, 2022 SNAP SCI Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (327 ) — (327 ) Total $ 14,673 $ 15,525 $ 30,198 Unamortized debt issuance cost recorded as an asset $ — $ 566 $ 566 December 31, 2021 SNAP June 2020 SCI Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (657 ) — (657 ) Total $ 14,343 $ 15,525 $ 29,868 Unamortized debt issuance cost recorded as an asset $ — $ 1,132 $ 1,132 | December 31, 2021 SNAP June 2020 SCI June 2021 Total Convertible notes, current portion $ 15,000 $ 15,525 $ 30,525 Unamortized loan discount (657 ) — (657 ) Total $ 14,343 $ 15,525 $ 29,868 Unamortized debt issuance cost recorded as an asset $ — $ 1,132 $ 1,132 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | ||
Schedule of preferred stock authorized, issued and outstanding | Shares Shares Liquidation Carrying Series A 3,438,670 3,438,670 $ 5,082 $ 4,967 Series B 6,065,646 6,065,646 11,943 11,038 Series C 1,041,607 1,023,631 6,869 11,837 Series C-1 798,399 798,399 16,072 16,061 Series D 3,646,050 3,646,050 95,027 85,648 Series D-1 1,515,152 1,515,152 50,000 49,957 Series D-2 1,515,151 1,515,151 50,000 49,949 Series D-3 3,750,000 1,245,838 49,834 50,046 Series D-3A 4,545,454 — — — 26,316,129 19,248,537 $ 284,826 $ 279,503 | Shares Authorized Shares Issued Liquidation Preference Carrying Value Series A 3,438,670 3,438,670 $ 5,082 $ 4,967 Series B 6,065,646 6,065,646 11,943 11,038 Series C 1,041,607 1,023,631 6,869 11,837 Series C-1 798,399 798,399 16,072 16,061 Series D 3,646,050 3,646,050 95,027 85,648 Series D-1 1,515,152 1,515,152 50,000 49,957 Series D-2 1,515,151 1,515,151 50,000 49,949 Series D-3 3,750,000 1,245,838 49,834 50,046 Series D-3A 4,545,454 — — — 26,316,129 19,248,537 $ 284,826 $ 279,503 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Common Stock [Abstract] | ||
Schedule of company has reserved shares of common stock for future issuance | Series A Preferred Stock 3,438,670 Series B Preferred Stock 6,065,646 Series C Preferred Stock 1,023,631 Series C-1 Preferred Stock 798,399 Series D Preferred Stock 3,646,050 Series D-1 Preferred Stock 1,515,152 Series D-2 Preferred Stock 1,515,151 Series D-3 Preferred Stock 1,245,838 Common stock warrants 191,355 Stock options outstanding 5,039,511 Restricted stock units outstanding 362,652 Stock incentive plan shares reserved for future issuance 133,441 24,975,496 | Series A Preferred Stock 3,438,670 Series B Preferred Stock 6,065,646 Series C Preferred Stock 1,023,631 Series C-1 Preferred Stock 798,399 Series D Preferred Stock 3,646,050 Series D-1 Preferred Stock 1,515,152 Series D-2 Preferred Stock 1,515,151 Series D-3 Preferred Stock 1,245,838 Common stock warrants 191,355 Stock options outstanding 5,475,283 Stock incentive plan shares reserved for future issuance 499,328 25,414,503 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of stock options outstanding and exercisable | Outstanding Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Outstanding, January 1, 2021 5,178,276 $ 13.23 6.75 $ 36,987 Authorized — — — — Options granted 140,000 20.37 — — Options exercised (297,850 ) 4.02 — 7,133 Awards forfeited or cancelled (94,272 ) 17.38 — — Outstanding, March 31, 2021 4,926,154 $ 13.91 6.85 $ 69,274 Outstanding, December 31, 2021 5,475,283 19.19 6.78 168,923 Authorized — — — — Options granted 32,000 50.07 — — Options exercised (438,917 ) 5.66 — 19,420 Awards forfeited or cancelled (28,855 ) 26.71 — — Outstanding, March 31, 2022 5,039,511 $ 20.52 7.03 $ 169,930 Options exercisable as of March 31, 2022 3,050,249 $ 13.52 5.90 $ 124,137 | Shares Available for Grant Outstanding Stock Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Outstanding, January 1, 2020 378,010 4,276,480 $ 10.35 6.44 $ 33,785 Authorized 650,000 — — — — Options granted (1,446,350 ) 1,446,350 19.98 — — Options exercised — (68,679 ) 2.82 — 1,138 Awards forfeited or cancelled 475,875 (475,875 ) 13.76 — — Outstanding, December 31, 2020 57,535 5,178,276 13.23 6.75 36,987 Authorized 1,200,000 — — — — Options granted (1,134,542 ) 1,134,542 40.10 — — Options exercised — (461,290 ) 5.34 — 9,667 Awards forfeited or cancelled 376,245 (376,245 ) 17.35 — — Outstanding, December 31, 2021 499,238 5,475,283 $ 19.19 6.78 $ 168,923 Options exercisable as of December 31, 2021 3,322,160 12.23 5.32 125,517 |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Range of Exercise Prices Per Share Shares Outstanding Weighted Average Remaining Contractual Life (Years) Shares Outstanding Weighted Average Remaining Contractual Life (Years) $0.00 - $12.06 869,350 3.11 869,350 3.11 $12.07 - $15.34 1,176,127 5.66 1,136,881 5.64 $15.35 - $19.31 845,592 7.43 558,563 7.41 $19.32 - $24.17 1,131,944 8.66 476,053 8.71 $24.18 - $50.07 1,016,498 9.53 9,402 9.49 5,039,511 7.03 3,050,249 5.90 | Options Outstanding Options Exercisable Range of Exercise Prices Per Share Shares Weighted Shares Weighted $2.43 – $12.06 1,223,100 2.63 1,223,100 2.63 $12.07 – $15.34 1,223,673 5.91 1,154,889 5.87 $15.35 – $19.31 876,147 7.67 531,085 7.65 $19.32 – $24.17 1,156,561 8.84 404,605 8.78 $24.18 – $50.07 995,802 9.77 8,481 9.74 5,475,283 6.78 3,322,160 5.32 |
Schedule of weighted average calculated fair value of the options granted to employees | March 31, December 31, Fair value of common stock $ 54.26 $ 40.83 Dividend yield 0 % 0 % Expected volatility 40 % 42 % Expected term (years) 5.98 6.01 Risk free interest rate 2.40 % 1.14 % | December 31, December 31, Fair value of common stock $ 40.83 $ 20.37 Dividend yield 0 % 0 % Expected volatility 42 % 44 % Expected term (years) 6.01 5.92 Risk free interest rate 1.14 % 0.64 % |
Schedule of operations and comprehensive loss | March 31, 2022 March 31, 2021 Research and development $ 1,603 $ 1,039 Sales and marketing 258 99 General and administrative 603 250 Total $ 2,464 $ 1,388 | December 31, December 31, Research and development $ 4,434 $ 3,605 Sales and marketing 509 414 General and administrative 1,379 1,878 Total $ 6,322 $ 5,897 |
Schedule of stock options outstanding | Outstanding, January 1, 2021 57,535 Authorized 1,200,000 Options granted (1,134,542 ) Awards forfeited or cancelled 376,245 Outstanding, December 31, 2021 499,238 Authorized — Options granted (32,000 ) RSUs granted (362,652 ) Awards forfeited or cancelled 28,855 Outstanding, March 31, 2022 133,441 | |
Schedule of restricted stock activity | Outstanding RSUs Weighted Average Outstanding, January 1, 2022 — $ — Granted 362,652 54.26 Released — — Forfeited — — Outstanding, March 31, 2022 362,652 $ 54.26 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases | Remainder of 2022 as of March 31, 2022 $ 3,000 2023 7,000 2024 11,000 2025 14,000 2026 16,000 Thereafter 48,000 Total $ 99,000 | Operating Financing Year Ending December 31: 2022 $ 3,544 $ 1,383 2023 3,543 189 2024 3,288 122 2025 962 11 2026 505 — Thereafter 1,785 — Total 13,627 1,705 Less: imputed interest (1,735 ) (112 ) Present value of lease liabilities 11,892 1,593 Less: current portion (3,281 ) (1,301 ) Lease liabilities, net of current portion $ 8,611 $ 292 |
Schedule of additional information related to the Company’s lease | March 31, 2022 March 31, 2021 Operating lease cost $ 865 $ 823 Short-term lease cost 57 213 Financing lease cost: Amortization of finance leased assets 411 654 Interest of lease liabilities 36 240 | December 31, Operating lease cost $ 3,654 Short-term lease cost $ 524 Financing lease cost: Amortization of finance leased assets $ 2,575 Interest of lease liabilities $ 472 |
Schedule of weighted average remaining lease term and the weighted average discount rate | Operating Lease Financing Lease Weighted average remaining lease term (years) 4.12 1.23 Weighted average discount rate 5.92 % 10.24 % | Operating Financing Weighted average remaining lease term (years) 4.51 1.22 Weighted average discount rate 5.94 % 13.21 % |
Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases | Operating Lease Financing Lease Year Ending December 31: Remainder of 2022 $ 2,901 $ 828 2023 3,830 189 2024 3,258 122 2025 931 12 2026 474 — Thereafter 1,739 — Total 13,133 1,151 Less: imputed interest (1,541 ) (77 ) Present value of lease liabilities 11,592 1,074 Less: current portion (3,519 ) (822 ) Lease liabilities, net of current portion $ 8,073 $ 252 |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other Expense, Net [Abstract] | ||
Schedule of condensed consolidated statements of operations and comprehensive loss | March 31, 2022 March 31, 2021 Other expense, net: Interest income $ 2 $ 5 Change in fair value of derivative and warrant liability (592 ) (1,403 ) Other expense, net (467 ) (328 ) Total other expense, net $ (1,057 ) $ (1,726 ) | December 31, 2021 2020 Other expense, net: Interest income $ 7 $ 168 Change in fair value of derivative and warrant liability (4,920 ) (1,806 ) Loss on extinguishment of convertible note — (3,775 ) Other expense, net (502 ) 17 Total other expense, net $ (5,415 ) $ (5,396 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of the calculation of basic and diluted net loss per share | March 31, 2022 March 31, 2021 Numerator: Net loss $ (25,103 ) (19,260 ) Denominator: Weighted average shares outstanding – basic and dilutive $ 12,527,229 $ 11,872,698 Basic and diluted net loss per share $ (2.00 ) $ (1.62 ) | December 31, 2021 2020 Numerator: Net loss $ (79,540 ) $ (74,407 ) Less: deemed dividend related to the exchange of Preferred Stock Series D-3A for Preferred Stock Series D-3 — (3,182 ) Net loss attributable to common stockholders $ (79,540 ) $ (77,589 ) Denominator: Weighted average shares outstanding – Basic and Dilutive 12,104,523 11,780,078 Basic and Diluted Net Loss Per Share $ (6.57 ) $ (6.59 ) |
Schedule of outstanding shares of potentially dilutive securities | March 31, 2022 March 31, 2021 Stock options 5,039,511 4,926,154 Series C warrants 362,652 — Common stock warrants 191,355 261,696 Preferred stock 19,248,537 19,132,387 Total 24,842,055 24,320,237 | December 31, 2021 2020 Stock options 5,475,283 5,178,276 Series C Warrants — 134,126 Common stock warrants 191,355 — Preferred Stock 19,248,537 19,132,387 Total 24,915,175 24,444,789 |
Organization (Details)
Organization (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 15, 2021 | Apr. 26, 2022 | Apr. 21, 2022 | Nov. 15, 2021 | Mar. 19, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 09, 2022 | |
Organization (Details) [Line Items] | ||||||||||
Net loss | $ 25,103,000 | $ 79,540,000 | ||||||||
Accumulated deficit | 411,832,000 | 386,729,000 | ||||||||
Cash and cash equivalents on hand | 8,211,000 | 21,626,000 | ||||||||
Transaction cost | $ 111,000,000 | |||||||||
Gross proceeds | 244,000,000 | |||||||||
Trust account | 133,022,440 | 133,010,583 | ||||||||
Transaction related expenses | $ 2,464,000 | $ 1,388,000 | $ 6,322,000 | $ 5,897,000 | ||||||
Archimedes Tech Spac Partners Co [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Total consideration | 2,000,000,000 | |||||||||
Common stock per share (in Dollars per share) | $ 10 | $ 11.5 | ||||||||
Total gross proceeds | 111,000,000 | |||||||||
Warrants description | Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”); each whole Public Warrant will be exercisable to purchase one share of common stock at a price of $11.50 per share. | |||||||||
Transaction costs amounted | $ 4,849,810 | $ 4,849,810 | ||||||||
Underwriting discount | 2,400,000 | 2,400,000 | ||||||||
Other offering costs | 2,449,810 | $ 2,449,810 | ||||||||
Aggregate gross proceed | $ 13,000,000 | |||||||||
Maturity term | 185 days | |||||||||
Percentage of redemption | 100% | 100% | ||||||||
Fair market value, percentage | 80% | |||||||||
Maturity term of proposed public offering | 18 months | |||||||||
Redemption of outstanding public, percentage | 100% | |||||||||
Public per share (in Dollars per share) | $ 10 | |||||||||
Working capital amount | 18,129 | $ 235,295 | ||||||||
Sale of stock | 25,000 | 25,000 | ||||||||
Unsecured promissory note amount | 125,000 | 125,000 | ||||||||
Trust account amount | $ 235,295 | |||||||||
Operating business terms term | 12 months | |||||||||
Sale of stock (in Shares) | 12,000,000 | 12,000,000 | ||||||||
Trust account | $ 133,010,583 | |||||||||
Trust account | $ 18,129 | |||||||||
Archimedes Tech Spac Partners Co [Member] | Merger Agreement [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Total consideration yet to be paid | $ 2,000,000,000 | |||||||||
Archimedes Tech Spac Partners Co [Member] | IPO [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Sale of stock (in Shares) | 12,000,000 | 390,000 | ||||||||
Per share price (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||
Generating gross proceeds | $ 120,000,000 | $ 3,900,000 | $ 3,900,000 | |||||||
Sale of stock (in Shares) | 12,000,000 | 390,000 | ||||||||
Archimedes Tech Spac Partners Co [Member] | Over-Allotment Option [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Per share price (in Dollars per share) | $ 10 | |||||||||
Generating gross proceeds | $ 13,000,000 | |||||||||
Purchase of additional units (in Shares) | 1,800,000 | 1,800,000 | ||||||||
Purchase of shares (in Shares) | 1,300,000 | |||||||||
Aggregate gross proceed | $ 13,000,000 | |||||||||
Transaction costs | $ 260,000 | |||||||||
Sale of additional units (in Shares) | 26,000 | |||||||||
Net proceeds | $ 133,000,000 | |||||||||
Cash underwriting fees | 260,000 | |||||||||
Class A Common Stock [Member] | Archimedes Tech Spac Partners Co [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Purchase shares of common stock (in Shares) | 11,100,000 | |||||||||
Common stock per share (in Dollars per share) | $ 10 | |||||||||
Subsequent Event [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Per share price (in Dollars per share) | $ 10 | |||||||||
Purchase of additional units (in Shares) | 11,300,000 | |||||||||
Aggregate gross proceed | $ 113,000,000 | |||||||||
Net proceeds | 93,064,000 | |||||||||
Gross proceeds | 5,357,000 | |||||||||
Transaction related expenses | 25,293,000 | |||||||||
Subsequent Event [Member] | Archimedes Tech Spac Partners Co [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Total gross proceeds | 113,000,000 | |||||||||
Trust account | 127,679,500 | |||||||||
Remaining balance | $ 5,356,628 | |||||||||
Purchased aggregate shares (in Shares) | 11,300,000 | |||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||
Aggregate paid amount | $ 127,679,500 | |||||||||
Approximately amount | $ 5,356,628 | |||||||||
Outstanding percentage | 100% | |||||||||
