Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | indie Semiconductor, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Central Index Key | 0001841925 |
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 (Unaudited) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||
Cash and cash equivalents | $ 323,865,000 | $ 18,698,000 | $ 7,155,000 | |
Accounts receivable, net of allowance for doubtful accounts of $60 as of September 30, 2021 and $185 as of December 31, 2020 | 8,857,000 | 5,913,000 | ||
Inventory, net | 5,549,000 | 2,900,000 | ||
Prepaid expenses and other current assets | 3,599,000 | 2,465,000 | ||
Total current assets | 341,870,000 | 29,976,000 | ||
Property and equipment, net | 3,282,000 | 2,169,000 | ||
Intangible assets, net | 11,608,000 | 1,088,000 | ||
Goodwill | 1,739,000 | 1,739,000 | ||
Other assets and deposits | 193,000 | 154,000 | ||
Total assets | 358,692,000 | 35,126,000 | ||
Liabilities and stockholders’ equity | ||||
Accounts payable | 5,365,000 | 4,554,000 | ||
Accrued expenses and other current liabilities | 6,282,000 | 2,522,000 | ||
Intangible asset contract liability | 2,499,000 | 2,270,000 | ||
Deferred revenue | 377,000 | 1,665,000 | ||
Simple agreements for future equity (“SAFEs”) | 102,700,000 | |||
Current debt obligations | 2,296,000 | 8,488,000 | ||
Total current liabilities | 16,819,000 | 122,199,000 | ||
Long-term debt, net of current portion | 12,345,000 | |||
Warrant liability | 103,492,000 | |||
Earn-out liability | 147,317,000 | |||
Intangible asset contract liability, net of current portion | 9,316,000 | 400,000 | ||
Other long-term liabilities | 2,401,000 | 1,674,000 | ||
Total liabilities | 279,345,000 | 136,618,000 | ||
Stockholders’ equity | ||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding | ||||
Additional paid-in capital | 271,738,000 | 43,155,000 | ||
Accumulated deficit | (175,056,000) | (153,264,000) | ||
Accumulated other comprehensive loss | 61,000 | (209,000) | ||
indie’s stockholders’ equity (deficit) | 96,755,000 | (110,312,000) | ||
Noncontrolling interest | (17,408,000) | 8,820,000 | ||
Total stockholders’ equity (deficit) | 79,347,000 | (101,492,000) | ||
Total liabilities and stockholders’ equity | 358,692,000 | 35,126,000 | ||
Thunder Bridge Acquisition II, Ltd.[Member] | ||||
Current assets: | ||||
Cash and cash equivalents | $ 75,728 | 133,695 | 497,549 | |
Prepaid expenses | 93,063 | 59,330 | 431,294 | |
Total current assets | 168,791 | 193,025 | 928,843 | |
Cash and marketable securities held in Trust Account | 349,591,759 | 349,583,138 | 347,460,852 | |
Total assets | 349,760,550 | 349,776,163 | 348,389,695 | |
Liabilities and stockholders’ equity | ||||
Accounts payable and accrued expenses | 1,033,032 | 626,750 | 41,731 | |
Warrant liability | 57,614,968 | 97,181,794 | 23,387,415 | |
Promissory note payable – related party | 937,407 | 300,000 | ||
Total current liabilities | 59,585,407 | 98,108,544 | 23,429,146 | |
Deferred underwriting fee payable | 12,075,000 | 12,075,000 | 12,075,000 | |
Total liabilities | 71,660,407 | 110,183,544 | 35,504,146 | |
Ordinary shares subject to possible redemption, 34,500,000, at December 31, 2020 and 2019, respectively, at redemption value | 349,591,759 | 349,583,138 | 347,460,852 | |
Stockholders’ equity | ||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding | ||||
Additional paid-in capital | ||||
Accumulated deficit | (71,492,479) | (109,991,382) | (34,576,166) | |
indie’s stockholders’ equity (deficit) | (71,491,616) | (109,990,519) | (34,575,303) | |
Total liabilities and stockholders’ equity | 349,760,550 | 349,776,163 | 348,389,695 | |
Class A Common Stock | ||||
Stockholders’ equity | ||||
Common stock value | 9,000 | 3,000 | ||
Class A Common Stock | Thunder Bridge Acquisition II, Ltd.[Member] | ||||
Stockholders’ equity | ||||
Common stock value | ||||
Class V Common Stock | ||||
Stockholders’ equity | ||||
Common stock value | $ 3,000 | 3,000 | ||
Class B Common Stock | Thunder Bridge Acquisition II, Ltd.[Member] | ||||
Stockholders’ equity | ||||
Common stock value | $ 863 | $ 863 | $ 863 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Thunder Bridge Acquisition II, Ltd.[Member] | ||||
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 outstanding | ||||
Ordinary shares subject to possible redemption | 34,500,000 | 34,500,000 | 34,500,000 | |
Class A Common Stock | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||
Common stock, shares issued | 101,482,466 | 38,255,490 | ||
Common stock, shares outstanding | 96,428,533 | 34,413,634 | ||
Class A Common Stock | Thunder Bridge Acquisition II, Ltd.[Member] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 0 | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | 0 | |
Class V Common Stock | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 40,000,000 | 40,000,000 | ||
Common stock, shares issued | 33,827,371 | 33,373,294 | ||
Common stock, shares outstanding | 33,827,371 | 33,373,294 | ||
Class B Common Stock | Thunder Bridge Acquisition II, Ltd.[Member] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | ||||||
Revenue: | |||||||||||||
Total revenue | $ 12,157,000 | $ 7,586,000 | $ 29,451,000 | $ 15,957,000 | |||||||||
Operating expenses: | |||||||||||||
Cost of goods sold | 6,930,000 | 3,664,000 | 17,097,000 | 8,742,000 | |||||||||
Research and development | 15,043,000 | 5,823,000 | 37,206,000 | 15,457,000 | |||||||||
Selling, general, and administrative | 11,442,000 | 1,265,000 | 23,015,000 | 4,080,000 | |||||||||
Total operating expenses | 33,415,000 | 10,752,000 | 77,318,000 | 28,279,000 | |||||||||
Loss from operations | (21,258,000) | (3,166,000) | (47,867,000) | (12,322,000) | |||||||||
Other income (expense), net: | |||||||||||||
Interest income | 16,000 | 6,000 | 36,000 | 18,000 | |||||||||
Interest expense | (25,000) | (517,000) | (1,175,000) | (1,620,000) | |||||||||
Gain (loss) from change in fair value of SAFEs | (18,520,000) | 21,600,000 | (20,735,000) | ||||||||||
Gain (loss) from change in fair value of warrants | (40,401,000) | (29,085,000) | |||||||||||
Gain (loss) from change in fair value of earn-out liabilities | (45,516,000) | (27,677,000) | |||||||||||
Gain (loss) from extinguishment of debt | 304,000 | ||||||||||||
Other income (expense) | (1,013,000) | 28,000 | (914,000) | 140,000 | |||||||||
Total other expense, net | (86,939,000) | (19,003,000) | (36,911,000) | (22,197,000) | |||||||||
Net loss before income taxes | (108,197,000) | (22,169,000) | (84,778,000) | (34,519,000) | |||||||||
Income tax (benefit) expense | (36,000) | (13,000) | 34,000 | 9,000 | |||||||||
Net (loss) income | (108,161,000) | (22,156,000) | (84,812,000) | (34,528,000) | |||||||||
Less: Net loss attributable to noncontrolling interest | (28,512,000) | (197,000) | (22,127,000) | (590,000) | |||||||||
Net loss attributable to indie Semiconductor, Inc. | (79,649,000) | (21,959,000) | (62,685,000) | (33,938,000) | |||||||||
Net loss attributable to common shares – basic | (79,649,000) | (21,959,000) | (62,685,000) | (33,938,000) | |||||||||
Net loss attributable to common shares – diluted | $ (79,649,000) | $ (21,959,000) | $ (62,685,000) | $ (33,938,000) | |||||||||
Net loss per share attributable to common shares – basic (in Dollars per share) | $ (0.83) | $ (0.7) | $ (1.07) | $ (1.09) | |||||||||
Net loss per share attributable to common shares – diluted (in Dollars per share) | $ (0.83) | $ (0.7) | $ (1.07) | $ (1.09) | |||||||||
Weighted average common shares outstanding – basic (in Shares) | [1] | 96,368,379 | 31,349,643 | 58,791,245 | 31,153,933 | ||||||||
Weighted average common shares outstanding – diluted (in Shares) | [1] | 96,368,379 | 31,349,643 | 58,791,245 | 31,153,933 | ||||||||
Product revenue | |||||||||||||
Revenue: | |||||||||||||
Total revenue | $ 11,099,000 | $ 5,732,000 | $ 27,470,000 | $ 13,294,000 | |||||||||
Contract revenue | |||||||||||||
Revenue: | |||||||||||||
Total revenue | $ 1,058,000 | $ 1,854,000 | $ 1,981,000 | $ 2,663,000 | |||||||||
Thunder Bridge Acquisition II, Ltd.[Member] | |||||||||||||
Operating expenses: | |||||||||||||
Total operating expenses | $ 1,067,923 | $ 238,547 | |||||||||||
Loss from operations | (1,067,923) | (238,547) | $ (379,352) | $ (1,620,837) | |||||||||
Other income (expense), net: | |||||||||||||
Interest income | 8,621 | 2,017,548 | 2,460,851 | 2,122,286 | |||||||||
Change in fair value of warrant liability | 39,566,826 | 5,000,031 | 1,538,409 | (73,794,379) | |||||||||
Net (loss) income | $ 38,507,524 | $ 6,779,032 | $ 3,619,908 | $ (73,292,930) | |||||||||
Weighted average shares outstanding, basic and diluted (in Shares) | 8,625,000 | [1],[2] | 8,625,000 | [1],[2] | 8,437,500 | [3] | 8,625,000 | [3] | |||||
Basic and diluted net income per ordinary share (in Dollars per share) | $ 4.46 | $ 0.58 | $ 0.14 | $ (8.74) | |||||||||
Formation costs and other operating expenses | $ 379,352 | $ 1,620,837 | |||||||||||
[1] | Retroactively restated to give effect to the reverse recapitalization. | ||||||||||||
[2] | Excludes an aggregate of up to 34,500,000,shares subject to redemption at March 31, 2021 and 2020, respectively (See Note 8). | ||||||||||||
[3] | excludes an aggregate of up to 34,500,000 and 34,500,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (108,161) | $ (22,156) | $ (84,812) | $ (34,528) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 172 | 119 | 230 | 58 |
Comprehensive loss | (107,989) | (22,037) | (84,582) | (34,470) |
Less: Comprehensive loss attributable to noncontrolling interest | (28,514) | (197) | (22,127) | (590) |
Comprehensive loss attributable to indie Semiconductor, Inc. | $ (79,475) | $ (21,840) | $ (62,455) | $ (33,880) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) and Noncontrolling Interest (Unaudited) - USD ($) | Class ACommon StockThunder Bridge Acquisition II, Ltd.[Member] | Class ACommon Stock | Class VCommon Stock | Class BCommon StockThunder Bridge Acquisition II, Ltd.[Member] | Members’ Equity | Additional Paid-in CapitalThunder Bridge Acquisition II, Ltd.[Member] | Additional Paid-in Capital | Accumulated DeficitThunder Bridge Acquisition II, Ltd.[Member] | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Deficit Attributable to indie Semiconductor, Inc. | Noncontrolling Interest | Thunder Bridge Acquisition II, Ltd.[Member] | Total | ||
Balance at Feb. 12, 2019 | ||||||||||||||||
Balance (in Shares) at Feb. 12, 2019 | ||||||||||||||||
Sale of Class B ordinary share to sponsor | $ 863 | 24,137 | 25,000 | |||||||||||||
Sale of Class B ordinary share to sponsor (in Shares) | 8,625,000 | |||||||||||||||
Sale of 34,500,000 Units, net of underwriters discount and offering costs | $ 3,450 | 309,237,190 | 309,237,190 | |||||||||||||
Sale of 34,500,000 Units, net of underwriters discount and offering costs (in Shares) | 34,500,000 | |||||||||||||||
Common stock subject to redemption | $ (3,450) | (309,261,327) | (38,196,074) | (347,460,851) | ||||||||||||
Common stock subject to redemption (in Shares) | (34,500,000) | |||||||||||||||
Net income loss | 3,619,908 | 3,619,908 | ||||||||||||||
Balance at Dec. 31, 2019 | $ 863 | $ 41,468,000 | $ 577,000 | (34,576,166) | $ (55,766,000) | $ (241,000) | $ (13,962,000) | $ 3,380,000 | (34,575,303) | $ (10,582,000) | ||||||
Balance (in Shares) at Dec. 31, 2019 | [1] | [1] | 8,625,000 | 2,251,020 | ||||||||||||
Retroactive application of recapitalization | $ 3,000 | $ 3,000 | $ (41,468,000) | 41,462,000 | ||||||||||||
Retroactive application of recapitalization (in Shares) | 33,405,625 | [1] | 33,373,294 | [1] | (2,251,020) | |||||||||||
Adjusted balance, beginning of period | $ 3,000 | $ 3,000 | 42,039,000 | (55,766,000) | (241,000) | (13,962,000) | 3,380,000 | (10,582,000) | ||||||||
Adjusted balance, beginning of period (in Shares) | 33,405,625 | [1] | 33,373,294 | [1] | ||||||||||||
Vesting of equity awards (in Shares) | 213,673 | [1] | [1] | |||||||||||||
Proceeds from sale of noncontrolling interest | 1,452,000 | 1,452,000 | ||||||||||||||
Net income loss | (5,121,000) | (5,121,000) | (259,000) | (5,380,000) | ||||||||||||
Foreign currency translation adjustment | (68,000) | (68,000) | (10,000) | (78,000) | ||||||||||||
Balance at Mar. 31, 2020 | $ 3,000 | $ 3,000 | $ 863 | 42,039,000 | 4,998,800 | (60,887,000) | (309,000) | (19,151,000) | 4,563,000 | 5,000,007 | (14,588,000) | |||||
Balance (in Shares) at Mar. 31, 2020 | 33,619,298 | [1] | 33,373,294 | [1] | 8,625,000 | |||||||||||
Balance at Dec. 31, 2019 | $ 863 | $ 41,468,000 | 577,000 | (34,576,166) | (55,766,000) | (241,000) | (13,962,000) | 3,380,000 | (34,575,303) | (10,582,000) | ||||||
Balance (in Shares) at Dec. 31, 2019 | [1] | [1] | 8,625,000 | 2,251,020 | ||||||||||||
Net income | (34,528,000) | |||||||||||||||
Balance at Sep. 30, 2020 | $ 3,000 | $ 3,000 | 42,750,000 | (89,704,000) | (183,000) | (47,131,000) | 4,242,000 | (42,889,000) | ||||||||
Balance (in Shares) at Sep. 30, 2020 | 34,090,095 | [1] | 33,373,294 | [1] | ||||||||||||
Balance at Dec. 31, 2019 | $ 863 | $ 41,468,000 | 577,000 | (34,576,166) | (55,766,000) | (241,000) | (13,962,000) | 3,380,000 | (34,575,303) | (10,582,000) | ||||||
Balance (in Shares) at Dec. 31, 2019 | [1] | [1] | 8,625,000 | 2,251,020 | ||||||||||||
Common stock subject to redemption | (2,017,548) | (6,779,026) | ||||||||||||||
Net income loss | 6,779,032 | 6,779,032 | ||||||||||||||
Common stock subject to redemption | (2,122,286,000,000) | (2,122,286,000,000) | ||||||||||||||
Net income | (73,292,930,000,000) | (73,292,930,000,000) | ||||||||||||||
Balance at Dec. 31, 2020 | $ 863 | $ 42,179,000 | 982,000 | (109,991,382) | (153,264,000) | (209,000) | (110,312,000) | 8,820,000 | (109,990,519) | (101,492,000) | ||||||
Balance (in Shares) at Dec. 31, 2020 | [1] | [1] | 8,625,000 | 2,287,279 | ||||||||||||
Balance at Mar. 31, 2020 | $ 3,000 | $ 3,000 | $ 863 | 42,039,000 | 4,998,800 | (60,887,000) | (309,000) | (19,151,000) | 4,563,000 | 5,000,007 | (14,588,000) | |||||
Balance (in Shares) at Mar. 31, 2020 | 33,619,298 | [1] | 33,373,294 | [1] | 8,625,000 | |||||||||||
Vesting of equity awards (in Shares) | 130,522 | [1] | [1] | |||||||||||||
Issuance of Class H Units | 711,000 | 711,000 | 711,000 | |||||||||||||
Issuance of Class H Units (in Shares) | 125,101 | [1] | [1] | |||||||||||||
Net income loss | (6,858,000) | (6,858,000) | (134,000) | (6,992,000) | ||||||||||||
Foreign currency translation adjustment | 7,000 | 7,000 | 10,000 | 17,000 | ||||||||||||
Balance at Jun. 30, 2020 | $ 3,000 | $ 3,000 | 42,750,000 | (67,745,000) | (302,000) | (25,291,000) | 4,439,000 | (20,852,000) | ||||||||
Balance (in Shares) at Jun. 30, 2020 | 33,874,921 | [1] | 33,373,294 | [1] | ||||||||||||
Vesting of equity awards (in Shares) | 215,174 | [1] | [1] | |||||||||||||
Net income loss | (21,959,000) | (21,959,000) | (197,000) | (22,156,000) | ||||||||||||
Net income | (22,156,000) | |||||||||||||||
Foreign currency translation adjustment | 119,000 | 119,000 | 119,000 | |||||||||||||
Balance at Sep. 30, 2020 | $ 3,000 | $ 3,000 | 42,750,000 | (89,704,000) | (183,000) | (47,131,000) | 4,242,000 | (42,889,000) | ||||||||
Balance (in Shares) at Sep. 30, 2020 | 34,090,095 | [1] | 33,373,294 | [1] | ||||||||||||
Balance at Dec. 31, 2020 | $ 863 | $ 42,179,000 | 982,000 | (109,991,382) | (153,264,000) | (209,000) | (110,312,000) | 8,820,000 | (109,990,519) | (101,492,000) | ||||||
Balance (in Shares) at Dec. 31, 2020 | [1] | [1] | 8,625,000 | 2,287,279 | ||||||||||||
Common stock subject to redemption | (8,621) | |||||||||||||||
Retroactive application of recapitalization | $ 3,000 | $ 3,000 | $ (42,179,000) | 42,173,000 | ||||||||||||
Retroactive application of recapitalization (in Shares) | 34,413,634 | [1] | 33,373,294 | [1] | (2,287,279) | |||||||||||
Adjusted balance, beginning of period | $ 3,000 | $ 3,000 | 43,155,000 | (153,264,000) | (209,000) | (110,312,000) | 8,820,000 | (101,492,000) | ||||||||
Adjusted balance, beginning of period (in Shares) | 34,413,634 | [1] | 33,373,294 | [1] | ||||||||||||
Vesting of equity awards (in Shares) | 631,121 | [1] | [1] | |||||||||||||
Net income loss | 38,507,524 | 10,815,000 | 10,815,000 | (454,000) | 38,507,524 | 10,361,000 | ||||||||||
Foreign currency translation adjustment | (88,000) | (88,000) | 36,000 | (52,000) | ||||||||||||
Balance at Mar. 31, 2021 | $ 3,000 | $ 3,000 | $ 863 | 43,155,000 | (71,492,479) | (142,449,000) | (297,000) | (99,585,000) | 8,402,000 | (71,482,995) | (91,183,000) | |||||
Balance (in Shares) at Mar. 31, 2021 | 35,044,755 | [1] | 33,373,294 | [1] | 8,625,000 | |||||||||||
Balance at Dec. 31, 2020 | $ 863 | $ 42,179,000 | 982,000 | (109,991,382) | (153,264,000) | (209,000) | (110,312,000) | 8,820,000 | (109,990,519) | (101,492,000) | ||||||
Balance (in Shares) at Dec. 31, 2020 | [1] | [1] | 8,625,000 | 2,287,279 | ||||||||||||
Net income | (84,812,000) | |||||||||||||||
Balance at Sep. 30, 2021 | $ 9,000 | $ 3,000 | 271,738,000 | (175,056,000) | 61,000 | 96,755,000 | (17,408,000) | 79,347,000 | ||||||||
Balance (in Shares) at Sep. 30, 2021 | 96,428,533 | [1] | 33,827,371 | [1] | ||||||||||||
Balance at Mar. 31, 2021 | $ 3,000 | $ 3,000 | $ 863 | 43,155,000 | $ (71,492,479) | (142,449,000) | (297,000) | (99,585,000) | 8,402,000 | $ (71,482,995) | (91,183,000) | |||||
Balance (in Shares) at Mar. 31, 2021 | 35,044,755 | [1] | 33,373,294 | [1] | 8,625,000 | |||||||||||
Vesting of equity awards (in Shares) | 1,133,889 | [1] | [1] | |||||||||||||
Share-based compensation | 7,968,000 | 7,968,000 | 7,968,000 | |||||||||||||
Net loss before | (13,434,000) | (13,434,000) | (132,000) | (13,566,000) | ||||||||||||
Retroactive application of recapitalization | $ 6,000 | 250,129,000 | 250,135,000 | 250,135,000 | ||||||||||||
Retroactive application of recapitalization (in Shares) | 60,441,289 | [1] | 454,077 | [1] | ||||||||||||
Reverse recapitalization: ADK Minority Holders interest on June 10, 2021 | (36,831,000) | 40,892,000 | 40,000 | 4,101,000 | (4,101,000) | |||||||||||
Reverse recapitalization: ADK Minority Holders interest on June 10, 2021 (in Shares) | (378,605) | [1] | [1] | |||||||||||||
Net income after | 19,584,000 | 19,584,000 | 6,971,000 | 26,555,000 | ||||||||||||
Foreign currency translation adjustment | 146,000 | 146,000 | (34,000) | 112,000 | ||||||||||||
Balance at Jun. 30, 2021 | $ 9,000 | $ 3,000 | 264,421,000 | (95,407,000) | (111,000) | 168,915,000 | 11,106,000 | 180,021,000 | ||||||||
Balance (in Shares) at Jun. 30, 2021 | 96,241,328 | [1] | 33,827,371 | [1] | ||||||||||||
Vesting of equity awards (in Shares) | 187,205 | [1] | [1] | |||||||||||||
Share-based compensation | 6,217,000 | 6,217,000 | 6,217,000 | |||||||||||||
Retroactive application of recapitalization | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||||
Net income loss | (79,649,000) | (79,649,000) | (28,512,000) | (108,161,000) | ||||||||||||
Net income | (108,161,000) | |||||||||||||||
Foreign currency translation adjustment | 172,000 | 172,000 | (2,000) | 170,000 | ||||||||||||
Balance at Sep. 30, 2021 | $ 9,000 | $ 3,000 | $ 271,738,000 | $ (175,056,000) | $ 61,000 | $ 96,755,000 | $ (17,408,000) | $ 79,347,000 | ||||||||
Balance (in Shares) at Sep. 30, 2021 | 96,428,533 | [1] | 33,827,371 | [1] | ||||||||||||
[1] | Retroactively restated to give effect to the reverse recapitalization. |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Net (loss) income | $ (84,812,000) | $ (34,528,000) | ||||
Depreciation and amortization | 2,397,000 | 1,984,000 | ||||
Inventory impairment charges | 78,000 | 485,000 | ||||
Share-based compensation | 14,185,000 | |||||
Amortization of discount and cost of issuance of debt | 198,000 | 149,000 | ||||
Bad debts | 125,000 | 74,000 | ||||
Non-cash interest expense | 327,000 | |||||
(Gain) loss from change in fair value remeasurement of SAFEs | (21,600,000) | 20,735,000 | ||||
(Gain) loss from change in fair value of warrants | 29,085,000 | |||||
(Gain) loss from change in fair value of earn-out liability | 27,677,000 | |||||
(Gain) loss from change in fair value of currency forward contract | 1,200,000 | |||||
(Gain) loss from extinguishment of debt | (304,000) | |||||
Deferred City Semi compensation | 375,000 | 278,000 | ||||
Accounts receivable | (3,047,000) | (471,000) | ||||
Inventory | (2,730,000) | 350,000 | ||||
Accounts payable | 625,000 | (1,755,000) | ||||
Accrued expenses and other current liabilities | 2,814,000 | 37,000 | ||||
Deferred revenue | (1,113,000) | (2,139,000) | ||||
Prepaid and other current assets | (2,848,000) | |||||
Other long-term liabilities | 782,000 | (53,000) | ||||
Net cash used in operating activities | (36,913,000) | (14,527,000) | ||||
Purchases of property and equipment | (1,668,000) | (625,000) | ||||
Purchases of intangible assets | (784,000) | |||||
Payments for acquired software license | (113,000) | |||||
Business combination, net of cash | (38,000) | |||||
Net cash used in investing activities | (2,452,000) | (776,000) | ||||
Proceeds from issuance of SAFEs | 5,000,000 | 15,250,000 | ||||
Proceeds from sale of noncontrolling interest | 1,452,000 | |||||
Proceeds from issuance of debt obligations | 155,000 | 4,973,000 | ||||
Proceeds from reverse recapitalization | 377,663,000 | |||||
Issuance costs related to reverse recapitalization | (19,902,000) | |||||
Payments on debt obligations | (15,008,000) | (4,183,000) | ||||
Payments on financed software | (2,270,000) | (400,000) | ||||
Redemption of Class H units | (900,000) | |||||
Settlement of City Semi first tranche contingent consideration | (399,000) | |||||
Net cash provided by financing activities | 344,339,000 | 17,092,000 | ||||
Effect of exchange rate changes on cash and cash equivalents | 193,000 | 21,000 | ||||
Net increase in cash and cash equivalents | 305,167,000 | 1,810,000 | ||||
Cash and cash equivalents at beginning of period | $ 18,698,000 | $ 7,155,000 | 18,698,000 | 7,155,000 | $ 7,155,000 | |
Cash and cash equivalents at end of period | 323,865,000 | 8,965,000 | $ 7,155,000 | 18,698,000 | ||
Cash flow from investing activities: | ||||||
Cash paid for interest | 1,188,000 | 1,121,000 | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Purchases of property and equipment, accrued but not paid | 206,000 | 3,000 | ||||
Conversion of historical members’ equity | 41,278,000 | |||||
Class G warrants cashless exchange | 407,000 | |||||
Conversion of SAFEs | 86,100,000 | |||||
Conversion of Embry Notes | 4,119,000 | |||||
Recognition of earn-out considerations | 119,759,000 | |||||
Recognition of warrant liabilities | 74,408,000 | |||||
Accrual for purchases of intangible assets | 12,198,000 | 64,000 | ||||
Thunder Bridge Acquisition II, Ltd.[Member] | ||||||
Net (loss) income | 38,507,524 | 6,779,032 | 3,619,908 | (73,292,930) | ||
Net cash used in operating activities | (695,374) | (193,341) | (768,913) | (663,852) | ||
Net cash provided by financing activities | 637,407 | 346,266,462 | 300,000 | |||
Net increase in cash and cash equivalents | (57,967) | (193,341) | 497,549 | (363,852) | ||
Cash at the beginning of the period | 133,697 | 497,549 | 133,697 | 497,549 | 497,549 | |
Cash at the end of the period | 497,549 | 133,697 | ||||
Cash and cash equivalents at beginning of period | 133,695 | 497,549 | $ 133,695 | $ 497,549 | 497,549 | |
Cash and cash equivalents at end of period | 75,728 | 304,208 | 497,549 | 133,695 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Prepaid expenses | (33,733) | 27,582 | (431,294) | 371,964 | ||
Accounts payable and accrued expenses | 406,282 | 17,624 | 41,733 | 585,021 | ||
Cash flow from investing activities: | ||||||
Investment of cash in Trust Account | (345,000,000) | |||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Interest earned in Trust Account | (8,621) | (2,017,548) | (2,460,851) | (2,122,286) | ||
Change in fair value of warrant liability | (39,566,826) | (5,000,031) | (1,538,409) | 73,794,379 | ||
Cash flows from financing activities: | ||||||
Proceeds from sale of Class B ordinary shares | 25,000 | |||||
Proceeds from sale of Units, net of underwriting discounts paid | 338,100,000 | |||||
Proceeds from sale of private placement warrants | 8,650,000 | |||||
Proceeds from promissory note – related party | $ 637,407 | 277,000 | 300,000 | |||
Repayment of promissory note – related party | (277,000) | |||||
Payment of deferred offering costs | $ (508,538) |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Nature of the Business and Basis of Presentation [Line Items] | |||
