Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | indie Semiconductor, Inc. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | On November 22, 2021, we filed a registration statement with the Securities and Exchange Commission (the “SEC”), on Form S-1 (File No. 333-261269) (the “Registration Statement”). The Registration Statement was declared effective by the SEC on February 14, 2022 to initially register for resale by the selling stockholders identified in the prospectus an aggregate of 24,035,088 shares of our Class A common stock, par value $0.0001 per share. This post-effective amendment is being filed pursuant to the undertakings in Item 17 of the Registration Statement to (i) include information contained in the Registrant’s Current Report on Form 10-K that was filed with the SEC on April 8, 2022 and (ii) update certain other information in the Registration Statement.No additional securities are being registered under this post-effective amendment. All applicable registration and filing fees were paid at the time of the original filing of the Registration Statement on November 22, 2021. |
Entity Central Index Key | 0001841925 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||
Cash and cash equivalents | $ 219,081,000 | $ 18,698,000 | ||
Restricted cash | 383,000 | |||
Accounts receivable, net of allowance for doubtful accounts of $27 as of December 31, 2021 and $185 as of December 31, 2020 | 13,842,000 | 5,913,000 | ||
Inventory, net | 9,080,000 | 2,900,000 | ||
Prepaid expenses and other current assets | 5,648,000 | 2,465,000 | ||
Total current assets | 248,034,000 | 29,976,000 | ||
Property and equipment, net | 11,090,000 | 2,169,000 | ||
Intangible assets, net | 96,285,000 | 1,088,000 | ||
Goodwill | 115,206,000 | 1,739,000 | ||
Other assets and deposits | 270,000 | 154,000 | ||
Total assets | 470,885,000 | 35,126,000 | ||
Liabilities and stockholders’ equity | ||||
Accounts payable | 5,441,000 | 4,554,000 | ||
Accrued expenses and other current liabilities | 18,643,000 | 2,522,000 | ||
Intangible asset contract liability | 5,516,000 | 2,270,000 | ||
Deferred revenue | 1,840,000 | 1,665,000 | ||
Simple agreements for future equity (“SAFEs”) | 102,700,000 | |||
Current debt obligations | 2,275,000 | 8,488,000 | ||
Total current liabilities | 33,715,000 | 122,199,000 | ||
Long-term debt, net of current portion | 5,618,000 | 12,345,000 | ||
Warrant liability | 100,467,000 | |||
Intangible asset contract liability, net of current portion | 12,452,000 | 400,000 | ||
Deferred tax liabilities, non-current | 21,164,000 | |||
Other long-term liabilities | 5,612,000 | 1,674,000 | ||
Total liabilities | 179,028,000 | 136,618,000 | ||
Preferred stock, value | ||||
Additional paid-in capital | 514,891,000 | 43,155,000 | ||
Accumulated deficit | (200,416,000) | (153,264,000) | ||
Accumulated other comprehensive loss | (1,443,000) | (209,000) | ||
Total Shareholders’ Equity | 313,046,000 | (110,312,000) | ||
Noncontrolling interest | (21,189,000) | 8,820,000 | ||
Total stockholders’ equity (deficit) | 291,857,000 | (101,492,000) | ||
Shareholders’ Equity | ||||
Total liabilities and stockholders’ equity | 470,885,000 | 35,126,000 | ||
Thunder Bridge Acquisition II, Ltd. | ||||
Current assets: | ||||
Cash and cash equivalents | $ 75,728 | 133,695 | $ 497,549 | |
Total current assets | 168,791 | 193,025 | 928,843 | |
Total assets | 349,760,550 | 349,776,163 | 348,389,695 | |
Liabilities and stockholders’ equity | ||||
Total current liabilities | 59,585,407 | 98,108,544 | 23,429,146 | |
Total liabilities | 71,660,407 | 110,183,544 | 35,504,146 | |
Preferred stock, value | ||||
Additional paid-in capital | ||||
Accumulated deficit | (71,492,479) | (109,991,382) | (34,576,166) | |
Total Shareholders’ Equity | (71,491,616) | (109,990,519) | (34,575,303) | |
Current Liabilities | ||||
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 | ||
Deferred underwriting fee payable | 12,075,000 | 12,075,000 | 12,075,000 | |
Ordinary shares subject to possible redemption | 349,591,759 | 349,583,138 | 347,460,852 | |
Shareholders’ Equity | ||||
Total liabilities and stockholders’ equity | 349,760,550 | 349,776,163 | 348,389,695 | |
Current assets | ||||
Prepaid expenses | 93,063 | 59,330 | 431,294 | |
Other assets | ||||
Cash and marketable securities held in Trust Account | 349,591,759 | 349,583,138 | 347,460,852 | |
Class A Common Stock | ||||
Liabilities and stockholders’ equity | ||||
Common stock value | 11,000 | 3,000 | ||
Class A Common Stock | Thunder Bridge Acquisition II, Ltd. | ||||
Liabilities and stockholders’ equity | ||||
Common stock value | ||||
Class V Common Stock | ||||
Liabilities and stockholders’ equity | ||||
Common stock value | $ 3,000 | 3,000 | ||
Class B Common Stock | Thunder Bridge Acquisition II, Ltd. | ||||
Liabilities and stockholders’ equity | ||||
Common stock value | $ 863 | $ 863 | $ 863 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net of allowance for doubtful accounts (in Dollars) | $ 27 | $ 185 | ||
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. | ||||
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 | 111,260,962 | 38,255,490 | ||
Common stock, shares outstanding | 108,181,781 | 34,413,634 | ||
Class A Common Stock | Thunder Bridge Acquisition II, Ltd. | ||||
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 | |
Ordinary shares subject to possible redemption | 34,500,000 | 34,500,000 | 34,500,000 | |
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 | 30,448,081 | 33,373,294 | ||
Common stock, shares outstanding | 30,448,081 | 33,373,294 | ||
Class B Common Stock | Thunder Bridge Acquisition II, Ltd. | ||||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 13, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenue: | ||||||
Total revenue | $ 48,412,000 | $ 22,610,000 | ||||
Operating expenses: | ||||||
Cost of goods sold | 28,703,000 | 13,042,000 | ||||
Research and development | 58,117,000 | 22,013,000 | ||||
Selling, general, and administrative | 36,384,000 | 6,796,000 | ||||
Total operating expenses | 123,204,000 | 41,851,000 | ||||
Loss from operations | (74,792,000) | (19,241,000) | ||||
Other income (expense), net: | ||||||
Interest income | 49,000 | 25,000 | ||||
Interest expense | (1,239,000) | (2,193,000) | ||||
Gain (loss) from change in fair value of SAFEs | 21,600,000 | (76,935,000) | ||||
Gain (loss) from change in fair value of warrants | (26,060,000) | |||||
Gain (loss) from change in fair value of earn-out liabilities | (38,838,000) | (220,000) | ||||
Gain (loss) from extinguishment of debt | 304,000 | |||||
Other income (expense) | 42,000 | 229,000 | ||||
Total other expense, net | (44,142,000) | (79,094,000) | ||||
Net loss before income taxes | (118,934,000) | (98,335,000) | ||||
Income tax benefit (provision) | 327,000 | (29,000) | ||||
Net (loss) income | (118,607,000) | (98,364,000) | ||||
Less: Net loss attributable to noncontrolling interest | (30,563,000) | (866,000) | ||||
Net loss attributable to indie Semiconductor, Inc. | (88,044,000) | (97,498,000) | ||||
Net loss attributable to common shares – basic | (88,044,000) | (97,498,000) | ||||
Net loss attributable to common shares – diluted | $ (88,044,000) | $ (97,498,000) | ||||
Net loss per share attributable to common shares – basic (in Dollars per share) | $ (1.26) | $ (3.12) | ||||
Basic and diluted net income loss per ordinary share (in Dollars per share) | $ (1.26) | $ (3.12) | ||||
Weighted average shares outstanding, basic and diluted (in Shares) | [1] | 70,012,112 | 31,244,414 | |||
Weighted average common shares outstanding – diluted (in Shares) | [1] | 70,012,112 | 31,244,414 | |||
Thunder Bridge Acquisition II, Ltd.[Member] | ||||||
Operating expenses: | ||||||
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) | ||
Net loss per share attributable to common shares – basic (in Dollars per share) | $ 4.46 | $ 0.58 | $ 0.14 | $ (8.74) | ||
Basic and diluted net income loss per ordinary share (in Dollars per share) | $ 4.46 | $ 0.58 | $ 0.14 | $ (8.74) | ||
Weighted average shares outstanding, basic and diluted (in Shares) | [2] | 8,625,000 | 8,625,000 | 8,437,500 | 8,625,000 | |
Weighted average common shares outstanding – diluted (in Shares) | [2] | 8,625,000 | 8,625,000 | 8,437,500 | 8,625,000 | |
Formation costs and other operating expenses | $ 379,352 | $ 1,620,837 | ||||
Product revenue | ||||||
Revenue: | ||||||
Total revenue | $ 43,796,000 | 19,488,000 | ||||
Contract revenue | ||||||
Revenue: | ||||||
Total revenue | $ 4,616,000 | $ 3,122,000 | ||||
[1] | Retroactively restated to give effect to the reverse recapitalization. | |||||
[2] | excludes an aggregate of up to 34,500,000 and 34,500,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (118,607) | $ (98,364) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (1,365) | 158 |
Comprehensive loss | (119,972) | (98,206) |
Less: Comprehensive loss attributable to noncontrolling interest | (30,654) | (740) |
Comprehensive loss attributable to indie Semiconductor, Inc. | $ (89,318) | $ (97,466) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) and Noncontrolling Interest - USD ($) | Class AThunder Bridge Acquisition II, LtdCommon Stock | Class ACommon Stock | Class VCommon Stock | Class BThunder Bridge Acquisition II, LtdCommon Stock | Thunder Bridge Acquisition II, LtdAdditional Paid in Capital | Thunder Bridge Acquisition II, LtdRetained Earnings | Thunder Bridge Acquisition II, Ltd | Members’ Equity | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Deficit Attributable to indie Semiconductor, Inc. | Noncontrolling Interest | 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 | (34,576,166) | (34,576,166) | $ 41,468,000 | $ 577,000 | $ (55,766,000) | $ (241,000) | $ (13,962,000) | $ 3,380,000 | $ (10,582,000) | |||||||
Balance (in Shares) at Dec. 31, 2019 | 8,625,000 | 2,251,020 | |||||||||||||||
Balance – December 31, 2019 | $ 863 | (34,576,166) | (34,575,303) | ||||||||||||||
Balance – December 31, 2019 (in Shares) | 8,625,000 | ||||||||||||||||
Common stock subject to redemption | (2,017,548) | (6,779,026) | |||||||||||||||
Net income (loss) | 6,779,032 | 6,779,032 | |||||||||||||||
Balance at Mar. 31, 2020 | $ 863 | 4,998,800 | 5,000,007 | ||||||||||||||
Balance (in Shares) at Mar. 31, 2020 | 8,625,000 | ||||||||||||||||
Balance at Dec. 31, 2019 | $ 863 | (34,576,166) | (34,576,166) | $ 41,468,000 | 577,000 | (55,766,000) | (241,000) | (13,962,000) | 3,380,000 | (10,582,000) | |||||||
Balance (in Shares) at Dec. 31, 2019 | 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 | |||||||||||||||||
Vesting of equity awards (in Shares) | [1] | 882,908 | |||||||||||||||
Proceeds from sale of noncontrolling interest | 6,180,000 | 6,180,000 | |||||||||||||||
Issuance of Class H Units | 711,000 | 711,000 | 711,000 | ||||||||||||||
Issuance of Class H Units (in Shares) | [1] | 125,101 | |||||||||||||||
Issuance of Class G Units | 405,000 | 405,000 | 405,000 | ||||||||||||||
Common stock subject to redemption | (2,122,286) | (2,122,286) | |||||||||||||||
Net income (loss) | (73,292,930) | (73,292,930) | (97,498,000) | (97,498,000) | (866,000) | (98,364,000) | |||||||||||
Foreign currency translation adjustment | 32,000 | 32,000 | 126,000 | 158,000 | |||||||||||||
Balance at Dec. 31, 2020 | $ 3,000 | $ 3,000 | $ 863 | (109,991,382) | (109,990,519) | 43,155,000 | (153,264,000) | (209,000) | (110,312,000) | 8,820,000 | (101,492,000) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 34,413,634 | [1] | 33,373,294 | [1] | 8,625,000 | ||||||||||||