Received amount | $ 5,356,628 | |||||||||
PIPE proceeds amount | $ 113,000,000 | |||||||||
Tax payments | $ 167,955 | |||||||||
Business Combination [Member] | Archimedes Tech Spac Partners Co [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Acquired business, percentage | 50% | |||||||||
Net tangible assets | $ 5,000,001 | |||||||||
Business combination, description | A public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the Company does not complete a Business Combination within the Combination Period. | |||||||||
Business Combination [Member] | Subsequent Event [Member] | Archimedes Tech Spac Partners Co [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Acquired business, percentage | 100% | |||||||||
Received amount | $ 5,356,628 | |||||||||
PIPE proceeds amount | $ 113,000,000 | |||||||||
Business Combination [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Risk term | 1 year | |||||||||
EarlyBirdCapital [Member] | Archimedes Tech Spac Partners Co [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Generating gross proceeds | 260,000 | $ 3,900,000 | ||||||||
EarlyBirdCapital [Member] | Archimedes Tech Spac Partners Co [Member] | Over-Allotment Option [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Generating gross proceeds | $ 260,000 | |||||||||
SoundHound [Member] | Subsequent Event [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Per share price (in Dollars per share) | $ 10 | |||||||||
SoundHound [Member] | Subsequent Event [Member] | Archimedes Tech Spac Partners Co [Member] | ||||||||||
Organization (Details) [Line Items] | ||||||||||
Outstanding amount | $ 2,000,000,000 |
Restatement of Prior Period F_3
Restatement of Prior Period Financial Statements (Details) - Schedule of revision on the company’s financial statements - Archimedes Tech Spac Partners Co [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 15, 2021 | |
As Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant Liabilities | ||||
Total Liabilities | 591,387 | |||
Common stock subject to possible redemption | $ 128,744,590 | 116,095,120 | ||
Common stock | 459 | 465 | ||
Additional paid-in capital | $ 5,084,297 | 5,004,068 | ||
Total Stockholder’s Equity | 5,000,003 | |||
Unaudited Statement of Operations for the three months ended March 31, 2021 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 2,059,408 | |||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 3,856,614 | |||
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share) | $ 0 | $ 0.46 | $ 0.31 | |
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share) | $ (0.02) | $ (1) | $ (0.87) | |
Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 | ||||
Issuance of representative shares – Additional Paid-in-Capital | $ 3,458 | $ 3,458 | $ 3,458 | |
Issuance of representative shares – Stockholders’ Equity (Deficit) | 3,500 | 3,500 | 3,500 | |
Offering costs charged to the Stockholders’ equity | (428,847) | (428,847) | (428,847) | |
Reclassification of offering costs related to public shares | 2,886,166 | 2,886,166 | ||
Accretion of common stock to redemption value | (11,472,253) | (11,472,253) | ||
Unaudited Statement of Cash Flows for the three months ended March 31, 2021 | ||||
Initial value of common stock subject to possible redemption (in Shares) | 115,841,700 | |||
Change in value of common stock subject to possible redemption | $ 12,902,890 | |||
Reclassification of offering costs related to public shares | (2,886,166) | (2,886,166) | ||
Accretion of common stock to redemption value | $ 11,472,253 | $ 11,472,253 | ||
Accretion of common stock to redemption value (interest earned on trust account) | ||||
Adjustments [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant Liabilities | 253,413 | |||
Total Liabilities | 254,413 | |||
Common stock subject to possible redemption | 4,255,935 | 3,904,880 | ||
Common stock | (43) | (39) | ||
Additional paid-in capital | $ (4,255,892) | (4,158,254) | ||
Total Stockholder’s Equity | (4,158,293) | |||
Unaudited Statement of Operations for the three months ended March 31, 2021 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 247,259 | |||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | (514,481) | |||
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share) | $ 3.41 | $ 0.08 | $ 0.06 | |
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share) | $ (2.36) | $ (0.17) | $ (0.14) | |
Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 | ||||
Issuance of representative shares – Additional Paid-in-Capital | $ 2,020,963 | $ 2,020,963 | $ 2,020,963 | |
Issuance of representative shares – Stockholders’ Equity (Deficit) | 2,020,963 | 2,020,963 | 2,020,963 | |
Offering costs charged to the Stockholders’ equity | (2,020,963) | (2,020,963) | (2,020,963) | |
Reclassification of offering costs related to public shares | 4,779,936 | 1,893,770 | 1,893,770 | |
Accretion of common stock to redemption value | $ (13,366,023) | (1,893,770) | (1,893,770) | |
Unaudited Statement of Cash Flows for the three months ended March 31, 2021 | ||||
Initial value of common stock subject to possible redemption (in Shares) | 8,572,213 | |||
Change in value of common stock subject to possible redemption | $ (12,902,365) | |||
Reclassification of offering costs related to public shares | (4,779,936) | (1,893,770) | (1,893,770) | |
Accretion of common stock to redemption value | 13,366,023 | $ 1,893,770 | $ 1,893,770 | |
Accretion of common stock to redemption value (interest earned on trust account) | 525 | |||
As Restated [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant Liabilities | 253,413 | |||
Total Liabilities | 844,800 | |||
Common stock subject to possible redemption | 133,000,525 | 120,000,000 | ||
Common stock | 416 | 426 | ||
Additional paid-in capital | $ 828,405 | 845,814 | ||
Total Stockholder’s Equity | $ 841,710 | |||
Unaudited Statement of Operations for the three months ended March 31, 2021 | ||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 2,306,667 | |||
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 3,342,133 | |||
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share) | $ 3.41 | $ 0.54 | $ 0.37 | |
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share) | $ (2.38) | $ (1.17) | $ (1.01) | |
Unaudited Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 | ||||
Issuance of representative shares – Additional Paid-in-Capital | $ 2,024,421 | $ 2,024,421 | $ 2,024,421 | |
Issuance of representative shares – Stockholders’ Equity (Deficit) | 2,024,463 | 2,024,463 | 2,024,463 | |
Offering costs charged to the Stockholders’ equity | (2,449,810) | (2,449,810) | (2,449,810) | |
Reclassification of offering costs related to public shares | 4,779,936 | 4,779,936 | 4,779,936 | |
Accretion of common stock to redemption value | $ (13,366,023) | (13,366,023) | (13,366,023) | |
Unaudited Statement of Cash Flows for the three months ended March 31, 2021 | ||||
Initial value of common stock subject to possible redemption (in Shares) | 124,413,913 | |||
Change in value of common stock subject to possible redemption | ||||
Reclassification of offering costs related to public shares | (4,779,936) | (4,779,936) | (4,779,936) | |
Accretion of common stock to redemption value | 13,366,023 | $ 13,366,023 | $ 13,366,023 | |
Accretion of common stock to redemption value (interest earned on trust account) | $ 525 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 15, 2021 USD ($) | Mar. 15, 2021 USD ($) | Mar. 19, 2021 USD ($) shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash and cash equivalent | $ 8,211,000 | $ 29,530,000 | $ 21,626,000 | $ 43,692,000 | |||
Other expense | 501,000 | ||||||
Other expense, net | (18,000) | ||||||
Allowance for doubtful accounts | $ 109,000 | 109,000 | |||||
Property and equipment percentage | 11.70% | ||||||
Assets in other foreign jurisdictions percentage | 1.70% | ||||||
Deferred offering costs | $ 1,264,000 | ||||||
Operating lease liabilities | 11,428,000 | ||||||
Operating lease | 9,848,000 | ||||||
Deferred rent | 827,000 | ||||||
Tenant improvement allowance | 1,098,000 | ||||||
Prepaid rent | 345,000 | ||||||
Cash and cash equivalent | 8,211,000 | 21,626,000 | 43,692,000 | ||||
Recognized net losses (gains) related to foreign currency transactions | 464,000 | $ 367,000 | |||||
Deferred offering costs | 3,318,000 | 1,264,000 | |||||
Dividend yield amount | 0 | ||||||
Archimedes Tech Spac Partners Co [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Cash and cash equivalent | 235,295 | ||||||
Marketable securities held in Trust Account | 133,022,440 | 133,010,583 | |||||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | |||||
Percentage of public shares | 76.20% | 40.80% | 72.80% | ||||
Percentage of founder non-redeemable shares | 23.80% | 59.20% | 27.20% | ||||
Founder shares (in Shares) | shares | 325,000 | ||||||
Purchase public units (in Shares) | shares | 1,300,000 | ||||||
Gross proceeds | $ 13,000,000 | ||||||
Underwriting discount | 260,000 | ||||||
Cash and cash equivalent | $ 18,129 | $ 235,295 | |||||
Gross proceeds | 13,000,000 | ||||||
Transaction costs | $ 260,000 | ||||||
Archimedes Tech Spac Partners Co [Member] | Over-Allotment Option [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Founder shares (in Shares) | shares | 325,000 | ||||||
Option to purchase (in Shares) | shares | 1,300,000 | ||||||
Gross proceeds | $ 13,000,000 | ||||||
Archimedes Tech Spac Partners Co [Member] | IPO [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Deferred offering costs | $ 4,849,810 | $ 4,849,810 | |||||
Underwriting discount | 2,400,000 | 2,400,000 | |||||
Other offering costs | $ 2,449,810 | 2,449,810 | |||||
Offering costs | $ 4,849,810 | ||||||
Accounts Receivable [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Number of customers | 3 | 5 | 2 | ||||
Concentration risk, percentage | 72% | 86% | 87% | ||||
Revenue [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Number of customers | 4 | 3 | 3 | 2 | |||
Concentration risk, percentage | 59% | 60% | 61% | 43% | |||
Operating Leases [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Operating lease liabilities | $ 11,428,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share [Line Items] | ||||
Net loss | $ (981,884) | |||
Accretion of temporary equity to redemption value | $ (11,857,000) | $ (13,366,548,000) | (13,376,606) | |
Net loss including accretion of temporary equity to redemption value | $ (397,307,000) | $ (13,450,581,000) | $ (14,358,490) | |
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 12,527,229,000 | 11,872,698,000 | 12,104,523,000 | 11,780,078,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (2) | $ (1.62) | $ (6.57) | $ (6.59) |
Redeemable [Member] | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (302,628,000) | $ (5,492,495,000) | $ (10,451,084) | |
Accretion of temporary equity to redemption value | (11,857,000) | (13,366,548,000) | 13,376,606 | |
Allocation of net income (loss) | $ (290,771,000) | $ 7,874,053,000 | $ 2,925,522 | |
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 13,300,000 | 2,306,667 | 10,589,315 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.28 | |||
Non-redeemable [Member] | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (3,907,406) | |||
Accretion of temporary equity to redemption value | ||||
Allocation of net income (loss) | $ (3,907,406) | |||
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 3,959,088 | |||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.99) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | ||
Mar. 19, 2021 | Mar. 31, 2022 | Mar. 15, 2021 | |
Initial Public Offering (Details) [Line Items] | |||
Sale of public shares (in Shares) | 12,000,000 | ||
Partially exercised the over-allotment option to purchase (in Shares) | 1,300,000 | ||
Purchase price per public unit | $ 10 | ||
Gross proceeds (in Dollars) | $ 13,000,000 | ||
Net proceeds (in Dollars) | $ 133,000,000 | ||
Sale of public units price per share | $ 10 | ||
Warrants price per share | $ 11.5 | ||
Archimedes Tech Spac Partners Co [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of public shares (in Shares) | 12,000,000 | ||
Sale of public units price per share | $ 11.5 | $ 10 | |
Warrants price per share | $ 11.5 | ||
Partially exercised the over-allotment option to purchase (in Shares) | 1,300,000 | ||
Purchase price per public unit | $ 10 | ||
Gross proceeds (in Dollars) | $ 13,000,000 | ||
Net proceeds (in Dollars) | $ 133,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Mar. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | |||
Purchased aggregate shares | 390,000 | ||
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Generating gross proceeds | $ 3,900,000 | ||
EarlyBirdCapital [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase price per share | $ 10 | $ 10 | |
Additional shares of private units | 26,000 | ||
EarlyBirdCapital [Member] | Archimedes Tech Spac Partners Co [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchased aggregate shares | 390,000 | ||
Purchase price per share | $ 10 | $ 10 | |
Generating gross proceeds | $ 260,000 | $ 3,900,000 | |
Additional shares of private units | 26,000 | ||
Sponsor [Member] | Maximum [Member] | |||
Private Placement (Details) [Line Items] | |||
Generating gross proceeds | $ 260,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Mar. 10, 2021 | Feb. 10, 2021 | Jan. 04, 2021 | Mar. 19, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Apr. 21, 2022 | Apr. 09, 2022 | Mar. 15, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Public units (in Shares) | 1,300,000 | ||||||||||||
Forfeited shares (in Shares) | 125,000 | ||||||||||||
Description of founder shares | Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||
Loan amount | $ 100,000 | ||||||||||||
Promissory note | $ 125,000 | ||||||||||||
Related party transaction, description | The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units. | ||||||||||||
Aggregate fee | $ 10,000 | ||||||||||||
Company recorded | $ 30,000 | $ 7,097 | |||||||||||
Warrant [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Loan amount | $ 300,000 | ||||||||||||
Price per share (in Dollars per share) | $ 20.37 | 20.37 | $ 20.37 | ||||||||||
Archimedes Tech Spac Partners Co [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Shares of common stock (in Shares) | 12,000,000 | 12,000,000 | |||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Public units (in Shares) | 1,300,000 | ||||||||||||