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation indie Semiconductor, Inc. (“indie”) and its predecessor for accounting purposes, Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”) are collectively referred to herein as the “Company”. The Company offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. The Company focuses on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in -cabin Reverse Recapitalization with Thunder Bridge Acquisition II On June 10, 2021 (the “Closing Date”), the Company completed a series of transactions (the “Transaction”) with Thunder Bridge Acquisition II, Ltd. (“TB2”) pursuant to the Master Transactions Agreement dated December 14, 2020, as amended on May 3, 2021. In connection with the Transaction, Thunder Bridge Acquisition II Surviving Pubco, Inc, a Delaware corporation (“Surviving Pubco”), was formed to be the successor public company to TB2, and TB2 was domesticated into a Delaware corporation and merged with and into a merger subsidiary of Surviving Pubco. Immediately prior to the closing of the Transaction (the “Closing”), shareholders of TB2 redeemed an aggregate of 9,877,106 common shares of TB2 and the outstanding common shares and warrants of TB2 were converted into 24,622,894 Class A common shares of Surviving Pubco and 17,250,000 warrants to purchase Class A common shares of Surviving Pubco. The outstanding common shares and warrants of TB2 sponsors were converted into 8,625,000 Immediately prior to the Transaction, (i) the Company’s existing warrants to purchase the Company’s Class G units were net exercised and 10,019 Class G units of the Company were issued to the holders of the warrants; (ii) the SAFEs were converted into an aggregate of 284,925 Class A units; (iii) the Embry notes and the interest accrued thereunder were converted into 185,000 Class A units and 100,000 Class C units; and (iv) all 1,251,566 Class C, D, E, F and G units of the Company were converted into Class A units as per their rights and preferences. Immediately thereafter, each outstanding Class A unit and Class B unit was split into approximately 27.8 Class A units and Class B units, respectively (the “Exchange Ratio”). Following the split, 77,497,793 Class A units were exchanged for 43,670,422 Class A common shares and 33,827,371 Class V common shares in indie and 9,564,150 Class B units were exchanged for 9,564,150 Class A common shares in indie (1,791,147 of such shares were subject to vesting conditions). The closing Exchange Ratio was determined by dividing (i) a number of shares of the Company’s Class A common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, by (ii) the total number of ADK LLC membership units outstanding immediately prior to the Closing. The “Closing Merger Consideration” of $894,628 was determined by taking $900,000 of merger consideration less applicable adjustments of $5,372. 3,450,000 Class A common shares of indie were issued and held in escrow (“Escrow Shares”) for the potential future release to the sponsors of TB2 in the event the earn -out -out -out Immediately following the Closing, the Company’s board of directors consisted of nine directors, seven of whom were designated by the Company. A majority of the directors qualified as independent directors under rules of Nasdaq. The Transaction was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under the guidance in Accounting Standards Codifications (“ASC”) Topic 805, indie is treated as the “acquirer” for financial reporting purposes. As such, the Company is deemed the accounting predecessor of the combined business and is the successor registrant for U.S. Securities and Exchange Commission (“SEC”) purposes, meaning that the Company’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. The most significant change in the Company’s reported financial position and results of operations was gross cash proceeds of $399,511 from the merger transaction, which includes $150,000 in gross proceeds from the PIPE financing that was consummated in conjunction with the Transaction. The increase in cash was offset by transaction costs incurred in connection with the Transaction of approximately $43,423 plus the retirement of indie’s long -term -term The table below summarizes the shares of Class A and Class V common stock issued immediately after the closing of the Transaction as well as the impact of the Transaction on the condensed consolidated statement of stockholders’ equity as of June 10, 2021: Additional Shares Amount Shares Amount Redemption of Class H units (125,101 ) $ — — $ — $ (900 ) Embry notes conversion 8,023,072 1 — — 4,118 Warrants net settlement conversion 278,533 — — — — SAFEs conversion 7,466,891 1 454,077 — 86,099 PIPE and SPAC financing 44,797,894 4 — — 377,654 Earn-out liability — — — — (119,759 ) Transaction expenses — — — — (22,675 ) Warrants liability — — — — (74,408 ) Reverse recapitalization on June 10, 2021 60,441,289 $ 6 454,077 $ — $ 250,129 Impact of COVID-19 The COVID -19 -resistant -19 -19 -19 The Company experienced a decrease in customer demand and product shipments in the second quarter of fiscal year 2020. This decrease was primarily the result of closures or reduced capacity at customer manufacturing facilities in China. During the second half of fiscal year 2020, customer manufacturing facilities re -opened -party Basis of Presentation The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the ASC and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the consolidated accounts of the Company’s majority -owned -owned -owned All significant intercompany accounts and transactions of the subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less -than-wholly-owned Unaudited Interim Financial Information In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The condensed consolidated balance sheet at December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2020. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits an emerging growth company (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt -out -EGCs -out -out Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016 -02 Leases -02 -of-use -10- Financial Instruments -Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates -05- Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities -02 -10 -05 -02 -of-use In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016 -13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU 2017 -04 Simplifying the Test for Goodwill Impairment including goodwill, exceed the reporting unit’s fair value. The new guidance must be adopted for annual and interim goodwill tests by the Company beginning on January 1, 2022. After the adoption of this standard, which will be applied prospectively, the Company will follow a one -step In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes Income Taxes -12 | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Nature of the Business and Basis of Presentation [Line Items] | |||
Nature of the Business and Basis of Presentation | Note 1 — Organization and Plan of Business Operations Thunder Bridge Acquisition II, Ltd. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on February All activity for the period from February The registration statement for the Initial Public Offering was declared effective on August Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,650,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Thunder Bridge Acquisition II, LLC (the “Sponsor”), generating gross proceeds of $8,650,000, which is described in Note 4. Following the closing of the Initial Public Offering, on August -ended -7 Transaction costs amounted to $19,483,537 consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees (see Note 6) and $508,537 of other costs. In addition, $1,230,680 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post -Business The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per -share Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares. In connection with any shareholder vote required to approve any Business Combination, the Sponsor and any other shareholder of the Company prior to the consummation of the Public Offering (collectively with the Sponsor, the “Initial Shareholders”) and the Company’s directors and officers will agree (i) to vote any of their respective Ordinary Shares (as defined below) in favor of the initial Business Combination and (ii) not to redeem any of their Ordinary Shares in connection therewith. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, in the case of a shareholder vote, a majority of the outstanding Ordinary Shares voted are voted in favor of the Business Combination. The NASDAQ rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will have until August -share -month | Note 1 — Organization and Plan of Business Operations Thunder Bridge Acquisition II, Ltd. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on February All activity for the period from February The registration statement for the Initial Public Offering was declared effective on August Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,650,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Thunder Bridge Acquisition II, LLC (the “Sponsor”), generating gross proceeds of $8,650,000, which is described in Note 4. Following the closing of the Initial Public Offering, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open -ended -7 Transaction costs amounted to $19,483,537 consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees (see Note 6) and $508,537 of other costs. In addition, $1,230,680 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post -Business The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per -share person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares. In connection with any shareholder vote required to approve any Business Combination, the Sponsor and any other shareholder of the Company prior to the consummation of the Public Offering (collectively with the Sponsor, the “Initial Shareholders”) and the Company’s directors and officers will agree (i) to vote any of their respective Ordinary Shares (as defined below) in favor of the initial Business Combination and (ii) not to redeem any of their Ordinary Shares in connection therewith. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, in the case of a shareholder vote, a majority of the outstanding Ordinary Shares voted are voted in favor of the Business Combination. The NASDAQ rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will have until August -share -month |
Business Combinations
Business Combinations | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Line Items] | |||
Business Combinations | 2. Business Combinations Acquisition of City Semiconductor, Inc. On May 13, 2020, the Company acquired certain assets and liabilities of City Semiconductor, Inc. (“City Semi”), which had developed technology related to analog and mixed -signal -speed -to-digital -to-analog Fair Value Class H units issued $ 711 Contingent consideration 1,180 Cash consideration to be transferred at a later date 138 Total $ 2,029 The maximum contingent consideration payable in connection with the acquisition is $2,000. The acquisition date fair value of the contingent consideration was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches. The first tranche is payable, up to a maximum of $500, upon the achievement of cash collection targets within twelve months of the acquisition, and $456 was achieved in May 2021. The second tranche is payable, up to a maximum of $1,500 upon the shipment of a product incorporating the acquired developed technology. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. In September 2021, the Company paid off the first tranche of the contingent consideration. The fair value of the second tranche contingent consideration liabilities was $1,200 as of September 30, 2021. The fair value of the first and second tranche contingent consideration liabilities was $500 and $900, respectively, as of December 31, 2020. The fair value of the first tranche contingent consideration liability as of December 31, 2020 was reflected in Other current liabilities Other long -term liabilities In connection with this acquisition, the two existing employees of City Semi, including the founder and sole shareholder of City Semi, entered into employment agreements with the Company. As there is a service condition associated with these agreements, the related compensation expense is accounted for separately from the acquisition. The Company recognizes the related compensation expense as research and development expense in the condensed consolidated statement of operations on a straight -line The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Intangible asset – Software license $ 139 Intangible asset – Developed technology 369 Goodwill 1,739 Deferred revenue (41 ) Accrued expenses (177 ) Net assets acquired $ 2,029 The Company estimates that the useful life of the acquired developed technology intangible asset is seven years and the useful life of the acquired software license intangible asset is approximately one year, which represents the remaining duration of the software license. The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. There are no amounts of revenue or earnings of City Semi included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2021. The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and City Semi as if the closing of the acquisition had occurred on January 1, 2020. Three Months Nine Months Combined revenue $ 8,122 $ 17,101 Combined net loss before income taxes (22,152 ) (34,741 ) The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The adjustments primarily reflect the amortization of acquired developed technology and compensation expense related to consideration to be transferred to the founder upon the second anniversary of his employment. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been realized if the acquisition had taken place on January 1, 2020. On June 10, 2021, in connection with the closing of the Transaction, the Company paid $900 to redeem the Class H units previously issued. | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Business Combinations [Line Items] | |||
Business Combinations | Note 9 — Business Combination On December Thunder Bridge II MTA Surviving Pubco -owned TBII Merger Sub ADK Merger Sub (“ ADK Service Provider Merger Sub ADK Blocker Merger Sub Merger Subs Company ADK Blockers ADK Service Provider Holdco Company Securityholder Representative Closing Domestication Thunder Bridge II Merger Company Merger Surviving Company Blocker Mergers Service Provider Merger Mergers Transactions As a result of the Transactions, each issued and outstanding Class A ordinary share and Class B ordinary share of Thunder Bridge II will convert into a share of Class A common stock of Surviving Pubco, and each issued and outstanding warrant to purchase Class A ordinary shares of Thunder Bridge II will be exercisable by its terms to purchase an equal number of shares of Class A common stock of Surviving Pubco. Each share of Surviving Pubco Class A common stock will provide the holder with the rights to vote, receive dividends, share in distributions in connection with a liquidation and other stockholder rights with respect to Surviving Pubco. Merger Consideration The merger consideration (the “ Merger Consideration Company Equity Holders Post -Merger Company Units -for-one Those Company Equity Holders that receive Post -Merger -Merger -Merger -for-one The Earn Out In addition to the consideration set forth above, the Company Equity Holders will also have a contingent earn out right to receive up to an additional 10,000,000 Earn Out Shares • • Payments of the Earn Out Shares to holders of Class A common stock of the Surviving Pubco or holders of the Post -Merger The Earn Out Shares will be paid either in shares of Class A common stock of the Surviving Pubco, or in Post -Merger -Merger -Merger The price targets shall be equitably adjusted for stock splits, dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the shares of Class A common stock of Surviving Pubco. Notwithstanding the foregoing, if there is a Surviving Pubco Sale (as defined in the MTA) at any time following the Closing and prior to December Covenants of the Parties Each party agreed in the MTA to use its reasonable best efforts to effect the Closing. The MTA also contains certain customary covenants by each of the parties during the period between the signing of the MTA and the earlier of the Closing or the termination of the MTA in accordance with its terms, including the conduct of their respective businesses, provision of information, notification of certain matters, obtaining governmental consents (including making any filings required under the Hart -Scott-Rodino HSR Act -up Directors of the Combined Company The parties also agreed to take all necessary action so that the board of directors of Surviving Pubco following the Closing will consist of the following nine individuals (a majority of whom shall be independent directors in accordance with Nasdaq requirements): five individuals selected by the Company, three individuals selected by Thunder Bridge II, and one individual mutually agreed upon by the Company and Thunder Bridge II. Surviving Pubco’s board of directors will be classified with three classes of directors serving three year terms. Closing Conditions The obligations of the parties to complete the Closing are subject to various conditions, including customary conditions of each party and the following mutual conditions of the parties unless waived: • • • • -Merger • -4 Registration Statement • • Unless waived by the Company, the obligations of the Company to effect the Closing are subject to the satisfaction of the following additional conditions: • • • • • • • • -Closing • Sponsor • Termination The MTA may be terminated under certain customary and limited circumstances, including: • • If the MTA is terminated, all further obligations of the parties under the MTA will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination, fees and expenses, waiver of claims against the trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any fraud claims or willful and intentional breach of the MTA prior to such termination. The foregoing description of the MTA and the Transactions do not purport to be complete and are qualified in their entirety by the terms and conditions of the MTA, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The MTA contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The MTA has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about Thunder Bridge II, the Company or any other party to the MTA. In particular, the representations, warranties, covenants and agreements contained in the MTA, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the MTA, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the MTA instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the MTA. In addition, the representations, warranties, covenants and agreements and other terms of the MTA may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the MTA, which subsequent information may or may not be fully reflected in Thunder Bridge II’s public disclosures. Subscription Agreements Contemporaneously with the execution of the MTA, Thunder Bridge II entered into separate Subscription Agreements with a number of subscribers (each a “ Subscriber PIPE Shares PIPE Investments The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent Closing of the Transactions. The purpose of the PIPE Investments is to raise additional capital for use by the Company following the Closing. Pursuant to the Subscription Agreements, Thunder Bridge II agreed that, within 30 calendar days after the Closing, Thunder Bridge II (or its successor) will file with the SEC (at Thunder Bridge II’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and Thunder Bridge II shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90 th th The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements, a form of which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. Exchange Agreement Concurrently with the completion of the Mergers, Surviving Pubco will enter into an exchange agreement with the Company and the Company Equity Holders receiving Post -Merger Exchange Agreement -Merger -Merger -month -Merger -Merger -Merger The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Exchange Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. Tax Receivable Agreement Concurrently with the completion of the Transactions and as a condition precedent for the Closing, the Surviving Pubco will enter into the tax receivable agreement (the “ Tax Receivable Agreement -Merger TRA Participants local income tax that the Surviving Pubco actually realizes as a result of (i) the increases in tax basis of the Surviving Company’s assets attributable to and resulting from any exchanges of Post -Merger The foregoing description of the Tax Receivable Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Tax Receivable Agreement, a copy of which is filed as Exhibit 10.3 hereto and is incorporated herein by reference. Support Agreements Simultaneously with the execution of the MTA, each of (i) the Sponsor and (ii) certain officers and directors of the Company and certain Company Equity Holders entered into support agreements (collectively, the “ Support Agreements In the Support Agreements for the officers and directors of the Company and certain Company Equity Holders, they each agreed to vote all of their Company membership interests in favor of the MTA and related transactions and to take certain other actions in support of the MTA and related transactions. The Support Agreements also prevent them from transferring their voting rights with respect to their Company membership interests or otherwise transferring their Company membership interests prior to the meeting of the Company’s members to approve the MTA and related transactions, except for certain permitted transfers. In its Support Agreement, the Sponsor agreed with the Company to vote all of its equity interests in Thunder Bridge II in favor of the MTA and related transactions and to take certain other actions in support of the MTA and related transactions. The Support Agreement also prevents the Sponsor from transferring its voting rights with respect to its equity interests in Thunder Bridge II or otherwise transferring its equity interests in Thunder Bridge II prior to the meeting of Thunder Bridge II’s stockholders to approve the MTA and related transactions, except for certain permitted transfers. The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreements, copies of which, or the forms of which, are filed as Exhibit 10.4 and Exhibit 10.5 hereto and incorporated by reference herein. Sponsor Earnout Letter Simultaneously with the execution of the MTA, the Sponsor entered into a letter agreement (the “ Sponsor Letter Agreement Sponsor Escrow Agent Escrow Shares The foregoing description of the Sponsor Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Letter Agreement, a copy of which is filed as Exhibit 10.6 hereto and incorporated by reference herein. | Note 9 — Business Combination On December Thunder Bridge II MTA Surviving Pubco -owned TBII Merger Sub ADK Merger Sub ADK Service Provider Merger Sub ADK Blocker Merger Sub Merger Subs Company ADK Blockers ADK Service Provider Holdco Company Securityholder Representative Closing Domestication Thunder Bridge II Merger Company Merger with the Company being the surviving limited liability company (in such capacity after the Company Merger, the “ Surviving Company Blocker Mergers Service Provider Merger Mergers Transactions As a result of the Transactions, each issued and outstanding Class A ordinary share and Class B ordinary share of Thunder Bridge II will convert into a share of Class A common stock of Surviving Pubco, and each issued and outstanding warrant to purchase Class A ordinary shares of Thunder Bridge II will be exercisable by its terms to purchase an equal number of shares of Class A common stock of Surviving Pubco. Each share of Surviving Pubco Class A common stock will provide the holder with the rights to vote, receive dividends, share in distributions in connection with a liquidation and other stockholder rights with respect to Surviving Pubco. Merger Consideration The merger consideration (the “ Merger Consideration Company Equity Holders Post -Merger Company Units -for-one Those Company Equity Holders that receive Post -Merger -Merger -Merger -for-one The Earn Out In addition to the consideration set forth above, the Company Equity Holders will also have a contingent earn out right to receive up to an additional 10,000,000 Earn Out Shares • • Payments of the Earn Out Shares to holders of Class A common stock of the Surviving Pubco or holders of the Post -Merger The Earn Out Shares will be paid either in shares of Class A common stock of the Surviving Pubco, or in Post -Merger -Merger -Merger The price targets shall be equitably adjusted for stock splits, dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the shares of Class A common stock of Surviving Pubco. Notwithstanding the foregoing, if there is a Surviving Pubco Sale (as defined in the MTA) at any time following the Closing and prior to December Covenants of the Parties Each party agreed in the MTA to use its reasonable best efforts to effect the Closing. The MTA also contains certain customary covenants by each of the parties during the period between the signing of the MTA and the earlier of the Closing or the termination of the MTA in accordance with its terms, including the conduct of their respective businesses, provision of information, notification of certain matters, obtaining governmental consents (including making any filings required under the Hart -Scott-Rodino HSR Act -up Directors of the Combined Company The parties also agreed to take all necessary action so that the board of directors of Surviving Pubco following the Closing will consist of the following nine individuals (a majority of whom shall be independent directors in accordance with Nasdaq requirements): five individuals selected by the Company, three individuals selected by Thunder Bridge II, and one individual mutually agreed upon by the Company and Thunder Bridge II. Surviving Pubco’s board of directors will be classified with three classes of directors serving three year terms. Closing Conditions The obligations of the parties to complete the Closing are subject to various conditions, including customary conditions of each party and the following mutual conditions of the parties unless waived: • • • • -Merger • -4 Registration Statement • • Unless waived by the Company, the obligations of the Company to effect the Closing are subject to the satisfaction of the following additional conditions: • • • • • • • • -Closing • Sponsor • Termination The MTA may be terminated under certain customary and limited circumstances, including: • • If the MTA is terminated, all further obligations of the parties under the MTA will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination, fees and expenses, waiver of claims against the trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any fraud claims or willful and intentional breach of the MTA prior to such termination. The foregoing description of the MTA and the Transactions do not purport to be complete and are qualified in their entirety by the terms and conditions of the MTA, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The MTA contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The MTA has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about Thunder Bridge II, the Company or any other party to the MTA. In particular, the representations, warranties, covenants and agreements contained in the MTA, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the MTA, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the MTA instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the MTA. In addition, the representations, warranties, covenants and agreements and other terms of the MTA may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the MTA, which subsequent information may or may not be fully reflected in Thunder Bridge II’s public disclosures. Subscription Agreements Contemporaneously with the execution of the MTA, Thunder Bridge II entered into separate Subscription Agreements with a number of subscribers (each a “ Subscriber PIPE Shares PIPE Investments The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent Closing of the Transactions. The purpose of the PIPE Investments is to raise additional capital for use by the Company following the Closing. Pursuant to the Subscription Agreements, Thunder Bridge II agreed that, within 30 calendar days after the Closing, Thunder Bridge II (or its successor) will file with the SEC (at Thunder Bridge II’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, and Thunder Bridge II shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90 th th The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements, a form of which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. Exchange Agreement Concurrently with the completion of the Mergers, Surviving Pubco will enter into an exchange agreement with the Company and the Company Equity Holders receiving Post -Merger Exchange Agreement -Merger -Merger -month -Merger -Merger -Merger The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Exchange Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. Tax Receivable Agreement Concurrently with the completion of the Transactions and as a condition precedent for the Closing, the Surviving Pubco will enter into the tax receivable agreement (the “ Tax Receivable Agreement -Merger TRA Participants -Merger The foregoing description of the Tax Receivable Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Tax Receivable Agreement, a copy of which is filed as Exhibit 10.3 hereto and is incorporated herein by reference. Support Agreements Simultaneously with the execution of the MTA, each of (i) the Sponsor and (ii) certain officers and directors of the Company and certain Company Equity Holders entered into support agreements (collectively, the “ Support Agreements In the Support Agreements for the officers and directors of the Company and certain Company Equity Holders, they each agreed to vote all of their Company membership interests in favor of the MTA and related transactions and to take certain other actions in support of the MTA and related transactions. The Support Agreements also prevent them from transferring their voting rights with respect to their Company membership interests or otherwise transferring their Company membership interests prior to the meeting of the Company’s members to approve the MTA and related transactions, except for certain permitted transfers. In its Support Agreement, the Sponsor agreed with the Company to vote all of its equity interests in Thunder Bridge II in favor of the MTA and related transactions and to take certain other actions in support of the MTA and related transactions. The Support Agreement also prevents the Sponsor from transferring its voting rights with respect to its equity interests in Thunder Bridge II or otherwise transferring its equity interests in Thunder Bridge II prior to the meeting of Thunder Bridge II’s stockholders to approve the MTA and related transactions, except for certain permitted transfers. The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreements, copies of which, or the forms of which, are filed as Exhibit 10.4 and Exhibit 10.5 hereto and incorporated by reference herein. Sponsor Earnout Letter Simultaneously with the execution of the MTA, the Sponsor entered into a letter agreement (the “ Sponsor Letter Agreement Sponsor Escrow Agent Escrow Shares The foregoing description of the Sponsor Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Letter Agreement, a copy of which is filed as Exhibit 10.6 hereto and incorporated by reference herein. |