Common stock subject to redemption | (8,621) | ||||||||||||||||
Net income (loss) | 38,507,524 | 38,507,524 | |||||||||||||||
Balance at Mar. 31, 2021 | $ 863 | (71,492,479) | (71,482,995) | ||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 | ||||||||||||||||
Balance at Dec. 31, 2020 | $ 3,000 | $ 3,000 | $ 863 | $ (109,991,382) | $ (109,990,519) | 43,155,000 | (153,264,000) | (209,000) | (110,312,000) | 8,820,000 | (101,492,000) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 34,413,634 | [1] | 33,373,294 | [1] | 8,625,000 | ||||||||||||
Vesting of equity awards | |||||||||||||||||
Vesting of equity awards (in Shares) | [1] | 1,943,838 | |||||||||||||||
Share-based compensation | 22,905,000 | 22,905,000 | 22,905,000 | ||||||||||||||
Net income (loss) | (2,619,000) | (2,619,000) | (586,000) | (3,205,000) | |||||||||||||
Reverse recapitalization on June 10, 2021 | $ 6,000 | 251,229,000 | 251,235,000 | 251,235,000 | |||||||||||||
Reverse recapitalization on June 10, 2021 (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) | [1] | (378,605) | |||||||||||||||
Net loss after June 10, 2021 | (85,425,000) | (85,425,000) | (29,977,000) | (115,402,000) | |||||||||||||
Reclassification of earn-out liability | 158,517,000 | 158,517,000 | 158,517,000 | ||||||||||||||
Issuance per Exchange of Class V to Class A | (3,237,000) | (3,237,000) | 3,237,000 | ||||||||||||||
Issuance per Exchange of Class V to Class A (in Shares) | 3,379,290 | [1] | (3,379,290) | [1] | |||||||||||||
Issuance per Exchange of ADK LLC units to Class A | |||||||||||||||||
Issuance per Exchange of ADK LLC units to Class A (in Shares) | [1] | 55,601 | |||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options | (1,778,000) | (1,778,000) | (1,778,000) | ||||||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options (in Shares) | [1] | 796,590 | |||||||||||||||
Issuance per TeraXion acquisition | $ 1,000 | 81,275,000 | 81,276,000 | 1,165,000 | 82,441,000 | ||||||||||||
Issuance per TeraXion acquisition (in Shares) | [1] | 5,805,144 | |||||||||||||||
Release of shares previously held in escrow | $ 1,000 | (344,000) | (343,000) | 344,000 | 1,000 | ||||||||||||
Release of shares previously held in escrow (in Shares) | [1] | 1,725,000 | |||||||||||||||
Foreign currency translation adjustment | (1,274,000) | (1,274,000) | (91,000) | (1,365,000) | |||||||||||||
Balance at Dec. 31, 2021 | $ 11,000 | $ 3,000 | $ 514,891,000 | $ (200,416,000) | $ (1,443,000) | $ 313,046,000 | $ (21,189,000) | $ 291,857,000 | |||||||||
Balance (in Shares) at Dec. 31, 2021 | [1] | 108,181,781 | 30,448,081 | ||||||||||||||
[1] | Retroactively restated to give effect to the reverse recapitalization. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Deficit) and Noncontrolling Interest (Parentheticals) | 11 Months Ended |
Dec. 31, 2019shares | |
Class A | Thunder Bridge Acquisition II, Ltd | Common Stock | |
Net of underwriters discount and offering costs | 34,500,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net (loss) income | $ (118,607,000) | $ (98,364,000) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 5,967,000 | 2,652,000 | |||
Inventory impairment charges | 173,000 | 618,000 | |||
Share-based compensation | 22,905,000 | ||||
Amortization of discount and cost of issuance of debt | 198,000 | 249,000 | |||
Non-cash interest expense | 474,000 | ||||
Bad debts | (158,000) | 47,000 | |||
Accrued contingent consideration related to acquisition | 553,000 | ||||
(Gain) loss from change in fair value remeasurement of SAFEs | (21,600,000) | 76,935,000 | |||
(Gain) loss from change in fair value of warrants | 26,060,000 | ||||
(Gain) loss from change in fair value of contingent consideration and earn-out liability | 38,889,000 | ||||
(Gain) loss from extinguishment of debt | (304,000) | ||||
Deferred City Semi compensation | 500,000 | ||||
Deferred tax liabilities | (516,000) | ||||
Unrealized foreign currency transaction (gain) loss | (86,000) | ||||
Accounts receivable | (4,477,000) | (1,304,000) | |||
Inventory | (3,171,000) | 767,000 | |||
Accounts payable | (2,476,000) | (207,000) | |||
Accrued expenses and other current liabilities | 5,382,000 | (38,000) | |||
Deferred revenue | (837,000) | (1,821,000) | |||
Prepaid expenses and other current assets | (3,706,000) | (1,918,000) | |||
Other long-term liabilities | 45,000 | 139,000 | |||
Net cash used in operating activities | (55,819,000) | (21,218,000) | |||
Purchases of property and equipment | (2,682,000) | (637,000) | |||
Purchases of intangible assets | (1,388,000) | ||||
Payments for acquired software license | (134,000) | ||||
Business combinations, net of cash | (80,256,000) | ||||
Net cash used in investing activities | (84,326,000) | (771,000) | |||
Cash flows from investing activities: | |||||
Proceeds from issuance of SAFEs | 5,000,000 | 25,765,000 | |||
Proceeds from sale of noncontrolling interest | 6,180,000 | ||||
Proceeds from issuance of debt obligations | 775,000 | 6,112,000 | |||
Proceeds from reverse recapitalization | 377,663,000 | ||||
Issuance costs related to reverse recapitalization | (19,902,000) | ||||
Payments on debt obligations | (17,543,000) | (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) | ||||
Taxes paid related to net share settlement of vested equity awards | (1,844,000) | ||||
Proceeds from exercise of stock options | 66,000 | ||||
Net cash provided by financing activities | 340,646,000 | 33,474,000 | |||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 265,000 | 58,000 | |||
Net increase in cash, cash equivalents, and restricted cash | 200,766,000 | 11,543,000 | |||
Cash, cash equivalents, and restricted cash at beginning of period | $ 18,698,000 | $ 7,155,000 | 18,698,000 | 7,155,000 | |
Cash, cash equivalents, and restricted cash at end of period | $ 7,155,000 | 219,464,000 | 18,698,000 | ||
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 1,234,000 | 1,476,000 | |||
Supplemental disclosure of non-cash investing and financing activities: | |||||
Purchases of property and equipment, accrued but not paid | 240,000 | 161,000 | |||
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 | 17,820,000 | 509,000 | |||
Fair value of common stock issued for business combination | 82,441,000 | ||||
Contingent consideration for business combination | 4,000,000 | ||||
Future fixed cash consideration for business combination | 7,500,000 | ||||
Thunder Bridge Acquisition II, Ltd. | |||||
Cash flows from operating activities: | |||||
Net (loss) income | 38,507,524 | 6,779,032 | 3,619,908 | (73,292,930) | |
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 | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (33,733) | 27,582 | (431,294) | 371,964 | |
Accounts payable and accrued expenses | 406,282 | 17,624 | 41,733 | 585,021 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | |||||
Inventory impairment charges | |||||
Share-based compensation | |||||
Amortization of discount and cost of issuance of debt | |||||
Non-cash interest expense | |||||
Bad debts | |||||
Net cash used in operating activities | (695,374) | (193,341) | (768,913) | (663,852) | |
Investment of cash in Trust Account | (345,000,000) | ||||
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) | ||||
Cash flows from investing activities: | |||||
Net cash provided by financing activities | 637,407 | 346,266,462 | 300,000 | ||
Net increase in cash, cash equivalents, and restricted cash | (57,967) | (193,341) | 497,549 | (363,852) | |
Cash at the beginning of the period | 133,697 | 497,549 | 133,697 | 497,549 | |
Cash at the end of the period | 497,549 | 133,697 | |||
Cash, cash equivalents, and restricted cash at beginning of period | 133,695 | 497,549 | $ 133,695 | 497,549 | |
Cash, cash equivalents, and restricted cash at end of period | $ 75,728 | $ 304,208 | $ 497,549 | $ 133,695 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 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”) and its subsidiaries 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 Recent Acquisitions On October On October On October -based -out See Note 3 — Business Combinations for additional description of these acquisitions. Reverse Recapitalization with Thunder Bridge Acquisition II On June note (see Note 10 - Warrant Liability). 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.” Immediately prior to the Transaction, (i) the Company’s existing warrants to purchase the Company’s Cla ss G (ii) t ss B 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 -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 our 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 $43,463 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 consolidated statement of stockholders’ equity as of June Class V Common Stock 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 — — — — (21,575 ) Warrants liability — — — — (74,408 ) Reverse recapitalization on 60,441,289 $ 6 454,077 $ — $ 251,229 Risks and Uncertainties 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. Starting from the second half of fiscal year 2020, customer manufacturing facilities re -opened -party Basis of Presentation The 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 ASC and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of Ay Dee Kay, LLC, its wholly -owned -owned -than-wholly-owned | ||
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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | 2) Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 dates of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, management evaluates its estimates assumptions, including those related to (i) the collectability of accounts receivable; (ii) write -down -lived -based -to-cost -party Foreign Currency Certain of the Company’s self -sustaining -U For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency -denominated -denominated Other (income) expense, net -term Forward Exchange Contracts The Company’s forward exchange contracts, which are used to hedge anticipated U.S. dollar denominated sales and purchases as well as euro -denominated Other income (expense), net Consolidation The consolidated financial statements comprise the financial statements of the Company, its wholly owned subsidiaries, and subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. All significant intercompany accounts and transactions are eliminated in consolidation. The Company recognizes noncontrolling interest related to its less -than-wholly-owned Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non -emerging -Combination -affiliates -convertible -year Cash and Cash Equivalents Cash and cash equivalents are defined as short -term Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its PacWest Revolving Line of Credit and accumulated credit limit. Concentration of Credit Risk The Company deposits its cash with large financial institutions. At times, the Company’s cash balances with individual banking institutions will exceed the limits insured by the FDIC, however, the Company has not experienced any losses on such deposits. The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit history and generally does not require collateral. Credit losses, if any estimated, are provided for in the consolidated financial statements and consistently have been within management’s expectations. See Note 16 — Revenue — Concentrations. Fair Value Measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. In addition, a three -tiered Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, market observable information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other market observable data is limited, the extent to which judgment is applied in determining fair value is greatly increased. As a basis for considering such assumptions, a three -tier Level 1 — Valuations are based on unadjusted quoted prices in active markets that the Company has the ability to access for identical, unrestricted assets and do not involve any meaningful degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 — Valuations are based on direct and indirect observable inputs other than quoted market prices included in Level 1. Level 2 inputs include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, such as the terms of the security and market -based Level 3 — Valuations are based on techniques that use significant inputs that are unobservable. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s fair value measurements in each reporting period include cash equivalents, debt instruments, share -based -out -out Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker (“CODM”) is the Chief Executive Officer. The Company has multiple business activities and are managed and held accountable for operations, operating results and plans for levels or components below the consolidated unit level by individual segment managers. However, discrete financial information is not reviewed by CODM as the operating results of the Company are reviewed by the CODM only on a consolidated basis. Accordingly, the Company has one operating segment, and therefore, one reportable segment. Revenue Revenue is primarily derived from the design and sale of semiconductor solutions. Revenue is recognized within the scope of ASC 606, Revenue from Contracts with Customers. The Company recognizes product revenue in the consolidated statement of operations when it satisfies performance obligations under the terms of its contracts and upon transfer of control at a point in time when title transfers either upon shipment to or receipt by the customer as determined by the contractual shipping terms of the contract, net of accruals for estimated sales returns and allowances. Sales and other taxes the Company collects, if any, are excluded from revenue. Product revenue arrangements do not contain significant financing components. The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace manufacturing defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, such warranties are accounted for under ASC 460, Guarantees Engineering services contracts with customers contain only one distinct performance obligation, which is design services for integrated circuits (“ICs”) based on agreed upon specifications. Engineering services contracts typically also include the purchase, at the customer’s option, of ICs at agreed upon prices subsequent to completion of ICs design services. The Company has determined that the option to purchase ICs is not a material right and has not allocated transaction price to this provision. For ICs development arrangements, revenue is recognized over time as services are provided based on the terms of the contract on an input basis, using costs incurred as the measure of progress and is recorded as contract revenue in the consolidated statement of operations. The costs incurred represent the most reliable measure of transfer of control to the customer. Revenue is deferred for amounts billed or received prior to delivery of the services. ASC 606 requires disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the reporting periods presented. The guidance provides certain practical expedients that limit this requirement and, therefore, disclosure of the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed is not provided. The Company has elected not to disclose the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations for contracts where these criteria are met. The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that the benefit associated with the costs is expected to be longer than one year. Capitalizable contract costs were not significant as of both December The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. When shipping and handling costs are incurred after a customer obtains control of the products, the Company has elected to account for these as costs to fulfill the promise and not as a separate performance obligation. Shipping and handling costs associated with the distribution of products to customers are insignificant, but if incurred, are recorded in cost of goods sold generally when the related product is shipped to the customer. Cost of Goods Sold Cost of goods sold includes cost of materials and contract manufacturing services, including semiconductor wafers processed by third -party In addition to generating revenues from product shipments, the Company recognizes revenues related to certain engineering services contracts which help offset the costs of developing ICs for customers. The costs associated with fulfilling these contracts are expensed as incurred as research and development in the period incurred. Research and Development Costs Research and development expenses consist of costs incurred in performing product design and development activities including employee compensation and benefits, third -party -production Selling, General, and Administrative Costs Selling, general, and administrative costs include employee compensation and benefits for sales, executive management, finance, accounting, legal, human resources and other administrative personnel. In addition, it includes marketing and advertising, outside legal, tax and accounting services, insurance, and occupancy costs and related overhead costs allocated based on headcount. Selling, general, and administrative costs also include amortization of certain intangible assets acquired through business combinations. Selling, general, and administrative costs are expensed as incurred. Accounts Receivable Accounts receivable consist of amounts due primarily from customers for product sales and engineering services agreements. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company accounts for potential losses in accounts receivable utilizing the allowance method. The Company closely monitors outstanding accounts receivable and considers its knowledge of customers, historical losses, and current economic conditions in establishing the allowance for doubtful accounts. The Company did not have material write -offs Inventory, Net The Company values inventories at the lower of cost or net realizable value on a first -in -out -in -out -downs -moving -down -downs -downs Property and Equipment, Net The Company’s property and equipment primarily consist of lab equipment, production tooling and masks, equipment, furniture and fixtures, leasehold improvements, and computer hardware and software. Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight -line Production masks with discernible future benefits, namely that they will be used to manufacture products to service customer demand, are capitalized and amortized over the estimated useful life of four years. Production masks being used for research and development or testing do not meet the criteria for capitalization and are expensed as research and development costs. Intangible Assets, Net The Company’s intangible assets include intangible assets acquired from business combinations, intellectual property (“IP”) and software licensed from third parties. The majority of the intangible assets have finite lives, except for those related to in -progress -line Impairment of Long-Lived Assets The Company reviews its long -lived -lived Business Combinations The Company accounts for its business acquisitions under the ASC Topic 805, Business Combinations Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on October Significant judgment may be required when goodwill is assessed for impairment. Qualitative factors may be assessed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgement, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of fair value of each reporting unit. Warrant Liability The Company accounts for the public and private placement warrants issued in connection with the Transaction in accordance with ASC 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement Other income (expense), net Earn-out Liability The earn -out -out -out -classified -based -out -out Other income (expense), net Upon the achievement of the first earn -out -out Other income (expense), net The estimated fair value of the earn -out -out -free Share-Based Compensation The Company recognizes compensation expense for all share -based -based -line Share -based The determination of fair value of restricted and certain performance stock awards and units is based on the value of the Company’s stock on the date of grant with performance awards and units adjusted for the actual outcome of the underlying performance condition. Income Taxes As a result of the Transaction, indie Semiconductor, Inc. became the holding company for ADK LLC. ADK LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, ADK LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by ADK LLC is passed through to and included in the taxable income or loss of its members, including indie, based on its economic interest held in the partnership. indie is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand -alone Income taxes are recognized based upon our underlying annual blended federal, state and foreign income tax rates for the year. As the sole managing member of ADK LLC, indie Semiconductor, Inc. consolidates the financial results of ADK LLC and its subsidiaries. ADK LLC is treated as a partnership and therefore not subject to U.S. federal and most applicable state and local income tax. Any taxable income or loss generated by ADK LLC and its subsidiaries is passed through to and included in the taxable income or loss of its members, including indie Semiconductor, Inc., based on its economic interest held in ADK LLC. Further, indie Semiconductor Inc. is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand -alone -US The Company accounts for income taxes under the asset and liability method pursuant to ASC 740 for its corporate subsidiaries. Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized based on all available positive and negative evidence. As of December The Company recognizes liabilities for uncertain tax positions based on a two -step The Company records interest and penalties related to unrecognized tax benefits in its tax provision. As of December Comprehensive Loss Foreign currency translation adjustments of $(1,365) and $158 represent the difference between net loss and comprehensive loss for the year ended December Net Loss Per Share Attributable to Common Stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted -average -controlling 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 Management developed a cross -functional -party The Company has elected to apply the transition requirements on January -term -lease -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 December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes Income Taxes -12 Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update 2017 -04 Simplifying the Test for Goodwill Impairment In August 2020, the FASB issued ASU No. 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020 -06 ) -06 -converted -06 -06 In October 2021, the FASB issued ASU No. 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 Revenue from Contracts with Customers | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Summary of 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 |