Forfeited shares (in Shares) | 125,000 | ||||||||||||
Description of founder shares | Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||
Loan amount | $ 100,000 | ||||||||||||
Promissory note | $ 125,000 | ||||||||||||
Related party transaction, description | The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units. | ||||||||||||
Secretarial service fee | $ 10,000 | ||||||||||||
Administrative Service fee | $ 97,097 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Loan amount | $ 167,955 | ||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||
Founder Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Public units (in Shares) | 1,300,000 | ||||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Payment of amount | $ 25,000 | ||||||||||||
Shares of common stock (in Shares) | 2,875,000 | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Forfeited shares (in Shares) | 450,000 | 375,000 | |||||||||||
Dividend per share (in Dollars per share) | $ 0.2 | ||||||||||||
Aggregate of founder shares outstanding (in Shares) | 3,450,000 | ||||||||||||
Aggregate amount | $ 125,000 | ||||||||||||
Price per share (in Dollars per share) | $ 0.009 | ||||||||||||
Sponsor [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Payment of amount | $ 25,000 | ||||||||||||
Price per share | $ 0.009 | ||||||||||||
Shares of common stock (in Shares) | 2,875,000 | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Forfeited shares (in Shares) | 450,000 | 375,000 | |||||||||||
Dividend per share (in Dollars per share) | $ 0.2 | ||||||||||||
Aggregate of founder shares outstanding (in Shares) | 3,450,000 | ||||||||||||
Loan amount | $ 300,000 | ||||||||||||
Aggregate amount | 125,000 | ||||||||||||
Promissory Note [Member] | Sponsor [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Loan amount | 25,000 | ||||||||||||
Promissory Note [Member] | Sponsor [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Loan amount | $ 25,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||||||
Change in fair value | $ 253 | |||||
Intrinsic value | $ 1,931 | |||||
Preferred Stock fair value | $ 5,816 | |||||
Fair of debt proceeds | $ 2,316 | $ 1,527 | ||||
Common stock warrants description | The warrants were classified as equity instruments at inception with a corresponding discount recorded at issuance against the outstanding notes in connection with the SVB March 2021 Note or as an asset in connection with the SCI June 2021 Note. The common stock warrants are not subject to remeasurement at each subsequent balance sheet date due to their classification as equity instruments as they are considered indexed to the Company’s stock. As of December 31, 2021, none of these warrants have been exercised. | |||||
Increased probability percentage | 100% | |||||
Warrant [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Exchange price (in Dollars per share) | $ 20.37 | $ 20.37 | ||||
Fair of debt proceeds | $ 2,316 | |||||
Series B Warrants [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Increase in fair value | $ 269 | |||||
Expected dividend yield | 0% | |||||
Shares issued (in Shares) | 101,574 | |||||
Series B Preferred Stock [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Exchange price (in Dollars per share) | $ 1.97 | $ 1.97 | ||||
Change in fair value | $ 200 | |||||
Series C Warrants [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Increase in fair value | $ 318 | |||||
Change in fair value | $ 3,812 | |||||
Aggregate fair value | $ 0 | $ 2,004 | ||||
Series C Preferred Stock [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Shares issued (in Shares) | 116,150 | |||||
Exchange price (in Dollars per share) | $ 6.71 | $ 6.71 | ||||
Preferred Stock fair value | $ 5,816 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a non-recurring basis - Archimedes Tech Spac Partners Co [Member] - USD ($) | Dec. 31, 2021 | Jan. 13, 2021 |
Stockholders’ Equity: | ||
Representative Shares | $ 2,024,463 | |
Total | 2,024,463 | |
Assets: | ||
U.S. Mutual Fund held in Trust Account | $ 133,010,583 | |
Total | 133,010,583 | |
Liabilities: | ||
Warrant Liability | 247,514 | |
Total | 247,514 | |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Stockholders’ Equity: | ||
Representative Shares | ||
Total | ||
Assets: | ||
U.S. Mutual Fund held in Trust Account | 133,010,583 | |
Total | 133,010,583 | |
Liabilities: | ||
Warrant Liability | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Stockholders’ Equity: | ||
Representative Shares | ||
Total | ||
Assets: | ||
U.S. Mutual Fund held in Trust Account | ||
Total | ||
Liabilities: | ||
Warrant Liability | ||
Total | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Stockholders’ Equity: | ||
Representative Shares | 2,024,463 | |
Total | $ 2,024,463 | |
Assets: | ||
U.S. Mutual Fund held in Trust Account | ||
Total | ||
Liabilities: | ||
Warrant Liability | 247,514 | |
Total | $ 247,514 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of warrant liability - Archimedes Tech Spac Partners Co [Member] - Warrant Liability [Member] - $ / shares | 1 Months Ended | ||
May 15, 2021 | Jan. 13, 2021 | Dec. 31, 2021 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Expected term (years) | 5 years 11 months 26 days | 1 year 1 month 9 days | 5 years 3 months 18 days |
Expected volatility | 24.30% | 12.50% | 19.50% |
Risk-free interest rate | 1.06% | 0.12% | 1.29% |
Stock price (in Dollars per share) | $ 9.36 | $ 9.37 | $ 9.58 |
Dividend yield | 0% | 0% | 0% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value warrant liability - Archimedes Tech Spac Partners Co [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value warrant liability [Line Items] | |
Fair value as of December 31, 2020 | |
Initial fair value of warrant liability upon issuance at IPO | 270,307 |
Change in fair value | (22,793) |
Fair value as of September 30, 2021 | $ 247,514 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 01, 2021 | Mar. 16, 2021 | Mar. 15, 2021 | Mar. 10, 2021 | Mar. 10, 2021 | Jan. 13, 2021 | Jan. 13, 2021 | Aug. 31, 2021 | Mar. 19, 2021 | Mar. 16, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Fixed underwriting discount | $ 1,132,000 | $ 2,529,000 | $ 4,175,000 | ||||||||||||||
Exclusive agreement, description | the Company entered into an exclusive agreement with a cloud service provider to host its voice artificial intelligence platform pursuant to which the Company committed to pay $100,000 in cloud costs over a seven-year period contingent upon the successful completion of the Business Combination. | ||||||||||||||||
Landlord of lease guarantee | 1,656,000 | ||||||||||||||||
Letter of credit | 230,000 | ||||||||||||||||
tangible net | 100,000,000 | ||||||||||||||||
Market capitalization | 300,000,000 | ||||||||||||||||
Reduced amount | 230,000 | ||||||||||||||||
Letter of credit requirement amount | 1,196,000 | $ 1,196,000 | |||||||||||||||
Restricted cash equivalents | 460,000 | 230,000 | |||||||||||||||
Restricted cash equivalents | 230,000 | ||||||||||||||||
Lease agreement | 94,000 | ||||||||||||||||
Contingencies | $ 1,105,000 | $ 1,105,000 | $ 829,000 | ||||||||||||||
Discretionary bonuses | $ 670,000 | ||||||||||||||||
Committed to pay a minimum cost | $ 99,000,000 | ||||||||||||||||
Share price (in Dollars per share) | $ 10 | ||||||||||||||||
Archimedes Tech Spac Partners Co [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Registration rights terms, description | EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |||||||||||||||
Fixed underwriting discount | $ 2,400,000 | ||||||||||||||||
Partially exercised the over-allotment option to purchase (in Shares) | 1,300,000 | ||||||||||||||||
Fixed underwriting discount | $ 260,000 | ||||||||||||||||
Proposed public offering period | 1 year | ||||||||||||||||
Percentage of escrow account | 90% | 90% | |||||||||||||||
Fair value of representative shares | $ 2,024,463 | $ 2,024,463 | |||||||||||||||
Trust account percentage | 2% | 2% | |||||||||||||||
Units in shares (in Shares) | 12,000,000 | 12,000,000 | |||||||||||||||
Legal fee | $ 100,000 | ||||||||||||||||
Enterprise value percentage | 1% | ||||||||||||||||
Finder’s fee | $ 2,660,000 | ||||||||||||||||
Underwriters Agreement [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Description of agreement | EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full). | EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full). | |||||||||||||||
Units in shares (in Shares) | 2,760,000 | ||||||||||||||||
Underwriters Agreement [Member] | Archimedes Tech Spac Partners Co [Member] | Over-allotment [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Units in shares (in Shares) | 2,400,000 | ||||||||||||||||
Representative Shares [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Number of shares (in Shares) | 350,000 | 350,000 | |||||||||||||||
Share price (in Dollars per share) | $ 0.0001 | ||||||||||||||||
Dividend shares of common stock (in Shares) | 0.2 | 0.2 | |||||||||||||||
Additional shares issued (in Shares) | 70,000 | ||||||||||||||||
Aggregate units in shares (in Shares) | 420,000 | 420,000 | |||||||||||||||
Share price (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||
Fair value | $ 2,024,463 | $ 2,024,463 | |||||||||||||||
Additional shares issued (in Shares) | 70,000 | 70,000 | |||||||||||||||
Consulting Agreement [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Consulting fees percentage | 1% | ||||||||||||||||
Consulting Agreement [Member] | Dr. Julia [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Closing amount of finder's fee | $ 2,660,000 | ||||||||||||||||
Business Combination Marketing Agreement [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Description of business combination | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination. | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which will become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination. | |||||||||||||||
Business Combination Legal Services Agreement [Member] | Archimedes Tech Spac Partners Co [Member] | |||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||
Description of retainer fees | the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. | the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. As of December 31, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | |||
Common stock, shares authorized | 45,000,000 | 45,000,000 | 45,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 12,718,968 | 12,280,051 | 11,818,761 |
Description of warrant | Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. | ||
Warrant redemption, Description | The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount. | ||
Common stock, shares outstanding | 12,718,968 | 12,280,051 | 11,818,761 |
Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock issued or outstanding, description | As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. | ||
Common Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares issued | 4,161,000 | ||
Common stock, subject to possible redemption | 13,300,000 | 13,300,000 | |
Common stock, shares outstanding | 4,161,000 | ||
Archimedes Tech Spac Partners Co [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 31,000,000 | 31,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,161,000 | 4,161,000 | 0 |
Description of warrant | Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. | ||
Warrant redemption, Description | The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant, ●at any time after the warrants become exercisable, ●upon not less than 30 days’ prior written notice of redemption to each warrant holder, ●If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount. | ||
Common stock, shares outstanding | 4,161,000 | 4,161,000 | 0 |
Archimedes Tech Spac Partners Co [Member] | Preferred Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock issued or outstanding, description | As of December 31, 2021, there were no shares of preferred stock issued or outstanding. | ||
Archimedes Tech Spac Partners Co [Member] | Common Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares issued | 4,161,000 | ||
Common stock, subject to possible redemption | 13,300,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax (Details) [Line Items] | ||||
Income tax expense | $ 456,000 | $ 738,000 | ||
Valuation allowance | $ 17,934,000 | 15,265,000 | ||
Income tax provisions description | The Company is not asserting permanent reinvestment of its unrepatriated foreign earnings under APB23. Management has analyzed the unrepatriated foreign earnings balances and determined that the following balances exist according to U.S. GAAP as of December 31, 2021: $972 in Canada, $0 in China, $5,681 in Germany, $159 in Japan and $0 in Korea. Based on the U.S. income tax treaties with Japan and Germany, the Company is entitled to a reduced 0% withholding rate on dividends from the Japanese and German subsidiaries (respectively). Under the U.S. income tax treaty with Canada, the withholding tax rate on dividends is reduced to 5%. Based on the unrepatriated earnings balance of $972, the effective tax liability is approximately $49. Management deems this amount to be immaterial to the financials. As of December 31, 2021, the Company had net operating loss carry forwards of approximately $301,503 and $102,925 available to reduce future taxable income, if any, for both federal and state income tax purposes, respectively. Additionally, as of December 31, 2021, the Company had Germany net operating loss carryforwards of $3,383. The federal and state net operating loss carry forwards will start to expire in 2025 and 2028, respectively, with the exception of $212,867 in federal net operating loss carryforwards, which can be carried forward indefinitely. | |||
Research and development credit carry forwards | $ 8,900,000 | 7,993,000 | ||
Interest and penalties | $ 474,000 | |||
Operating loss credits description | The Company’s tax years 2006 to 2021 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. | |||
Valuation allowance deferred tax assets | $ 86,695,000 | $ 68,760,000 | $ 86,694,000 | $ 50,821,000 |
Archimedes Tech Spac Partners Co [Member] | ||||
Income Tax (Details) [Line Items] | ||||
Federal net operating loss carryforwards | 366,866 | |||
Change in the valuation allowance | $ 210,982 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - Archimedes Tech Spac Partners Co [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 51,171 | $ 150 |
Capitalized costs related to Business Combination | 82,920 | |