Inventory, Net
Inventory, Net | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 3. Inventory, Net Inventory, net consists of the following: September 30, December 31, Work-in-process $ 5,980 $ 4,277 Finished goods 262 882 Inventory, gross 6,242 5,159 Less: Inventory reserves 693 2,259 Inventory, net $ 5,549 $ 2,900 During the nine months ended September 30, 2021 and 2020, the Company recognized write -downs -downs |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 4. Intangible Assets, Net Intangible assets, net consist of the following: September 30, 2021 December 31, 2020 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software licenses 3.0 $ 16,545 $ (5,290 ) $ 11,255 0.6 $ 4,391 $ (3,759 ) $ 632 Intellectual property licenses 1.8 1,736 (1,677 ) 59 1.7 1,736 (1,614 ) 122 Developed technology 5.6 369 (75 ) 294 6.4 369 (35 ) 334 Total $ 18,650 $ (7,042 ) $ 11,608 $ 6,496 $ (5,408 ) $ 1,088 The Company obtained software licenses which it uses for its research and development efforts related to its products. Amortization of intangible assets for the three months ended September 30, 2021 and 2020 was $1,459 and $479, respectively. Amortization of intangible assets for the nine months ended September 30, 2021 and 2020 was $2,222 and $1,281, respectively. Amortization of intangible assets is included in research and development expense in the condensed consolidated statements of operations, respectively. Based on the amount of intangible assets subject to amortization as of September 30, 2021, amortization expense for each of the next five fiscal years is expected to be as follows: 2021 (remaining three months) $ 888 2022 3,805 2023 4,570 2024 2,221 2025 53 Thereafter 71 $ 11,608 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill There was no change in goodwill recorded between September 30, 2021 and December 31, 2020. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt The following table sets forth the components of debt as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Principal Outstanding Unamortized Discount and Issuance Cost Carrying Amount Principal Outstanding Unamortized Discount and Issuance Cost Carrying Amount Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665 ) $ 11,335 Short term loans, due 2021 621 — 621 459 — 459 PPP Loan, due 2022 — — — 1,868 — 1,868 Tropez loan, due 2021 — — — 2,000 — 2,000 Total term loans 621 — 621 16,327 (665 ) 15,662 Revolving line of credit 1,675 — 1,675 1,675 — 1,675 Embry convertible notes, due 2021 — — — 3,606 (110 ) 3,496 Total debt $ 2,296 $ — $ 2,296 $ 21,608 $ (775 ) $ 20,833 The outstanding debt as of September 30, 2021 and December 31, 2020 is classified in the condensed consolidated balance sheets as follows: September 30, December 31, Current liabilities – Current debt obligations $ 2,296 $ 8,488 Noncurrent liabilities – Long-term debt, net of current maturities — 12,345 $ 2,296 $ 20,833 Embry Convertible Subordinated Notes Payable On December 4, 2012, the Company entered into two convertible note and exchange agreements with an investor (“Embry”), pursuant to which the entire outstanding principal of $3,500 and corresponding accrued interest of $107 held under existing loan agreements were exchanged for two convertible subordinated notes with aggregate principal amounts of $2,604 and $1,003. The convertible subordinated notes bore interest of 0.93% per annum, which was compounded annually. The aggregate principal and all accrued and unpaid interest were due in full on December 4, 2017. On December 3, 2017, the Company entered into a 12 -month On December 3, 2018, the Company entered into a 36 -month -month -in -month The amendments to extend the maturity date were treated as modifications of the debt. The convertible subordinated notes with aggregate principal of $2,604 and $1,003 were convertible into an aggregate 185,000 Class A units and 100,000 Class C units, respectively, at the investors’ discretion prior to the maturity date or automatically upon a liquidity event, as defined in the loan agreement. The Company determined that the embedded conversion options should not be bifurcated from their host instruments. In December 2020, Embry assigned the notes to its affiliate, Cézanne Investments Ltd. (“Cézanne”). At December 31, 2020, the total carrying value of such convertible subordinated notes payable, net of unamortized discount, was $3,496. Total accrued interest as of December 31, 2020 was $458, and is included in Accrued expenses and other current liabilities PacWest Term Loan and Revolving Line of Credit The Company entered into a loan and security agreement with Pacific Western Bank (“PacWest”, formerly Square 1 Bank) in January 2015, that provided a term loan of up to $10,000 with a maturity date of September 2020. The term loan bore interest equal to the greater of one percent above the prime rate in effect, or 4.5% on outstanding borrowings. In addition, the loan and security agreement provided for a revolving line of credit. The revolving line of credit bore interest equal to the greater of seventy -five During 2020, the Company entered into three amendments to the PacWest loan agreement. Pursuant to the terms of the amendments, $889, the full amount of unpaid principal and interest, was transferred from the PacWest term loan to the revolving line of credit as of January 30, 2020. In addition, the amendments modified certain financial covenants, including that the Company maintain a minimum cash balance of $2,300 and adjusted the borrowing limits to $2,000. As of September 30, 2021 and December 31, 2020, the Company had no outstanding balance on the term loan. As of September 30, 2021 and December 31, 2020, the revolving line of credit had an outstanding balance of $1,675. The Company’s borrowings under the term loan and revolving line of credit were subject to an aggregate borrowing limit of $2,000 as of September 30, 2021 and December 31, 2020. Total borrowings at any given time under the line of credit are limited to a percentage of domestic accounts receivables less than 90 days past due and other factors. The revolving line of credit is subject to debt covenants which, if violated, could result in the outstanding balance becoming immediately due. The Company has complied with or obtained waivers for all such covenants as of the date these financial statements were issued. On November 5, 2021, the Company entered into an amendment to the PacWest loan agreement that (i) increased the maximum borrowing capacity under the revolving line of credit to $20,000, (ii) limited the security interests of the bank to the cash collateral set at 102.5% of the drawn amount of the loan, (iii) removed various reporting and restrictive covenants, (iv) extended the maturity date to November 4, 2022 and (iv) reduced the interest rate to 2.1% per annum. In addition, the amendment requires the Company to collateralize a cash balance equal to the total outstanding balance in a cash security account with PacWest. Upon execution of the amendment, the Company repaid the outstanding balance of $1,675 under the original line of credit to this new arrangement. Trinity Term Loan In June 2018, the Company entered into a term loan agreement with Trinity Capital Fund (“Trinity”) to borrow $15,000 at a rate of 11.25% per annum. In connection with such loan, the Company issued a warrant to Trinity to acquire 6,250 Class G units at an exercise price per unit of $35.42. In October 2020, the Company entered into a new loan agreement with Trinity, which replaced the March 2018 agreement. The new loan had a principal of $12,000, which was exchanged for the old loan’s principal balance of $11,325, lender fees of $474 and a cash payment to the Company of $194. In addition, the Company issued to Trinity 1,844 additional warrants to purchase the Company’s Class G units, which had a fair value of $405. The new loan agreement was treated as a modification for accounting purposes. The unamortized discount from the old loan was treated as additional debt discount on the new loan along with the lender fees paid to and additional warrants issued to Trinity in October 2020. On June 10, 2021, these warrants were net exercised and ultimately converted into 196,346 The new loan had a maturity date of October 1, 2024 and interest equal to the greater of 10.75% or the Prime Rate plus 7.5%. The term loan may be prepaid by paying the principal and interest plus a prepayment fee ranging from 4.0% to 1.0% of the principal being repaid, depending on the length of time between the effective date and the prepayment date. Upon final repayment, an end -of-term As of December 31, 2020, the Company had $11,335 outstanding under the Trinity Term loans, net of the unamortized discount and issuance cost generated as a result of the warrant issuance described in Note 11 — Members’ Equity. The debt discount and issuance costs were being amortized through interest expense over the term of the loan using the effective interest method. The old loan required monthly interest only payments of $141 until November 2019 when repayment of principal began, and payments increased to $493 per month. The new loan required interest only payments of $108 until October 2021 when repayment of principal begins, and payments increased to $391 per month with an effective interest rate of 15.8%. On June 21, 2021, the Company fully repaid the outstanding loan balance and the accrued interest of $13,261, including principal of $12,000, end -of-term -of-term Short Term Loans On November 13, 2019, Wuxi entered into a short term loan agreement with CITIC Group Corporation Ltd. with aggregate principal balance of CNY 2,000, or approximately $285, and bearing interest of 4.785% per annum. The principal balance is denominated in Chinese Yuan and the outstanding balance is adjusted for changes in foreign currency exchange rates at each reporting period. On November 13, 2020, the terms of the agreement were extended for twelve months, and the principal and interest are due on November 15, 2021. On October 15, 2020, Wuxi entered into a short term loan agreement with Netherlands China Business Council (“NCBC”) with aggregate principal balance of CNY1,000 or approximately $151 and bearing interest of 4.785%. On April 29, 2021, Wuxi increased its short term loan principal with NCBC by CNY1,000 or approximately $155 to a total principal balance of CNY4,000. As of September 30, 2021 and December 31, 2020, the aggregate outstanding principal balance of the short term loans was $621 and $459, respectively. Tropez Note On January 31, 2020, the Company entered into a convertible loan agreement with Tropez Fund Limited (“Tropez”) with principal amount of $2,000 and subject to interest of 12% per annum. The terms of the loan provide for a renewable 180 -day -day the earlier of December 31, 2021 or the closing of the Transaction. Additionally, the January 21, 2021 amendment removed the conversion rights associated with the loan. On June 17, 2021, the Company fully repaid the outstanding loan balance and the accrued interest of $2,346 and the loan was terminated. Paycheck Protection Program In April 2020, the Company applied for a loan pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act as administered by the U.S. Small Business Administration (the “SBA”). In May 2020, the loan was approved, and the Company received gross proceeds from the loan in the amount of $1,868 (the “PPP Loan”). The PPP Loan took the form of a promissory note that matures two years after the date of the note and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below). The PPP Loan provides for customary events of default, including, among others, those relating to failure to make payments thereunder. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment penalties. The PPP Loan is non -recourse On May 10, 2021, the entire balance of the PPP Loan was forgiven by the SBA and lender. As a result, the Company recorded a gain on extinguishment of debt of $1,889, which represented the principal balance of $1,868 and accrued interest of $21, in the condensed consolidated statement of operations for the nine months ended September 30, 2021. The table below sets forth the components of interest expense for the three and nine months ended September 30, 2021 and September 30, 2020: Three Months Nine Months 2021 2020 2021 2020 Interest expense on Trinity Term Loan: Contractual interest — 357 719 1,163 Amortization of discount and issuance cost — 13 138 40 — 370 857 1,203 Interest expense on other debt obligations: Contractual interest 24 112 258 308 Amortization of discount and issuance cost 1 35 60 109 25 147 318 417 Total interest expense $ 25 $ 517 $ 1,175 $ 1,620 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Warrant Liability | 7. Warrant Liability In connection with the closing of the Transaction, holders of TB2 Class A ordinary shares automatically received Class A common stock of indie, and holders of TB2 warrants automatically received 17,250,000 warrants of indie with substantively identical terms (“Public Warrants”). At the Closing, 8,625,000 Class B ordinary shares of TB2 owned by the Sponsor, automatically converted into 8,625,000 The warrants may be exercised only during the period commencing on July 10, 2021 (30 days after the closing of the Transaction) through June 10, 2026. The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the Class A common stock is at least $18.00 per share for any 20 trading days within a 30 -trading In accordance with the warrant agreement relating to the Public Warrants, the Company is required to use its best efforts to maintain the effectiveness of the registration statement covering the warrants. If a registration statement is not effective within 90 days following the consummation of a 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 an available exemption from registration under the Securities Act. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such warrant shall not be entitled to exercise such warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise. The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the sponsor or its permitted transferees. The Company has reviewed the terms of warrants to purchase its Class A common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC 815 -40 Derivatives and Hedging — Contracts in an Entity’s Own Equity Other income (expense), net The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at June 10, 2021 (there were no warrants outstanding at December 31, 2020): Number of Exercise Price Redemption Expiration Classification Initial Fair Public Warrants 17,250,000 $ 11.50 $ 18.00 June 10, 2026 Liability $ 42,435 Private Warrants 10,150,000 $ 11.50 N/A June 10, 2026 Liability $ 31,973 As of September 30, 2021, there have been no exercises of the warrants and the fair value was $103,492 (see Note 10). |
Earn-Out Liability
Earn-Out Liability | 9 Months Ended |
Sep. 30, 2021 | |
Earn Out Liability Policy [Abstract] | |
Earn-Out Liability | 8. Earn-Out Liability Earn-Out Milestones Certain of indie’s stockholders are entitled to receive up to 10,000,000 earn -out -Out -Out -out -Out -Out -3 These earn -out -Out -Out -classified -based -based -out -out Other income (expense), net The estimated fair value of the earn -out -out -free Escrow Shares 3,450,000 Class A common shares of indie were placed in escrow for the potential future release to the sponsors of TB2 in the event the earn -out -out -out At the closing of the Transaction on June 10, 2021, the earn -out -term As of September 30, 2021, neither of the milestones have been achieved and the fair value was $147,317 (see Note 10). As of November -Out -out |
Simple Agreement for Future Equ
Simple Agreement for Future Equity (SAFEs) | 9 Months Ended |
Sep. 30, 2021 | |
Simple Agreements For Future Equity Disclosure [Abstract] | |
Simple Agreement for Future Equity ("SAFEs") | 9. Simple Agreement for Future Equity (“SAFEs”) During the year ended December 31, 2020, the Company entered into SAFEs with existing investors and third -party entered into SAFEs with a third -party In connection with the closing of the Transaction on June 10, 2021, all SAFEs converted into Class A membership units in ADK LLC, and then into 7,466,891 Other income (expense), net |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | |||
Fair Value Measurements | 10. Fair Value Measurements The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s convertible notes are estimated using the valuation of the securities into which the debt is convertible, external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company’s outstanding borrowings. The fair value of the Embry convertible notes was determined using valuation inputs categorized as Level 3. The fair values of the Company’s term loans and Tropez note generally approximated their carrying values. On September 3, 2021, the Company also entered into a currency forward contracts of CAD $85,000 in order to hedge the risk of changes in the exchange rate of the Canadian dollar versus the U.S. dollar between the signing and closing of the TeraXion acquisition (see Note 18 — Subsequent event). An unrealized loss of $1,200 that represented the change in the exchange rate between the contract issuance date and period -end Other income (expense) The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 103,492 $ 103,492 Contingent earn-outs – first milestone $ — $ — $ 76,698 $ 76,698 Contingent earn-outs – second milestone $ — $ — $ 70,619 $ 70,619 Second tranche contingent consideration $ — $ — $ 1,200 $ 1,200 Currency forward contract $ — $ 1,200 $ — $ 1,200 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 First tranche contingent consideration $ — $ — $ 500 $ 500 Second tranche contingent consideration $ — $ — $ 900 $ 900 As of September 30, 2021 and December 31, 2020, the Company’s cash and cash equivalents were all held in cash or Level 1 instruments where the fair values approximates the carrying values. Level 3 Disclosures SAFEs The SAFEs were valued using a probability -weighted Warrants Warrants were valued using the Black -Scholes-Merton Contingent Earn-Outs Contingent earn -outs -out The following table presents the significant unobservable inputs assumed for each of the fair value measurements: September 30, 2021 June 10, 2021 December 31, 2020 Input Input Input Liabilities: SAFEs Discount rate — % — % 75 % Constant volatility factor — % — % 40 % Geometric Brownian Motion — — 0.98 Warrants Expected volatility 35.5 % 34.1 % — % First tranche contingent consideration Discount rate — % — % 10.3 % Second tranche contingent consideration Discount rate 7.5 % 7.5 % 10.3 % Contingent earn-outs – first milestone Constant volatility factor 40 % 35 % — % Contingent earn-outs – second milestone Constant volatility factor 40 % 35 % — % | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Fair Value Measurements [Line Items] | |||
Fair Value Measurements | Note 10 — 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 • • • 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. As of March The Warrants are accounted for as liabilities in accordance with ASC 815 -40 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March Description Level March 31, December 31, Liabilities: Public Warrants 1 $ 37,605,000 $ 63,738,750 Private Placement Warrants 2 19,808,500 33,443,044 No other changes in valuation techniques or inputs occurred during the years ended March | Note 11 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December December 31, Description Level 2020 2019 Liabilities: Private Placement Warrants (1) 2 $ 33,443,044 $ 7,862,415 Public Warrants (1) 1 $ 63,738,750 $ 15,525,000 ____________ (1) Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815 -40 Initial Measurement The Company established the initial fair value for the Warrants on August -half The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input August 9, Risk-free interest rate 1.64 % Expected term (years) 6.72 Expected Volatility 14 % Exercise Price $ 11.50 Stock price $ 9.50 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: • -free -SPAC • -SPAC five -year • -traded • -half Therefore, the resulting valuations for the two classes of Warrants were determined to be equal. On August Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December -term As of December The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of February 13, 2019 $ — $ — $ — Initial Measurement on August 9, 2019 9,175,984 17,250,000 26,425,984 Change in valuation inputs or other assumptions (1)(2) (1,313,569 ) (1,725,000 ) (3,038,569 ) Fair value as of December 31, 2019 7,862,415 15,525,000 23,387,415 Change in valuation inputs or other assumptions (1)(2) 25,580,629 48,213,750 73,794,379 Fair value as of December 31, 2020 $ 33,443,044 $ 63,738,750 $ 97,181,794 ____________ (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. (2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $23.4 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity [Line Items] | |||
Stockholders' Equity | 11. Stockholders’ Equity Post Transaction Stockholders’ Equity In connection with the closing of the Transaction on June 10, 2021, all of the historical members’ equity in ADK LLC that was issued and outstanding at the Closing were converted to either Class A or Class V common stock of the Company per its rights and privileges as follows: As of June 10, 2021 Member Units Outstanding Class A Common Class V Class A 1,381,424 12,612,470 25,791,473 Class B 293,221 9,564,150 — Class C 400,000 11,520,101 — Class D 236,521 1,568,565 5,806,776 Class E 112,916 1,309,971 2,229,122 Class F 492,110 16,380,782 — Class G 10,019 278,533 — Total 2,926,211 53,234,572 33,827,371 Class H units were redeemed for a cash payment of $900. Pre-Merger Members’ Equity The table and information set forth below reflects information about the historical ADK LLC members’ equity immediately prior to the closing as of June 10, 2021 and as of December 31, 2020: As of June 10, 2021 As of December 31, 2020 Member Units Authorized Issued Outstanding Authorized Issued Outstanding Class A 3,136,518 1,381,424 1,381,424 3,136,518 911,500 911,500 Class B 513,846 367,395 293,221 513,846 367,927 229,732 Class C 400,000 400,000 400,000 400,000 300,000 300,000 Class D 236,521 236,521 236,521 236,521 236,521 236,521 Class E 112,916 112,916 112,916 112,916 112,916 112,916 Class F 492,110 492,110 492,110 492,110 492,110 492,110 Class G 11,482 10,019 10,019 11,482 — — Class H 5,000 4,500 4,500 5,000 4,500 4,500 Total 4,908,393 3,004,885 2,930,711 4,908,393 2,425,474 2,287,279 In connection with its formation on February 9, 2007, the Company issued 911,500 Class A units to the four initial members. On December 28, 2012, the Company issued 300,000 Class C units to an investor at an original issue price of $10 per unit for total consideration of $3,000. The Company reserved 185,000 Class A units and 100,000 Class C units in connection with the convertible note described in Note 6 — Debt. These units are not issued or outstanding until conversion of the outstanding principal in accordance with the terms of the notes. The Fifth Amended and Restated LLC Agreement (the “ADK LLC Operating Agreement”) authorized an increase of Class B units from 243,000 units to 513,846 units. The Class B units are profit interests issued to employees, directors, and consultants. See Note 14 — Share -based On July 24, 2015, the Company issued 221,739 Class D units to an investor at an original issue price of $33.82 per unit for cash consideration of approximately $7,215, net of issuance costs of $285. On August 28, 2015, the Company issued an additional 14,782 Class D units to an existing investor at an original issue price of $33.82 per unit for cash consideration of $500. On July 25, 2017, the Company issued 112,916 Class E units to investors at an original issue price of $35.42 per unit for cash consideration of $3,963, net of issuance costs of $37. The Company issued warrants to purchase Class G units as part of amendments to the terms of debt agreements with Trinity and PacWest, see Note 6 — Debt. In connection with entering into the term loan agreement with Trinity in March 2018, the Company issued an aggregate of 6,250 warrants with a strike price of $35.42 to purchase Class G units. In April 2018, as part of an amendment to the loan and security agreement, the Company issued warrants to PacWest to purchase 3,388 Class G units with a strike price of $35.42. On October 1, 2020, in connection with the new loan agreement with Trinity, the Company issued additional warrants to Trinity to purchase 1,844 Class G units at a strike price of $35.42 under the same terms and features as previously issued Class G warrants. Following the Company’s announcement of the Master Transactions Agreement (“MTA”), PacWest issued a letter dated February 3, 2021 to the Company demanding 52,632 warrants in satisfaction of the provisions contained in the August 9, 2017 credit facility amendment. On June 8, 2021, the Company and PacWest entered into a settlement agreement and mutual release where both parties acknowledged and agreed that the original 3,388 warrants issued were in full compliance of the credit facility amendment. In June 2018, the Company issued 492,110 Class F units to investors at an issue price of $54.87 per unit for cash consideration of $26,790, net of issuance costs of $210. In May 2020, the Company issued 4,500 Class H units to the owners of City Semi as part of the business combination, see Note 2 — Acquisition of City Semiconductor. | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Stockholders' Equity [Line Items] | |||