Business Combinations
Business Combinations | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Line Items] | |||
Business Combinations | 3) Business Combinations The Company acquired City Semiconductor, Inc. (“City Semi”) in May 2020 and both TeraXion and On Design Israel in October 2021. These acquisitions were recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The fair values were based on management’s analysis, including work performed by third -party City Semi TeraXion OnDesign Purchase price – cash consideration $ 138 $ 74,050 $ 6,107 Add: debt paid at closing — 6,857 — Less: cash acquired — (5,625 ) (1,133 ) Net cash paid 138 75,282 4,974 Total equity consideration 711 82,441 — Purchase price – accrued cash consideration — — 7,500 Contingent consideration 1,180 — 4,000 Net consideration $ 2,029 $ 157,723 $ 16,474 Fair value of net assets and liabilities assumed: Current assets other than cash — 7,627 119 Property and equipment — 6,009 1,315 Intangible assets – Software license 139 — — Developed technology 369 43,594 5,077 In-progress research & development — 10,304 1,562 Customer relationships — 12,682 — Backlog — 2,378 — Trade name — 6,125 — Other non-current assets — — 66 Current liabilities (177 ) (5,840 ) (754 ) Deferred revenue (41 ) (1,025 ) — Deferred tax liabilities, non-current — (20,272 ) (1,578 ) Other non-current liabilities — — — Long-term debt — (7,580 ) — Total fair value of net assets acquired 290 54,002 5,807 Goodwill $ 1,739 $ 103,721 $ 10,667 Any changes in the estimated fair values of the net assets recorded for the business combination of TeraXion or On Design Israel upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Any subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. Trade receivables and payables, as well as other current and non -current Due to the fact that the acquisitions related to TeraXion and On Design Israel have just recently occurred in the current interim period, the magnitude of the transaction, and the significant information to be obtained and analyzed, some of which resides in foreign jurisdictions, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period, which is up to the point the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed, but in no case to exceed more than one year from the date of acquisition. As of April Acquisition of City Semiconductor, Inc On May -signal -speed -to-digital -to -intellectual Total purchase consideration transferred at closing included contingent consideration that had a fair value of $1,180 as of the acquisition date. 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 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 $980 as of December Other current liabilities Other long -term liabilities In connection with the 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 consolidated statement of operations on a straight -line 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 The amounts of revenue and earnings of City Semi included in the Company’s consolidated statement of operations from the acquisition date of May 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 Year ended Combined revenue $ 23,388 Combined net loss before income taxes (96,121 ) 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 On June Acquisition of TERAXION INC On August -owned -owned The aggregate purchase price of this acquisition is CAD$200,000 (the “Purchase Price”), which is payable 50% in cash and 50% in indie’s shares of Class A common stock, subject to various purchase price adjustments. Upon completion of the transaction, the total consideration paid for this acquisition consisted of (i) approximately $75,282 in cash (including debt paid at closing and net of cash acquired); (ii) the issuance by indie of 5,805,144 TeraXion is a market leader in the design and manufacture of innovative photonic components. The Company paid a premium (i.e. goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition accelerates indie’s vision of becoming a semiconductor and software level solutions provider for multiple sensor modalities spanning advanced driver -assistance The amounts of revenue and earnings of TeraXion included in the Company’s consolidated statement of operations from the acquisition date of October For the year ended December -related Selling, General and Administrative The unaudited pro forma financial information shown below summarizes the combined results of operations for the Company and TeraXion as if the closing of the acquisition had occurred on January Year ended December 31, 2021 December 31, 2020 Combined revenue $ 66,788 $ 43,783 Combined net loss before income taxes (126,350 ) (104,768 ) The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. Pro forma information reflects adjustments that are expected to have a continuing impact on the Company’s results of operations and are directly attributable to the acquisition. The unaudited pro forma results include adjustments to reflect, among other things, direct transaction costs relating to the acquisition, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset, and to eliminate a portion of the interest expense related to legacy TeraXion’s former loans, which were repaid upon completion of the acquisition. 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 Acquisition of ON Design Israel Ltd. On October Other current liabilities -owned The Company paid a premium (i.e. goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition brings the Company an engineering development team with broad experience in radar system implementation, which will accelerate indie’s entry into the radar market and enable the Company to capture strategic opportunities among Tier 1 customers. The goodwill is not expected to be deductible for tax purposes. For the year ended December -related Selling, General and Administrative Total purchase considerations transferred at closing also included contingent consideration that had a fair value of $4,000 as of the acquisition date. The maximum contingent consideration payable in connection with the acquisition is $7,500. The acquisition date fair value of the contingent considerations 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 (“Tapeout”) is payable, up to a maximum of $2,500, upon the achievement of tapeout of the product design within 30 Other long -term liabilities Pro forma financial information for the year ended December | ||
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, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 4) Inventory, Net Inventory, net consists of the following: December 31, 2021 2020 Raw materials $ 2,380 $ — Work-in-process 6,301 4,277 Finished goods 2,151 882 Inventory, gross 10,832 5,159 Less: Inventory reserves 1,752 2,259 Inventory, net $ 9,080 $ 2,900 During the years ended December -downs |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5) Property and Equipment, Net Property and equipment, net consists of the following: December 31, Useful life 2021 2020 (in years) Production tooling 4 $ 10,158 $ 3,925 Lab equipment 4 4,489 1,757 Office equipment 3–7 1,893 1,077 Leasehold improvements * 395 129 Construction in progress 256 — Property and equipment, gross 17,191 6,888 Less: Accumulated depreciation 6,101 4,719 Property and equipment, net $ 11,090 $ 2,169 * Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. The Company recognized depreciation expense of $1,198 and $947 for the years ended December Fixed assets not yet in service consist primarily of capitalized internal -use |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 6) Intangible Assets, Net Intangible assets, net consist of the following: December 31, 2021 December 31, 2020 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 6.7 $ 49,040 $ (1,374 ) $ 47,666 6.4 $ 369 $ (35 ) $ 334 Software licenses 2.5 23,297 (6,286 ) 17,011 0.6 4,391 (3,759 ) 632 Customer relationships 6.7 12,682 (365 ) 12,317 — — — Intellectual property licenses 1.5 1,736 (1,687 ) 49 1.7 1,736 (1,614 ) 122 Trade names 6.7 6,125 (182 ) 5,943 — — — Backlog 1.8 2,378 (239 ) 2,139 — — — Effect of exchange rate on gross carrying amount (631 ) — (631 ) — — — Intangible assets with finite 94,627 (10,133 ) 84,494 6,496 (5,408 ) 1,088 IPR&D 11,866 — 11,866 — — — Effect of exchange rate on gross carrying amount (75 ) — (75 ) — — — Total intangible assets with indefinite lives 11,791 — 11,791 — — — Total intangible assets $ 106,418 $ (10,133 ) $ 96,285 $ 6,496 $ (5,408 ) $ 1,088 The Company obtained software licenses which it uses for its research and development efforts related to its products. In fiscal 2021, the Company obtained additional software licenses. Further, the Company acquired developed technology, customer relationships, trade names, backlog, and IPR&D as a result of the business combinations. See Note 3 — Business Combinations for additional information. Intangible assets with finite lives are amortized on a straight -line Amortization of intangible assets for the years ended December Cost of goods sold, Research and development expenses, Selling, general and administrative expenses Based on the amount of definite -lived 2022 $ 17,538 2023 17,729 2024 13,021 2025 9,607 2026 9,607 Thereafter 16,992 Total $ 84,494 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7) Goodwill The following table sets forth the carrying amount and activity of goodwill as of December Amount Balance as of December 31, 2020 $ 1,739 Acquisitions (Note 3) 114,388 Effect of exchange rate on goodwill (921 ) Balance as of December 31, 2021 $ 115,206 Goodwill increased by $114,388 in fiscal 2021 due to acquisitions completed during the period. See Note 3 for a detailed discussion of goodwill acquired. The Company performed an impairment test of its goodwill as of the first day of the fourth fiscal quarter in accordance with its regularly scheduled testing. The results of this test indicated that the Company’s goodwill was not impaired. There were no other indicators of impairment noted during the fiscal year ended December 31, 2021. |
Warranties
Warranties | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