Federal net operating loss | 77,042 | |
Total deferred tax asset | 211,133 | 150 |
Valuation allowance | (211,133) | (150) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision consists - Income Taxes [Member] - Archimedes Tech Spac Partners Co [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Current | ||
Deferred | 211,133 | 150 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | (211,133) | (150) |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of effective tax rate - Archimedes Tech Spac Partners Co [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax (Details) - Schedule of effective tax rate [Line Items] | |
Statutory federal income tax rate | 21% |
State taxes, net of federal tax benefit | 0% |
Permanent Book/Tax Differences | 0.49% |
Change in valuation allowance | (21.49%) |
Income tax provision |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||||
Apr. 09, 2022 | Apr. 30, 2022 | Apr. 26, 2022 | Apr. 21, 2022 | Apr. 18, 2022 | Apr. 13, 2022 | |
Subsequent Events (Details) [Line Items] | ||||||
Increase gross proceeds | $ 2,000 | |||||
Business combination description | the Company and Archimedes Tech SPAC Partners Co. (“ATSP”) completed a merger resulting in the reverse recapitalization of the Company (the “Business Combination”) and the issuance of common stock in the PIPE investment. Upon the Closing of the Business Combination, ATSP changed its name to SoundHound AI, Inc. Cash proceeds of the Business Combination were funded through a combination of $5,357 held in trust by ATSP (following satisfaction of redemptions by public stockholders), and $113,000 in aggregate gross proceeds from PIPE investors in exchange for 11,300,000 shares of SoundHound AI Class A common stock that closed substantially contemporaneously with the Closing of the Business Combination. The combined company incurred $25,293 of expenses related to the transaction. After giving effect to these transactions, SoundHound received $93,064 in net proceeds, which are intended to be used for general corporate purposes, including investments in sales, marketing and advancement of product development, but which may also be used to acquire other companies in the Voice AI industry. | |||||
Agreed to sell, common stock (in Shares) | 200,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Purchase price, per share (in Dollars per share) | $ 10 | |||||
Gross proceeds | $ 2,000,000 | |||||
Advisory fee | $ 500,000 | |||||
Exceed percentage | 2% | |||||
Advisory fee amount | $ 500,000 | |||||
Remaining payable | 250,000 | |||||
Installment payment amount | 41,667 | |||||
Loan amount | $ 167,955 | |||||
Trust proceeds | $ 5,356,628 | |||||
Purchase of aggregate shares (in Shares) | 11,300,000 | |||||
Total gross proceeds | $ 113,000,000 | |||||
Wedbush [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Advisory fee amount | $ 750,000 | |||||
IB CAP [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Advisory fee amount | $ 550,000 | |||||
CF&CO [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Advisory fee amount | $ 750,000 | |||||
SoundHound [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Purchase price, per share (in Dollars per share) | $ 10 | |||||
Stock option outstanding | $ 2,000,000,000 | |||||
Outstanding percentage | 100% | |||||
Trust account | $ 127,679,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives company' s property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives, description | Lesser of useful life or the term of the lease |
Computer Equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) [Line Items] | ||||
Professional service revenue | $ 567 | $ 0 | $ 2,446 | $ 2,194 |
Majority of revenue | 4,696 | 886 | ||
Deferred revenue | 2,162 | 14,945 | 7,503 | |
Decrease in deferred revenue | 4,346 | |||
Related to customer contracts unsatisfied amount | 27,253 | 31,323 | ||
Recognized revenue | $ 10,811 | $ 8,034 | ||
Revenue recognized term | 1 year | 1 year | ||
Expected recognized revenue | $ 12,144 | $ 14,858 | ||
Customer contract amount | $ 4,298 | $ 8,431 | ||
Contractual term | 5 years | 5 years | ||
Long term debt term | 1 year | 1 year | ||
Short term period | 1 year | 1 year | ||
Minimum [Member] | ||||
Revenue Recognition (Details) [Line Items] | ||||
Contract terms of hosted services range | 1 year | 1 year | ||
Revenue recognized term | 2 years | 2 years | ||
Maximum [Member] | ||||
Revenue Recognition (Details) [Line Items] | ||||
Contract terms of hosted services range | 20 years | 20 years | ||
Revenue recognized term | 5 years | 5 years | ||
Contract Balances [Member] | ||||
Revenue Recognition (Details) [Line Items] | ||||
Prepaid expenses and other current assets | $ 141 | $ 54 | $ 43 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenues under each performance - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of revenues under each performance [Abstract] | ||||
Hosted services | $ 3,344 | $ 3,387 | $ 12,764 | $ 8,563 |
Professional services | 567 | 7,142 | 3,080 | |
Monetization | 208 | 352 | 1,291 | 1,374 |
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of disaggregates revenue by geographic location - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
Germany [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 683 | 1,019 | 7,526 | 3,339 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,389 | 1,068 | 5,117 | 3,538 |
Japan [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 927 | 1,033 | 3,797 | 3,496 |
Korea [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 412 | 478 | 1,373 | 1,855 |
France [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 459 | 2,616 | 618 | |
Other Location [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 420 | $ 141 | $ 768 | $ 171 |
Revenue Recognition (Details)_3
Revenue Recognition (Details) - Schedule of revenue recognition pattern - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
Over Time Revenue [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||
Total | 3,911 | 3,387 | 15,210 | 10,757 |
Point-In-Time [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||
Total | $ 379 | $ 352 | $ 5,987 | $ 2,260 |
Revenue Recognition (Details)_4
Revenue Recognition (Details) - Schedule of Service - Revenue Benchmark [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
Product Royalties [Member] | ||||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | 3,709 | 2,984 | 18,356 | 10,372 |
Service Subscriptions [Member] | ||||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | 373 | 403 | 1,550 | 1,271 |
Monetization [Member] | ||||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | $ 208 | $ 352 | $ 1,291 | $ 1,374 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net (Details) [Line Items] | |||
Finance lease obligations | $ 16,622 | $ 16,278 | |
Accumulated depreciation | $ 4,470 | 13,938 | 11,673 |
Depreciation and amortization expense | 5,502 | 6,037 | |
Finance lease obligations | $ 2,331 | ||
Accumulated depreciation | 4,293 | ||
Depreciation and amortization expense | 1,292 | 1,451 | |
Property and Equipment, Net [Member] | |||
Property and Equipment, Net (Details) [Line Items] | |||
Finance lease obligations | $ 6,731 | $ 6,975 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, Total | $ 34,165 | $ 33,554 | $ 32,488 |
Less: accumulated depreciation and amortization | (28,691) | (27,399) | (22,053) |
Total property and equipment, net | 5,474 | 6,155 | 10,435 |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, Total | 20,686 | 20,571 | 19,867 |
Software and voice recordings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, Total | 8,912 | 8,687 | 8,335 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, Total | 3,826 | 3,567 | 3,560 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, Total | $ 741 | 729 | 720 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, Total | $ 6 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Text Block Supplement [Abstract] | |||
Accrued interest | $ 233 | $ 233 | $ 395 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | |||
Accrued compensation expenses | $ 7,548 | $ 3,802 | $ 2,692 |
Accrued interest | 1,554 | 1,369 | |
Accrued vendor payables | 1,511 | 1,109 | 509 |
Accrued professional services | 925 | 934 | 149 |
Other accrued liabilities | 165 | 84 | 61 |
Total | $ 11,703 | $ 7,298 | $ 3,411 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2013 | Apr. 30, 2013 | Mar. 31, 2011 | Sep. 30, 2010 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 14, 2021 | Nov. 30, 2020 | |
Warrants (Details) [Line Items] | |||||||||||
Issued detachable warrants | 127,570 | 63,785 | |||||||||
Other expenses (in Dollars) | $ 3,812 | ||||||||||
Initial allocated fair value (in Dollars) | $ 2,316 | $ 1,527 | |||||||||
Warrants were exercised | 0 | ||||||||||
Warrant [Member] | |||||||||||
Warrants (Details) [Line Items] | |||||||||||
Share price (in Dollars per share) | $ 20.37 | $ 20.37 | |||||||||
Fair value adjustment warrants (in Dollars) | $ 0 | $ 0 | $ 2,004 | ||||||||
Series B Preferred Stock [Member] | |||||||||||
Warrants (Details) [Line Items] | |||||||||||
Issued detachable warrants | 25,394 | 76,180 | |||||||||
Share price (in Dollars per share) | $ 1.97 | $ 1.97 | |||||||||
Warrant term description | The warrants have a ten-year expiration date from the applicable closing date of September 2020 and March 2021. The remaining warrants were exercised during the year ended December 31, 2020 and, therefore, were no longer outstanding as of December 31, 2020. | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Warrants (Details) [Line Items] | |||||||||||
Issued detachable warrants | 89,418 | 44,708 | |||||||||
Share price (in Dollars per share) | $ 6.71 | $ 6.71 | |||||||||
Shares outstanding | 134,126 | ||||||||||
Shares issued | 116,150 |
Convertible Notes and Note Pa_3
Convertible Notes and Note Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2021 | Jun. 14, 2021 | |
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Cash proceeds | $ 15,000,000 | $ 25,000,000 | ||||||||||
Annual interest rate | 5% | 5% | ||||||||||
Maturity date | Jun. 26, 2022 | May 15, 2022 | ||||||||||
Discount percentage | 20% | 20% | ||||||||||
Price per share (in Dollars per share) | $ 0.8 | $ 0.8 | ||||||||||
Conversion amount | $ 30,000 | $ 40,000,000 | $ 30,000,000 | |||||||||
Outstanding principal percentage | 100% | 200% | ||||||||||
Derivative liability | $ 2,460,000 | $ 4,060,000 | $ 2,460,000 | |||||||||
Total amount of debt discount at issuance | 2,529,000 | $ 4,175,000 | $ 1,132,000 | |||||||||
Interest expense | 2,015,000 | |||||||||||
Amortization of debt discount | 1,265,000 | $ 1,050,000 | ||||||||||
Total interest expense | 1,724,000 | |||||||||||
Total proceeds | $ 30,000,000 | $ 40,000,000 | ||||||||||
Converted shares (in Shares) | 766,293 | |||||||||||
Total amount of debt discount | $ 21,268,000 | $ 3,532,000 | ||||||||||
Derivative liability at fair value | 5,360,000 | |||||||||||
Net loss | 3,775,000 | |||||||||||
Borrowings | $ 30,000,000 | $ 30,000,000 | ||||||||||
Issuance of warrants to purchase (in Shares) | 127,570 | |||||||||||
Fair value issuance | 2,316,000 | $ 2,316,000 | ||||||||||
Final payment provision | 525,000 | 1,050,000 | ||||||||||
Interest rate | 9% | |||||||||||
Comprehensive loss | 675,000 | |||||||||||
Unpaid of accrued interest | 233,000 | $ 233,000 | $ 395,000 | |||||||||
Unamortized debt discount | 566,000 | 1,086,000 | ||||||||||
Increments amount | 5,000,000 | |||||||||||
Total commitment amount | $ 15,000,000 | $ 15,000,000 | ||||||||||
Initial amount | $ 5,000,000 | |||||||||||
Remaining amount | 10,000,000 | $ 10,000,000 | ||||||||||
Final payment percentage | 3.50% | |||||||||||
Convertible note to purchase (in Shares) | 63,785 | 63,785 | ||||||||||
Fair value of issuance | $ 1,527,000 | $ 1,526,000 | ||||||||||
Warrants and discounts | 2,150,000 | 2,150,000 | ||||||||||
Amortized cost | 15,000,000 | |||||||||||
Interest expense related to debt discounts | $ 566,000 | $ 1,018,000 | ||||||||||
Interest rate in percentage | 9% | |||||||||||
Incurred and paid stated interest amount | $ 329,000 | |||||||||||
Annual interest rate | 5% | |||||||||||
Outstanding principal percentage | 100% | |||||||||||
Borrowings | $ 30,000,000 | 30,000,000 | ||||||||||
Final payment provision | $ 0.035 | $ 1,050,000 | ||||||||||
Withdrawal amount | 525,000 | |||||||||||
Incurred and paid stated interest amount | $ 338,000 | |||||||||||
Maximum [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Loan bears interest rate | 9% | |||||||||||
Minimum [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Loan bears interest rate | 5.75% | |||||||||||
Minimum [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Annual interest rate | 5.75% | |||||||||||
Issuance of warrants to purchase (in Shares) | 127,570 | |||||||||||
Maximum [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Annual interest rate | 9% | |||||||||||
March 2021 Note Payable [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Comprehensive loss | $ 4,508,000 | |||||||||||
SNAP June 2020 Note [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Maturity date | Jun. 26, 2022 | Jun. 26, 2022 | ||||||||||
Total amount of debt discount at issuance | $ 2,529,000 | |||||||||||
Total interest expense | $ 515,000 | |||||||||||
Outstanding principal percentage | 200% | |||||||||||
Amortization of the debt discount | $ 330,000 | |||||||||||
Total proceeds | $ 30,000,000 | |||||||||||
SVB March 2021 Note [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Maturity date | Apr. 26, 2022 | |||||||||||
Total amount of debt discount at issuance | $ 3,532,000 | |||||||||||
Unamortized debt discount | $ 240,000 | |||||||||||
Total commitment amount | $ 15,000,000 | |||||||||||
Loan bears interest rate | 9% | |||||||||||
Prime interest rate | 5.75% | |||||||||||
Interest rate | 9.25% | |||||||||||
SCI June 2021 Note [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Maturity date | Jun. 26, 2022 | |||||||||||
Loan bears interest rate | 9% | |||||||||||
Prime interest rate | 5.75% | |||||||||||
Interest rate | 9.25% | |||||||||||
Series D-3A [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Acquisition price | 30,652,000 | |||||||||||
Series D-3A redeemable convertible preferred stock [Member] | ||||||||||||
Convertible Notes and Note Payable (Details) [Line Items] | ||||||||||||
Aggregate proceeds | 40,300,000 | |||||||||||
Outstanding principal balance | 25,000,000 | |||||||||||