Stockholders' Equity | Note 8 — Shareholders’ Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Ordinary Shares and could have anti -takeover At March Ordinary Shares The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B ordinary shares, with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Ordinary Shares”). Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share; provided that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a one -for-one -linked -dilution -linked -linked -equivalent At March Founder Shares On February -allotment -allotment -for-one -dilution Notwithstanding the foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading -up | Note 8 — Shareholders’ Equity (Restated) Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Ordinary Shares and could have anti -takeover At December Ordinary Shares The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B ordinary shares, with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Ordinary Shares”). Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share; provided that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a one -for-one -linked of the outstanding Class B ordinary shares agree to waive such anti -dilution -linked -linked -equivalent At December Founder Shares On February -allotment -for-one -dilution Notwithstanding the foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading -up |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 12. Noncontrolling Interest In connection with the closing of the Transaction on June 10, 2021, certain members of ADK LLC (the “ADK Minority Holders”) retained approximately 26% membership interest in ADK LLC. As a result, the Company’s ownership of ADK LLC, was approximately 74% as of September 30, 2021. The ADK Minority Holders may from time to time, after December 10, 2021, exchange with indie, such holders’ units in ADK LLC for an equal number of shares of indie’s Class A common stock. As a result, indie’s ownership interest in ADK LLC will increase. The ADK Minority Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements. In connection with the Transaction, the Company issued to certain members of ADK LLC an aggregate of 33,827,371 ADK LLC held 50% ownership in Wuxi as of September 30, 2021 and December 31, 2020. From time to time, Wuxi has sold equity ownership and the transactions have reduced ADK LLC’s controlling interest in Wuxi on the condensed consolidated balance sheets. As of September 30, 2021, ADK LLC maintained its controlling ownership and financial interest in Wuxi. Accordingly, Wuxi’s financial statements are consolidated with those of ADK LLC and its other wholly -owned -controlling |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 13. Revenue Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by geographic region, as the Company’s management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables present revenue disaggregated by geography of the customer’s shipping location for the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 2,033 $ 1,959 $ 5,910 $ 3,403 Greater China 7,591 4,548 17,800 9,868 Rest of North America 1,286 167 2,513 525 South America 409 214 1,004 483 Rest of Asia Pacific 127 455 701 1,168 Europe 711 243 1,523 510 Total revenue $ 12,157 $ 7,586 $ 29,451 $ 15,957 Contract Balances Certain assets or liabilities are recorded depending on the timing of revenue recognition, billings and cash collections on a contract -by-contract Prepaid expenses and other current assets The following table presents the liabilities associated with the engineering services contracts as of September 30, 2021 and December 31, 2020: September 30, December 31, Deferred revenue $ 377 $ 1,665 As of September 30, 2021 and December 31, 2020, contract liabilities were included as Deferred revenue During the three months ended September 30, 2021 and 2020, the Company recognized $206 and $1,056, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. During the nine months ended September 30, 2021 and 2020, the Company recognized $819 and $1,865, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. Deferred revenue fluctuates overtime due to changes in the timing of payments received from customers and revenue recognized for services provided. Revenue related to remaining performance obligations represents the amount of contracted development arrangements that has not been recognized, which includes deferred revenue on the unaudited condensed consolidated balance sheet and unbilled amounts that will be recognized as revenue in future periods. As of September 30, 2021, the amount of performance obligations that have not been recognized as revenue was $3,763, of which approximately 95% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. Variable consideration that has been constrained is excluded from the amount of performance obligations that have not been recognized. Concentrations As identified below, some of our customers accounted for more than 10% of the Company’s total revenue for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Customer A 25.7 % 51.6 % 39.3 % 57.3 % Customer B 12.9 % 10.3 % 5.4 % 13.6 % Customer C — % 13.2 % — % 6.4 % The loss of these customers would have a material impact on the Company’s condensed consolidated financial results. The two largest customers represented 34% and 18% of accounts receivable as of September 30, 2021 and the two largest customers represented 35% and 12% of accounts receivable as of December 31, 2020. No other individual customer represented more than 10% of accounts receivable at either September 30, 2021 or December 31, 2020. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 14. Share-Based Compensation At the closing of the Transaction on June 10, 2021, ADK LLC’s share -based Profit Interests Historically, per the ADK LLC Operating Agreement, ADK LLC issued Class B units (“Profits Interests” or “Class B units”) to employees, directors and consultants. Class B units entitle the holders of such units to a share of ADK LLC’s profits and distributions of ADK’s assets to the extent their capital accounts are positive. Holders of Class B units do not have voting rights except to the extent required by law. The board of directors authorized 14,284,919 four -year three -year These Profit Interests are equity -classified Phantom Units On January 29, 2021, indie issued Phantom Units that give employees rights to receive, upon vesting, either 1,751,360 four -year three -year These Phantom Units are equity -classified Unvested Earn-out Shares A portion of the earn -out -out -out -out -classified 2021 Omnibus Equity Incentive Plan The Company’s Board of Directors adopted the indie Semiconductor, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) effective June 10, 2021, which provides for the granting of nonqualified stock options, incentive stock options, restricted stock awards, stock appreciation rights, performance stock awards, performance stock awards, unrestricted stock awards, distribution equivalent rights or any combination of the foregoing to employees and directors for a total of 10,368,750 Accounting Policy The Company accounts for share -based -10 Compensation — Stock Compensation, Prior to the consummation of the Transaction, the grant date fair value of the Class B units were determined using the Monte Carlo simulation. The significant assumptions used in valuation include the constant risk -free Nine Months Constant risk free rate 0.8 % Constant volatility factor 40.0 % Geometric Brownian Motion 0.981 The grant date fair value of the Phantom Units was determined by dividing the expected equity value of the Company upon the Transaction by the Company’s expected capitalization structure at the time of the grant. The grant date fair value of the earn -out -out -out The grant date fair value of restricted stock units issued per the 2021 Plan was valued based on indie’s common stock on the date of grant. For all Class B units and Phantom Units, the consummation of the Transaction is considered to be a qualifying liquidation event, such that all historically vested units are now considered to have value. As a result, the Company recognized the expenses pro -rata Expenses related to all unvested shares will be recognized pro -rata Stock compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. The following table sets forth the share -based Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development 2,588 — 5,185 — Selling, general, and administrative 3,629 — 9,000 — Total $ 6,217 $ — $ 14,185 $ — The following table sets forth the changes in the Company’s outstanding equity awards during the nine months ended September 30, 2021: Number of Shares Weighted-Average Nonvested shares as of December 31, 2020 3,868,225 $ 2.72 Granted 5,188,548 $ 8.61 Vested (2,005,004 ) $ 5.31 Forfeited (78,036 ) $ 6.65 Nonvested shares as of September 30, 2021 6,973,733 $ 8.58 As of September 30, 2021, there was $44,538 of total unrecognized share -based |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | 15. Net Income (Loss) per Common Share Basic and diluted net loss per common share was calculated as follows: Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (108,161 ) $ (22,156 ) $ (84,812 ) $ (34,528 ) Less: Net loss attributable to noncontrolling (28,512 ) (197 ) (22,127 ) (590 ) Net loss attributable to indie Semiconductor, Inc. $ (79,649 ) $ (21,959 ) $ (62,685 ) $ (33,938 ) Net loss attributable to common $ (79,649 ) $ (21,959 ) $ (62,685 ) $ (33,938 ) Denominator: Weighted average shares outstanding – basic 96,368,379 31,349,643 58,791,245 31,153,933 Weighted average common shares 96,368,379 31,349,643 58,791,245 31,153,933 Net loss per share attributable to common $ (0.83 ) $ (0.70 ) $ (1.07 ) $ (1.09 ) Net loss per share attributable to common shares – diluted $ (0.83 ) $ (0.70 ) $ (1.07 ) $ (1.09 ) On June 10, 2021, the Company completed a series of business transactions with TB2 pursuant to the MTA. The Transaction materially impacted the number of shares outstanding. Weighted average shares outstanding in the table above have been retroactively restated to give effect to the reverse recapitalization. See Note 1 — Nature of Business and Basis of Presentation for more information regarding the Transaction. The Company’s potentially dilutive securities, which include SAFEs, unvested Class B units, unvested restricted stock units, preferred units, warrants for Class A units, warrants for Class G units, and convertible debt, have been excluded from the computation of diluted net loss per unit as the effect would be to reduce the net loss per unit. In the three and nine months ended September 30, 2021 and 2020, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be antidilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to shareholders for the periods indicated because including them would have had an antidilutive effect: Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 SAFEs — 4,711,711 7,651,982 4,711,711 Unvested Class B units — 3,710,500 1,817,375 3,710,500 Unvested Phantom units 1,727,730 — 1,727,730 — Unvested Restricted stock units 3,437,188 — 3,437,188 — Convertible preferred units — 35,935,292 — 35,935,292 Warrants to purchase Class G units — 267,939 — 267,939 Convertible debt into Class A and preferred units — 285,000 — 285,000 Convertible Class V common shares 33,827,371 — 33,827,371 — Public warrants for the purchase of Class A common shares 17,250,000 — 17,250,000 — Private warrants for the purchase of Class A common shares 10,150,000 — 10,150,000 — Earn-out Shares 10,000,000 — 10,000,000 — Escrow Shares 3,450,000 — 3,450,000 — 79,842,289 44,910,442 89,311,646 44,910,442 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of ADK, LLC, as well as any stand -alone Our effective tax rate in 2021 differ from the U.S. federal statutory rate primarily due to changes in valuation allowance and taxes in foreign jurisdictions. Based primarily on our limited operating history and ADK LLC’s historical losses, we believe there is a significant uncertainty as to when we will be able to use our deferred tax assets (“DTAs”). Therefore, we have recorded a valuation allowance against the DTAs for which we have concluded it is more likely than not that they will not be realized. As part of reverse capitalization, the Company entered into Tax Receivable Agreements (“TRAs”) with certain shareholders that will represent approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of ADK, LLC units and other carryforward attributes assumed that we anticipate to be able to utilize in future years. Through September 30, 2021, there have not been any exchanges of units that would generate a DTA; therefore, we have not recorded a liability under the TRAs. The Company recorded a benefit for income taxes of $36 and $13 for the three months ended September 30, 2021 and 2020, respectively. The Company recorded a provision for income taxes of $34 and $9 for the nine months ended September 30, 2021 and 2020, respectively. Income taxes are primarily related to the Company’s operations in Europe. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Line Items] | |||
Commitments and Contingencies | 17. Commitments and Contingencies Litigation The Company may be a party to routine claims or litigation incidental to its business. The Company does not believe that it is a party to any pending legal proceeding that is likely to have a material adverse effect on its business, financial condition or results of operations or cash flows. Lease Commitments In July 2015, the Company entered into a five -year -based In October 2015, the Company entered into a five -year -lease In August 2017, the Company entered into a lease assignment and assumption agreement for its design center in Austin, Texas. Rent for the associated office is payable monthly with periodic rent adjustments over the lease term, which expired in April 2021 and is currently on a month -to-month In October 2017, the Company entered into a 26 -month In April 2020, the Company entered into a lease for a location in Shanghai, China. The lease expires in February 2022. Rent is approximately $3 per month. In June 2020, the Company entered into a month -to-month In April 2021, the Company entered into a three -year In May 2021, the Company entered into a seven -year In July 2021, the Company entered into a three -year In September 2021, the Company entered into a three -year Rent expense is recognized on a straight -lined Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development $ 219 $ 211 $ 619 $ 581 Selling, general, and administrative 49 22 136 95 $ 268 $ 233 $ 755 $ 676 The following table summarizes the future minimum lease payments due under operating leases as of September 30, 2021: 2021 (remaining three months) $ 287 2022 1,074 2023 637 2024 315 2025 286 Thereafter 817 $ 3,416 Tax Distributions To the extent the Company has funds legally available, the board of directors will approve distributions to each member, prior to March 15 of each year, in an amount per unit that, when added to all other distributions made to such member with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such member as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. There were no distributions approved by the board of directors or paid by the Company during the nine months ended September 30, 2021 and 2020. | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Commitments and Contingencies [Line Items] | |||
Commitments and Contingencies | Note 6 — Commitments Registration Rights Pursuant to a registration rights agreement entered into on August -back -up Underwriters Agreement The Company granted the underwriters a 45 -day -allotments The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $6,900,000. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $12,075,000. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. | Note 6 — Commitments Registration Rights Pursuant to a registration rights agreement entered into on August -back -up Underwriters Agreement The Company granted the underwriters a 45 -day -allotments The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $6,900,000. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $12,075,000. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events For its condensed consolidated financial statements as of September 30, 2021 and the three and nine months then ended, management reviewed and evaluated material subsequent events from the condensed consolidated balance sheet date of September 30, 2021 through November 12, 2021, the date the condensed consolidated financial statements were issued. Acquisition of TERAXION INC On August 27, 2021, indie entered into a Share Purchase Agreement (the “Purchase Agreement”), pursuant to which indie’s wholly -owned Acquisition of ON Design Israel Ltd On October 1, 2021, indie entered into a definitive agreement and completed its acquisition of ON Design Israel Ltd. (“ON Design Israel”), for $5.0 million in cash at closing, $7.5 million of cash in 2022 and up to $7.5 million of cash based on design win performance. Upon completion of the acquisition, ON Design Israel was renamed to indie Semiconductor Design Israel Ltd. Acquisition of Symeo GmbH On October 21, 2021, indie entered into a definitive agreement with Analog Devices to acquire Symeo GmbH (“Symeo”) for $10.0 million in cash at closing, $10.0 million in cash in 2023 and an equity -based -out The Company expects to account for the acquisitions of TeraXion and ON Design Israel as business combinations and is currently evaluating the purchase price allocation. It is not practicable to disclose the preliminary purchase price allocation or unaudited pro forma combined financial information for these transactions, given the short period of time between the acquisition date and the issuance of these consolidated financial statements. The Company will assess the appropriate accounting recognition for Symeo upon completion of the acquisition. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | ||
Significant Accounting Policies [Line Items] | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. Net Income Per Ordinary Share Basic net income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with FASB 480, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two -class A reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended 2021 2020 Net income $ 38,507,524 $ 6,779,032 Less: Income attributable to ordinary shares (8,621 ) (1,788,302 ) Net income available to ordinary shares $ 38,498,903 $ 4,990,730 Weighted average shares outstanding, basic and diluted 8,625,000 8,625,000 Basic and diluted net income per ordinary share $ 4.46 $ 0.58 Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Use of Estimates The preparation of financial statements 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 statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to our initial public offering. Offering costs amounting to $19,483,537, of which $18,509,360 were charged to shareholders’ equity upon the completion of our initial public offering, with the balance expensed as a cost of the warrant liability. Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Emerging Growth Company 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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of March -recognized | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. Loss Per Ordinary Share (Restated) Basic loss per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with FASB 480, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two -class December A reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the For the Net (loss) income $ (73,292,930 ) $ 3,619,908 Less: Income attributable to ordinary shares (2,122,286 ) (2,460,851 ) Net (loss) income available to ordinary shares $ (75,415,216 ) $ 1,159,057 Weighted average shares outstanding, basic and diluted 8,625,000 8,437,500 Basic and diluted net loss per ordinary share $ (8.74 ) $ 0.14 Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Use of Estimates The preparation of financial statements 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 statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December Offering costs (restated) Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to our initial public offering. Offering costs amounting to $19,483,537, of which $18,509,360 were charged to shareholders’ equity upon the completion of our initial public offering, with the balance expensed as a cost of the warrant liability. Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Emerging Growth Company 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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the financial statements. Fair Value Measurements (restated) 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 • • • 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. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December -recognized |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Share and one -half | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Share and one -half |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | ||
Private Placement [Line Items] | ||
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 8,650,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,650,000 (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or any of its permitted transferees and (iii) are (including the ordinary shares issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 8,650,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,650,000. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or any of its permitted transferees and (iii) are (including the ordinary shares issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | ||
Related Party Transactions [Line Items] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February -allotment -allotment -for-one -dilution -trading -up Private Placement Warrants The sponsor purchased from the Company and aggregate of 8,650,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,650,000. Administrative Services Agreement The Company entered into an agreement whereby, commencing on August Advisory Agreement The Company entered into an agreement, whereby, commencing on August Related Party Loans In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the Business Combination, the Company would repay such loaned amounts. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor or its directors or officers or their respective affiliates as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. There were loans outstanding of $937,407 and $300,000 as of March Financing Agreement The Company and a member of the Sponsor entered into a letter agreement on August Note Payable to Sponsor On February -interest Initial Public Offering In August 2019, our Chief Executive Officer purchased 100,000 units at a price of $10.00 per unit for an aggregated purchase price of $1,000,000 as part of the Initial Public Offering. | Note 5 — Related Party Transactions Founder Shares On February -allotment -allotment -for-one -dilution -trading -up Private Placement Warrants The sponsor purchased from the Company an aggregate of 8,650,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,650,000. Administrative Services Agreement The Company entered into an agreement whereby, commencing on August Advisory Agreement The Company entered into an agreement, whereby, commencing on August 240,00 Related Party Loans In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the Business Combination, the Company would repay such loaned amounts. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor or its directors or officers or their respective affiliates as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. There was $300,000 and $0 of related party loans outstanding as of December Financing Agreement The Company and a member of the Sponsor entered into a letter agreement on August Note Payable to Sponsor On February -interest Initial Public Offering In August 2019, our Chief Executive Officer purchased 100,000 units at a price of $10.00 per unit for an aggregate purchase price of $1,000,000 as part of our Initial Public Offering. |
Warrant Liability_2
Warrant Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | ||
Warrant Liability [Line Items] | ||
Warrant Liability | Note 7 — Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 The Company is not obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional ordinary shares or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non -redeemable transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At March The Company accounts for the 17,250,000 warrants issued in connection with the Initial Public Offering and the 8,650,000 Private Placement Warrants in accordance with the guidance contained in ASC 815 -40 -Scholes -Scholes -Scholes -trading The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed -for-fixed -measurement | Note 7 — Warrant Liability (Restated) Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 The Company is not obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional ordinary shares or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non -redeemable At December The Company accounts for the 17,250,000 warrants issued in connection with the Initial Public Offering and the 8,650,000 Private Placement Warrants in accordance with the guidance contained in ASC 815 -40 -Scholes -Scholes -Scholes -trading The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed -for-fixed -measurement |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | |
Restatement of Previously Issued Financial Statements [Line Items] | |
Restatement of Previously Issued Financial Statements | Note 10 — Restatement of Previously Issued Financial Statements On April In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815 -40 The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December -K -40 As Adjustment As Balance sheet as of December 31, 2020 Warrant liability $ — $ 97,181,794 $ 97,181,794 Total liabilities 13,001,751 97,181,794 110,183,545 Ordinary shares subject to possible redemption (1) 331,774,406 17,808,732 349,583,138 Class A ordinary shares 175 (175 ) — Additional paid in capital 2,416,020 (2,416,020 ) — Retained earnings (accumulated deficit) 2,582,948 (112,574,330 ) (109,991,382 ) Balance sheet as of December 31, 2019 Warrant liability $ — $ 23,387,415 $ 23,387,415 Total liabilities 12,116,731 23,387,415 35,504,146 Ordinary shares subject to possible redemption (1) 331,272,961 16,187,891 347,460,852 Class A ordinary shares 162 (162 ) — Additional paid in capital 2,917,448 (2,917,448 ) — Retained earnings (accumulated deficit) 2,081,499 (36,657,665 ) (34,576,166 ) Statement of Operations for the year ended Change in warrant liability $ — $ (73,794,379 ) $ (73,794,379 ) Net income (loss) 501,449 (73,794,379 ) (73,292,930 ) Basic and diluted weighted average shares outstanding 10,247,054 (1,622,054 ) 8,625,000 Basic and diluted net loss per share (0.15 ) (8.59 ) (8.74 ) Statement of Operations for the Period from February 13, 2019 (Date of Inception) through December 31, 2019 Change in warrant liability $ — $ 1,538,409 $ 1,538,409 Net income (loss) 2,081,499 1,538,409 3,619,908 Basic and diluted weighted average shares outstanding 9,142,764 (705,264 ) 8,437,500 Basic and diluted net (loss) income per share (0.03 ) 0.17 0.14 Statement of Cash Flows for the Year Ended Cash Flows from Operating Activities: Net income (loss) $ 501,449 $ (73,794,379 ) $ (73,292,930 ) Change in fair value of warrant liability — 73,794,379 73,794,379 Statement of Cash Flows for the Period from February 13, 2019 (Date of Inception) through December 31, 2019 Cash Flows from Operating Activities: Net income (loss) $ — $ 1,538,409 $ 1,538,409 Change in fair value of warrant liability — (1,538,409 ) (1,538,409 ) ____________ (1) Class A ordinary shares subject to possible redemption as Previously Reported as of December 31, 2020 and 2019 were 32,751,669 and 32,897,017, that are Adjusted by 1,748,331 and 1,602,983, respectively and are As Restated at 34,500,000 and 34,500,000, respectively. |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | |
Quarterly Financial Information [Line Items] | |
Quarterly Financial Information | NOTE 12 — Quarterly Financial Information (Unaudited) The following tables are a summary of certain quarterly financial data for the year ended December 2020 4 th Quarter 3 rd Quarter 2 nd Quarter 1 st Quarter Formation costs and other operating $ 1,080,155 $ 148,871 $ 153,264 $ 238,549 Loss from operations (1,080,155 ) (148,871 ) (153,264 ) (238,549 ) Other Income: Interest income 8,812 8,812 87,114 2,017,548 Change in fair value of warrant liability (2) (62,099,708 ) 2,826,228 (19,520,931 ) 5,000,031 Net (loss) income $ (63,171,051 ) $ 2,686,169 $ (19,587,081 ) $ 6,779,030 Weighted average shares outstanding, basic and diluted (1) 8,625,000 8,625,000 8,625,000 8,625,000 Basic and diluted net (loss) income per ordinary share $ (7.33 ) $ 0.31 $ (2.28 ) $ 0.55 (1) Excludes an aggregate of up to 34,500,000 (2) As restated amount includes change in fair value of warrant liability of ($62,099,708), 2,826,228, ($19,520,931) and $5,000,031 in the 4 th rd nd st 2020 4 th Quarter 3 rd Quarter 2 nd Quarter 1 st Quarter ASSETS Current assets Cash and cash equivalents $ 133,697 $ 217,982 $ 272,257 $ 304,208 Prepaid expenses 59,330 341,445 370,443 403,712 Total current assets 193,027 559,427 642,700 707,920 Other assets Cash and marketable securities held in Trust Account 349,583,138 349,574,326 349,565,514 349,478,401 Deferred offering costs — — — — Total assets $ 349,776,165 $ 350,133,753 $ 350,208,214 $ 350,186,321 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses $ 626,752 $ 12,998 $ 147,400 $ 59,356 Promissory note payable — — — — Warrant liability (1) 97,181,794 35,082,086 37,908,314 18,387,385 Promissory note payable – related party 300,000 200,000 — — Total current liabilities 98,108,546 35,295,084 38,055,714 18,446,741 Deferred underwriting fee payable 12,075,000 12,075,000 12,075,000 12,075,000 Total Liabilities 110,183,546 47,370,084 50,130,714 30,521,741 Ordinary shares subject to possible (2) 349,583,138 349,574,326 349,565,514 349,478,401 Shareholders’ Equity (Deficit) Preferred shares, $0.0001 par value; 1,000,000 shares — — — — Class A ordinary shares, $0.0001 par value; (3) — — — — Class B ordinary shares, $0.0001 par value; 863 863 863 863 Additional paid in capital (4) — — — — (Accumulated Deficit) (5) (109,991,382 ) (46,811,520 ) (49,488,877 ) (29,814,684 ) Total Shareholders’ Equity (Deficit) (109,990,519 ) (46,810,657 ) (49,488,014 ) (29,813,821 ) $ 349,776,165 $ 350,133,753 $ 350,208,214 $ 350,186,321 (1) As restated amount includes an additional $97,181,794, 35,082,086, $37,908,314, and 18,387,385 for the 4 th rd nd st (2) As restated amount includes an increase of $17,808,732, $16,728,581, $16,579,701 and $16,426,469 for the 4 th rd nd st (3) As restated amount includes a decrease of $175, $164, $163 and $162 for the 4 th rd nd st (4) As restated amount includes a decrease of $2,416,019, $1,344,692, 1,204,624 and $1,138,477 for the 4 th rd nd st (5) As restated amount includes a decrease of $112,574,331, $50,465,812, $53,283,227 and $33,675,185 for the 4 th rd nd st 2019 4 th Quarter 3 rd Quarter 2 nd Quarter For the Formation costs and other operating expenses $ 200,824 $ 147,173 $ 26,355 $ 5,000 Loss from operations (200,824 ) (147,173 ) (26,355 ) (5,000 ) Other Income: Interest income 1,593,683 867,168 — — Change in fair value of warrant liability (2) 3,494,207 (1,955,798 ) — — Net (loss) income $ 4,887,066 $ (1,235,803 ) $ (26,355 ) $ (5,000 ) Weighted average shares outstanding, basic and diluted (1) 8,625,000 8,625,000 6,382,980 6,382,980 Basic and diluted net (loss) income per ordinary share $ 0.38 $ (0.24 ) $ — $ — (1) Excludes an aggregate of up to 34,500,000 (2) As restated amount includes change in fair value of warrant liability of $3,494207 and ($1,955,798) in Quarters 4 and 3, respectively. 2019 4 th Quarter 3 rd Quarter August 13, ASSETS Current assets Cash and cash equivalents $ 497,549 $ 944,979 $ 1,036,349 Prepaid expenses 431,294 168,309 179,900 Total current assets 928,843 1,113,288 1,216,249 Other assets Cash and marketable securities held in Trust Account 347,460,852 345,867,168 345,000,000 Deferred offering costs — — — Total assets $ 348,389,695 $ 346,980,456 $ 346,216,249 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses $ 41,731 $ 25,353 $ 0 Warrant liability (1) 23,387,415 26,881,621 26,425,984 Total current liabilities 23,429,146 26,906,974 26,425,984 Deferred underwriting fee payable 12,075,000 12,075,000 12,075,000 Total Liabilities 35,504,146 38,981,974 38,500,984 Ordinary shares subject to possible redemption (2) 347,460,852 345,867,168 345,000,000 Shareholders’ Equity (Deficit) Preferred shares, $0.0001 par value; 1,000,000 shares — — — Class A ordinary shares, $0.0001 par value; (3) — — — Class B ordinary shares, $0.0001 par value; 863 863 863 Additional paid in capital (4) — — — (Accumulated Deficit) (5) (34,576,166 ) (37,869,549 ) (37,285,598 ) Total Shareholders’ Equity (Deficit) (34,575,303 ) (37,868,686 ) (37,284,735 ) $ 348,389,695 $ 346,980,456 $ 346,216,249 (1) As restated amount includes an additional $97,181,794, 35,082,086, $37,908,314, and 18,387,385 for the 4 th rd nd st (2) As restate amount includes an increase of $17,808,732, $16,728,581, $16,579,701 and $16,426,469 for the 4 th rd nd st (3) As restated amount includes a decrease of 160, 162 and 159 or the 4 th rd (4) As restated amount includes a decrease of $2,917,479, 4,310,339 and $5,049,201 or the 4 th rd (5) As restated amount includes a decrease of $36,657,666, $38,558,188 and $37,235,353 for the 4 th rd |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) - Thunder Bridge Acquisition Il, Ltd.[Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Basic net income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with FASB 480, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two -class A reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended 2021 2020 Net income $ 38,507,524 $ 6,779,032 Less: Income attributable to ordinary shares (8,621 ) (1,788,302 ) Net income available to ordinary shares $ 38,498,903 $ 4,990,730 Weighted average shares outstanding, basic and diluted 8,625,000 8,625,000 Basic and diluted net income per ordinary share $ 4.46 $ 0.58 | Loss Per Ordinary Share (Restated) Basic loss per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with FASB 480, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two -class December A reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the For the Net (loss) income $ (73,292,930 ) $ 3,619,908 Less: Income attributable to ordinary shares (2,122,286 ) (2,460,851 ) Net (loss) income available to ordinary shares $ (75,415,216 ) $ 1,159,057 Weighted average shares outstanding, basic and diluted 8,625,000 8,437,500 Basic and diluted net loss per ordinary share $ (8.74 ) $ 0.14 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. |
Use of Estimates | Use of Estimates The preparation of financial statements 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 statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements 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 statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December |
Offering costs | Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to our initial public offering. Offering costs amounting to $19,483,537, of which $18,509,360 were charged to shareholders’ equity upon the completion of our initial public offering, with the balance expensed as a cost of the warrant liability. | Offering costs (restated) Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to our initial public offering. Offering costs amounting to $19,483,537, of which $18,509,360 were charged to shareholders’ equity upon the completion of our initial public offering, with the balance expensed as a cost of the warrant liability. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. | Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Emerging Growth Company | Emerging Growth Company -emerging | Emerging Growth Company 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 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the financial statements. |
Derivative Financial Instruments | 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash | 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash |
Subsequent Events | Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of March -recognized | Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December -recognized |
Fair Value Measurements (restated) | Fair Value Measurements (restated) 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 • • • 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. |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of condensed consolidated statement of stockholders’ equity | Additional Shares Amount Shares Amount Redemption of Class H units (125,101 ) $ — — $ — $ (900 ) Embry notes conversion 8,023,072 1 — — 4,118 Warrants net settlement conversion 278,533 — — — — SAFEs conversion 7,466,891 1 454,077 — 86,099 PIPE and SPAC financing 44,797,894 4 — — 377,654 Earn-out liability — — — — (119,759 ) Transaction expenses — — — — (22,675 ) Warrants liability — — — — (74,408 ) Reverse recapitalization on June 10, 2021 60,441,289 $ 6 454,077 $ — $ 250,129 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions, by acquisition | Fair Value Class H units issued $ 711 Contingent consideration 1,180 Cash consideration to be transferred at a later date 138 Total $ 2,029 |
Schdule of assets acquired and liabilities assumed | Fair Value Intangible asset – Software license $ 139 Intangible asset – Developed technology 369 Goodwill 1,739 Deferred revenue (41 ) Accrued expenses (177 ) Net assets acquired $ 2,029 |
Schedule of pro forma financial information | Three Months Nine Months Combined revenue $ 8,122 $ 17,101 Combined net loss before income taxes (22,152 ) (34,741 ) |
Inventory, Net (Tables)
Inventory, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Net Inventories | September 30, December 31, Work-in-process $ 5,980 $ 4,277 Finished goods 262 882 Inventory, gross 6,242 5,159 Less: Inventory reserves 693 2,259 Inventory, net $ 5,549 $ 2,900 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | September 30, 2021 December 31, 2020 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software licenses 3.0 $ 16,545 $ (5,290 ) $ 11,255 0.6 $ 4,391 $ (3,759 ) $ 632 Intellectual property licenses 1.8 1,736 (1,677 ) 59 1.7 1,736 (1,614 ) 122 Developed technology 5.6 369 (75 ) 294 6.4 369 (35 ) 334 Total $ 18,650 $ (7,042 ) $ 11,608 $ 6,496 $ (5,408 ) $ 1,088 |
Schedule of Future Amortization Expense | 2021 (remaining three months) $ 888 2022 3,805 2023 4,570 2024 2,221 2025 53 Thereafter 71 $ 11,608 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of components of interest expense on debt | September 30, 2021 December 31, 2020 Principal Outstanding Unamortized Discount and Issuance Cost Carrying Amount Principal Outstanding Unamortized Discount and Issuance Cost Carrying Amount Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665 ) $ 11,335 Short term loans, due 2021 621 — 621 459 — 459 PPP Loan, due 2022 — — — 1,868 — 1,868 Tropez loan, due 2021 — — — 2,000 — 2,000 Total term loans 621 — 621 16,327 (665 ) 15,662 Revolving line of credit 1,675 — 1,675 1,675 — 1,675 Embry convertible notes, due 2021 — — — 3,606 (110 ) 3,496 Total debt $ 2,296 $ — $ 2,296 $ 21,608 $ (775 ) $ 20,833 |
Schedule of outstanding debt | September 30, December 31, Current liabilities – Current debt obligations $ 2,296 $ 8,488 Noncurrent liabilities – Long-term debt, net of current maturities — 12,345 $ 2,296 $ 20,833 |
Schedule of components of interest expense on debt | Three Months Nine Months 2021 2020 2021 2020 Interest expense on Trinity Term Loan: Contractual interest — 357 719 1,163 Amortization of discount and issuance cost — 13 138 40 — 370 857 1,203 Interest expense on other debt obligations: Contractual interest 24 112 258 308 Amortization of discount and issuance cost 1 35 60 109 25 147 318 417 Total interest expense $ 25 $ 517 $ 1,175 $ 1,620 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of Warrants | Number of Exercise Price Redemption Expiration Classification Initial Fair Public Warrants 17,250,000 $ 11.50 $ 18.00 June 10, 2026 Liability $ 42,435 Private Warrants 10,150,000 $ 11.50 N/A June 10, 2026 Liability $ 31,973 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Tables) [Line Items] | |||
Schedule of fair value hierarchy for financial assets and liabilities | Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 103,492 $ 103,492 Contingent earn-outs – first milestone $ — $ — $ 76,698 $ 76,698 Contingent earn-outs – second milestone $ — $ — $ 70,619 $ 70,619 Second tranche contingent consideration $ — $ — $ 1,200 $ 1,200 Currency forward contract $ — $ 1,200 $ — $ 1,200 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 First tranche contingent consideration $ — $ — $ 500 $ 500 Second tranche contingent consideration $ — $ — $ 900 $ 900 | ||
Schedule of unobservable input reconciliation | September 30, 2021 June 10, 2021 December 31, 2020 Input Input Input Liabilities: SAFEs Discount rate — % — % 75 % Constant volatility factor — % — % 40 % Geometric Brownian Motion — — 0.98 Warrants Expected volatility 35.5 % 34.1 % — % First tranche contingent consideration Discount rate — % — % 10.3 % Second tranche contingent consideration Discount rate 7.5 % 7.5 % 10.3 % Contingent earn-outs – first milestone Constant volatility factor 40 % 35 % — % Contingent earn-outs – second milestone Constant volatility factor 40 % 35 % — % | ||
Schedule of the private placement warrants and public warrant | Nine Months Constant risk free rate 0.8 % Constant volatility factor 40.0 % Geometric Brownian Motion 0.981 | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Fair Value Measurements (Tables) [Line Items] | |||
Schedule of fair value hierarchy for financial assets and liabilities | Description Level March 31, December 31, Liabilities: Public Warrants 1 $ 37,605,000 $ 63,738,750 Private Placement Warrants 2 19,808,500 33,443,044 | December 31, Description Level 2020 2019 Liabilities: Private Placement Warrants (1) 2 $ 33,443,044 $ 7,862,415 Public Warrants (1) 1 $ 63,738,750 $ 15,525,000 | |
Schedule of the private placement warrants and public warrant | Input August 9, Risk-free interest rate 1.64 % Expected term (years) 6.72 Expected Volatility 14 % Exercise Price $ 11.50 Stock price $ 9.50 | ||
Schedule of fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of February 13, 2019 $ — $ — $ — Initial Measurement on August 9, 2019 9,175,984 17,250,000 26,425,984 Change in valuation inputs or other assumptions (1)(2) (1,313,569 ) (1,725,000 ) (3,038,569 ) Fair value as of December 31, 2019 7,862,415 15,525,000 23,387,415 Change in valuation inputs or other assumptions (1)(2) 25,580,629 48,213,750 73,794,379 Fair value as of December 31, 2020 $ 33,443,044 $ 63,738,750 $ 97,181,794 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of post transaction stockholders’ equity | As of June 10, 2021 Member Units Outstanding Class A Common Class V Class A 1,381,424 12,612,470 25,791,473 Class B 293,221 9,564,150 — Class C 400,000 11,520,101 — Class D 236,521 1,568,565 5,806,776 Class E 112,916 1,309,971 2,229,122 Class F 492,110 16,380,782 — Class G 10,019 278,533 — Total 2,926,211 53,234,572 33,827,371 |
Schedule of pre-merger members’ equity | As of June 10, 2021 As of December 31, 2020 Member Units Authorized Issued Outstanding Authorized Issued Outstanding Class A 3,136,518 1,381,424 1,381,424 3,136,518 911,500 911,500 Class B 513,846 367,395 293,221 513,846 367,927 229,732 Class C 400,000 400,000 400,000 400,000 300,000 300,000 Class D 236,521 236,521 236,521 236,521 236,521 236,521 Class E 112,916 112,916 112,916 112,916 112,916 112,916 Class F 492,110 492,110 492,110 492,110 492,110 492,110 Class G 11,482 10,019 10,019 11,482 — — Class H 5,000 4,500 4,500 5,000 4,500 4,500 Total 4,908,393 3,004,885 2,930,711 4,908,393 2,425,474 2,287,279 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedules of customers accounting for more than 10% of total Rrevenue | Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 2,033 $ 1,959 $ 5,910 $ 3,403 Greater China 7,591 4,548 17,800 9,868 Rest of North America 1,286 167 2,513 525 South America 409 214 1,004 483 Rest of Asia Pacific 127 455 701 1,168 Europe 711 243 1,523 510 Total revenue $ 12,157 $ 7,586 $ 29,451 $ 15,957 |
Schedule of contract liabilities | September 30, December 31, Deferred revenue $ 377 $ 1,665 |
Schedules of customers accounting for more than 10% of total Rrevenue | Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Customer A 25.7 % 51.6 % 39.3 % 57.3 % Customer B 12.9 % 10.3 % 5.4 % 13.6 % Customer C — % 13.2 % — % 6.4 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted average assumptions | Nine Months Constant risk free rate 0.8 % Constant volatility factor 40.0 % Geometric Brownian Motion 0.981 |
Schedule of the components of share-based compensation expense | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development 2,588 — 5,185 — Selling, general, and administrative 3,629 — 9,000 — Total $ 6,217 $ — $ 14,185 $ — |
Schedule of profit interest activity | Number of Shares Weighted-Average Nonvested shares as of December 31, 2020 3,868,225 $ 2.72 Granted 5,188,548 $ 8.61 Vested (2,005,004 ) $ 5.31 Forfeited (78,036 ) $ 6.65 Nonvested shares as of September 30, 2021 6,973,733 $ 8.58 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Common Unit | Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (108,161 ) $ (22,156 ) $ (84,812 ) $ (34,528 ) Less: Net loss attributable to noncontrolling (28,512 ) (197 ) (22,127 ) (590 ) Net loss attributable to indie Semiconductor, Inc. $ (79,649 ) $ (21,959 ) $ (62,685 ) $ (33,938 ) Net loss attributable to common $ (79,649 ) $ (21,959 ) $ (62,685 ) $ (33,938 ) Denominator: Weighted average shares outstanding – basic 96,368,379 31,349,643 58,791,245 31,153,933 Weighted average common shares 96,368,379 31,349,643 58,791,245 31,153,933 Net loss per share attributable to common $ (0.83 ) $ (0.70 ) $ (1.07 ) $ (1.09 ) Net loss per share attributable to common shares – diluted $ (0.83 ) $ (0.70 ) $ (1.07 ) $ (1.09 ) |
Schedule of Antidilutive Units Excluded from Computation of Net Loss Per Unit | Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 SAFEs — 4,711,711 7,651,982 4,711,711 Unvested Class B units — 3,710,500 1,817,375 3,710,500 Unvested Phantom units 1,727,730 — 1,727,730 — Unvested Restricted stock units 3,437,188 — 3,437,188 — Convertible preferred units — 35,935,292 — 35,935,292 Warrants to purchase Class G units — 267,939 — 267,939 Convertible debt into Class A and preferred units — 285,000 — 285,000 Convertible Class V common shares 33,827,371 — 33,827,371 — Public warrants for the purchase of Class A common shares 17,250,000 — 17,250,000 — Private warrants for the purchase of Class A common shares 10,150,000 — 10,150,000 — Earn-out Shares 10,000,000 — 10,000,000 — Escrow Shares 3,450,000 — 3,450,000 — 79,842,289 44,910,442 89,311,646 44,910,442 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development $ 219 $ 211 $ 619 $ 581 Selling, general, and administrative 49 22 136 95 $ 268 $ 233 $ 755 $ 676 |
Schedule of Future Minimum Lease Payments | 2021 (remaining three months) $ 287 2022 1,074 2023 637 2024 315 2025 286 Thereafter 817 $ 3,416 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | ||
Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption | For the Three Months Ended 2021 2020 Net income $ 38,507,524 $ 6,779,032 Less: Income attributable to ordinary shares (8,621 ) (1,788,302 ) Net income available to ordinary shares $ 38,498,903 $ 4,990,730 Weighted average shares outstanding, basic and diluted 8,625,000 8,625,000 Basic and diluted net income per ordinary share $ 4.46 $ 0.58 | For the For the Net (loss) income $ (73,292,930 ) $ 3,619,908 Less: Income attributable to ordinary shares (2,122,286 ) (2,460,851 ) Net (loss) income available to ordinary shares $ (75,415,216 ) $ 1,159,057 Weighted average shares outstanding, basic and diluted 8,625,000 8,437,500 Basic and diluted net loss per ordinary share $ (8.74 ) $ 0.14 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of condensed financial statements | As Adjustment As Balance sheet as of December 31, 2020 Warrant liability $ — $ 97,181,794 $ 97,181,794 Total liabilities 13,001,751 97,181,794 110,183,545 Ordinary shares subject to possible redemption (1) 331,774,406 17,808,732 349,583,138 Class A ordinary shares 175 (175 ) — Additional paid in capital 2,416,020 (2,416,020 ) — Retained earnings (accumulated deficit) 2,582,948 (112,574,330 ) (109,991,382 ) Balance sheet as of December 31, 2019 Warrant liability $ — $ 23,387,415 $ 23,387,415 Total liabilities 12,116,731 23,387,415 35,504,146 Ordinary shares subject to possible redemption (1) 331,272,961 16,187,891 347,460,852 Class A ordinary shares 162 (162 ) — Additional paid in capital 2,917,448 (2,917,448 ) — Retained earnings (accumulated deficit) 2,081,499 (36,657,665 ) (34,576,166 ) Statement of Operations for the year ended Change in warrant liability $ — $ (73,794,379 ) $ (73,794,379 ) Net income (loss) 501,449 (73,794,379 ) (73,292,930 ) Basic and diluted weighted average shares outstanding 10,247,054 (1,622,054 ) 8,625,000 Basic and diluted net loss per share (0.15 ) (8.59 ) (8.74 ) Statement of Operations for the Period from February 13, 2019 (Date of Inception) through December 31, 2019 Change in warrant liability $ — $ 1,538,409 $ 1,538,409 Net income (loss) 2,081,499 1,538,409 3,619,908 Basic and diluted weighted average shares outstanding 9,142,764 (705,264 ) 8,437,500 Basic and diluted net (loss) income per share (0.03 ) 0.17 0.14 Statement of Cash Flows for the Year Ended Cash Flows from Operating Activities: Net income (loss) $ 501,449 $ (73,794,379 ) $ (73,292,930 ) Change in fair value of warrant liability — 73,794,379 73,794,379 Statement of Cash Flows for the Period from February 13, 2019 (Date of Inception) through December 31, 2019 Cash Flows from Operating Activities: Net income (loss) $ — $ 1,538,409 $ 1,538,409 Change in fair value of warrant liability — (1,538,409 ) (1,538,409 ) |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | |
Quarterly Financial Information (Tables) [Line Items] | |
Schedule of quarterly financial information | 2020 4 th Quarter 3 rd Quarter 2 nd Quarter 1 st Quarter Formation costs and other operating $ 1,080,155 $ 148,871 $ 153,264 $ 238,549 Loss from operations (1,080,155 ) (148,871 ) (153,264 ) (238,549 ) Other Income: Interest income 8,812 8,812 87,114 2,017,548 Change in fair value of warrant liability (2) (62,099,708 ) 2,826,228 (19,520,931 ) 5,000,031 Net (loss) income $ (63,171,051 ) $ 2,686,169 $ (19,587,081 ) $ 6,779,030 Weighted average shares outstanding, basic and diluted (1) 8,625,000 8,625,000 8,625,000 8,625,000 Basic and diluted net (loss) income per ordinary share $ (7.33 ) $ 0.31 $ (2.28 ) $ 0.55 (1) Excludes an aggregate of up to 34,500,000 (2) As restated amount includes change in fair value of warrant liability of ($62,099,708), 2,826,228, ($19,520,931) and $5,000,031 in the 4 th rd nd st 2020 4 th Quarter 3 rd Quarter 2 nd Quarter 1 st Quarter ASSETS Current assets Cash and cash equivalents $ 133,697 $ 217,982 $ 272,257 $ 304,208 Prepaid expenses 59,330 341,445 370,443 403,712 Total current assets 193,027 559,427 642,700 707,920 Other assets Cash and marketable securities held in Trust Account 349,583,138 349,574,326 349,565,514 349,478,401 Deferred offering costs — — — — Total assets $ 349,776,165 $ 350,133,753 $ 350,208,214 $ 350,186,321 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses $ 626,752 $ 12,998 $ 147,400 $ 59,356 Promissory note payable — — — — Warrant liability (1) 97,181,794 35,082,086 37,908,314 18,387,385 Promissory note payable – related party 300,000 200,000 — — Total current liabilities 98,108,546 35,295,084 38,055,714 18,446,741 Deferred underwriting fee payable 12,075,000 12,075,000 12,075,000 12,075,000 Total Liabilities 110,183,546 47,370,084 50,130,714 30,521,741 Ordinary shares subject to possible (2) 349,583,138 349,574,326 349,565,514 349,478,401 Shareholders’ Equity (Deficit) Preferred shares, $0.0001 par value; 1,000,000 shares — — — — Class A ordinary shares, $0.0001 par value; (3) — — — — Class B ordinary shares, $0.0001 par value; 863 863 863 863 Additional paid in capital (4) — — — — (Accumulated Deficit) (5) (109,991,382 ) (46,811,520 ) (49,488,877 ) (29,814,684 ) Total Shareholders’ Equity (Deficit) (109,990,519 ) (46,810,657 ) (49,488,014 ) (29,813,821 ) $ 349,776,165 $ 350,133,753 $ 350,208,214 $ 350,186,321 (1) As restated amount includes an additional $97,181,794, 35,082,086, $37,908,314, and 18,387,385 for the 4 th rd nd st (2) As restated amount includes an increase of $17,808,732, $16,728,581, $16,579,701 and $16,426,469 for the 4 th rd nd st (3) As restated amount includes a decrease of $175, $164, $163 and $162 for the 4 th rd nd st (4) As restated amount includes a decrease of $2,416,019, $1,344,692, 1,204,624 and $1,138,477 for the 4 th rd nd st (5) As restated amount includes a decrease of $112,574,331, $50,465,812, $53,283,227 and $33,675,185 for the 4 th rd nd st 2019 4 th Quarter 3 rd Quarter 2 nd Quarter For the Formation costs and other operating expenses $ 200,824 $ 147,173 $ 26,355 $ 5,000 Loss from operations (200,824 ) (147,173 ) (26,355 ) (5,000 ) Other Income: Interest income 1,593,683 867,168 — — Change in fair value of warrant liability (2) 3,494,207 (1,955,798 ) — — Net (loss) income $ 4,887,066 $ (1,235,803 ) $ (26,355 ) $ (5,000 ) Weighted average shares outstanding, basic and diluted (1) 8,625,000 8,625,000 6,382,980 6,382,980 Basic and diluted net (loss) income per ordinary share $ 0.38 $ (0.24 ) $ — $ — (1) Excludes an aggregate of up to 34,500,000 (2) As restated amount includes change in fair value of warrant liability of $3,494207 and ($1,955,798) in Quarters 4 and 3, respectively. 2019 4 th Quarter 3 rd Quarter August 13, ASSETS Current assets Cash and cash equivalents $ 497,549 $ 944,979 $ 1,036,349 Prepaid expenses 431,294 168,309 179,900 Total current assets 928,843 1,113,288 1,216,249 Other assets Cash and marketable securities held in Trust Account 347,460,852 345,867,168 345,000,000 Deferred offering costs — — — Total assets $ 348,389,695 $ 346,980,456 $ 346,216,249 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses $ 41,731 $ 25,353 $ 0 Warrant liability (1) 23,387,415 26,881,621 26,425,984 Total current liabilities 23,429,146 26,906,974 26,425,984 Deferred underwriting fee payable 12,075,000 12,075,000 12,075,000 Total Liabilities 35,504,146 38,981,974 38,500,984 Ordinary shares subject to possible redemption (2) 347,460,852 345,867,168 345,000,000 Shareholders’ Equity (Deficit) Preferred shares, $0.0001 par value; 1,000,000 shares — — — Class A ordinary shares, $0.0001 par value; (3) — — — Class B ordinary shares, $0.0001 par value; 863 863 863 Additional paid in capital (4) — — — (Accumulated Deficit) (5) (34,576,166 ) (37,869,549 ) (37,285,598 ) Total Shareholders’ Equity (Deficit) (34,575,303 ) (37,868,686 ) (37,284,735 ) $ 348,389,695 $ 346,980,456 $ 346,216,249 (1) As restated amount includes an additional $97,181,794, 35,082,086, $37,908,314, and 18,387,385 for the 4 th rd nd st (2) As restate amount includes an increase of $17,808,732, $16,728,581, $16,579,701 and $16,426,469 for the 4 th rd nd st (3) As restated amount includes a decrease of 160, 162 and 159 or the 4 th rd (4) As restated amount includes a decrease of $2,917,479, 4,310,339 and $5,049,201 or the 4 th rd (5) As restated amount includes a decrease of $36,657,666, $38,558,188 and $37,235,353 for the 4 th rd |