Warranties | 8) Warranties The Company’s warranty liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets as of December December 31, 2021 2020 Balance at the beginning of period $ 201 $ 192 Assumed warranty liability from acquisition 226 — Accruals for warranties issued 151 86 Warranty obligations satisfied during the period (25 ) (77 ) Balance at the end of period $ 553 $ 201 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9) Debt The following table sets forth the components of debt as of December December 31, 2021 2020 Principal Unamortized Carrying Principal Unamortized Carrying Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665 ) $ 11,335 Short term loans, due 2022 810 — 810 459 — 459 PPP loan, due 2022 — — — 1,868 — 1,868 Tropez convertible loan, due 2021 — — — 2,000 — 2,000 CIBC loan, due 2026 7,102 (19 ) 7,083 — — — Total term loans 7,912 (19 ) 7,893 16,327 (665 ) 15,662 Revolving line of credit — — — 1,675 — 1,675 Embry convertible debt, due 2021 — — — 3,607 (111 ) 3,496 Total debt $ 7,912 $ (19 ) $ 7,893 $ 21,609 $ (776 ) $ 20,833 The outstanding debt as of December December 31, 2021 2020 Current liabilities – Current debt obligations $ 2,275 $ 8,488 Noncurrent liabilities – Long-term debt net of current maturities 5,618 12,345 $ 7,893 $ 20,833 Embry Convertible Subordinated Notes Payable On December -month On December -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 converted 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 Accrued expenses and other current liabilities of $3,607 principal balance and accrued interest of $512. 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 As of December As of December 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 Trinity Term Loan In March 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 The new loan had a maturity date of October -of-term As of December e 14 — Stockhol 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 began, and payments increased to $391 per month with an effective interest rate of 15.8%. On June -of-term -of-term Short-Term Loans Wuxi On November -term twelve On October -term -term -entered -term -term On November -term As of December -term TeraXion In connection with the TeraXion acquisition, on October -term Tropez Note On January -day twelve -day 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 (the “CARES 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), will commence in 2021. 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 All or a portion of the PPP Loan may be forgiven by the SBA and lender upon application by the Company and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the applicable period beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non -payroll -time On May TeraXion Revolving Credit In connection with the acquisition of TeraXion on October The table below sets forth the components of interest expense for the years ended December December 31, 2021 2020 Interest expense on Trinity term loan: Contractual interest $ 719 $ 1,523 Amortization of discount and issuance cost 138 110 857 1,633 Interest expense on other debt obligations: Contractual interest 322 421 Amortization discount and issuance cost 60 139 382 560 Total interest expense $ 1,239 $ 2,193 The future maturities of the debt obligations are as follows: 2022 $ 2,275 2023 1,469 2024 1,469 2025 1,469 Thereafter 1,230 Total $ 7,912 |
Warrant Liability
Warrant Liability | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liability [Line Items] | |||
Warrant Liability | 10) 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 -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 statement of operations as change in fair value of warrants in 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 Number of Shares Exercise Price Redemption Price Expiration Date Classification Initial Fair Value 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 December | ||
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 |
Contingent and Earn-Out Liabili
Contingent and Earn-Out Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Contingent And Earn Out Liabilities [Abstract] | |
Contingent and Earn-Out Liabilities | 11) Contingent and Earn-Out Liabilities Earn-Out Milestones Certain of indie’s stockholders are entitled to receive up to 10,000,000 earn -out -out -out -out -out -trading -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 -out -term As of November -out -Out -out -classified -out -Out Additional paid -in capital -Out -40 Additional paid -in capital -Out Other income (expense), net As of December Contingent Consideration On May -term On October -term Other long -term liabilities Other income (expense), net See Note 3 — Business Combinations for additional information. |
Simple Agreements for Future Eq
Simple Agreements for Future Equity (“SAFEs”) | 12 Months Ended |
Dec. 31, 2021 | |
Simple Agreements for Future Equity (“SAFEs”) [Abstract] | |
Simple Agreements for Future Equity (“SAFEs”) | 12) Simple Agreements for Future Equity (“SAFEs”) During the year ended December -party -party In connection with the closing of the Transaction on June Other income (expense), net |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | |||
Fair Value Measurements | 13) Fair Value Measurements The Company’s debt instruments are recorded at their carrying values in its 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. At December The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 100,467 $ 100,467 ONDesign Israel Contingent Consideration – Tapeout $ — $ — $ 1,817 $ 1,817 ONDesign Israel Contingent Consideration – Design Win $ — $ — $ 2,222 $ 2,222 City Semi Contingent Consideration – Second Tranche $ — $ — $ 980 $ 980 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 City Semi Contingent Consideration – First Tranche $ — $ — $ 500 $ 500 City Semi Contingent Consideration – Second Tranche $ — $ — $ 900 $ 900 As of December Level 3 Disclosures SAFEs The SAFEs were valued using a probability -weighted In connection with the closing of the Transaction on June Warrants Warrants were valued using the Black -Scholes-Merton For the year ended December Contingent Earn-Outs Contingent earn -outs -out -out Additional paid -in capital -out The following table presents the significant unobservable inputs assumed for each of the fair value measurements: As of As of Liabilities: SAFEs Discount rate N/A 75 % Constant volatility factor N/A 40 % Geometric Brownian Motion N/A 0.98 Warrants Expected volatility 36.0 % N/A City Semi Contingent Consideration – First Tranche Discount rate N/A 10.3 % City Semi Contingent Consideration – Second Tranche Discount rate 10.8 % 10.3 % ONDesign Israel Contingent consideration – Tapeout Discount rate 4.37 % N/A ONDesign Israel Contingent consideration – Design Win Discount rate 4.37 % N/A Contingent earn-outs – second milestone Constant volatility factor 40 % N/A | ||
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 | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity [Line Items] | |||
Stockholders' Equity | 14) Stockholders’ Equity Post Transaction Stockholders’ Equity In connection with the closing of the Transaction on June As of June 10, 2021 Member Units Outstanding Class A Common Stock Class V Common Stock 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 As of June 10, 2021 As of December 31, 2020 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 The Company reserved 185,000 Class A units and 100,000 Class C units in connection with the convertible notes described in Note 9 — 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 17 — Share -Based On July On July 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 9 — 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 (see Note 21 — Commitments and Contingencies). On October Following the Company’s announcement of the Master Transactions Agreement (“MTA”), PacWest issued a letter dated February 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 3 — Business Combinations. The rights and privileges of the holders of the equity units are as follows: Liquidation Rights and Distributions with Respect to Liquidity Event Rights The Company’s Operating Agreement outlines the liquidation and other preferential rights granted to holders of Class C, D, E, F, G and H units. These rights include preferential treatment in the case of an extraordinary distribution by the Company to its members (not including any distribution of units), a sale of the Company, a liquidation event or unwind of the Company. The distribution provisions are complex and depend on the amount of proceeds to be distributed. In the scenario where the proceeds are sufficient to return the capital investment of each class and provide greater than another 50% of the capital investment of each class on a participating basis, then Class F as the most senior preference and would be entitled to the amount of the original issue price of the Class F Units, followed by Classes E, D, and C in that order, each in the respective amount of the original issue price of its units, followed by Class H and G up to the original issue price. The remaining amounts available to be distributed are shared among all of the classes of Units (except for Class G) according to their fully diluted percentages. If distribution proceeds are not sufficient to return the capital investment of each class and provide greater than another 50% of the capital investment of each class on a participating basis, then, the Operating Agreement provides numerous distribution waterfalls that are designed to achieve the rights of each class in each scenario based on the specific amount of proceeds. Generally, if a preferred class would receive through a fixed preference of 150% of its capital as compared to 100% of its capital plus its participation in the residual tranche, then the preferred class would receive up to 150% of its capital with no participation. Class A and Class B receive distributions only in the residual tranche to the extent proceeds remain after the preferences. Conversion Rights Each unit of Classes C, D, E, F, G and H shall be convertible, at the option of the holder thereof, into such number of fully paid and nonassessable Class A units as is determined by dividing the original issue price for the units of Classes C, D, E, F, G or H as applicable, by the conversion price (original issue price) applicable to such Class C, D, E, F, G and H unit in effect on the conversion date. Additionally, each Class C, D, E, F, G, or H unit shall automatically be converted into Class A units at the Conversion Price applicable to such units of Classes C, D, E, F, G or H immediately upon the Company’s sale of its securities in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act in which (i) the public offering per unit price is not less than $180.53 (adjusted for splits and reverse splits and other adjustments of Class F Units) and (ii) the anticipated aggregate offering price is at least $200,000. The conversion price shall be the initial issuance price as adjusted for any antidilution provisions as defined in the operating agreement. Voting Rights Each Class A unit shall be entitled to one point four seven (1.47) votes per Class A unit. This ratio is revised from time to time to equal (X) divided by (Y), where (X) equals the sum of (i) the Class A units issued to the initial members and their successors and assigns plus (ii) the total number of authorized B units and G units, and (Y) equals the total number of Class A units issued to the initial members and their successors and assigns. Holders of Class B units shall not be entitled to vote except as otherwise required by law. Each holder of Class C, D, E, and F units shall be entitled one vote per Class A unit into which such Class C, D, E, and F units are convertible. Holders of Class G and H units shall not be entitled to vote except as otherwise required by law or in the event the holders of Class G or H units convert their units to Class A units as in the operating agreement. | ||
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 | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 15) Noncontrolling Interest ADK Minority Holders In connection with the closing of the Transaction on June In connection with the Transaction, the Company issued to certain members of ADK LLC an aggregate of 33,827,371 Noncontrolling Interest in Wuxi ADK LLC held 50% ownership in Wuxi as of December -owned -controlling |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue [Abstract] | |