Unpaid interest | $ 288,000 |
Convertible Notes and Note Pa_4
Convertible Notes and Note Payable (Details) - Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest [Abstract] | |||
Unamortized debt discount | $ 327 | $ 657 | $ 1,942 |
Fair value of conversion feature | 4,080 | 3,488 | 2,380 |
Accrued interest | $ 1,321 | $ 1,136 | $ 395 |
Convertible Notes and Note Pa_5
Convertible Notes and Note Payable (Details) - Schedule of fair value remeasurement - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value remeasurement [Abstract] | ||||
Remeasurement of conversion feature – gain/(loss) | $ 592 | $ 1,150 | $ (1,108) | $ 80 |
Convertible Notes and Note Pa_6
Convertible Notes and Note Payable (Details) - Schedule of the company’s debt balances - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
SVB March 2021 Note [Member] | |||
Convertible Notes and Note Payable (Details) - Schedule of the company’s debt balances [Line Items] | |||
Note payable, current portion | $ 31,050 | ||
Unamortized loan discount | (1,086) | $ (240) | |
Carrying value | $ 29,964 | $ 30,810 | |
SNAP June 2020 Note [Member] | |||
Convertible Notes and Note Payable (Details) - Schedule of the company’s debt balances [Line Items] | |||
Unamortized loan discount | $ (1,942) | ||
Carrying value | 13,058 | ||
Convertible notes, net of current portion | $ 15,000 |
Convertible Notes and Note Pa_7
Convertible Notes and Note Payable (Details) - Schedule of convertible notes, debt balances - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Convertible notes, current portion | $ 30,525 | $ 30,525 |
Unamortized loan discount | (327) | (657) |
Total | 30,198 | 29,868 |
Unamortized debt issuance cost recorded as an asset | 566 | 1,132 |
SNAP June 2020 Note [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes, current portion | 15,000 | 15,000 |
Unamortized loan discount | (327) | (657) |
Total | 14,673 | 14,343 |
Unamortized debt issuance cost recorded as an asset | ||
SCI June 2021 Note [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes, current portion | 15,525 | 15,525 |
Unamortized loan discount | ||
Total | 15,525 | 15,525 |
Unamortized debt issuance cost recorded as an asset | $ 566 | $ 1,132 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of the fair value of the Company’s financial instruments - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | |||
Assets: | |||
Cash equivalents | $ 165 | $ 4,863 | $ 35,856 |
Liabilities: | |||
Total | 165 | 4,863 | 35,856 |
Level 1 [Member] | Derivative liability [Member] | |||
Liabilities: | |||
Total | |||
Level 1 [Member] | Warrant liability [Member] | |||
Liabilities: | |||
Total | |||
Level 2 [Member] | |||
Assets: | |||
Cash equivalents | |||
Liabilities: | |||
Total | |||
Level 2 [Member] | Derivative liability [Member] | |||
Liabilities: | |||
Total | |||
Level 2 [Member] | Warrant liability [Member] | |||
Liabilities: | |||
Total | |||
Level 3 [Member] | |||
Assets: | |||
Cash equivalents | |||
Liabilities: | |||
Total | (4,080) | (3,488) | (4,384) |
Level 3 [Member] | Derivative liability [Member] | |||
Liabilities: | |||
Total | (4,080) | (3,488) | (2,380) |
Level 3 [Member] | Warrant liability [Member] | |||
Liabilities: | |||
Total | $ (2,004) |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Series C Warrants April 2013 [Member] | ||||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||||
Expected dividend rate | 0% | |||
Risk-free interest rate | 0.14% | |||
Expected volatility | 48% | |||
Expected term (in years) | 2 years 1 month 28 days | |||
Series C Warrants November 2013 [Member] | ||||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||||
Expected dividend rate | 0% | |||
Risk-free interest rate | 0.16% | |||
Expected volatility | 47% | |||
Expected term (in years) | 2 years 10 months 13 days | |||
SVB March 2021 Note Common Stock Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||||
Expected dividend rate | 0% | 0% | ||
Risk-free interest rate | 1.74% | 1.74% | ||
Expected volatility | 47% | 47% | ||
Expected term (in years) | 10 years | 10 years | ||
SCI June 2021 Note Common Stock Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series B preferred stock warrants using the Black-Scholes [Line Items] | ||||
Expected dividend rate | 0% | |||
Risk-free interest rate | 1.51% | |||
Expected volatility | 47% | |||
Expected term (in years) | 10 years |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 2% | 2% |
Weighted average term (years) | 3 months 7 days | 3 months 3 days |
Weighted average discount rate | 25% | 8.63% |
Probability of Next Equity Financing [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 3% | 65% |
Probability of SPAC/PIPE [Member] | ||
Fair Value Measurements (Details) - Schedule to determine the fair value of the embedded derivative [Line Items] | ||
Probability | 95% | 33% |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of changes in fair value of the Company’s derivative liability - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | $ 3,488 | $ 2,380 | $ 2,380 | |
Initial fair value of derivative liability | 6,481 | |||
Extinguishment of derivative liability | (5,360) | |||
Change in fair value | 592 | 1,150 | 1,108 | 1,259 |
Balance ending | 4,080 | 3,530 | 3,488 | 2,380 |
Warrant Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 2,004 | 2,004 | 3,348 | |
Extinguishment of derivative liability | ||||
Exercise of warrants | (5,816) | (1,931) | ||
Change in fair value | 253 | 3,812 | 587 | |
Balance ending | $ 2,257 | $ 2,004 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||
Nov. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Preferred Stock (Details) [Line Items] | ||||||
Net cash proceeds (in Dollars) | $ 16,000,000 | |||||
Deemed dividend (in Dollars) | $ 3,182 | |||||
Preferred stock exercise (in Dollars) | $ 5,816 | |||||
Preferred stock, conversion basis | Each share of outstanding Preferred Stock is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully-paid, non-assessable shares of common stock at a 1:1 ratio, subject to adjustment for certain dilutive issuance, splits and combinations as defined in the amended and restated certificate of incorporation. | |||||
Preferred stock, conversion description | (i) the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, with a price per share of at least $40.00 (as adjusted for stock splits, stock dividends, reclassification and the like), which results in aggregate cash proceeds of at least $50,000, or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock, voting together as a single class on an as-converted to common stock basis. | |||||
Voting rights, description | The holders of Series A Preferred Stock, as a separate class, are entitled to elect one director of the Company. The holders of Series B Preferred Stock, as a separate class, are entitled to elect two directors of the Company. The holders of common stock, as separate class, are entitled to elect three directors of the Company. The holders of Preferred Stock and common stock , as a single class on an as-converted basis, are entitled to elect one director of the Company. | |||||
Series D-3A Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Shares issued (in Shares) | 454,545 | |||||
Preferred stock, per share | $ 33 | |||||
Net cash proceeds (in Dollars) | $ 15,000 | |||||
Total proceeds (in Dollars) | $ 40,300 | |||||
Conversion of shares (in Shares) | 766,293 | |||||
Dividend rate per share | $ 2.64 | |||||
Preference stock price per share | 33 | |||||
Liquidation prefernce, per share | 33 | |||||
Preferred stock, redemption price per share | 33 | |||||
Series D-3A Preferred Stock [Member] | Exchange Agreement [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Shares issued (in Shares) | 1,220,838 | |||||
Series D-3 Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Shares issued (in Shares) | 25,000 | |||||
Net cash proceeds (in Dollars) | $ 1,000 | |||||
Dividend rate per share | 3.2 | |||||
Preference stock price per share | 40 | |||||
Liquidation prefernce, per share | 40 | |||||
Preferred stock, redemption price per share | 40 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Preferred stock, per share | $ 1.97 | |||||
Net cash proceeds (in Dollars) | $ 200 | |||||
Issuance of shares (in Shares) | 101,574 | |||||
Dividend rate per share | 0.15752 | |||||
Preference stock price per share | 1.969 | |||||
Liquidation prefernce, per share | $ 4.922 | |||||
Series C Warrants [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Outstanding shares (in Shares) | 134,126 | |||||
Series C Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Issuance of shares (in Shares) | 116,150 | |||||
Dividend rate per share | $ 0.5368 | |||||
Preference stock price per share | 6.71 | |||||
Liquidation prefernce, per share | 6.71 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Dividend rate per share | 0.11824 | |||||
Preference stock price per share | 1.478 | |||||
Liquidation prefernce, per share | 3.695 | |||||
Series C-1 Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Dividend rate per share | 1.6104 | |||||
Preference stock price per share | 20.13 | |||||
Liquidation prefernce, per share | 20.13 | |||||
Series D Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Dividend rate per share | 2.08504 | |||||
Preference stock price per share | 26.063 | |||||
Liquidation prefernce, per share | 26.063 | |||||
Series D-1 Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Dividend rate per share | 2.64 | |||||
Preference stock price per share | 33 | |||||
Liquidation prefernce, per share | 33 | |||||
Preferred stock, redemption price per share | 33 | |||||
Series D-2 Preferred Stock [Member] | ||||||
Preferred Stock (Details) [Line Items] | ||||||
Dividend rate per share | 2.64 | |||||
Preference stock price per share | 33 | |||||
Liquidation prefernce, per share | $ 33 |
Preferred Stock (Details) - Sch
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 26,316,129,000 | 26,316,129 |
Liquidation Preference | $ 284,826,000 | $ 284,826,000 |
Carrying Value | $ 279,503,000 | $ 279,503,000 |
Shares Issued | 19,248,537,000 | 19,248,537 |
Series A [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 3,438,670,000 | 3,438,670 |
Liquidation Preference | $ 5,082,000 | $ 5,082,000 |
Carrying Value | $ 4,967,000 | $ 4,967,000 |
Shares Issued | 3,438,670,000 | 3,438,670 |
Series B [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 6,065,646,000 | 6,065,646 |
Liquidation Preference | $ 11,943,000 | $ 11,943,000 |
Carrying Value | $ 11,038,000 | $ 11,038,000 |
Shares Issued | 6,065,646,000 | 6,065,646 |
Series C [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 1,041,607,000 | 1,041,607 |
Liquidation Preference | $ 6,869,000 | $ 6,869,000 |
Carrying Value | $ 11,837,000 | $ 11,837,000 |
Shares Issued | 1,023,631,000 | 1,023,631 |
Series C-1 [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 798,399,000 | 798,399 |
Liquidation Preference | $ 16,072,000 | $ 16,072,000 |
Carrying Value | $ 16,061,000 | $ 16,061,000 |
Shares Issued | 798,399,000 | 798,399 |
Series D [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 3,646,050,000 | 3,646,050 |
Liquidation Preference | $ 95,027,000 | $ 95,027,000 |
Carrying Value | $ 85,648,000 | $ 85,648,000 |
Shares Issued | 3,646,050,000 | 3,646,050 |
Series D-1 [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 1,515,152,000 | 1,515,152 |
Liquidation Preference | $ 50,000,000 | $ 50,000,000 |
Carrying Value | $ 49,957,000 | $ 49,957,000 |
Shares Issued | 1,515,152,000 | 1,515,152 |
Series D-2 [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 1,515,151,000 | 1,515,151 |
Liquidation Preference | $ 50,000,000 | $ 50,000,000 |
Carrying Value | $ 49,949,000 | $ 49,949,000 |
Shares Issued | 1,515,151,000 | 1,515,151 |
Series D-3 [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 3,750,000,000 | 3,750,000 |
Liquidation Preference | $ 49,834,000 | $ 49,834,000 |
Carrying Value | $ 50,046,000 | $ 50,046,000 |
Shares Issued | 1,245,838,000 | 1,245,838 |
Series D-3A [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 4,545,454,000 | 4,545,454 |
Liquidation Preference | ||
Carrying Value | ||
Shares Issued |
Common Stock (Details)
Common Stock (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock [Abstract] | ||
Issuance of common stock | 45,000,000 | 45,000,000 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 24,975,496 | 25,414,503 |
Stock options outstanding | 5,039,511 | 5,475,283 |
Stock incentive plan shares reserved for future issuance | 133,441 | 499,328 |
Series A Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 3,438,670 | 3,438,670 |
Series B Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 6,065,646 | 6,065,646 |
Series C Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,023,631 | 1,023,631 |
Series C-1 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 798,399 | 798,399 |
Series D Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 3,646,050 | 3,646,050 |
Series D-1 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,515,152 | 1,515,152 |
Series D-2 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,515,151 | 1,515,151 |
Series D-3 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,245,838 | 1,245,838 |
Common stock warrants [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 191,355 | 191,355 |
Stock Incentive Plan (Details)
Stock Incentive Plan (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Incentive Plan (Details) [Line Items] | ||||
Fair value of options vested | $ 5,358,000 | $ 5,400,000 | ||
Stock compensation expense | 6,322,000 | $ 5,897,000 | ||
Unamortized expense | $ 43,336 | $ 25,572,000 | ||
Amortization period | 2 years 11 months 4 days | 3 years 1 month 13 days | ||
Bonus for executive award holders | 5,837 | $ 5,837,000 | ||
Total fair value options | 1,578 | $ 1,036 | ||
Compensation expense | $ 2,464 | $ 1,388 | ||
2016 Equity Incentive Plan [Member] | ||||
Stock Incentive Plan (Details) [Line Items] | ||||
Common stock reserved for issuance (in Shares) | 1,200,000 | 1,200,000 | ||
Aggregate of common stock (in Shares) | 8,701,460 | 8,701,460 | ||