Nature of the Business and Ba_3
Nature of the Business and Basis of Presentation (Details) - USD ($) | Jun. 10, 2021 | Aug. 13, 2019 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 08, 2021 | Dec. 31, 2019 | Feb. 19, 2019 |
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Purchase of warrants (in Shares) | 52,632 | 3,388 | ||||||
Reverse recapitalization, description | (i) the Company’s existing warrants to purchase the Company’s Class G units were net exercised and 10,019 Class G units of the Company were issued to the holders of the warrants; (ii) the SAFEs were converted into an aggregate of 284,925 Class A units; (iii) the Embry notes and the interest accrued thereunder were converted into 185,000 Class A units and 100,000 Class C units; and (iv) all 1,251,566 Class C, D, E, F and G units of the Company were converted into Class A units as per their rights and preferences. Immediately thereafter, each outstanding Class A unit and Class B unit was split into approximately 27.8 Class A units and Class B units, respectively (the “Exchange Ratio”). Following the split, 77,497,793 Class A units were exchanged for 43,670,422 Class A common shares and 33,827,371 Class V common shares in indie and 9,564,150 Class B units were exchanged for 9,564,150 Class A common shares in indie (1,791,147 of such shares were subject to vesting conditions). | |||||||
Closing exchange ratio, description | (i) a number of shares of the Company’s Class A common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, by (ii) the total number of ADK LLC membership units outstanding immediately prior to the Closing. The “Closing Merger Consideration” of $894,628 was determined by taking $900,000 of merger consideration less applicable adjustments of $5,372. | |||||||
Gross cash proceeds | $ 399,511 | |||||||
Transaction Costs | 43,423 | |||||||
long-term debt | 2,296,000 | $ 20,833,000 | ||||||
Retirement [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
long-term debt | $ 15,607 | |||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Number of units issued in transaction (in Shares) | 4,500,000 | |||||||
Share price (in Dollars per share) | $ 10 | |||||||
Business combination maturity term | 180 days | 180 days | ||||||
Transaction costs | $ 19,483,537 | $ 19,483,537 | ||||||
Underwriting fees | 6,900,000 | 6,900,000 | ||||||
Deferred underwriting fees | 12,075,000 | 12,075,000 | ||||||
Other costs | 508,537 | 508,537 | ||||||
Cash was held outside of the Trust Account | $ 1,230,680 | $ 1,230,680 | ||||||
Minimum percentage of trust account required for business combination | 80.00% | 80.00% | ||||||
Percentage of maximum redeeming shares | 15.00% | 15.00% | ||||||
Amount of net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||
Trust account, description | the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. | |||||||
warrant price per share (in Dollars per share) | $ 1 | $ 1 | ||||||
Aggregate of fair market value percentage | 80.00% | |||||||
Dissolution expenses | $ 100,000 | |||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Business Combination [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Outstanding voting percentage | 50.00% | 50.00% | ||||||
Private Placement [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Purchase of warrants (in Shares) | 8,650,000 | 8,650,000 | ||||||
Sale of private warrants shares (in Shares) | 8,650,000 | |||||||
Share price (in Dollars per share) | $ 1 | |||||||
Gross proceeds private placement warrants | $ 8,650,000 | |||||||
Generating gross proceeds | $ 8,650,000 | |||||||
Sale of warrants (in Shares) | 8,650,000 | |||||||
warrant price per share (in Dollars per share) | $ 1 | |||||||
Initial Public Offering [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Purchase of warrants (in Shares) | 17,250,000 | 17,250,000 | ||||||
Number of units issued in transaction (in Shares) | 34,500,000 | |||||||
Gross proceeds from public shares units | $ 345,000,000 | |||||||
Share price (in Dollars per share) | $ 10 | |||||||
Gross proceeds from public shares units (in Shares) | 345,000,000 | |||||||
Generating gross proceeds | 345,000,000 | |||||||
Net proceeds | $ 345,000,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | |||||||
Dissolution expenses | $ 100,000 | |||||||
Initial Public Offering [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | Business Combination [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Business combination, description | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.00 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company and less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time period. | |||||||
Common Stock A [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 12 | |||||||
Working Capital Warrants [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Warrants issued upon conversion (in Shares) | 1,500,000 | |||||||
ADK LLC [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Ownership interest rate, percentage | 74.00% | |||||||
Wuxi [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Ownership interest rate, percentage | 50.00% | |||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Redemption of shares (in Shares) | 9,877,106 | |||||||
Reverse recapitalization, description | Concurrent with the Closing, TB2 raised $150,000 in a Private Investment in Public Entity (“PIPE”) financing, pursuant to which Surviving Pubco issued 15,000,000 Class A common shares. On the Closing Date, Surviving PubCo changed its name to indie Semiconductor, Inc., and listed its shares of Class A common stock, par value $0.0001 per share (“Common Stock”) on the Nasdaq under the symbol “INDI”. | |||||||
Gross cash proceeds | $ 150,000 | |||||||
Transaction Costs | 21,848 | |||||||
long-term debt | $ 29,770 | |||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Private Placement [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
Purchase of warrants (in Shares) | 8,650,000 | |||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Common Stock A [Member] | ||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||||
SAFEs converted into Class A units (in Shares) | 24,622,894 | |||||||
Purchase of warrants (in Shares) | 17,250,000 | |||||||
Conversion of stock, shares converted (in Shares) | 8,625,000 | |||||||
Escrow shares (in Shares) | 3,450,000 | |||||||
Earn-out shares (in Shares) | 10,000,000 |
Nature of the Business and Ba_4
Nature of the Business and Basis of Presentation (Details) - Schedule of condensed consolidated statement of stockholders’ equity - USD ($) $ in Thousands | Jun. 10, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Nature of the Business and Basis of Presentation (Details) - Schedule of condensed consolidated statement of stockholders’ equity [Line Items] | |||
Redemption of Class H units | $ (900) | ||
Embry notes conversion | 4,118 | ||
Warrants net settlement conversion | |||
SAFEs conversion | 86,099 | ||
PIPE and SPAC financing | 377,654 | ||
Earn-out liability | (119,759) | ||
Transaction expenses | (22,675) | ||
Warrants liability | (74,408) | ||
Reverse recapitalization | $ 250,129 | $ 1,100 | $ 250,135 |
Class A Common Stock | |||
Nature of the Business and Basis of Presentation (Details) - Schedule of condensed consolidated statement of stockholders’ equity [Line Items] | |||
Redemption of Class H units (in Shares) | (125,101) | ||
Redemption of Class H units | |||
Embry notes conversion Shares (in Shares) | 8,023,072 | ||
Embry notes conversion | $ 1 | ||
Warrants net settlement conversion Shares (in Shares) | 278,533 | ||
Warrants net settlement conversion | |||
SAFEs conversion Shares (in Shares) | 7,466,891 | ||
SAFEs conversion | $ 1 | ||
PIPE and SPAC financing Shares (in Shares) | 44,797,894 | ||
PIPE and SPAC financing | $ 4 | ||
Earn-out liability Shares (in Shares) | |||
Earn-out liability | |||
Transaction expenses Shares (in Shares) | |||
Transaction expenses | |||
Warrants liability Shares (in Shares) | |||
Warrants liability | |||
Reverse recapitalization Shares (in Shares) | 60,441,289 | ||
Reverse recapitalization | $ 6 | ||
Class V Common Stock | |||
Nature of the Business and Basis of Presentation (Details) - Schedule of condensed consolidated statement of stockholders’ equity [Line Items] | |||
Redemption of Class H units (in Shares) | |||
Redemption of Class H units | |||
Embry notes conversion Shares (in Shares) | |||
Embry notes conversion | |||
Warrants net settlement conversion Shares (in Shares) | |||
Warrants net settlement conversion | |||
SAFEs conversion Shares (in Shares) | 454,077 | ||
SAFEs conversion | |||
PIPE and SPAC financing Shares (in Shares) | |||
PIPE and SPAC financing | |||
Earn-out liability Shares (in Shares) | |||
Earn-out liability | |||
Transaction expenses Shares (in Shares) | |||
Transaction expenses | |||
Warrants liability Shares (in Shares) | |||
Warrants liability | |||
Reverse recapitalization Shares (in Shares) | 454,077 | ||
Reverse recapitalization |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | May 13, 2020 | Aug. 27, 2021 | May 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | May 13, 2020 | Jun. 01, 2021 |
Business Combinations (Details) [Line Items] | ||||||||
Business combination redeemtion | $ 900,000 | |||||||
Pursuant business combination shares (in Shares) | 5,805,144 | |||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Earn out shares, description | • If at any time following the Closing and prior to December 31, 2027, the volume weighted average price of the Class A common stock of Surviving Pubco is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period, the Company Equity Holders will be entitled to receive 50% of the Earn Out Shares; and• If at any time following the Closing and prior to December 31, 2027, the volume weighted average price of the Class A common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period, the Company Equity Holders will be entitled to receive 100% of the remaining unissued Earn Out Shares. | • If at any time following the Closing and prior to December 31, 2027, the volume weighted average price of the Class A common stock of Surviving Pubco is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period, the Company Equity Holders will be entitled to receive 50% of the Earn Out Shares; and• If at any time following the Closing and prior to December 31, 2027, the volume weighted average price of the Class A common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period, the Company Equity Holders will be entitled to receive 100% of the remaining unissued Earn Out Shares. | ||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||
Possible redemptions value | 262,185,126 | 262,185,126 | ||||||
Investment received | 75,000,000 | 75,000,000 | ||||||
Cash and cash equivalents on hand | $ 250,000,000 | $ 250,000,000 | ||||||
Issued and outstanding shares percentage | 9.90% | 9.90% | ||||||
Aggregate shares (in Shares) | 15,000,000 | |||||||
Aggregate purchase price | $ 150,000,000 | $ 150,000,000 | ||||||
Percentage of savings | 85.00% | 85.00% | ||||||
Transfer and trust company shares (in Shares) | 3,450,000 | 3,450,000 | ||||||
Remaining escrow shares percentage | 100.00% | 100.00% | ||||||
Private placement price per share (in Dollars per share) | $ 10 | |||||||
City Semiconductor Inc [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Consideration transferred | $ 2,029,000 | $ 2,029,000 | ||||||
Maximum contingent consideration | $ 2,000,000 | |||||||
Business Combination [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Business combination per shares (in Dollars per share) | $ 10 | |||||||
Class A Ordinary Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Pursuant business combination shares (in Shares) | 90,000,000 | 90,000,000 | ||||||
Additional shares (in Shares) | 10,000,000 | 10,000,000 | ||||||
Aggregate shares (in Shares) | 15,000,000 | |||||||
Class A Ordinary Shares [Member] | Business Combination [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Business combination per shares (in Dollars per share) | $ 10 | $ 10 | ||||||
Contingent consideration, tranche one [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Maximum contingent consideration | $ 500,000 | |||||||
Contingent consideration, tranche one [Member] | City Semiconductor Inc [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Maximum contingent consideration | $ 500,000 | |||||||
Cash collection | $ 456,000 | |||||||
Contingent Consideration Tranche Two [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Maximum contingent consideration | $ 1,200,000 | $ 900,000 | ||||||
Contingent Consideration Tranche Two [Member] | City Semiconductor Inc [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Maximum contingent consideration | $ 1,500,000 | |||||||
Minimum [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Closing price shares common stock exchange (in Dollars per share) | 12.5 | $ 12.5 | ||||||
Maximum [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Closing price shares common stock exchange (in Dollars per share) | $ 15 | $ 15 | ||||||
Developed Technology [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Weighted average remaining useful life | 7 years | |||||||
Software license [Member] | ||||||||
Business Combinations (Details) [Line Items] | ||||||||
Weighted average remaining useful life | 1 year |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of business acquisitions, by acquisition - City Semi [Member] $ in Thousands | May 13, 2020USD ($) | May 13, 2020USD ($) |
Business Acquisition [Line Items] | ||
Class H units issued | $ 711 | |
Contingent consideration | $ 1,180 | 1,180 |
Cash consideration to be transferred at a later date | 138 | |
Total | $ 2,029 | $ 2,029 |
Business Combinations (Detail_3
Business Combinations (Details) - Schdule of assets acquired and liabilities assumed - City Semi [Member] $ in Thousands | May 13, 2020USD ($) |
Business Combinations (Details) - Schdule of assets acquired and liabilities assumed [Line Items] | |
Goodwill | $ 1,739 |
Deferred revenue | (41) |
Accrued expenses | (177) |
Net assets acquired | 2,029 |
Software license [Member] | |
Business Combinations (Details) - Schdule of assets acquired and liabilities assumed [Line Items] | |
Intangible asset | 139 |
Developed technology [Member] | |
Business Combinations (Details) - Schdule of assets acquired and liabilities assumed [Line Items] | |
Intangible asset | $ 369 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of pro forma financial information - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Schedule of pro forma financial information [Abstract] | ||
Combined revenue | $ 8,122 | $ 17,101 |
Combined net loss before income taxes | $ (22,152) | $ (34,741) |
Inventory, Net (Details)
Inventory, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Inventory impairment charges | $ 13 | $ 163 | $ 78 | $ 485 |
Inventory, Net (Details) - Inve
Inventory, Net (Details) - Inventory, net consists of the following: - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory, net consists of the following: [Abstract] | ||
Work-in-process | $ 5,980 | $ 4,277 |
Finished goods | 262 | 882 |
Inventory, gross | 6,242 | 5,159 |
Less: Inventory reserves | 693 | 2,259 |
Inventory, net | $ 5,549 | $ 2,900 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 1,459 | $ 479 | $ 2,222 | $ 1,281 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,650 | $ 6,496 |
Accumulated Amortization | (7,042) | (5,408) |
Net Carrying Amount | $ 11,608 | $ 1,088 |
Software licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 3 years | 7 months 6 days |
Gross Carrying Amount | $ 16,545 | $ 4,391 |
Accumulated Amortization | (5,290) | (3,759) |
Net Carrying Amount | $ 11,255 | $ 632 |
Intellectual Property Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 1 year 9 months 18 days | 1 year 8 months 12 days |
Gross Carrying Amount | $ 1,736 | $ 1,736 |
Accumulated Amortization | (1,677) | (1,614) |
Net Carrying Amount | $ 59 | $ 122 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 5 years 7 months 6 days | 6 years 4 months 24 days |
Gross Carrying Amount | $ 369 | $ 369 |
Accumulated Amortization | (75) | (35) |
Net Carrying Amount | $ 294 | $ 334 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Future Amortization Expense - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Future Amortization Expense [Abstract] | ||
2021 (remaining three months) | $ 888 | |
2022 | 3,805 | |
2023 | 4,570 | |
2024 | 2,221 | |
2025 | 53 | |
Thereafter | 71 | |
Net Carrying Amount | $ 11,608 | $ 1,088 |
Debt (Details)
Debt (Details) | Nov. 05, 2021shares | May 10, 2021USD ($) | Nov. 13, 2019 | Oct. 31, 2021USD ($) | Jun. 21, 2021 | Jun. 17, 2021USD ($) | Nov. 30, 2019USD ($) | Jan. 31, 2015 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 10, 2021USD ($) | Dec. 03, 2018 | Jun. 30, 2018USD ($) | Dec. 04, 2012USD ($) |
Debt (Details) [Line Items] | |||||||||||||||||
Interest rate | 0.93% | ||||||||||||||||
Carrying amount | $ 2,296,000 | $ 2,296,000 | $ 20,833,000 | ||||||||||||||
Outstanding amount | 2,296,000 | 2,296,000 | 21,608,000 | ||||||||||||||
Debt Instrument, Description | The new loan had a maturity date of October 1, 2024 and interest equal to the greater of 10.75% or the Prime Rate plus 7.5%. The term loan may be prepaid by paying the principal and interest plus a prepayment fee ranging from 4.0% to 1.0% of the principal being repaid, depending on the length of time between the effective date and the prepayment date. Upon final repayment, an end-of-term fee of $720 must be paid by the Company to Trinity. | the Company fully repaid the outstanding loan balance and the accrued interest of $13,261, including principal of $12,000, end-of-term fee and early termination fee of $1,200 and accrued interest of $61. As a result of the repayment, the Company recognized a loss from extinguishment of debt for $1,585, which included (i) the remaining unamortized discount and debt issuance cost of $577 and (ii) end-of-term fee and early termination fee paid not previously accrued of $1,008, in the condensed consolidated statement of operations for the nine months ended September 30, 2021. | |||||||||||||||
Monthly interest payment | 141 | ||||||||||||||||
Payments amount | $ 493 | ||||||||||||||||
Repayment of debt | 15,008,000 | $ 4,183,000 | |||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,868 | 304,000 | |||||||||||||||
Loans Payable [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Carrying amount | $ 11,335,000 | ||||||||||||||||
Warrants issued (in Shares) | shares | 6,250 | ||||||||||||||||
Short-term Debt [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Description | Wuxi entered into a short term loan agreement with CITIC Group Corporation Ltd. with aggregate principal balance of CNY 2,000, or approximately $285, and bearing interest of 4.785% per annum. The principal balance is denominated in Chinese Yuan and the outstanding balance is adjusted for changes in foreign currency exchange rates at each reporting period. On November 13, 2020, the terms of the agreement were extended for twelve months, and the principal and interest are due on November 15, 2021. On October 15, 2020, Wuxi entered into a short term loan agreement with Netherlands China Business Council (“NCBC”) with aggregate principal balance of CNY1,000 or approximately $151 and bearing interest of 4.785%. On April 29, 2021, Wuxi increased its short term loan principal with NCBC by CNY1,000 or approximately $155 to a total principal balance of CNY4,000. As of September 30, 2021 and December 31, 2020, the aggregate outstanding principal balance of the short term loans was $621 and $459, respectively. | ||||||||||||||||
Embry Convertible Subordinated Notes Payable [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Principal amount | $ 3,500,000 | ||||||||||||||||
Accrued interest | 458,000 | $ 512 | 107,000 | ||||||||||||||
Interest rate | 3.07% | ||||||||||||||||
Carrying amount | 3,496,000 | 3,496,000 | 3,607,000 | ||||||||||||||
Outstanding amount | $ 4,119,000 | ||||||||||||||||
First Convertible Subordinated Note [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Principal amount | 2,604,000 | ||||||||||||||||
Second Convertible Subordinated Note [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Principal amount | $ 1,003,000 | ||||||||||||||||
PacWest Term Loan and Revolving Line of Credit [Member] | Line of Credit [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Minimum cash balance | 2,300,000 | ||||||||||||||||
Trinity Term Loan, Due 2022 [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Description | the Company entered into a new loan agreement with Trinity, which replaced the March 2018 agreement. The new loan had a principal of $12,000, which was exchanged for the old loan’s principal balance of $11,325, lender fees of $474 and a cash payment to the Company of $194. In addition, the Company issued to Trinity 1,844 additional warrants to purchase the Company’s Class G units, which had a fair value of $405. The new loan agreement was treated as a modification for accounting purposes. The unamortized discount from the old loan was treated as additional debt discount on the new loan along with the lender fees paid to and additional warrants issued to Trinity in October 2020. On June 10, 2021, these warrants were net exercised and ultimately converted into 196,346 shares of indie Class A common stock. | ||||||||||||||||
Trinity Term Loan, Due 2022 [Member] | Loans Payable [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Principal amount | $ 15,000,000 | ||||||||||||||||
Interest rate | 11.25% | ||||||||||||||||
Tropez Note [Member] | Loans Payable [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Repayment of debt | $ 2,346 | ||||||||||||||||
PPP Loan [Member] | Loans Payable [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Accrued interest | 21 | ||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||
Proceeds from issuance of long-term debt | $ 1,868 | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,889 | ||||||||||||||||
Pacific Western Bank [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Description | that provided a term loan of up to $10,000 with a maturity date of September 2020. The term loan bore interest equal to the greater of one percent above the prime rate in effect, or 4.5% on outstanding borrowings. In addition, the loan and security agreement provided for a revolving line of credit. The revolving line of credit bore interest equal to the greater of seventy-five basis points above the prime rate in effect, or 4.25% on outstanding borrowings. The terms of the loan and security agreement have been amended from time to time, with the most recent amendment dated November 5, 2021 as described below. The amendments have, among other things, extended the maturity date of the loan and adjusted the financial covenants’ borrowing limits. In August 2017 and as part of an amendment to the loan and security agreement, the Company issued a warrant to PacWest to purchase 3,388 Class G units. On June 10, 2021, these warrants were net exercised and ultimately converted into 82,187 shares of indie Class A common stock. | ||||||||||||||||
Pacific Western Bank [Member] | Line of Credit [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | 2,000,000 | ||||||||||||||||
PacWest Term Loan and Revolving Line of Credit [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Description | (i) increased the maximum borrowing capacity under the revolving line of credit to $20,000, (ii) limited the security interests of the bank to the cash collateral set at 102.5% of the drawn amount of the loan, (iii) removed various reporting and restrictive covenants, (iv) extended the maturity date to November 4, 2022 and (iv) reduced the interest rate to 2.1% per annum. In addition, the amendment requires the Company to collateralize a cash balance equal to the total outstanding balance in a cash security account with PacWest. Upon execution of the amendment, the Company repaid the outstanding balance of $1,675 under the original line of credit to this new arrangement. | ||||||||||||||||
PacWest Term Loan and Revolving Line of Credit [Member] | Line of Credit [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Outstanding amount | 889,000 | ||||||||||||||||
PacWest Term Loan and Revolving Line of Credit [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Outstanding amount | 1,675,000 | 1,675,000 | 1,675,000 | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000 | $ 2,000 | $ 2,000 | ||||||||||||||
Class A units [Member] | First Convertible Subordinated Note [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Number of convertible equity instruments | 185,000 | ||||||||||||||||
Class C | Second Convertible Subordinated Note [Member] | Convertible Debt [Member] | |||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||
Number of convertible equity instruments | 100,000 |
Debt (Details) - Schedule of co
Debt (Details) - Schedule of components of debt - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | $ 2,296 | $ 21,608 |
Unamortized Discount and Issuance Cost | (775) | |
Carrying Amount | 2,296 | 20,833 |
Trinity Term Loan [Member] | ||
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | 12,000 | |
Unamortized Discount and Issuance Cost | (665) | |
Carrying Amount | 11,335 | |
Short term loans, due 2021 [Member] | ||
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | 621 | 459 |
Unamortized Discount and Issuance Cost | ||
Carrying Amount | 621 | 459 |
PPP Loan, Due 2022 [Member] | ||
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | 1,868 | |
Unamortized Discount and Issuance Cost | ||
Carrying Amount | 1,868 | |
Tropez loan, Due 2021 [Member] | ||
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | 2,000 | |
Unamortized Discount and Issuance Cost | ||
Carrying Amount | 2,000 | |
Total term loans [Member] | ||
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | 621 | 16,327 |
Unamortized Discount and Issuance Cost | (665) | |
Carrying Amount | 621 | 15,662 |
Revolving Line of Credit [Member] | ||
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | 1,675 | 1,675 |
Unamortized Discount and Issuance Cost | ||
Carrying Amount | 1,675 | 1,675 |