Revenue | 16) 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 years ended December Year Ended December 31, 2021 2020 United States $ 11,313 $ 4,281 Greater China 25,973 14,297 Latin America 5,192 1,530 Rest of Asia Pacific 1,006 1,478 Europe 4,928 1,024 Total $ 48,412 $ 22,610 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 December December 31, 2021 2020 Deferred revenue $ 1,840 $ 1,665 As of December Deferred revenue During the year ended December Revenue related to remaining performance obligations represents the amount of contracted development arrangements that has not been recognized, which includes deferred revenue on the consolidated balance sheet and unbilled amounts that will be recognized as revenue in future periods. As of December twelve Concentrations As identified below, some of our customers accounted for more than 10% of the Company’s total revenue for the years ended December December 31, 2021 2020 Customer A 39.0 % 57.0 % Customer B 4.6 % 12.9 % The loss of these customers would have a material impact on the Company’s consolidated financial results. The largest customer represented 31% of accounts receivable as of December |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 17) Share-Based Compensation At the closing of the Transaction on June -based 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 The Company accounts for share -based -employees -10 Compensation — Stock Compensation -line Since inception of the 2021 Plan, equity awards granted are in the form of restrictive stock units (“RSU”). These RSUs primarily have a four -year Historical 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 -year Prior to the consummation of the Transaction, the grant date fair value of the Class B units was determined using the Monte Carlo simulation. The significant assumptions used in valuation include the constant risk -free December 31, 2020 Risk-free rate 1.5 % Volatility factor 54.0 % Geometric Brownian Motion 0.853 The Profit Interests are equity -classified -substance Phantom Units On January four -year -year These Phantom Units are equity -classified Unvested Earn-out Shares A portion of the earn -out -out -out -out -classified -out -out -out 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 December 31, 2021 2020 Research and development $ 9,721 $ — Selling, general, and administrative 13,184 — Total $ 22,905 $ — The following table sets forth the changes in the Company’s outstanding aforementioned equity awards for the years ended December Number of Shares Weighted average fair value Shares Retained Minimum Withholding Nonvested shares as of December 31, 2019 1,709,478 $ 0.09 Granted 3,358,240 $ 3.28 Vested (882,872 ) $ 0.55 — Forfeited (343,024 ) $ 0.09 Nonvested shares as of December 31, 2020 3,841,822 $ 2.61 Granted 6,237,471 $ 9.00 Vested (3,070,760 ) $ 4.17 153,636 Forfeited (337,026 ) $ 4.04 Nonvested shares as of December 31, 2021 6,671,507 $ 7.79 As of December -average TeraXion Option Plan On October -year -based The following table sets forth the changes in the Company’s outstanding options for the year ended December Options Weighted- Weighted- Aggregate Outstanding at December 31, 2020 — $ — Assumed from acquisition 1,542,332 $ 0.23 Exercised (92,251 ) $ 0.71 Forfeited or expired — $ — Outstanding at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Exercisable at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Vested or expected to vest 1,450,081 $ 0.20 5.93 $ 17,095 |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 18) Net Loss per Common Share Basic and diluted net loss per common share was calculated as follows: Year Ended December 31, 2021 2020 Numerator: Net loss $ (118,607 ) $ (98,364 ) Less: Net loss attributable to noncontrolling interest (30,563 ) (866 ) Net loss attributable to indie Semiconductor, Inc. $ (88,044 ) $ (97,498 ) Net loss attributable to common shares – dilutive $ (88,044 ) $ (97,498 ) Denominator: Weighted average shares outstanding – basic 70,012,112 31,244,414 Weighted average common shares outstanding – diluted 70,012,112 31,244,414 Net loss per share attributable to common shares – basic $ (1.26 ) $ (3.12 ) Net loss per share attributable to common shares – diluted $ (1.26 ) $ (3.12 ) On June 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 share as the effect would be to reduce the net loss per share. For the years ended December Year Ended December 31, 2021 2020 SAFEs — 4,711,711 Unvested Class B units 1,612,797 3,841,856 Unvested Phantom units 1,188,862 — Unvested Restricted stock units 3,869,848 — Convertible preferred units — 35,935,292 Warrants to purchase Class G units — 267,939 Convertible debt into Class A and preferred units — 285,000 Convertible Class V common shares 30,448,081 — Public warrants for the purchase of Class A common shares 17,250,000 — Private warrants for the purchase of Class A common shares 10,150,000 — Earn-out Shares 10,000,000 — Escrow Shares 1,725,000 — 76,244,588 45,041,798 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19) Income Taxes The components of loss before income taxes for the years ended December Year Ended December 31, 2021 2020 United States $ (117,761 ) $ (96,544 ) Foreign (1,173 ) (1,791 ) Total $ (118,934 ) $ (98,335 ) The components of the provision for income taxes for the years ended December Year Ended December 31, 2021 2020 Current expense: Federal $ — $ — State 8 — Foreign 181 18 Total current expense: $ 189 $ 18 Deferred expense: Federal $ — $ — State — — Foreign (516 ) 11 Total deferred expense: $ (516 ) $ 11 Total income tax expense $ (327 ) $ 29 The components of deferred tax assets / (liabilities) as of December December 31, 2021 2020 Reserves and accruals $ 310 $ 114 Investment in Ay Dee Kay, LLC 41,788 — Net operating loss (“NOL”) carryforwards 11,493 1,071 Total Deferred Tax Assets before Valuation Allowance 53,591 1,185 Valuation Allowance (53,430 ) (1,040 ) Deferred Tax Assets – net of Valuation Allowance 161 145 Fixed Assets $ (56 ) $ (33 ) Intangibles (21,269 ) (145 ) Total Deferred Tax Liabilities (21,325 ) (178 ) Net Deferred Tax Liabilities $ (21,164 ) $ (33 ) Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020, are as follows: 2021 2020 Valuation Allowance as on January 1 st $ 1,040 $ 617 Increases recorded to tax provision 52,390 423 Decreases recorded as a benefit to income tax provision — — Valuation Allowance as on December 31 st $ 53,430 $ 1,040 As of December 31, 2021, the Company has $11,037 of deferred tax assets in domestic NOLs. This was composed of U.S. Federal NOLs of $37,791, which have an indefinite carry -forward -forward -year -forward At December 31, 2021, the Company also has a foreign R&D Tax Credits in Canada in the amount of $895, which have a carry -forward In evaluating its ability to realize its net deferred tax assets, the Company considered all available positive and negative evidence, such as past operating results, forecasted earnings, prudent and feasible tax planning strategies, and the future realization of the tax benefits of existing temporary differences in accordance with the relevant accounting guidance under ASC 740. The Company has concluded that it is not possible to reasonably quantify future taxable income. Further, when considering its history of generating net operating losses, management concluded that it is more likely than not that some or all of the Company’s domestic deferred assets will not be realized and has established a full valuation allowance for U.S. domestic deferred tax assets. A similar conclusion regarding China and Hong Kong operations conducted through Wuxi and its subsidiaries have been reached. As a result, the Company continues to maintain a full valuation allowance as of December The Company does not provide for foreign income and withholding, U.S. Federal, or state income taxes expense or tax benefits for the difference between the financial reporting basis over the tax basis of its investments in foreign subsidiaries to the extent such amounts are indefinitely reinvested to support operations and continued growth plans outside the U.S. The Company reviews its indefinite reinvestment assertion on a quarterly basis and evaluates its plans for reinvestment. This includes a review of the Company’s ability to control repatriation, its ability to mobilize funds without triggering basis differences, and the profitability of U.S. operations, their cash requirements and the need, if any, to repatriate funds. If the Company’s intent and ability with respect to reinvestment of earnings of non -U -2020 -2020 A reconciliation of the federal statutory income tax rate to the effective tax rate for the years ended December December 31, 2021 2020 Income tax provision at U.S. statutory federal rate $ (25,509 ) $ (20,650 ) State income tax provision, net of federal income tax effect (5,891 ) — Foreign taxes provision 22 (72 ) Noncontrolling interest 6,764 — Valuation allowance reductions (increases) 24,150 470 Research and other tax credits (270 ) (37 ) Tax benefits on vested and exercised equity awards 404 — Partnership/non-taxable income — 20,512 Other 3 (194 ) Provision for income taxes $ (327 ) $ 29 The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for the jurisdictions in which it operates or does business in. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company records tax positions as liabilities and adjusts these liabilities when its judgement changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December The Company records interest and penalties related to unrecognized tax benefits in provision of income taxes. As of December The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates and is subject to examinations by the various jurisdictions where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from 2018 to 2020 for Federal purposes and from 2017 to 2020 for California. Foreign tax statutes are generally three to five years. The company’s significant foreign taxing jurisdiction are Canada, UK, Hungary, China and Israel. The limitations periods in these jurisdictions are four-, one-, five-, three- and four -years |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | 20) Supplemental Financial Information Accrued expenses and other current liabilities consist of the following: December 31, 2021 2020 Accrued payroll and employee benefits $ 4,021 $ 107 Accrued purchase consideration from business combinations 7,500 500 City Semi deferred compensation 833 — Accrued interest — 785 Other (1) 6,289 1,130 Accrued expenses and other current liabilities $ 18,643 $ 2,522 (1) Amount represents accruals for various operating expenses such as professional fees, open purchase orders, royalties and other estimates that are expected to be paid within the next 12 months. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Line Items] | |||