Incentive stock options description | The 2016 Plan provides for incentive stock options to be granted to employees at an exercise price not less than 100% of the fair value at the grant date as determined by the Board of Directors, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four-year period, with a 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years. RSUs granted generally vest over a four-year period, with 25% cliff vesting after one year and then ratably on a quarterly basis for the remaining three years. | The 2016 Plan provides for incentive stock options to be granted to employees at an exercise price not less than 100% of the fair value at the grant date as determined by the Board of Directors, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four-year period, with a 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years. | ||
Minimum [Member] | ||||
Stock Incentive Plan (Details) [Line Items] | ||||
Contractual expirations | 5 years | 5 years | ||
Maximum [Member] | ||||
Stock Incentive Plan (Details) [Line Items] | ||||
Contractual expirations | 10 years | 10 years |
Stock Incentive Plan (Details)
Stock Incentive Plan (Details) - Schedule of stock option activity - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Available for Grant [Member] | ||||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||||
Shares Available for Grant, Outstanding at Beginning balance | 499,238 | 57,535 | 57,535 | 378,010 |
Shares Available for Grant, Authorized | 1,200,000 | 650,000 | ||
Shares Available for Grant, Options granted | (1,134,542) | (1,446,350) | ||
Shares Available for Grant, Options exercised | ||||
Shares Available for Grant, Awards forfeited or cancelled | 376,245 | 475,875 | ||
Shares Available for Grant, Outstanding at Ending balance | 499,238 | 57,535 | ||
Outstanding Stock Options [Member] | ||||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||||
Outstanding Stock Options, Outstanding at Beginning balance | 5,475,283 | 5,178,276 | 5,178,276 | 4,276,480 |
Outstanding Stock Options, Authorized | ||||
Outstanding Stock Options, Options Exercisable | 3,050,249 | 3,322,160 | ||
Outstanding Stock Options, Options granted | 32,000 | 140,000 | 1,134,542 | 1,446,350 |
Outstanding Stock Options, Options exercised | (438,917) | (297,850) | (461,290) | (68,679) |
Outstanding Stock Options, Awards forfeited or cancelled | (28,855) | (94,272) | (376,245) | (475,875) |
Outstanding Stock Options, Outstanding at Ending balance | 5,039,511 | 4,926,154 | 5,475,283 | 5,178,276 |
Weighted Average Exercise Price Per Share [Member] | ||||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||||
Weighted Average Exercise Price Per Share, Outstanding at Beginning balance (in Dollars per share) | $ 19.19 | $ 13.23 | $ 13.23 | $ 10.35 |
Weighted Average Exercise Price Per Share, Authorized (in Dollars per share) | ||||
Weighted Average Exercise Price Per Share, Options Exercisable (in Dollars per share) | 13.52 | 12.23 | ||
Weighted Average Exercise Price Per Share, Options granted (in Dollars per share) | 50.07 | 20.37 | 40.1 | 19.98 |
Weighted Average Exercise Price Per Share, Options exercised (in Dollars per share) | 5.66 | 4.02 | 5.34 | 2.82 |
Weighted Average Exercise Price Per Share, Awards forfeited or cancelled (in Dollars per share) | $ 26.71 | $ 17.38 | 17.35 | 13.76 |
Weighted Average Exercise Price Per Share, Outstanding at Ending balance (in Dollars per share) | $ 19.19 | $ 13.23 | ||
Weighted Average Remaining Contractual Term (Years) [Member] | ||||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||||
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning balance | 6 years 9 months 10 days | 6 years 9 months | 6 years 5 months 8 days | |
Weighted Average Remaining Contractual Term (Years), Options Exercisable | 5 years 10 months 24 days | 5 years 3 months 25 days | ||
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending balance | 7 years 10 days | 6 years 10 months 6 days | 6 years 9 months 10 days | 6 years 9 months |
Average Intrinsic Value [Member] | ||||
Stock Incentive Plan (Details) - Schedule of stock option activity [Line Items] | ||||
Average Intrinsic Value, Outstanding at Beginning balance (in Dollars) | $ 168,923 | $ 36,987 | $ 36,987 | $ 33,785 |
Average Intrinsic Value, Authorized (in Dollars) | ||||
Average Intrinsic Value, Options Exercisable (in Dollars) | 124,137 | 125,517 | ||
Average Intrinsic Value, Options granted (in Dollars) | ||||
Average Intrinsic Value,Options exercised (in Dollars) | 19,420 | 7,133 | 9,667 | 1,138 |
Average Intrinsic Value, Awards forfeited or cancelled (in Dollars) | ||||
Average Intrinsic Value, Outstanding at Ending balance (in Dollars) | $ 168,923 | $ 36,987 | $ 168,923 | $ 36,987 |
Stock Incentive Plan (Details_2
Stock Incentive Plan (Details) - Schedule of stock options outstanding and exercisable - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 5,039,511 | 5,475,283 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 10 days | 6 years 9 months 10 days |
Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 3,050,249 | 3,322,160 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 24 days | 5 years 3 months 25 days |
$2.43 – $12.06 [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 869,350 | 1,223,100 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 1 month 9 days | 2 years 7 months 17 days |
$2.43 – $12.06 [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 869,350 | 1,223,100 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 1 month 9 days | 2 years 7 months 17 days |
$12.07 – $15.34 [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,176,127 | 1,223,673 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 28 days | 5 years 10 months 28 days |
$12.07 – $15.34 [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,136,881 | 1,154,889 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 20 days | 5 years 10 months 13 days |
$15.35 – $19.31 [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 845,592 | 876,147 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 5 months 4 days | 7 years 8 months 1 day |
$15.35 – $19.31 [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 558,563 | 531,085 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 4 months 28 days | 7 years 7 months 24 days |
$19.32 – $24.17 [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,131,944 | 1,156,561 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 7 months 28 days | 8 years 10 months 2 days |
$19.32 – $24.17 [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 476,053 | 404,605 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 8 months 15 days | 8 years 9 months 10 days |
$24.18 – $50.07 [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,016,498 | 995,802 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 6 months 10 days | 9 years 9 months 7 days |
$24.18 – $50.07 [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 9,402 | 8,481 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 5 months 26 days | 9 years 8 months 26 days |
Stock Incentive Plan (Details_3
Stock Incentive Plan (Details) - Schedule of weighted average calculated fair value of the options granted to employees - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of weighted average calculated fair value of the options granted to employees [Abstract] | |||
Fair value of common stock (in Dollars per share) | $ 54.26 | $ 40.83 | $ 20.37 |
Dividend yield | 0% | 0% | 0% |
Expected volatility | 40% | 42% | 44% |
Expected term (years) | 5 years 11 months 23 days | 6 years 3 days | 5 years 11 months 1 day |
Risk free interest rate | 2.40% | 1.14% | 0.64% |
Stock Incentive Plan (Details_4
Stock Incentive Plan (Details) - Schedule of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of operations and comprehensive loss [Abstract] | ||||
Research and development | $ 1,603 | $ 1,039 | $ 4,434 | $ 3,605 |
Sales and marketing | 258 | 99 | 509 | 414 |
General and administrative | 603 | 250 | 1,379 | 1,878 |
Total | $ 2,464 | $ 1,388 | $ 6,322 | $ 5,897 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||||
Rent expenses | $ 4,178 | $ 3,514 | ||
Total rent expense | $ 922,000 | $ 1,036,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items] | ||
2022 | $ 2,901 | $ 3,544 |
2023 | 3,830 | 3,543 |
2024 | 3,258 | 3,288 |
2025 | 931 | 962 |
2026 | 474 | 505 |
Thereafter | 1,739 | 1,785 |
Total | 13,133 | 13,627 |
Less: imputed interest | (1,541) | (1,735) |
Present value of lease liabilities | 11,592 | 11,892 |
Less: current portion | (3,519) | (3,281) |
Lease liabilities, net of current portion | 8,073 | 8,611 |
Financing Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items] | ||
2022 | 828 | 1,383 |
2023 | 189 | 189 |
2024 | 122 | 122 |
2025 | 12 | 11 |
2026 | ||
Thereafter | ||
Total | 1,151 | 1,705 |
Less: imputed interest | (77) | (112) |
Present value of lease liabilities | 1,074 | 1,593 |
Less: current portion | (822) | (1,301) |
Lease liabilities, net of current portion | $ 252 | $ 292 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of additional information related to the Company’s lease - SoundHound, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Operating Lease [Member] | |
Leases (Details) - Schedule of additional information related to the Company’s lease [Line Items] | |
Operating lease cost | $ 3,654 |
Short-term lease cost | 524 |
Finance Lease [Member] | |
Financing lease cost: | |
Amortization of finance leased assets | 2,575 |
Interest of lease liabilities | $ 472 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Lease [Member] | ||
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate [Line Items] | ||
Weighted average remaining lease term (years) | 4 years 1 month 13 days | 4 years 6 months 3 days |
Weighted average discount rate | 5.92% | 5.94% |
Finance Lease [Member] | ||
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate [Line Items] | ||
Weighted average remaining lease term (years) | 1 year 2 months 23 days | 1 year 2 months 19 days |
Weighted average discount rate | 10.24% | 13.21% |
Other Expense, Net (Details) -
Other Expense, Net (Details) - Schedule of condensed consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other expense, net: | ||||
Interest income | $ 2 | $ 5 | $ 7 | $ 168 |
Change in fair value of derivative and warrant liability | (592) | (1,403) | (4,920) | (1,806) |
Loss on extinguishment of convertible note | (3,775) | |||
Other expense, net | (467) | (328) | (502) | 17 |
Total other expense, net | $ (1,057) | $ (1,726) | $ (5,415) | $ (5,396) |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of the calculation of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss | $ 25,103 | $ 19,260 | $ (79,540) | $ (74,407) |
Less: deemed dividend related to the exchange of Preferred Stock Series D-3A for Preferred Stock Series D-3 | (3,182) | |||
Net loss attributable to common stockholders | $ (79,540) | $ (77,589) | ||
Denominator: | ||||
Weighted average shares outstanding – Basic and Dilutive (in Shares) | 12,527,229 | 11,872,698 | 12,104,523 | 11,780,078 |
Basic and Diluted Net Loss Per Share (in Dollars per share) | $ 2 | $ 1.62 | $ (6.57) | $ (6.59) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of outstanding shares of potentially dilutive securities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of outstanding shares of potentially dilutive securities [Abstract] | ||||
Stock options | $ 5,039,511 | $ 4,926,154 | $ 5,475,283 | $ 5,178,276 |
Series C Warrants (in Shares) | 362,652 | 134,126 | ||
Common stock warrants | $ 191,355 | $ 261,696 | $ 191,355 | |
Preferred Stock (in Shares) | 19,248,537 | 19,132,387 | 19,248,537 | 19,132,387 |
Total | $ 24,842,055 | $ 24,320,237 | $ 24,915,175 | $ 24,444,789 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | ||
Total | $ (79,084) | $ (73,669) |
United States [Member] | ||
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | ||
Total | (79,962) | (73,056) |
International [Member] | ||
Income Taxes (Details) - Schedule of income (loss) before provision for income taxes [Line Items] | ||
Total | $ 878 | $ (613) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Total | $ 344 | $ 597 |
Deferred: | ||
Total | 112 | 141 |
Total provision | 456 | 738 |
Federal [Member] | ||
Current: | ||
Total | ||
Deferred: | ||
Total | ||
State [Member] | ||
Current: | ||
Total | 5 | 3 |
Deferred: | ||
Total | ||
International [Member] | ||
Current: | ||
Total | 339 | 594 |
Deferred: | ||
Total | $ 112 | $ 141 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal statutory rate to the loss before taxes | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of federal statutory rate to the loss before taxes [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State income tax rate, net of federal benefit | 2.56% | 1.63% |
Foreign withholding and income tax | (0.49%) | (0.99%) |
Research and development credits | 2.03% | 2.51% |
Change in valuation allowance | (22.55%) | (20.44%) |
Stock based compensation | (0.92%) | 0% |
Non-deductible permanent expenses | (1.26%) | (4.61%) |
Total | (0.95%) | (0.09%) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of net deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 70,808 | $ 54,527 | ||
Research and development credits | 10,650 | 9,035 | ||
Property and equipment and intangible assets | 91 | |||
Deferred revenue | 3,662 | 2,752 | ||
Contract liability | 1,154 | 2,282 | ||
Share-based compensation | 1,235 | 1,036 | ||
Deferred rent | 378 | |||
Operating lease liabilities | 2,861 | |||
Debt issuance cost | 121 | |||
Accruals and reserves | 863 | 989 | ||
Gross deferred tax assets | 91,324 | 71,120 | ||
Valuation allowance | (86,695) | (68,760) | $ (86,694) | $ (50,821) |
Deferred tax liabilities: | ||||
Property and equipment and intangible assets | (78) | |||
Right-of-use assets | (2,461) | |||
Gross deferred tax liabilities | (2,461) | (78) | ||
Net deferred tax assets | $ 2,168 | $ 2,282 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |
Accounts Receivable [Member] | |||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | |||
Accounts receivable | $ 583 | $ 2,083 | $ 300 |
Deferred Revenue [Member] | |||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | |||
Deferred revenue | 15,238 | 16,787 | $ 13,862 |
Revenue [Member] | |||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | |||
Revenue | $ 7,013 | $ 6,668 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share [Line Items] | ||||
Net loss | $ (385,450,000) | $ (84,033,000) | ||
Accretion of temporary equity to redemption value | (11,857,000) | (13,366,548,000) | $ (13,376,606) | |
Net loss including accretion of temporary equity to redemption value | $ (397,307,000) | $ (13,450,581,000) | $ (14,358,490) | |