Embry Convertible Notes, Due 2021 [Member] | ||
Debt (Details) - Schedule of components of debt [Line Items] | ||
Principal Outstanding | 3,606 | |
Unamortized Discount and Issuance Cost | (110) | |
Carrying Amount | $ 3,496 |
Debt (Details) - Schedule of ou
Debt (Details) - Schedule of outstanding debt - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of outstanding debt [Abstract] | ||
Current liabilities – Current debt obligations | $ 2,296 | $ 8,488 |
Noncurrent liabilities – Long-term debt, net of current maturities | 12,345 | |
Total debt | $ 2,296 | $ 20,833 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of components of interest expense on debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt (Details) - Schedule of components of interest expense on debt [Line Items] | ||||
Amortization of discount and issuance cost | $ 198 | $ 149 | ||
Interest expense on other debt obligations, Total | $ 25 | $ 147 | 318 | 417 |
Total interest expense | 25 | 517 | 1,175 | 1,620 |
Interest expense on Trinity Term Loan, Total | 370 | 857 | 1,203 | |
Trinity Term Loan [Member] | ||||
Debt (Details) - Schedule of components of interest expense on debt [Line Items] | ||||
Contractual interest | 357 | 719 | 1,163 | |
Amortization of discount and issuance cost | 13 | 138 | 40 | |
Other Debt Obligations [Member] | ||||
Debt (Details) - Schedule of components of interest expense on debt [Line Items] | ||||
Contractual interest | 24 | 112 | 258 | 308 |
Amortization of discount and issuance cost | $ 1 | $ 35 | $ 60 | $ 109 |
Warrant Liability (Details)
Warrant Liability (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Sep. 30, 2021 |
Warrant Liability (Details) [Line Items] | ||
Public warrants, description | The warrants may be exercised only during the period commencing on July 10, 2021 (30 days after the closing of the Transaction) through June 10, 2026. The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the Class A common stock is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the Class A common stock underlying such warrants during the 30 day redemption period. | |
Warrants outstanding | $ 74,408 | |
Fair value | $ 103,492 | |
Public Warrants [Member] | ||
Warrant Liability (Details) [Line Items] | ||
Warrant liability, description | In connection with the closing of the Transaction, holders of TB2 Class A ordinary shares automatically received Class A common stock of indie, and holders of TB2 warrants automatically received 17,250,000 warrants of indie with substantively identical terms (“Public Warrants”). At the Closing, 8,625,000 Class B ordinary shares of TB2 owned by the Sponsor, automatically converted into 8,625,000 shares of indie Class A common stock, and 8,650,000 private placement warrants held by the sponsor, each exercisable for one Class A ordinary share of TB2 at $11.50 per share, automatically converted into warrants to purchase one share of indie Class A common stock at $11.50 per share with substantively identical terms (“the “Private Placement Warrants”). Also at the Closing, TB2 issued 1,500,000 working capital warrants to an affiliate of the Sponsor in satisfaction of a working capital promissory note of $1,500 (the “Working Capital Warrants” and, together with the Private Placement Warrants, the “Private Warrants”). These Working Capital Warrants have substantially identical terms to the Private Placement Warrants. |
Warrant Liability (Details) - S
Warrant Liability (Details) - Schedule of Warrants $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants issued (in Shares) | shares | 17,250,000 |
Exercise price | $ 11.5 |
Redemption Price | $ 18 |
Initial Fair Value (in Dollars) | $ | $ 42,435 |
Private Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants issued (in Shares) | shares | 10,150,000 |
Exercise price | $ 11.5 |
Redemption Price | |
Initial Fair Value (in Dollars) | $ | $ 31,973 |
Earn-Out Liability (Details)
Earn-Out Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Jun. 10, 2021 | |
Earn-Out Liability (Details) [Line Items] | ||
Earn-out liability (in Dollars) | $ 103,492 | $ 119,759 |
Fair value (in Dollars) | $ 147,317 | |
Earnout shares [Member] | ||
Earn-Out Liability (Details) [Line Items] | ||
Earn-out liability | 10,000,000 | |
Milestone two, earn out [Member] | ||
Earn-Out Liability (Details) [Line Items] | ||
Earn-out liability | 5,000,000 | |
Escrow Shares [Member] | ||
Earn-Out Liability (Details) [Line Items] | ||
Earn-out liability | 3,450,000 | |
Milestone one, escrow shares [Member] | ||
Earn-Out Liability (Details) [Line Items] | ||
Percentage of shares by milestone | 50.00% | |
Minimum [Member] | Milestone two, earn out [Member] | ||
Earn-Out Liability (Details) [Line Items] | ||
Earn-out liability, price trigger (in Dollars per share) | $ 12.5 | |
Maximum [Member] | Milestone two, earn out [Member] | ||
Earn-Out Liability (Details) [Line Items] | ||
Earn-out liability, price trigger (in Dollars per share) | $ 15 |
Simple Agreement for Future E_2
Simple Agreement for Future Equity (SAFEs) (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Simple Agreement for Future Equity (SAFEs) (Details) [Line Items] | |||
SAFEs | $ 86,100 | $ 102,700 | |
Financial instruments subject to mandatory redemption issued in 2020 [Member] | |||
Simple Agreement for Future Equity (SAFEs) (Details) [Line Items] | |||
Proceeds from issuance of SAFEs | $ 25,765 | ||
Minimum equity raise requiring exchange to SAFE holders | $ 35,000 | ||
Financial instruments subject to mandatory redemption issued in 2021 [Member] | |||
Simple Agreement for Future Equity (SAFEs) (Details) [Line Items] | |||
Proceeds from issuance of SAFEs | 5,000 | ||
Minimum equity raise requiring exchange to SAFE holders | $ 35,000 | ||
Securities Subject to Mandatory Redemption [Member] | Common Stock A [Member] | Common Stock [Member] | |||
Simple Agreement for Future Equity (SAFEs) (Details) [Line Items] | |||
SAFEs converted into Class A units (in shares) (in Shares) | 7,466,891 | ||
Securities Subject to Mandatory Redemption [Member] | Common Stock V [Member] | Common Stock [Member] | |||
Simple Agreement for Future Equity (SAFEs) (Details) [Line Items] | |||
SAFEs converted into Class A units (in shares) (in Shares) | 454,077 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ / shares in Units, $ in Thousands, $ in Thousands | Sep. 03, 2021USD ($) | Aug. 09, 2019USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Sep. 03, 2021CAD ($) |
Fair Value Measurements (Details) [Line Items] | |||||||
Currency forward contracts (in Dollars) | $ 85,000 | ||||||
Unrealized loss | $ 1,200 | ||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Closing price per share (in Dollars per share) | $ / shares | $ 10.42 | $ 13.22 | |||||
Risk-free interest rate assumption | 6 years 8 months 19 days | ||||||
Contractual period | 5 years | ||||||
Exceeding redemption value (in Dollars per share) | $ / shares | $ 18 | ||||||
Aggregate value of per share (in Dollars per share) | $ / shares | $ 1.57 | ||||||
Closing price (in Dollars per share) | $ / shares | $ 13.22 | $ 9.95 | |||||
Transfers out of level 3 totaling approximately | $ 23,400 | ||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Private Placement [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Sale of public warrants | $ 57,400 | $ 97,200 | |||||
Amount of aggregate value | $ 12,600 | 97,200 | $ 23,400 | ||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Public Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Amount of aggregate value | $ 31,600 | $ 97,200 | $ 23,400 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy for financial assets and liabilities - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Warrant Liability | $ 103,492 | $ 119,759 | |
SAFEs | $ 86,100 | $ 102,700 | |
Currency forward contract | 1,200 | ||
Level 1 [Member] | |||
Liabilities: | |||
Warrant Liability | |||
SAFEs | |||
Currency forward contract | |||
Level 2 [Member] | |||
Liabilities: | |||
Warrant Liability | |||
SAFEs | |||
Currency forward contract | 1,200 | ||
Level 3 [Member] | |||
Liabilities: | |||
Warrant Liability | 103,492 | ||
SAFEs | 102,700 | ||
Currency forward contract | |||
First milestone [Member] | |||
Liabilities: | |||
Contingent earn-outs | 76,698 | ||
First milestone [Member] | Level 1 [Member] | |||
Liabilities: | |||
Contingent earn-outs | |||
First milestone [Member] | Level 2 [Member] | |||
Liabilities: | |||
Contingent earn-outs | |||
First milestone [Member] | Level 3 [Member] | |||
Liabilities: | |||
Contingent earn-outs | 76,698 | ||
Second milestone [Member] | |||
Liabilities: | |||
Contingent earn-outs | 70,619 | ||
Second milestone [Member] | Level 1 [Member] | |||
Liabilities: | |||
Contingent earn-outs | |||
Second milestone [Member] | Level 2 [Member] | |||
Liabilities: | |||
Contingent earn-outs | |||
Second milestone [Member] | Level 3 [Member] | |||
Liabilities: | |||
Contingent earn-outs | 70,619 | ||
Second tranche [Member] | |||
Liabilities: | |||
Contingent consideration | 1,200 | 900 | |
Second tranche [Member] | Level 1 [Member] | |||
Liabilities: | |||
Contingent consideration | |||
Second tranche [Member] | Level 2 [Member] | |||
Liabilities: | |||
Contingent consideration | |||
Second tranche [Member] | Level 3 [Member] | |||
Liabilities: | |||
Contingent consideration | $ 1,200 | 900 | |
First tranche [Member] | |||
Liabilities: | |||
Contingent consideration | 500 | ||
First tranche [Member] | Level 1 [Member] | |||
Liabilities: | |||
Contingent consideration | |||
First tranche [Member] | Level 2 [Member] | |||
Liabilities: | |||
Contingent consideration | |||
First tranche [Member] | Level 3 [Member] | |||
Liabilities: | |||
Contingent consideration | $ 500 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of unobservable input reconciliation | Jun. 10, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Geometric Brownian Motion [Member] | |||
Liabilities: | |||
SAFEs, measurement input | 0.98% | ||
Valuation Technique, Option Pricing Model [Member] | Discount rate [Member] | |||
Liabilities: | |||
SAFEs, measurement input | 75.00% | ||
Valuation Technique, Option Pricing Model [Member] | Constant volatility factor [Member] | |||
Liabilities: | |||
SAFEs, measurement input | 40.00% | ||
Valuation Technique, Option Pricing Model [Member] | Constant volatility factor [Member] | Contingent earn-outs – first milestone [Member] | |||
Contingent earn-outs – first milestone | |||
Contingent earn-out, measurement input | 35.00% | 40.00% | |
Valuation Technique, Option Pricing Model [Member] | Constant volatility factor [Member] | Contingent earn-outs – second milestone [Member] | |||
Contingent earn-outs – first milestone | |||
Contingent earn-out, measurement input | 35.00% | 40.00% | |
Valuation Technique, Option Pricing Model [Member] | Expected volatility [Member] | |||
Warrants | |||
Warrant, measurement input | 34.10% | 35.50% | |
First tranche contingent consideration [Member] | Valuation Technique, Discounted Cash Flow [Member] | Discount rate [Member] | |||
Warrants | |||
Contingent consideration, measurement input | 10.30% | ||
Second tranche contingent consideration [Member] | Valuation Technique, Discounted Cash Flow [Member] | Discount rate [Member] | |||
Warrants | |||
Contingent consideration, measurement input | 7.50% | 7.50% | 10.30% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 20, 2019 | Jun. 30, 2018 | Jul. 25, 2017 | Aug. 28, 2015 | Jul. 25, 2015 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 08, 2021 | May 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 09, 2019 | Feb. 19, 2019 | |
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Warrants issued | 52,632 | 3,388 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Percentage of ordinary shares outstanding | 20.00% | 20.00% | ||||||||||||
Ordinary shares, outstanding | 8,625,000 | |||||||||||||
Share price (in Dollars per share) | $ 9.5 | |||||||||||||
Ordinary shares, outstanding | 7,540,460 | |||||||||||||
Founder Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Aggregate of founder shares to forfeiture | 1,125,000 | |||||||||||||
Class H units [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Redeemed for a cash payment (in Dollars) | $ 900 | |||||||||||||
Shares issued | 4,500 | |||||||||||||
Class A units [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Shares issued | 911,500 | |||||||||||||
Reserved of shares | 185,000 | |||||||||||||
Class C units [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Shares issued | 300,000 | |||||||||||||
Original issue price (in Dollars per share) | $ 10 | |||||||||||||
Cash consideration (in Dollars) | $ 3,000 | |||||||||||||
Reserved of shares | 100,000 | |||||||||||||
Class B units [Member] | Minimum [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Increase of authorized, shares | 243,000 | |||||||||||||
Class B units [Member] | Maximum [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Increase of authorized, shares | 513,846 | |||||||||||||
Class D units [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Shares issued | 221,739 | |||||||||||||
Original issue price (in Dollars per share) | $ 33.82 | $ 33.82 | ||||||||||||
Cash consideration (in Dollars) | $ 500 | $ 7,215 | ||||||||||||
Net of issuance costs (in Dollars) | $ 285 | |||||||||||||
Additionla Issuance of shares | 14,782 | |||||||||||||
Class E units [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Shares issued | 112,916 | |||||||||||||
Original issue price (in Dollars per share) | $ 35.42 | |||||||||||||
Cash consideration (in Dollars) | $ 3,963 | |||||||||||||
Net of issuance costs (in Dollars) | $ 37 | |||||||||||||
Class F units [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Shares issued | 492,110 | |||||||||||||
Original issue price (in Dollars per share) | $ 54.87 | |||||||||||||
Cash consideration (in Dollars) | $ 26,790 | |||||||||||||
Net of issuance costs (in Dollars) | $ 210 | |||||||||||||
Class G units [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Terms of debt agreements,description | In connection with entering into the term loan agreement with Trinity in March 2018, the Company issued an aggregate of 6,250 warrants with a strike price of $35.42 to purchase Class G units. In April 2018, as part of an amendment to the loan and security agreement, the Company issued warrants to PacWest to purchase 3,388 Class G units with a strike price of $35.42. On October 1, 2020, in connection with the new loan agreement with Trinity, the Company issued additional warrants to Trinity to purchase 1,844 Class G units at a strike price of $35.42 under the same terms and features as previously issued Class G warrants. | |||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares, authorized | 250,000,000 | 250,000,000 | ||||||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Ordinary shares, issued | 101,482,466 | 38,255,490 | ||||||||||||
Ordinary shares, outstanding | 96,428,533 | 34,413,634 | ||||||||||||
Class A Ordinary Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares, authorized | 200,000,000 | 200,000,000 | ||||||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Ordinary shares, issued | 0 | 3,437,357 | ||||||||||||
Ordinary shares, outstanding | 0 | 3,437,357 | ||||||||||||
Common stock subject to possible redemption | 26,959,540 | 34,500,000 | 31,062,643 | 34,500,000 | ||||||||||
Ordinary shares, issued | 7,540,460 | |||||||||||||
Class A Ordinary Shares [Member] | Founder Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 12 | |||||||||||||
Class B Ordinary Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | ||||||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Ordinary shares, issued | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | ||||||||||
Ordinary shares, outstanding | 8,625,000 | 8,625,000 | 8,625,000 | |||||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||
Shares issued | 8,625,000 | |||||||||||||
Aggregate founder shares | 8,625,000 | |||||||||||||
Share price (in Dollars per share) | $ 0.003 | |||||||||||||
Aggregate price of founder shares (in Dollars) | $ 25,000 | |||||||||||||
Issued and outstanding ordinary shares percentage | 20.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity | Jun. 10, 2021shares |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 2,926,211 |
Class A Common Stock | 53,234,572 |
Class V Common Stock | 33,827,371 |
Class A [Member] | |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 1,381,424 |
Class A Common Stock | 12,612,470 |
Class V Common Stock | 25,791,473 |
Class B [Member] | |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 293,221 |
Class A Common Stock | 9,564,150 |
Class V Common Stock | |
Class C [Member] | |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 400,000 |
Class A Common Stock | 11,520,101 |
Class V Common Stock | |
Class D [Member] | |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 236,521 |
Class A Common Stock | 1,568,565 |
Class V Common Stock | 5,806,776 |
Class E [Member] | |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 112,916 |
Class A Common Stock | 1,309,971 |
Class V Common Stock | 2,229,122 |
Class F [Member] | |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 492,110 |
Class A Common Stock | 16,380,782 |
Class V Common Stock | |
Class G [Member] | |
Stockholders' Equity (Details) - Schedule of post transaction stockholders’ equity [Line Items] | |
Outstanding | 10,019 |
Class A Common Stock | 278,533 |
Class V Common Stock |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity - shares | Jun. 10, 2021 | Dec. 31, 2020 |
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 4,908,393 | 4,908,393 |
Issued | 3,004,885 | 2,425,474 |
Outstanding | 2,930,711 | 2,287,279 |
Class A [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 3,136,518 | 3,136,518 |
Issued | 1,381,424 | 911,500 |
Outstanding | 1,381,424 | 911,500 |
Class B [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 513,846 | 513,846 |
Issued | 367,395 | 367,927 |
Outstanding | 293,221 | 229,732 |
Class C [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 400,000 | 400,000 |
Issued | 400,000 | 300,000 |
Outstanding | 400,000 | 300,000 |
Class D [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 236,521 | 236,521 |
Issued | 236,521 | 236,521 |
Outstanding | 236,521 | 236,521 |
Class E [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 112,916 | 112,916 |
Issued | 112,916 | 112,916 |
Outstanding | 112,916 | 112,916 |
Class F [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 492,110 | 492,110 |
Issued | 492,110 | 492,110 |
Outstanding | 492,110 | 492,110 |
Class G [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 11,482 | 11,482 |
Issued | 10,019 | |
Outstanding | 10,019 | |
Class H [Member] | ||
Stockholders' Equity (Details) - Schedule of pre-merger members’ equity [Line Items] | ||
Authorized | 5,000 | 5,000 |
Issued | 4,500 | 4,500 |
Outstanding | 4,500 | 4,500 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | Jun. 10, 2021shares | Sep. 30, 2021 | Dec. 31, 2020 |
Ay Dee Kay, LLC [Member] | |||
Noncontrolling Interest (Details) [Line Items] | |||
Ownership interest by noncontrolling owners | 26.00% | ||
Ownership percentage by parent | 74.00% | ||
Wuxi Indie Microelectronics Ltd [Member] | Ay Dee Kay, LLC [Member] | |||
Noncontrolling Interest (Details) [Line Items] | |||
Ownership percentage by parent | 50.00% | 50.00% | |
Common Units Except Common Unit Class H [Member] | Common Class V [Member] | |||
Noncontrolling Interest (Details) [Line Items] | |||
Conversion of common units into common stock (in Shares) | 33,827,371 | ||
Common stock, votes per share | 1 |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue (Details) [Line Items] | |||||
Unbilled revenue (in Dollars) | $ 0 | $ 0 | $ 55 | ||
Revenue recognized (in Dollars) | $ 3,763 | ||||
Revenue recognized, percentage | 95.00% | ||||
Service [Member] | |||||
Revenue (Details) [Line Items] | |||||
Revenue recognized from previously recorded contract liabilities (in Dollars) | $ 206 | $ 1,056 | $ 819 | $ 1,865 | |
Customers accounted [Member] | |||||
Revenue (Details) [Line Items] | |||||
Concentration risk, perentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Largest Customer One [Member] | Accounts Receivable [Member] | |||||
Revenue (Details) [Line Items] | |||||
Concentration risk, perentage | 34.00% | ||||
Largest Customer Two [Member] | Accounts Receivable [Member] | |||||
Revenue (Details) [Line Items] | |||||
Concentration risk, perentage | 18.00% | ||||
Accounts Receivable [Member] | |||||
Revenue (Details) [Line Items] | |||||
Concentration risk, perentage | 10.00% | ||||
Accounts Receivable [Member] | Largest Customer One [Member] | |||||
Revenue (Details) [Line Items] | |||||
Concentration risk, perentage | 35.00% | ||||
Accounts Receivable [Member] | Largest Customer Two [Member] | |||||
Revenue (Details) [Line Items] | |||||
Concentration risk, perentage | 12.00% |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12,157 | $ 7,586 | $ 29,451 | $ 15,957 |
Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 711 | 243 | 1,523 | 510 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,033 | 1,959 | 5,910 | 3,403 |
Greater China [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,591 | 4,548 | 17,800 | 9,868 |
Rest of North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,286 | 167 | 2,513 | 525 |
South America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 409 | 214 | 1,004 | 483 |
Rest of Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 127 | $ 455 | $ 701 | $ 1,168 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of contract liabilities - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of contract liabilities [Abstract] | ||
Deferred revenue | $ 377 | $ 1,665 |
Revenue (Details) - Schedules o
Revenue (Details) - Schedules of customers accounting for more than 10% of total Rrevenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 25.70% | 51.60% | 39.30% | 57.30% |
Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 12.90% | 10.30% | 5.40% | 13.60% |
Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 13.20% | 6.40% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Jan. 29, 2021 | Sep. 30, 2021 | Jun. 10, 2021 | Dec. 31, 2020 | |
Share-Based Compensation (Details) [Line Items] | ||||
Recapitalization exchange ratio | 27.80% | |||
Weighted-average grant date fair value | $ 8.61 | |||
Grant date fair value | $ 8.58 | $ 2.72 | ||
Unrecognized share-based compensation costs | $ 44,538 | |||
Profit Interest [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Award vesting period | 4 years | |||
Profit Interest [Member] | Share Based Compensation Award Tranche One [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Award vesting period | 12 months | |||
Vesting percentage | 25.00% | |||
Profit Interest [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Award vesting period | 3 years | |||
Vesting percentage | 75.00% | |||
Share Based Compensation Award Tranche Two [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Award vesting period | 4 years | |||
Weighted-average grant date fair value | $ 6.83 | |||
Share Based Compensation Award Tranche Two [Member] | Share Based Compensation Award Tranche One [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Award vesting period | 12 months | |||
Vesting percentage | 25.00% | |||
Share Based Compensation Award Tranche Two [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Award vesting period | 3 years | |||
Vesting percentage | 75.00% | |||
Unvested Earn Out Shares [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Grant date fair value | $ 3,919 | |||
Grant date fair value | $ 9.2 | |||
Board of Directors [Member] | Profit Interest [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Number of units authorized | 14,284,919 | |||
Employees and Directors [Member] | 2021 Omnibus Equity Incentive Plan [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Number of units authorized | 10,368,750 | |||
Common Stock A [Member] | Profit Interest [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Number of units authorized | 513,846 | |||
Common Stock A [Member] | Share Based Compensation Award Tranche Two [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Number of units authorized | 1,751,360 | |||
Common Units [Member] | Share Based Compensation Award Tranche Two [Member] | ||||
Share-Based Compensation (Details) [Line Items] | ||||
Number of units authorized | 62,998 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of weighted average assumptions | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of weighted average assumptions [Abstract] | |
Constant risk free rate | 0.80% |
Constant volatility factor | 40.00% |
Geometric Brownian Motion | 0.981% |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of the components of share-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 6,217 | $ 14,185 | ||
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 2,588 | 5,185 | ||
Selling, general, and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 3,629 | $ 9,000 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of profit interest activity | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Schedule of profit interest activity [Abstract] | |
Number of Shares, Nonvested beginning balance | shares | 3,868,225 |
Weighted-Average Grant Date Fair Value, Nonvested beginning balance | $ / shares | $ 2.72 |
Number of Shares, Granted | shares | 5,188,548 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 8.61 |
Number of Shares, Vested | shares | (2,005,004) |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 5.31 |
Number of Shares, Forfeited | shares | (78,036) |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | $ 6.65 |
Number of Shares, Nonvested ending balance | shares | 6,973,733 |
Weighted-Average Grant Date Fair Value | $ / shares | $ 8.58 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Unit - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Numerator: | |||||
Net loss | $ (108,161) | $ (22,156) | $ (84,812) | $ (34,528) | |
Less: Net loss attributable to noncontrolling interest | (28,512) | (197) | (22,127) | (590) | |
Net loss attributable to indie Semiconductor, Inc. | (79,649) | (21,959) | (62,685) | (33,938) | |
Net loss attributable to common shareholders – dilutive | $ (79,649) | $ (21,959) | $ (62,685) | $ (33,938) | |
Denominator: | |||||
Weighted average shares outstanding – basic (in Shares) | [1] | 96,368,379 | 31,349,643 | 58,791,245 | 31,153,933 |
Weighted average common shares outstanding – diluted (in Shares) | [1] | 96,368,379 | 31,349,643 | 58,791,245 | 31,153,933 |
Net loss per share attributable to common shares – basic (in Dollars per share) | $ (0.83) | $ (0.7) | $ (1.07) | $ (1.09) | |
Net loss per share attributable to common shares – diluted (in Dollars per share) | $ (0.83) | $ (0.7) | $ (1.07) | $ (1.09) | |
[1] | Retroactively restated to give effect to the reverse recapitalization. |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share (Details) - Schedule of Antidilutive Units Excluded from Computation of Net Loss Per Unit - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 79,842,289 | 44,910,442 | 89,311,646 | 44,910,442 |
SAFEs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 4,711,711 | 7,651,982 | 4,711,711 | |
Class B Unvested Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 3,710,500 | 1,817,375 | 3,710,500 | |