Commitments and Contingencies | 21) 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. In connection with a credit facility amendment executed with PacWest on August 9, 2017, the Company agreed to issue the bank warrants to acquire Membership Units. In 2018, the Company and the bank agreed that 3,388 warrants would be issued at a strike price of $35.42 per unit, which was subsequently reflected in the Company’s books and records. Following the Company’s announcement of the Master Transactions Agreement (“MTA”), on February Lease Commitments The Company’s lease arrangements consist primarily of corporate and manufacturing facility agreements. The leases expire at various dates through 2028, some of which include options to extend the lease term. The options with the longest potential total lease term consist of options for extension of up to five years following expiration of the original lease term. All of the leases are operating leases. The Company is headquartered in Aliso Viejo, California and has various research and design centers, sales support offices, and manufacturing facilities throughout the world. The key lease terms for the principal locations are summarized below: In July 2015, the Company entered into a five -year -based In October 2015, the Company entered into a five -year -lease In October 2017, the Company entered into a 26 -month In May 2021, the Company entered into a seven -year In October 2021, the Company entered into a five -year In October 2021, the Company acquired TeraXion and assumed its existing operating lease for an office building and a warehouse in Quebec City, Canada. Rent for the associated office is payable at approximately $38 per month. The lease will expire on May The total monthly rent for the remainder locations of the Company around the world is not material. Rent expense is recognized on a straight -lined Year Ended December 31, 2021 2020 Research and development. $ 966 $ 1,381 Selling, general, and administrative 252 551 Cost of goods sold 24 — Total $ 1,242 $ 1,932 The following table summarizes the future minimum lease payments due under operating leases as of December 2022 $ 1,869 2023 1,674 2024 1,303 2025 1,177 2026 1,201 Thereafter 1,686 Total $ 8,910 Royalty Agreement The Company has entered into license agreements to use certain technology within its design and manufacture of its products. The agreements require royalty fees for each semiconductor sold using the licensed technology. Total royalty expense incurred in connection with these contracts during the years ended December 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 with respect to the years ended December | ||
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. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Information | 22) Geographical Information Long -lived December 31, 2021 2020 Canada $ 5,802 $ — United States 2,786 1,718 Israel 1,297 — China 843 272 Rest of world 362 179 Total $ 11,090 $ 2,169 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23) Subsequent Events For its consolidated financial statements as of December Acquisition of Symeo GmbH On October -based -out The transaction costs associated with the acquisition for the year ended December The Company expects to account for the acquisition of Symeo as a business combination 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. |
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. |
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) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 dates of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, management evaluates its estimates assumptions, including those related to (i) the collectability of accounts receivable; (ii) write -down -lived -based -to-cost -party | ||
Foreign Currency | Foreign Currency Certain of the Company’s self -sustaining -U For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency -denominated -denominated Other (income) expense, net -term | ||
Derivative Financial Instruments | Forward Exchange Contracts The Company’s forward exchange contracts, which are used to hedge anticipated U.S. dollar denominated sales and purchases as well as euro -denominated Other income (expense), net | ||
Consolidation | Consolidation The consolidated financial statements comprise the financial statements of the Company, its wholly owned subsidiaries, and subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. All significant intercompany accounts and transactions are eliminated in consolidation. The Company recognizes noncontrolling interest related to its less -than-wholly-owned | ||
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non -emerging -Combination -affiliates -convertible -year | ||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are defined as short -term | ||
Restricted Cash | Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its PacWest Revolving Line of Credit and accumulated credit limit. | ||
Concentration of Credit Risk | Concentration of Credit Risk The Company deposits its cash with large financial institutions. At times, the Company’s cash balances with individual banking institutions will exceed the limits insured by the FDIC, however, the Company has not experienced any losses on such deposits. The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit history and generally does not require collateral. Credit losses, if any estimated, are provided for in the consolidated financial statements and consistently have been within management’s expectations. See Note 16 — Revenue — Concentrations. | ||
Fair Value Measurements (restated) | Fair Value Measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. In addition, a three -tiered Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, market observable information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other market observable data is limited, the extent to which judgment is applied in determining fair value is greatly increased. As a basis for considering such assumptions, a three -tier Level 1 — Valuations are based on unadjusted quoted prices in active markets that the Company has the ability to access for identical, unrestricted assets and do not involve any meaningful degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 — Valuations are based on direct and indirect observable inputs other than quoted market prices included in Level 1. Level 2 inputs include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, such as the terms of the security and market -based Level 3 — Valuations are based on techniques that use significant inputs that are unobservable. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s fair value measurements in each reporting period include cash equivalents, debt instruments, share -based -out -out | ||
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker (“CODM”) is the Chief Executive Officer. The Company has multiple business activities and are managed and held accountable for operations, operating results and plans for levels or components below the consolidated unit level by individual segment managers. However, discrete financial information is not reviewed by CODM as the operating results of the Company are reviewed by the CODM only on a consolidated basis. Accordingly, the Company has one operating segment, and therefore, one reportable segment. | ||
Revenue | Revenue Revenue is primarily derived from the design and sale of semiconductor solutions. Revenue is recognized within the scope of ASC 606, Revenue from Contracts with Customers. The Company recognizes product revenue in the consolidated statement of operations when it satisfies performance obligations under the terms of its contracts and upon transfer of control at a point in time when title transfers either upon shipment to or receipt by the customer as determined by the contractual shipping terms of the contract, net of accruals for estimated sales returns and allowances. Sales and other taxes the Company collects, if any, are excluded from revenue. Product revenue arrangements do not contain significant financing components. The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace manufacturing defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, such warranties are accounted for under ASC 460, Guarantees Engineering services contracts with customers contain only one distinct performance obligation, which is design services for integrated circuits (“ICs”) based on agreed upon specifications. Engineering services contracts typically also include the purchase, at the customer’s option, of ICs at agreed upon prices subsequent to completion of ICs design services. The Company has determined that the option to purchase ICs is not a material right and has not allocated transaction price to this provision. For ICs development arrangements, revenue is recognized over time as services are provided based on the terms of the contract on an input basis, using costs incurred as the measure of progress and is recorded as contract revenue in the consolidated statement of operations. The costs incurred represent the most reliable measure of transfer of control to the customer. Revenue is deferred for amounts billed or received prior to delivery of the services. ASC 606 requires disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of the reporting periods presented. The guidance provides certain practical expedients that limit this requirement and, therefore, disclosure of the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed is not provided. The Company has elected not to disclose the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations for contracts where these criteria are met. The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that the benefit associated with the costs is expected to be longer than one year. Capitalizable contract costs were not significant as of both December The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. When shipping and handling costs are incurred after a customer obtains control of the products, the Company has elected to account for these as costs to fulfill the promise and not as a separate performance obligation. Shipping and handling costs associated with the distribution of products to customers are insignificant, but if incurred, are recorded in cost of goods sold generally when the related product is shipped to the customer. | ||
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes cost of materials and contract manufacturing services, including semiconductor wafers processed by third -party In addition to generating revenues from product shipments, the Company recognizes revenues related to certain engineering services contracts which help offset the costs of developing ICs for customers. The costs associated with fulfilling these contracts are expensed as incurred as research and development in the period incurred. | ||
Research and Development Costs | Research and Development Costs Research and development expenses consist of costs incurred in performing product design and development activities including employee compensation and benefits, third -party -production | ||
Selling, General, and Administrative Costs | Selling, General, and Administrative Costs Selling, general, and administrative costs include employee compensation and benefits for sales, executive management, finance, accounting, legal, human resources and other administrative personnel. In addition, it includes marketing and advertising, outside legal, tax and accounting services, insurance, and occupancy costs and related overhead costs allocated based on headcount. Selling, general, and administrative costs also include amortization of certain intangible assets acquired through business combinations. Selling, general, and administrative costs are expensed as incurred. | ||
Accounts Receivable | Accounts Receivable Accounts receivable consist of amounts due primarily from customers for product sales and engineering services agreements. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company accounts for potential losses in accounts receivable utilizing the allowance method. The Company closely monitors outstanding accounts receivable and considers its knowledge of customers, historical losses, and current economic conditions in establishing the allowance for doubtful accounts. The Company did not have material write -offs | ||
Inventory, Net | Inventory, Net The Company values inventories at the lower of cost or net realizable value on a first -in -out -in -out -downs -moving -down -downs -downs | ||