Weighted-average shares outstanding (in Shares) | 12,527,229,000 | 11,872,698,000 | 12,104,523,000 | 11,780,078,000 |
Redeemable [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share [Line Items] | ||||
Allocation of net loss including accretion of temporary equity | $ (302,628,000) | $ (5,492,495,000) | $ (10,451,084) | |
Accretion of temporary equity to redemption value | 11,857,000 | 13,366,548,000 | (13,376,606) | |
Allocation of net income (loss) | $ (290,771,000) | $ 7,874,053,000 | $ 2,925,522 | |
Weighted-average shares outstanding (in Shares) | 13,300,000 | 2,306,667 | 10,589,315 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.02) | $ 3.41 | ||
Non-redeemable [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share [Line Items] | ||||
Allocation of net loss including accretion of temporary equity | $ (94,679,000) | $ (7,958,086,000) | ||
Accretion of temporary equity to redemption value | ||||
Allocation of net income (loss) | $ (94,679,000) | $ (7,958,086,000) | ||
Weighted-average shares outstanding (in Shares) | 4,161,000 | 3,342,133 | ||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.02) | $ (2.38) |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis - USD ($) | Jan. 13, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items] | |||
Representative Shares (in Shares) | 2,024,463 | ||
Total (in Shares) | 2,024,463 | ||
U.S. Mutual Fund held in Trust Account | $ 133,022,440 | $ 133,010,583 | |
Total Assets | 133,022,440 | 133,010,583 | |
Warrant Liability | 154,768 | 247,514 | |
Total Liability | 154,768 | 247,514 | |
Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items] | |||
Representative Shares (in Shares) | |||
Total (in Shares) | |||
U.S. Mutual Fund held in Trust Account | 133,022,440 | 133,010,583 | |
Total Assets | 133,022,440 | 133,010,583 | |
Warrant Liability | |||
Total Liability | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items] | |||
Representative Shares (in Shares) | |||
Total (in Shares) | |||
U.S. Mutual Fund held in Trust Account | |||
Total Assets | |||
Warrant Liability | |||
Total Liability | |||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Fair Value Measurements (Details) - Schedule of measured at fair value on a non-recurring basis [Line Items] | |||
Representative Shares (in Shares) | 2,024,463 | ||
Total (in Shares) | 2,024,463 | ||
U.S. Mutual Fund held in Trust Account | |||
Total Assets | |||
Warrant Liability | 154,768 | 247,514 | |
Total Liability | $ 154,768 | $ 247,514 |
Fair Value Measurements (Det_10
Fair Value Measurements (Details) - Schedule of warrant liability - Warrant Liability [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 15, 2021 | Jan. 13, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||||
Expected term (years) | 5 years 11 months 26 days | 1 year 1 month 9 days | 5 years 1 month 2 days | 5 years 3 months 18 days |
Expected volatility | 24.30% | 12.50% | 10.40% | 19.50% |
Risk-free interest rate | 1.06% | 0.12% | 2.42% | 1.29% |
Stock price (in Dollars per share) | $ 9.36 | $ 9.37 | $ 9.77 | $ 9.58 |
Dividend yield | 0% | 0% | 0% | 0% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Fair Value Measurements (Det_11
Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Schedule of changes in the fair value of the warrant liability [Abstract] | |||
Fair value as of begining | $ 247,514 | ||
Initial valuation of warrant liability | 270,307 | ||
Change in fair value | (92,746) | 3,117 | |
Fair value as of ending | $ 154,768 | $ 273,424 | $ 247,514 |
Revenue Recognition (Details)_5
Revenue Recognition (Details) - Schedule of revenues under each performance - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of revenues under each performance [Abstract] | ||||
Hosted services | $ 3,344 | $ 3,387 | $ 12,764 | $ 8,563 |
Professional services | 567 | 7,142 | 3,080 | |
Monetization | 208 | 352 | 1,291 | 1,374 |
Licensing | 171 | |||
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
Revenue Recognition (Details)_6
Revenue Recognition (Details) - Schedule of disaggregates revenue by geographic location, recognition pattern and service - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,389 | 1,068 | 5,117 | 3,538 |
Japan [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 927 | 1,033 | 3,797 | 3,496 |
Germany [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 683 | 1,019 | 7,526 | 3,339 |
France [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 459 | 2,616 | 618 | |
Korea [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 412 | 478 | 1,373 | 1,855 |
Other Location [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 420 | $ 141 | $ 768 | $ 171 |
Revenue Recognition (Details)_7
Revenue Recognition (Details) - Schedule of revenue recognition pattern - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
Over Time Revenue [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||
Total | 3,911 | 3,387 | 15,210 | 10,757 |
Point-In-Time [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue recognition pattern [Line Items] | ||||
Total | $ 379 | $ 352 | $ 5,987 | $ 2,260 |
Revenue Recognition (Details)_8
Revenue Recognition (Details) - Schedule of Service - Revenue Benchmark [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | $ 4,290 | $ 3,739 | $ 21,197 | $ 13,017 |
Product Royalties [Member] | ||||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | 3,709 | 2,984 | 18,356 | 10,372 |
Service Subscriptions [Member] | ||||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | 373 | 403 | 1,550 | 1,271 |
Monetization [Member] | ||||
Revenue Recognition (Details) - Schedule of Service [Line Items] | ||||
Total | $ 208 | $ 352 | $ 1,291 | $ 1,374 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Scedule of property and equipment, net - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Total | $ 34,165 | $ 33,554 | $ 32,488 |
Less: accumulated depreciation and amortization | (28,691) | (27,399) | (22,053) |
Total property and equipment, net | 5,474 | 6,155 | 10,435 |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Total | 20,686 | 20,571 | 19,867 |
Software and voice recordings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Total | 8,912 | 8,687 | 8,335 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Total | 3,826 | 3,567 | 3,560 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Total | $ 741 | $ 729 | $ 720 |
Accrued Liabilities (Details)_2
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued liabilities [Abstract] | |||
Accrued compensation expenses | $ 7,548 | $ 3,802 | $ 2,692 |
Accrued interest | 1,554 | 1,369 | |
Accrued vendor payables | 1,511 | 1,109 | 509 |
Accrued professional services | 925 | 934 | 149 |
Other accrued liabilities | 165 | 84 | 61 |
Total | $ 11,703 | $ 7,298 | $ 3,411 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of aggregate noncancelable future minimum payments $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule of aggregate noncancelable future minimum payments [Abstract] | |
Remainder of 2022 as of March 31, 2022 | $ 3,000 |
2023 | 7,000 |
2024 | 11,000 |
2025 | 14,000 |
2026 | 16,000 |
Thereafter | 48,000 |
Total | $ 99,000 |
Convertible Notes and Note Pa_8
Convertible Notes and Note Payable (Details) - Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of unamortized debt discount, fair value of conversion feature, and accrued interest [Abstract] | |||
Unamortized debt discount | $ 327 | $ 657 | $ 1,942 |
Fair value of conversion feature | 4,080 | 3,488 | 2,380 |
Accrued interest | $ 1,321 | $ 1,136 | $ 395 |
Convertible Notes and Note Pa_9
Convertible Notes and Note Payable (Details) - Schedule of fair value remeasurement - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value remeasurement [Abstract] | ||||
Remeasurement of conversion feature – gain/(loss) | $ (592) | $ (1,150) | $ 1,108 | $ (80) |
Convertible Notes and Note P_10
Convertible Notes and Note Payable (Details) - Schedule of the company’s debt balances - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Convertible Notes and Note Payable (Details) - Schedule of the company’s debt balances [Line Items] | ||
Note payable, current portion | $ 31,050 | |
Unamortized loan discount | (1,086) | |
Carrying value | 29,964 | |
SVB March 2021 Note [Member] | ||
Convertible Notes and Note Payable (Details) - Schedule of the company’s debt balances [Line Items] | ||
Note payable, current portion | $ 31,050 | |
Unamortized loan discount | (1,086) | (240) |
Carrying value | $ 29,964 | $ 30,810 |
Convertible Notes and Note P_11
Convertible Notes and Note Payable (Details) - Schedule of convertible notes, debt balances - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Convertible notes, current portion | $ 30,525 | $ 30,525 |
Unamortized loan discount | (327) | (657) |
Total | 30,198 | 29,868 |
Unamortized debt issuance cost recorded as an asset | 566 | 1,132 |
SNAP June 2020 Note [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes, current portion | 15,000 | 15,000 |
Unamortized loan discount | (327) | (657) |
Total | 14,673 | 14,343 |
Unamortized debt issuance cost recorded as an asset | ||
SCI June 2021 Note [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes, current portion | 15,525 | 15,525 |
Unamortized loan discount | ||
Total | 15,525 | 15,525 |
Unamortized debt issuance cost recorded as an asset | $ 566 | $ 1,132 |
Fair Value Measurements (Det_12
Fair Value Measurements (Details) - Schedule of financial instruments that are measured or disclosed at fair value - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | |||
Assets: | |||
Cash equivalents | $ 165 | $ 4,863 | $ 35,856 |
Liabilities: | |||
Total | 165 | 4,863 | 35,856 |
Level 1 [Member] | Derivative Liability [Member] | |||
Liabilities: | |||
Total | |||
Level 1 [Member] | Warrant Liability [Member] | |||
Liabilities: | |||
Total | |||
Level 2 [Member] | |||
Assets: | |||
Cash equivalents | |||
Liabilities: | |||
Total | |||
Level 2 [Member] | Derivative Liability [Member] | |||
Liabilities: | |||
Total | |||
Level 2 [Member] | Warrant Liability [Member] | |||
Liabilities: | |||
Total | |||
Level 3 [Member] | |||
Assets: | |||
Cash equivalents | |||
Liabilities: | |||
Total | (4,080) | (3,488) | (4,384) |
Level 3 [Member] | Derivative Liability [Member] | |||
Liabilities: | |||
Total | (4,080) | (3,488) | (2,380) |
Level 3 [Member] | Warrant Liability [Member] | |||
Liabilities: | |||
Total | $ (2,004) |
Fair Value Measurements (Det_13
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series C redeemable convertible preferred stock warrants using the Black-Scholes | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Series C Redeemable Convertible Preferred Stock Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series C redeemable convertible preferred stock warrants using the Black-Scholes [Line Items] | ||
Expected dividend rate | 0% | |
Risk-free interest rate | 0.24% | |
Expected volatility | 46% | |
Expected term (in years) | 2 years 4 months 20 days | |
SVB March 2021 Note Common Stock Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of company determined the fair value of the Series C redeemable convertible preferred stock warrants using the Black-Scholes [Line Items] | ||
Expected dividend rate | 0% | 0% |
Risk-free interest rate | 1.74% | 1.74% |
Expected volatility | 47% | 47% |
Expected term (in years) | 10 years | 10 years |
Fair Value Measurements (Det_14
Fair Value Measurements (Details) - Schedule of fair value of the embedded derivative | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of fair value of the embedded derivative [Line Items] | ||
Probability | 100% | |
Weighted average term (years) | 3 months 7 days | |
Weighted average discount rate | 25% | 8.63% |
Probability of Next Equity Financing [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of the embedded derivative [Line Items] | ||
Probability | 3% | |
Probability of SPAC/PIPE [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of the embedded derivative [Line Items] | ||
Probability | 95% | |
Probability of IPO [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of the embedded derivative [Line Items] | ||
Probability | 2% |
Fair Value Measurements (Det_15
Fair Value Measurements (Details) - Schedule of derivative liability and warrant liability - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liability [Member] | ||||
Fair Value Measurements (Details) - Schedule of derivative liability and warrant liability [Line Items] | ||||
Balance beginning | $ 3,488 | $ 2,380 | $ 2,380 | |
Change in fair value | 592 | 1,150 | 1,108 | 1,259 |
Balance ending | 4,080 | 3,530 | 3,488 | 2,380 |
Warrant Liability [Member] | ||||
Fair Value Measurements (Details) - Schedule of derivative liability and warrant liability [Line Items] | ||||
Balance beginning | 2,004 | 2,004 | 3,348 | |
Change in fair value | 253 | 3,812 | 587 | |
Balance ending | $ 2,257 | $ 2,004 |
Preferred Stock (Details) - S_2
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 26,316,129,000 | 26,316,129 |
Shares Issued | 19,248,537,000 | 19,248,537 |
Liquidation Preference | $ 284,826,000 | $ 284,826,000 |
Carrying Value | $ 279,503,000 | $ 279,503,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 3,438,670,000 | 3,438,670 |
Shares Issued | 3,438,670,000 | 3,438,670 |
Liquidation Preference | $ 5,082,000 | $ 5,082,000 |
Carrying Value | $ 4,967,000 | $ 4,967,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 6,065,646,000 | 6,065,646 |
Shares Issued | 6,065,646,000 | 6,065,646 |
Liquidation Preference | $ 11,943,000 | $ 11,943,000 |
Carrying Value | $ 11,038,000 | $ 11,038,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 1,041,607,000 | 1,041,607 |
Shares Issued | 1,023,631,000 | 1,023,631 |
Liquidation Preference | $ 6,869,000 | $ 6,869,000 |
Carrying Value | $ 11,837,000 | $ 11,837,000 |
Series C-1 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 798,399,000 | 798,399 |
Shares Issued | 798,399,000 | 798,399 |
Liquidation Preference | $ 16,072,000 | $ 16,072,000 |
Carrying Value | $ 16,061,000 | $ 16,061,000 |
Series D Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 3,646,050,000 | 3,646,050 |
Shares Issued | 3,646,050,000 | 3,646,050 |
Liquidation Preference | $ 95,027,000 | $ 95,027,000 |
Carrying Value | $ 85,648,000 | $ 85,648,000 |
Series D-1 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 1,515,152,000 | 1,515,152 |
Shares Issued | 1,515,152,000 | 1,515,152 |
Liquidation Preference | $ 50,000,000 | $ 50,000,000 |
Carrying Value | $ 49,957,000 | $ 49,957,000 |