Unvested Phantom Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 1,727,730 | 1,727,730 | ||
Unvested Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 3,437,188 | 3,437,188 | ||
Convertible Preferred Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 35,935,292 | 35,935,292 | ||
Warrants to Purchase Class G Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 267,939 | 267,939 | ||
Convertible Debt into Class A and Preferred Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 285,000 | 285,000 | ||
Convertible Class V Common Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 33,827,371 | 33,827,371 | ||
Public Warrants for the Purchase of Class A Common Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 17,250,000 | 17,250,000 | ||
Private Warrants for the Purchase of Class A Common Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 10,150,000 | 10,150,000 | ||
Earn-Out Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 10,000,000 | 10,000,000 | ||
Escrow Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 3,450,000 | 3,450,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Calculated tax savings percentage | 85.00% | |||
Income tax expense | $ (36) | $ (13) | $ 34 | $ 9 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Aug. 13, 2019USD ($)shares | Jul. 31, 2021 | May 31, 2021USD ($) | Apr. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Apr. 30, 2020USD ($) | Oct. 31, 2015USD ($) | Jul. 31, 2015USD ($)m² | Mar. 31, 2021USD ($) | Sep. 30, 2021 | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Oct. 31, 2017 |
THUNDER BRIDGE ACQUISITION II, LTD. [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Number of units issued (in Shares) | shares | 4,500,000 | |||||||||||||||
Deferred underwriting fee payable | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | $ 12,075,000 | ||||||||
Aliso Viejo Headquarters [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Lease term | 5 years | |||||||||||||||
Square footage of lease space (in Square Meters) | m² | 14,881 | |||||||||||||||
Security deposit | $ 30,000 | |||||||||||||||
Lowest tier of letter of credit | $ 200,000 | |||||||||||||||
Scotland Design Center Facility [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Lease term | 5 years | |||||||||||||||
Monthly rent | $ 19 | |||||||||||||||
Shanghai lease [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Monthly rent | $ 3 | |||||||||||||||
Lease expires description | February 2022 | |||||||||||||||
Month-To-Month Lease [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Monthly rent | $ 1 | |||||||||||||||
Budapest, Hungary [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Lease term | 3 years | |||||||||||||||
Monthly rent | $ 6 | |||||||||||||||
Detroit, Michigan [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Lease term | 7 years | |||||||||||||||
Monthly rent | $ 22 | |||||||||||||||
Lease expires description | expire in 2028 | |||||||||||||||
Dresden, Germany [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Lease term | 3 years | 3 years | ||||||||||||||
Lease expires description | The lease will commence on October 1, 2021 and expire on September 30, 2023. | The lease will commence on November 1, 2021 and expire on October 31, 2023. | ||||||||||||||
Wuxi Sales And Design Center [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Lease term | 26 months | |||||||||||||||
Underwriters Agreement [Member] | THUNDER BRIDGE ACQUISITION II, LTD. [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Underwriters discount, description | The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $6,900,000. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $12,075,000. | The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $6,900,000. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $12,075,000. |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Rent Expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies (Details) - Schedule of Rent Expense [Line Items] | ||||
Rent expense | $ 268 | $ 233 | $ 755 | $ 676 |
Research and development [Member] | ||||
Commitments and Contingencies (Details) - Schedule of Rent Expense [Line Items] | ||||
Rent expense | 219 | 211 | 619 | 581 |
Selling, general, and administrative [Member] | ||||
Commitments and Contingencies (Details) - Schedule of Rent Expense [Line Items] | ||||
Rent expense | $ 49 | $ 22 | $ 136 | $ 95 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments $ in Thousands | Dec. 31, 2008USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2021 (remaining three months) | $ 287 |
2022 | 1,074 |
2023 | 637 |
2024 | 315 |
2025 | 286 |
Thereafter | 817 |
Total | $ 3,416 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions, $ in Millions | Oct. 21, 2021 | Oct. 02, 2021 | Aug. 27, 2021CAD ($)shares | Aug. 27, 2021USD ($) |
Subsequent Events [Abstract] | ||||
Aggregate purchase price | $ | $ 200 | |||
Cash payable, percentage | 50.00% | |||
Class A common stock, percentage | 50.00% | |||
Cash | $ | $ 80 | |||
Class A common stock, shares | shares | 5,805,144 | |||
Purchase of shares | shares | 1,542,332 | |||
Description of definitive agreement | indie entered into a definitive agreement with Analog Devices to acquire Symeo GmbH (“Symeo”) for $10.0 million in cash at closing, $10.0 million in cash in 2023 and an equity-based earn-out of up to 858,369 shares of indie Class A common stock based on future revenue growth. The Symeo transaction is pending approval by the German government. | indie entered into a definitive agreement and completed its acquisition of ON Design Israel Ltd. (“ON Design Israel”), for $5.0 million in cash at closing, $7.5 million of cash in 2022 and up to $7.5 million of cash based on design win performance. Upon completion of the acquisition, ON Design Israel was renamed to indie Semiconductor Design Israel Ltd. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage | $ 250,000 | $ 250,000 |
Initial Public Offering [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 19,483,537 | 19,483,537 |
Charges to stockholders’ equity | $ 18,509,360 | $ 18,509,360 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 31, 2019 | [1] | Mar. 31, 2021 | Dec. 31, 2020 | [1] | Sep. 30, 2020 | [1] | Jun. 30, 2020 | [1] | Mar. 31, 2020 | Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | ||
Significant Accounting Policies (Details) - Schedule of reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption [Line Items] | |||||||||||||||||||
Net income | $ 38,507,524 | $ 6,779,032 | $ (73,292,930) | $ 3,619,908 | |||||||||||||||
Less: Income attributable to ordinary shares | (8,621) | (1,788,302) | (2,122,286) | (2,460,851) | |||||||||||||||
Net income available to ordinary shares | $ 38,498,903 | $ 4,990,730 | $ (75,415,216) | $ 1,159,057 | |||||||||||||||
Weighted average shares outstanding, basic and diluted | 6,382,980 | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | [1] | 8,625,000 | 8,625,000 | 6,382,980 | 8,625,000 | 8,437,500 | |||||||
Basic and diluted net income per ordinary share | $ 4.46 | $ 0.58 | $ (8.74) | $ 0.14 | |||||||||||||||
[1] | Excludes an aggregate of up to 34,500,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Thunder Bridge Acquisition Il, Ltd.[Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | ||
Company sold units | 34,500,000 | 34,500,000 |
Purchase price | $ 10 | $ 10 |
Description of warrants | Each Unit consists of one Class A Share and one-half redeemable Warrant. Each whole warrant (“Public Warrant”) entitles the holder to purchase one Class A Share at a price of $11.50 per share (See Note 7). | Each whole warrant (“Public Warrant”) entitles the holder to purchase one Class A Share at a price of $11.50 per share (See Note 7). |
Private Placement (Details)
Private Placement (Details) - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | Aug. 13, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate warrants purchased (in Shares) | 34,500,000 | ||
Initial Public Offering [Member] | Warrant [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate warrants purchased (in Shares) | 8,650,000 | 8,650,000 | |
Warrant price per share | $ 1 | $ 1 | |
Private Placement Warrants [Member] | Warrant [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate purchase price of private placement (in Dollars) | $ 8,650,000 | $ 8,650,000 | |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||
Private Placement (Details) [Line Items] | |||
Warrant price per share | $ 11.5 | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | Aug. 13, 2019 | Aug. 08, 2019 | Aug. 31, 2019 | Feb. 19, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 20, 2019 | Feb. 20, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Sale of price (in Dollars per share) | $ 10 | |||||||||
Shareholders ownership, percentage | 20.00% | |||||||||
Warrants price (in Dollars per share) | $ 1 | $ 1 | ||||||||
Incurred paid | $ 50,000 | |||||||||
Convertible loan | $ 1,500,000 | $ 1,500,000 | ||||||||
Outstanding borrowings | $ 937,407 | 300,000 | ||||||||
Debt financing, percentage | 51.00% | |||||||||
Founder shares, description | (i) have the voting rights described in Note 7, (ii) are subject to certain transfer restrictions described below and (iii) are convertible into Class A Shares on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions contained therein. The Founder Shares may not be transferred, assigned or sold until the earlier of (i) one year after the completion of the Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Business Combination that results in all of the Public Shareholders having the right to exchange their Class A Shares for cash, securities or other property. | |||||||||
Related party loan | $ 300,000 | $ 0 | ||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate of founder shares of forfeiture (in Shares) | 1,125,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Advisor fees | $ 20,000 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate of founder shares of forfeiture (in Shares) | 1,125,000 | |||||||||
Private Placement Warrants [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate of founder shares (in Shares) | 8,650,000 | |||||||||
Sale of price (in Dollars per share) | $ 1 | |||||||||
Aggregate warrants purchased (in Shares) | 8,650,000 | 8,650,000 | ||||||||
Warrants price (in Dollars per share) | $ 1 | |||||||||
Administrative Services Agreement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor fees | 10,000 | $ 10,000 | ||||||||
Incurred paid | $ 30,000 | $ 30,000 | 120,000 | |||||||
Advisory Agreement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Incurred paid | $ 60,000 | $ 60,000 | $ 24,000 | $ 100,000 | ||||||
Advisor fees | $ 20,000 | |||||||||
IPO [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sale of price (in Dollars per share) | $ 10 | |||||||||
Aggregate warrants purchased (in Shares) | 17,250,000 | 17,250,000 | ||||||||
IPO [Member] | Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sale of price (in Dollars per share) | $ 10 | |||||||||
Aggregated purchase price | $ 1,000,000 | |||||||||
Aggregated purchase shares (in Shares) | 100,000 | |||||||||
IPO [Member] | Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sale of price (in Dollars per share) | $ 10 | |||||||||
Aggregated purchase price | $ 1,000,000 | |||||||||
Aggregated purchase shares (in Shares) | 100,000 | |||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate of founder shares (in Shares) | 8,625,000 | |||||||||
Sale of price (in Dollars per share) | $ 0.003 | |||||||||
Aggregate price of founder shares | $ 25,000 | |||||||||
Shareholders ownership, percentage | 20.00% | |||||||||
Class A Ordinary Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sale of price (in Dollars per share) | $ 12 | |||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate of founder shares (in Shares) | 8,625,000 | |||||||||
Sale of price (in Dollars per share) | $ 0.003 | |||||||||
Aggregate price of founder shares | $ 25,000 | |||||||||
Class A Ordinary Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sale of price (in Dollars per share) | $ 12 | |||||||||
Promissory Note [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Outstanding borrowings | $ 277,000 | |||||||||
Borrowings | $ 300,000 | $ 300,000 | ||||||||
Warrant [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate warrants purchased (in Shares) | 8,650,000 | 8,650,000 | ||||||||
Warrants price (in Dollars per share) | $ 1 | $ 1 | ||||||||
Aggregated purchase price | $ 8,650,000 | $ 8,650,000 |
Warrant Liability (Details)_2
Warrant Liability (Details) - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant Liability (Details) [Line Items] | ||||
Public warrants, description | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. | The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. | ||
Fair value of warrants (in Dollars) | $ 57,614,968 | $ 97,181,794 | $ 97,181,794 | $ 23,387,415 |
Business Combination [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Description of business combination | In addition, if the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a newly issued price of less than $9.20 per ordinary 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 or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the redemption price of the warrants shall be adjusted to equal 180% of the newly issued price. | In addition, if the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a newly issued price of less than $9.20 per ordinary 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 or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the redemption price of the warrants shall be adjusted to equal 180% of the newly issued price. | ||
Warrant [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Public warrants, description | • in whole and not in part;• at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. | • in whole and not in part;• at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. | ||
Warrant [Member] | Private Placement Warrants [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Warrants outstanding | 8,650,000 | |||
Public Warrants [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Warrants outstanding | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Private Placement Warrants [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Warrants outstanding | 8,650,000 | 8,650,000 | ||
Initial Public Offering [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Warrants outstanding | 17,250,000 | 17,250,000 | ||
Private Placement [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Warrants outstanding | 8,650,000 | 8,650,000 | ||
Private Placement [Member] | Warrant [Member] | ||||
Warrant Liability (Details) [Line Items] | ||||
Warrants outstanding | 8,650,000 | 8,650,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Public Warrants | $ 37,605,000 | $ 63,738,750 |
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Private Placement Warrants | $ 19,808,500 | $ 33,443,044 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 31, 2019 | [1] | Mar. 31, 2021 | Dec. 31, 2020 | [1] | Sep. 30, 2020 | [1] | Jun. 30, 2020 | [1] | Mar. 31, 2020 | Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | ||
Significant Accounting Policies (Details) - Schedule of reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption [Line Items] | |||||||||||||||||||
Net (loss) income | $ 38,507,524 | $ 6,779,032 | $ (73,292,930) | $ 3,619,908 | |||||||||||||||
Less: Income attributable to ordinary shares | (8,621) | (1,788,302) | (2,122,286) | (2,460,851) | |||||||||||||||
Net (loss) income available to ordinary shares | $ 38,498,903 | $ 4,990,730 | $ (75,415,216) | $ 1,159,057 | |||||||||||||||
Weighted average shares outstanding, basic and diluted | 6,382,980 | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | [1] | 8,625,000 | 8,625,000 | 6,382,980 | 8,625,000 | 8,437,500 | |||||||
Basic and diluted net loss per ordinary share | $ 4.46 | $ 0.58 | $ (8.74) | $ 0.14 | |||||||||||||||
[1] | Excludes an aggregate of up to 34,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Thunder Bridge Acquisition Il, Ltd.[Member] - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Public Warrants [Member] | ||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | ||
Redeemable warrants | 17,250,000 | |
Private Placement [Member] | ||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | ||
Redeemable warrants | 8,650,000 | |
Class A Ordinary Shares [Member] | Previously Reported [Member] | ||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | ||
Ordinary shares subject to possible redemption | 32,751,669 | 32,897,017 |
Class A Ordinary Shares [Member] | Adjusted [Member] | ||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | ||
Ordinary shares subject to possible redemption | 1,748,331 | 1,602,983 |
Class A Ordinary Shares [Member] | As restated [Member] | ||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | ||
Ordinary shares subject to possible redemption | 34,500,000 | 34,500,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed financial statements - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | ||
As Previously Reported [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Warrant liability | |||
Total liabilities | 12,116,731 | 13,001,751 | |
Ordinary shares subject to possible redemption | [1] | 331,272,961 | 331,774,406 |
Additional paid in capital | 2,917,448 | 2,416,020 | |
Retained earnings (accumulated deficit) | 2,081,499 | 2,582,948 | |
Statement of Operations for the year ended December 31, 2020 | |||
Change in warrant liability | |||
Net income (loss) | $ 2,081,499 | $ 501,449 | |
Basic and diluted weighted average shares outstanding (in Shares) | 9,142,764 | 10,247,054 | |
Basic and diluted net (in Dollars per share) | $ (0.03) | $ (0.15) | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 501,449 | ||
Change in fair value of warrant liability | |||
Adjustment [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Warrant liability | 23,387,415 | 97,181,794 | |
Total liabilities | 23,387,415 | 97,181,794 | |
Ordinary shares subject to possible redemption | [1] | 16,187,891 | 17,808,732 |
Additional paid in capital | (2,917,448) | (2,416,020) | |
Retained earnings (accumulated deficit) | (36,657,665) | (112,574,330) | |
Statement of Operations for the year ended December 31, 2020 | |||
Change in warrant liability | 1,538,409 | (73,794,379) | |
Net income (loss) | $ 1,538,409 | $ (73,794,379) | |
Basic and diluted weighted average shares outstanding (in Shares) | (705,264) | (1,622,054) | |
Basic and diluted net (in Dollars per share) | $ 0.17 | $ (8.59) | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 1,538,409 | $ (73,794,379) | |
Change in fair value of warrant liability | (1,538,409) | 73,794,379 | |
As restated [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Warrant liability | 23,387,415 | 97,181,794 | |
Total liabilities | 35,504,146 | 110,183,545 | |
Ordinary shares subject to possible redemption | [1] | 347,460,852 | 349,583,138 |
Additional paid in capital | |||
Retained earnings (accumulated deficit) | (34,576,166) | (109,991,382) | |
Statement of Operations for the year ended December 31, 2020 | |||
Change in warrant liability | 1,538,409 | (73,794,379) | |
Net income (loss) | $ 3,619,908 | $ (73,292,930) | |
Basic and diluted weighted average shares outstanding (in Shares) | 8,437,500 | 8,625,000 | |
Basic and diluted net (in Dollars per share) | $ 0.14 | $ (8.74) | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 1,538,409 | $ (73,292,930) | |
Change in fair value of warrant liability | (1,538,409) | 73,794,379 | |
Class A Ordinary Shares [Member] | As Previously Reported [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Ordinary shares | 162 | 175 | |
Class A Ordinary Shares [Member] | Adjustment [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Ordinary shares | (162) | (175) | |
Class A Ordinary Shares [Member] | As restated [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Ordinary shares | |||
[1] | Class A ordinary shares subject to possible redemption as Previously Reported as of December 31, 2020 and 2019 were 32,751,669 and 32,897,017, that are Adjusted by 1,748,331 and 1,602,983, respectively and are As Restated at 34,500,000 and 34,500,000, respectively. |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |||
Private Placement Warrants(1) | [1] | $ 33,443,044 | $ 7,862,415 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |||
Public Warrants(1) | [1] | $ 63,738,750 | $ 15,525,000 |
[1] | Measured at fair value on a recurring basis. |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of the Private Placement Warrants and Public Warrant - Thunder Bridge Acquisition Il, Ltd.[Member] | 1 Months Ended |
Aug. 09, 2019$ / shares | |
Fair Value Measurements (Details) - Schedule of the Private Placement Warrants and Public Warrant [Line Items] | |
Risk-free interest rate | 1.64% |
Expected term (years) | 6 years 8 months 19 days |
Expected Volatility | 14.00% |
Exercise Price | $ 11.5 |
Stock price | $ 9.5 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | ||
Private Placement [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |||
Fair value, beginning balance | $ 7,862,415 | ||
Initial Measurement on August 9, 2019 | 9,175,984 | ||
Change in valuation inputs or other assumptions | [1] | (1,313,569) | 25,580,629 |
Fair value, ending balance | 7,862,415 | 33,443,044 | |
Public [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |||
Fair value, beginning balance | 15,525,000 | ||
Initial Measurement on August 9, 2019 | 17,250,000 | ||
Change in valuation inputs or other assumptions | [1] | (1,725,000) | 48,213,750 |
Fair value, ending balance | 15,525,000 | 63,738,750 | |
Warrant Liabilities [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |||
Fair value, beginning balance | 23,387,415 | ||
Initial Measurement on August 9, 2019 | 26,425,984 | ||
Change in valuation inputs or other assumptions | [1] | (3,038,569) | 73,794,379 |
Fair value, ending balance | $ 23,387,415 | $ 97,181,794 | |
[1] | Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $23.4 million during the period from August 9, 2019 through December 31, 2019. |
Quarterly Financial Informati_3
Quarterly Financial Information (Details) - Schedule of quarterly financial information - Thunder Bridge Acquisition Il, Ltd.[Member] - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 13, 2019 | ||||||||||
Quarterly Financial Information (Details) - Schedule of quarterly financial information [Line Items] | |||||||||||||||||||||
Formation costs and other operating expenses | $ 5,000 | $ 1,080,155 | $ 148,871 | $ 153,264 | $ 238,549 | $ 200,824 | $ 147,173 | $ 26,355 | |||||||||||||
Loss from operations | (5,000) | (1,080,155) | (148,871) | (153,264) | (238,549) | (200,824) | (147,173) | (26,355) | |||||||||||||
Other Income: | |||||||||||||||||||||
Interest income | 8,812 | 8,812 | 87,114 | 2,017,548 | 1,593,683 | 867,168 | |||||||||||||||
Change in fair value of warrant liability | [1] | (62,099,708) | 2,826,228 | (19,520,931) | 5,000,031 | 3,494,207 | (1,955,798) | ||||||||||||||
Net (loss) income | $ (5,000) | $ (63,171,051) | $ 2,686,169 | $ (19,587,081) | $ 6,779,030 | $ 4,887,066 | $ (1,235,803) | $ (26,355) | |||||||||||||
Weighted average shares outstanding, basic and diluted (in Shares) | 6,382,980 | [2] | 8,625,000 | 8,625,000 | [2] | 8,625,000 | [2] | 8,625,000 | [2] | 8,625,000 | [2] | 8,625,000 | [2] | 8,625,000 | [2] | 6,382,980 | [2] | 8,625,000 | 8,437,500 | ||
Basic and diluted net (loss) income per ordinary share (in Dollars per share) | $ (7.33) | $ 0.31 | $ (2.28) | $ 0.55 | $ 0.38 | $ (0.24) | |||||||||||||||
Current assets | |||||||||||||||||||||
Cash and cash equivalents | $ 133,697 | $ 217,982 | $ 272,257 | $ 304,208 | $ 497,549 | $ 944,979 | $ 133,697 | $ 497,549 | $ 1,036,349 | ||||||||||||
Prepaid expenses | 59,330 | 341,445 | 370,443 | 403,712 | 431,294 | 168,309 | 59,330 | 431,294 | 179,900 | ||||||||||||
Total current assets | 193,027 | 559,427 | 642,700 | 707,920 | 928,843 | 1,113,288 | 193,027 | 928,843 | 1,216,249 | ||||||||||||
Cash and marketable securities held in Trust Account | 349,583,138 | 349,574,326 | 349,565,514 | 349,478,401 | 347,460,852 | 345,867,168 | 349,583,138 | 347,460,852 | 345,000,000 | ||||||||||||
Deferred offering costs | |||||||||||||||||||||
Total assets | 349,776,165 | 350,133,753 | 350,208,214 | 350,186,321 | 348,389,695 | 346,980,456 | 349,776,165 | 348,389,695 | 346,216,249 | ||||||||||||
Current Liabilities | |||||||||||||||||||||
Accounts payable and accrued expenses | 626,752 | 12,998 | 147,400 | 59,356 | 41,731 | 25,353 | 626,752 | 41,731 | 0 | ||||||||||||
Promissory note payable | |||||||||||||||||||||
Warrant liability | [3] | 97,181,794 | 35,082,086 | 37,908,314 | 18,387,385 | 23,387,415 | 26,881,621 | 97,181,794 | 23,387,415 | 26,425,984 | |||||||||||
Promissory note payable – related party | 300,000 | 200,000 | 300,000 | ||||||||||||||||||
Total current liabilities | 98,108,546 | 35,295,084 | 38,055,714 | 18,446,741 | 23,429,146 | 26,906,974 | 98,108,546 | 23,429,146 | 26,425,984 | ||||||||||||
Deferred underwriting fee payable | $ 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | |||||||||||
Total Liabilities | 110,183,546 | 47,370,084 | 50,130,714 | 30,521,741 | 35,504,146 | 38,981,974 | 110,183,546 | 35,504,146 | 38,500,984 | ||||||||||||
Ordinary shares subject to possible redemption | [4] | 349,583,138 | 349,574,326 | 349,565,514 | 349,478,401 | 347,460,852 | 345,867,168 | 349,583,138 | 347,460,852 | 345,000,000 | |||||||||||
Shareholders’ Equity (Deficit) | |||||||||||||||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares | |||||||||||||||||||||
Class A ordinary shares, $0.0001 par value | [5] | ||||||||||||||||||||
Class B ordinary shares, $0.0001 par value | 863 | 863 | 863 | 863 | 863 | 863 | 863 | 863 | 863 | ||||||||||||
Additional paid in capital | [6] | ||||||||||||||||||||
(Accumulated Deficit) | [7] | (109,991,382) | (46,811,520) | (49,488,877) | (29,814,684) | (34,576,166) | (37,869,549) | (109,991,382) | (34,576,166) | (37,285,598) | |||||||||||
Total Shareholders’ Equity (Deficit) | (109,990,519) | (46,810,657) | (49,488,014) | (29,813,821) | (34,575,303) | (37,868,686) | (109,990,519) | (34,575,303) | (37,284,735) | ||||||||||||
Total liabilities and stockholders’ equity | $ 349,776,165 | $ 350,133,753 | $ 350,208,214 | $ 350,186,321 | $ 348,389,695 | $ 346,980,456 | $ 349,776,165 | $ 348,389,695 | $ 346,216,249 | ||||||||||||
[1] | As restated amount includes change in fair value of warrant liability of $3,494207 and ($1,955,798) in Quarters 4 and 3, respectively. | ||||||||||||||||||||
[2] | Excludes an aggregate of up to 34,500,000 | ||||||||||||||||||||
[3] | As restated amount includes an additional $97,181,794, 35,082,086, $37,908,314, and 18,387,385 for the 4 th rd nd st | ||||||||||||||||||||
[4] | As restate amount includes an increase of $17,808,732, $16,728,581, $16,579,701 and $16,426,469 for the 4 th rd nd st | ||||||||||||||||||||
[5] | As restated amount includes a decrease of 160, 162 and 159 or the 4 th rd | ||||||||||||||||||||
[6] | As restated amount includes a decrease of $2,917,479, 4,310,339 and $5,049,201 or the 4 th rd | ||||||||||||||||||||
[7] | As restated amount includes a decrease of $36,657,666, $38,558,188 and $37,235,353 for the 4 th rd |