Series D-2 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 1,515,151,000 | 1,515,151 |
Shares Issued | 1,515,151,000 | 1,515,151 |
Liquidation Preference | $ 50,000,000 | $ 50,000,000 |
Carrying Value | $ 49,949,000 | $ 49,949,000 |
Series D-3 Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 3,750,000,000 | 3,750,000 |
Shares Issued | 1,245,838,000 | 1,245,838 |
Liquidation Preference | $ 49,834,000 | $ 49,834,000 |
Carrying Value | $ 50,046,000 | $ 50,046,000 |
Series D-3A Preferred Stock [Member] | ||
Preferred Stock (Details) - Schedule of preferred stock authorized, issued and outstanding [Line Items] | ||
Shares Authorized | 4,545,454,000 | 4,545,454 |
Shares Issued | ||
Liquidation Preference | ||
Carrying Value |
Common Stock (Details) - Sche_2
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 24,975,496 | 25,414,503 |
Stock options outstanding | 5,039,511 | 5,475,283 |
Restricted stock units outstanding | 362,652 | |
Stock incentive plan shares reserved for future issuance | 133,441 | 499,328 |
Series A Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 3,438,670 | 3,438,670 |
Series B Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 6,065,646 | 6,065,646 |
Series C Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,023,631 | 1,023,631 |
Series C-1 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 798,399 | 798,399 |
Series D Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 3,646,050 | 3,646,050 |
Series D-1 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,515,152 | 1,515,152 |
Series D-2 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,515,151 | 1,515,151 |
Series D-3 Preferred Stock [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 1,245,838 | 1,245,838 |
Common stock warrants [Member] | ||
Common Stock (Details) - Schedule of company has reserved shares of common stock for future issuance [Line Items] | ||
Total | 191,355 | 191,355 |
Stock Incentive Plan (Details_5
Stock Incentive Plan (Details) - Schedule of stock options outstanding - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of stock options outstanding [Abstract] | ||
Outstanding, Beginning balance | 499,238 | 57,535 |
Authorized | 1,200,000 | |
Options granted | (32,000) | (1,134,542) |
RSUs granted | (362,652) | |
Awards forfeited or cancelled | 28,855 | 376,245 |
Outstanding Ending balance | 133,441 | 499,238 |
Stock Incentive Plan (Details_6
Stock Incentive Plan (Details) - Schedule of stock options outstanding and exercisable - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding Stock Options [Member] | |||||
Stock Incentive Plan (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |||||
Outstanding Stock Options, Outstanding at Beginning balance | 5,475,283 | 5,178,276 | 5,178,276 | 4,276,480 | |
Outstanding Stock Options, Authorized | |||||
Outstanding Stock Options, Options granted | 32,000 | 140,000 | 1,134,542 | 1,446,350 | |
Outstanding Stock Options, Options exercised | (438,917) | (297,850) | (461,290) | (68,679) | |
Outstanding Stock Options, Awards forfeited or cancelled | (28,855) | (94,272) | (376,245) | (475,875) | |
Outstanding Stock Options, Outstanding at Ending balance | 5,039,511 | 4,926,154 | 5,475,283 | 5,178,276 | |
Outstanding Stock Options, Options exercisable | 3,050,249 | 3,322,160 | |||
Weighted Average Exercise Price Per Share [Member] | |||||
Stock Incentive Plan (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |||||
Weighted Average Exercise Price Per Share, Outstanding at Beginning balance | 19.19 | 13.23 | 13.23 | ||
Weighted Average Exercise Price Per Share, Authorized (in Dollars per share) | |||||
Weighted Average Exercise Price Per Share, Options granted (in Dollars per share) | 50.07 | 20.37 | 40.1 | 19.98 | |
Weighted Average Exercise Price Per Share, Options exercised (in Dollars per share) | 5.66 | 4.02 | 5.34 | 2.82 | |
Weighted Average Exercise Price Per Share, Awards forfeited or cancelled (in Dollars per share) | $ 26.71 | $ 17.38 | $ 17.35 | $ 13.76 | |
Weighted Average Exercise Price Per Share, Outstanding at Ending balance | 20.52 | 13.91 | 19.19 | 13.23 | |
Weighted Average Exercise Price Per Share, Options exercisable (in Dollars per share) | $ 13.52 | $ 12.23 | |||
Weighted Average Remaining Contractual Term (Years) [Member] | |||||
Stock Incentive Plan (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |||||
Weighted Average Remaining Contractual Term (Years), Outstanding at Beginning balance | 6 years 9 months 10 days | 6 years 9 months | 6 years 5 months 8 days | ||
Weighted Average Remaining Contractual Term (Years), Outstanding at Ending balance | 7 years 10 days | 6 years 10 months 6 days | 6 years 9 months 10 days | 6 years 9 months | |
Weighted Average Remaining Contractual Term (Years), Options exercisable | 5 years 10 months 24 days | 5 years 3 months 25 days | |||
Average Intrinsic Value [Member] | |||||
Stock Incentive Plan (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |||||
Average Intrinsic Value, Outstanding at Beginning balance (in Dollars) | $ 168,923 | $ 36,987 | $ 168,923 | $ 36,987 | $ 33,785 |
Average Intrinsic Value, Authorized (in Dollars) | |||||
Average Intrinsic Value, Options granted (in Dollars) | |||||
Average Intrinsic Value, Options exercised (in Dollars) | 19,420 | 7,133 | 9,667 | 1,138 | |
Average Intrinsic Value, Awards forfeited or cancelled (in Dollars) | |||||
Average Intrinsic Value, Outstanding at Ending balance (in Dollars) | 169,930 | $ 69,274 | |||
Average Intrinsic Value, Options exercisable (in Dollars) | $ 124,137 | $ 125,517 |
Stock Incentive Plan (Details_7
Stock Incentive Plan (Details) - Schedule of restricted stock activity | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Outstanding RSUs [Member] | |
Stock Incentive Plan (Details) - Schedule of restricted stock activity [Line Items] | |
Outstanding RSUs, Outstanding, Beginning balance | shares | |
Outstanding RSUs, Granted | shares | 362,652 |
Outstanding RSUs, Released | shares | |
Outstanding RSUs, Forfeited | shares | |
Outstanding RSUs, Outstanding, Ending balance | shares | 362,652 |
Weighted Average Grant Date Value Per Share [Member] | |
Stock Incentive Plan (Details) - Schedule of restricted stock activity [Line Items] | |
Weighted Average Grant Date Value Per Share, Outstanding, Beginning balance | $ / shares | |
Weighted Average Grant Date Value Per Share, Granted | $ / shares | 54.26 |
Weighted Average Grant Date Value Per Share, Released | $ / shares | |
Weighted Average Grant Date Value Per Share, Forfeited | $ / shares | |
Weighted Average Grant Date Value Per Share, Outstanding, Ending balance | $ / shares | $ 54.26 |
Stock Incentive Plan (Details_8
Stock Incentive Plan (Details) - Schedule of respect to stock options outstanding and exercisable - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 5,039,511 | 5,475,283 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 10 days | 6 years 9 months 10 days |
Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 3,050,249 | 3,322,160 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 24 days | 5 years 3 months 25 days |
Exercise Price Seven [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 869,350 | 1,223,100 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 1 month 9 days | 2 years 7 months 17 days |
Exercise Price Seven [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 869,350 | 1,223,100 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 1 month 9 days | 2 years 7 months 17 days |
Exercise Price Eight [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,176,127 | 1,223,673 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 28 days | 5 years 10 months 28 days |
Exercise Price Eight [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,136,881 | 1,154,889 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 20 days | 5 years 10 months 13 days |
Exercise Price Nine [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 845,592 | 876,147 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 5 months 4 days | 7 years 8 months 1 day |
Exercise Price Nine [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 558,563 | 531,085 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 4 months 28 days | 7 years 7 months 24 days |
Exercise Price Ten [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,131,944 | 1,156,561 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 7 months 28 days | 8 years 10 months 2 days |
Exercise Price Ten [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 476,053 | 404,605 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 8 months 15 days | 8 years 9 months 10 days |
Exercise Price Eleven [Member] | Options Outstanding [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 1,016,498 | 995,802 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 6 months 10 days | 9 years 9 months 7 days |
Exercise Price Eleven [Member] | Options Exercisable [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Shares Outstanding | 9,402 | 8,481 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 5 months 26 days | 9 years 8 months 26 days |
Stock Incentive Plan (Details_9
Stock Incentive Plan (Details) - Schedule of weighted average calculated fair value of the options granted to employees - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of weighted average calculated fair value of the options granted to employees [Abstract] | |||
Fair value of common stock (in Dollars per share) | $ 54.26 | $ 40.83 | $ 20.37 |
Dividend yield | 0% | 0% | 0% |
Expected volatility | 40% | 42% | 44% |
Expected term (years) | 5 years 11 months 23 days | 6 years 3 days | 5 years 11 months 1 day |
Risk free interest rate | 2.40% | 1.14% | 0.64% |
Stock Incentive Plan (Detail_10
Stock Incentive Plan (Details) - Schedule of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of operations and comprehensive loss [Abstract] | ||||
Research and development | $ 1,603 | $ 1,039 | $ 4,434 | $ 3,605 |
Sales and marketing | 258 | 99 | 509 | 414 |
General and administrative | 603 | 250 | 1,379 | 1,878 |
Total | $ 2,464 | $ 1,388 | $ 6,322 | $ 5,897 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items] | ||
Remainder of 2022 | $ 2,901 | $ 3,544 |
2023 | 3,830 | 3,543 |
2024 | 3,258 | 3,288 |
2025 | 931 | 962 |
2026 | 474 | 505 |
Thereafter | 1,739 | 1,785 |
Total | 13,133 | 13,627 |
Less: imputed interest | (1,541) | (1,735) |
Present value of lease liabilities | 11,592 | 11,892 |
Less: current portion | (3,519) | (3,281) |
Lease liabilities, net of current portion | 8,073 | 8,611 |
Finance Lease [Member] | ||
Leases (Details) - Schedule of aggregate noncancelable future minimum lease payments under operating and finance leases [Line Items] | ||
Remainder of 2022 | 828 | 1,383 |
2023 | 189 | 189 |
2024 | 122 | 122 |
2025 | 12 | 11 |
2026 | ||
Thereafter | ||
Total | 1,151 | 1,705 |
Less: imputed interest | (77) | (112) |
Present value of lease liabilities | 1,074 | 1,593 |
Less: current portion | (822) | (1,301) |
Lease liabilities, net of current portion | $ 252 | $ 292 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of additional information related to the Company’s lease - Finance Lease [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases (Details) - Schedule of additional information related to the Company’s lease [Line Items] | ||
Operating lease cost | $ 865 | $ 823 |
Short-term lease cost | 57 | 213 |
Financing lease cost: | ||
Amortization of finance leased assets | 411 | 654 |
Interest of lease liabilities | $ 36 | $ 240 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Lease [Member] | ||
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate [Line Items] | ||
Weighted average remaining lease term (years) | 4 years 1 month 13 days | 4 years 6 months 3 days |
Weighted average discount rate | 5.92% | 5.94% |
Finance Lease [Member] | ||
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate [Line Items] | ||
Weighted average remaining lease term (years) | 1 year 2 months 23 days | 1 year 2 months 19 days |
Weighted average discount rate | 10.24% | 13.21% |
Other Expense, Net (Details) _2
Other Expense, Net (Details) - Other expense, net on the condensed consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other expense, net: | ||||
Interest income | $ 2 | $ 5 | $ 7 | $ 168 |
Change in fair value of derivative and warrant liability | (592) | (1,403) | (4,920) | (1,806) |
Other expense, net | (467) | (328) | (502) | 17 |
Total other expense, net | $ (1,057) | $ (1,726) | $ (5,415) | $ (5,396) |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of calculation of basic and diluted net loss per share attributable to common stockholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of calculation of basic and diluted net loss per share attributable to common stockholders [Abstract] | ||||
Net loss | $ (25,103) | $ (19,260) | $ 79,540 | $ 74,407 |
Weighted average shares outstanding – basic and dilutive | 12,527,229 | 11,872,698 | 12,104,523 | 11,780,078 |
Basic and diluted net loss per share | $ (2) | $ (1.62) | $ 6.57 | $ 6.59 |
Net Loss Per Share (Details) _4
Net Loss Per Share (Details) - Schedule of outstanding shares of potentially dilutive securities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of outstanding shares of potentially dilutive securities [Abstract] | ||||
Stock options | $ 5,039,511 | $ 4,926,154 | $ 5,475,283 | $ 5,178,276 |
Series C warrants (in Shares) | 362,652 | 134,126 | ||
Common stock warrants | $ 191,355 | $ 261,696 | $ 191,355 | |
Preferred stock (in Shares) | 19,248,537 | 19,132,387 | 19,248,537 | 19,132,387 |
Total | $ 24,842,055 | $ 24,320,237 | $ 24,915,175 | $ 24,444,789 |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of tax expense and the effective tax rate - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of tax expense and the effective tax rate [Abstract] | ||||
Income (loss) before income taxes | $ (24,751) | $ (19,093) | ||
Income tax expense | $ 352 | $ 167 | $ 456 | $ 738 |
Effective tax rate | (1.42%) | (0.87%) |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue [Member] | ||||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | ||||
Revenue | $ 2,171 | $ 1,807 | ||
Accounts Receivable [Member] | ||||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | ||||
Accounts receivable | 300 | $ 583 | $ 2,083 | |
Deferred Revenue [Member] | ||||
Related Party Transactions (Details) - Schedule of related party transactions [Line Items] | ||||
Deferred revenue | $ 13,862 | $ 15,238 | $ 16,787 |