Property and Equipment, Net | Property and Equipment, Net The Company’s property and equipment primarily consist of lab equipment, production tooling and masks, equipment, furniture and fixtures, leasehold improvements, and computer hardware and software. Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight -line Production masks with discernible future benefits, namely that they will be used to manufacture products to service customer demand, are capitalized and amortized over the estimated useful life of four years. Production masks being used for research and development or testing do not meet the criteria for capitalization and are expensed as research and development costs. | ||
Intangible Assets, Net | Intangible Assets, Net The Company’s intangible assets include intangible assets acquired from business combinations, intellectual property (“IP”) and software licensed from third parties. The majority of the intangible assets have finite lives, except for those related to in -progress -line | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long -lived -lived | ||
Business Combinations | Business Combinations The Company accounts for its business acquisitions under the ASC Topic 805, Business Combinations | ||
Goodwill | Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on October Significant judgment may be required when goodwill is assessed for impairment. Qualitative factors may be assessed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgement, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of fair value of each reporting unit. | ||
Warrant Liability | Warrant Liability The Company accounts for the public and private placement warrants issued in connection with the Transaction in accordance with ASC 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement Other income (expense), net | ||
Earn-out Liability | Earn-out Liability The earn -out -out -out -classified -based -out -out Other income (expense), net Upon the achievement of the first earn -out -out Other income (expense), net The estimated fair value of the earn -out -out -free | ||
Share-Based Compensation | Share-Based Compensation The Company recognizes compensation expense for all share -based -based -line Share -based The determination of fair value of restricted and certain performance stock awards and units is based on the value of the Company’s stock on the date of grant with performance awards and units adjusted for the actual outcome of the underlying performance condition. | ||
Income Taxes | Income Taxes As a result of the Transaction, indie Semiconductor, Inc. became the holding company for ADK LLC. ADK LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, ADK LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by ADK LLC is passed through to and included in the taxable income or loss of its members, including indie, based on its economic interest held in the partnership. indie is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand -alone Income taxes are recognized based upon our underlying annual blended federal, state and foreign income tax rates for the year. As the sole managing member of ADK LLC, indie Semiconductor, Inc. consolidates the financial results of ADK LLC and its subsidiaries. ADK LLC is treated as a partnership and therefore not subject to U.S. federal and most applicable state and local income tax. Any taxable income or loss generated by ADK LLC and its subsidiaries is passed through to and included in the taxable income or loss of its members, including indie Semiconductor, Inc., based on its economic interest held in ADK LLC. Further, indie Semiconductor Inc. is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of ADK LLC, as well as any stand -alone -US The Company accounts for income taxes under the asset and liability method pursuant to ASC 740 for its corporate subsidiaries. Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized based on all available positive and negative evidence. As of December The Company recognizes liabilities for uncertain tax positions based on a two -step The Company records interest and penalties related to unrecognized tax benefits in its tax provision. As of December | ||
Comprehensive Loss | Comprehensive Loss Foreign currency translation adjustments of $(1,365) and $158 represent the difference between net loss and comprehensive loss for the year ended December | ||
Net Income Per Ordinary Share | Net Loss Per Share Attributable to Common Stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted -average -controlling | ||
Recent Accounting Pronouncements | 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 Management developed a cross -functional -party The Company has elected to apply the transition requirements on January -term -lease -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 December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes Income Taxes -12 Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update 2017 -04 Simplifying the Test for Goodwill Impairment In August 2020, the FASB issued ASU No. 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020 -06 ) -06 -converted -06 -06 In October 2021, the FASB issued ASU No. 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 Revenue from Contracts with Customers | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
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. | |
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 | |
Emerging Growth Company | 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 | 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 | |
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. | |
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. | |
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. | ||
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. | |
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 | |
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. | |
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. | |
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. | |
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. | |
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 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of condensed consolidated statement of stockholders’ equity | Class V Common Stock 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 — — — — (21,575 ) Warrants liability — — — — (74,408 ) Reverse recapitalization on 60,441,289 $ 6 454,077 $ — $ 251,229 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | ||
Summary of 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 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions, by acquisition | City Semi TeraXion OnDesign Purchase price – cash consideration $ 138 $ 74,050 $ 6,107 Add: debt paid at closing — 6,857 — Less: cash acquired — (5,625 ) (1,133 ) Net cash paid 138 75,282 4,974 Total equity consideration 711 82,441 — Purchase price – accrued cash consideration — — 7,500 Contingent consideration 1,180 — 4,000 Net consideration $ 2,029 $ 157,723 $ 16,474 Fair value of net assets and liabilities assumed: Current assets other than cash — 7,627 119 Property and equipment — 6,009 1,315 Intangible assets – Software license 139 — — Developed technology 369 43,594 5,077 In-progress research & development — 10,304 1,562 Customer relationships — 12,682 — Backlog — 2,378 — Trade name — 6,125 — Other non-current assets — — 66 Current liabilities (177 ) (5,840 ) (754 ) Deferred revenue (41 ) (1,025 ) — Deferred tax liabilities, non-current — (20,272 ) (1,578 ) Other non-current liabilities — — — Long-term debt — (7,580 ) — Total fair value of net assets acquired 290 54,002 5,807 Goodwill $ 1,739 $ 103,721 $ 10,667 |
Schedule of pro forma financial information | Year ended Combined revenue $ 23,388 Combined net loss before income taxes (96,121 ) Year ended December 31, 2021 December 31, 2020 Combined revenue $ 66,788 $ 43,783 Combined net loss before income taxes (126,350 ) (104,768 ) |
Inventory, Net (Tables)
Inventory, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of components of net inventories | Inventory, net consists of the following: December 31, 2021 2020 Raw materials $ 2,380 $ — Work-in-process 6,301 4,277 Finished goods 2,151 882 Inventory, gross 10,832 5,159 Less: Inventory reserves 1,752 2,259 Inventory, net $ 9,080 $ 2,900 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, Useful life 2021 2020 (in years) Production tooling 4 $ 10,158 $ 3,925 Lab equipment 4 4,489 1,757 Office equipment 3–7 1,893 1,077 Leasehold improvements * 395 129 Construction in progress 256 — Property and equipment, gross 17,191 6,888 Less: Accumulated depreciation 6,101 4,719 Property and equipment, net $ 11,090 $ 2,169 * Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | December 31, 2021 December 31, 2020 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Developed technology 6.7 $ 49,040 $ (1,374 ) $ 47,666 6.4 $ 369 $ (35 ) $ 334 Software licenses 2.5 23,297 (6,286 ) 17,011 0.6 4,391 (3,759 ) 632 Customer relationships 6.7 12,682 (365 ) 12,317 — — — Intellectual property licenses 1.5 1,736 (1,687 ) 49 1.7 1,736 (1,614 ) 122 Trade names 6.7 6,125 (182 ) 5,943 — — — Backlog 1.8 2,378 (239 ) 2,139 — — — Effect of exchange rate on gross carrying amount (631 ) — (631 ) — — — Intangible assets with finite 94,627 (10,133 ) 84,494 6,496 (5,408 ) 1,088 IPR&D 11,866 — 11,866 — — — Effect of exchange rate on gross carrying amount (75 ) — (75 ) — — — Total intangible assets with indefinite lives 11,791 — 11,791 — — — Total intangible assets $ 106,418 $ (10,133 ) $ 96,285 $ 6,496 $ (5,408 ) $ 1,088 |
Schedule of future amortization expenses | 2022 $ 17,538 2023 17,729 2024 13,021 2025 9,607 2026 9,607 Thereafter 16,992 Total $ 84,494 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount and activity of goodwill | Amount Balance as of December 31, 2020 $ 1,739 Acquisitions (Note 3) 114,388 Effect of exchange rate on goodwill (921 ) Balance as of December 31, 2021 $ 115,206 |
Warranties (Tables)
Warranties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
Schedule of aggregate product warranty liabilities | December 31, 2021 2020 Balance at the beginning of period $ 201 $ 192 Assumed warranty liability from acquisition 226 — Accruals for warranties issued 151 86 Warranty obligations satisfied during the period (25 ) (77 ) Balance at the end of period $ 553 $ 201 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of components of debt | December 31, 2021 2020 Principal Unamortized Carrying Principal Unamortized Carrying Trinity term loan, due 2022 $ — $ — $ — $ 12,000 $ (665 ) $ 11,335 Short term loans, due 2022 810 — 810 459 — 459 PPP loan, due 2022 — — — 1,868 — 1,868 Tropez convertible loan, due 2021 — — — 2,000 — 2,000 CIBC loan, due 2026 7,102 (19 ) 7,083 — — — Total term loans 7,912 (19 ) 7,893 16,327 (665 ) 15,662 Revolving line of credit — — — 1,675 — 1,675 Embry convertible debt, due 2021 — — — 3,607 (111 ) 3,496 Total debt $ 7,912 $ (19 ) $ 7,893 $ 21,609 $ (776 ) $ 20,833 December 31, 2021 2020 Current liabilities – Current debt obligations $ 2,275 $ 8,488 Noncurrent liabilities – Long-term debt net of current maturities 5,618 12,345 $ 7,893 $ 20,833 |
Schedule of components of interest expense | December 31, 2021 2020 Interest expense on Trinity term loan: Contractual interest $ 719 $ 1,523 Amortization of discount and issuance cost 138 110 857 1,633 Interest expense on other debt obligations: Contractual interest 322 421 Amortization discount and issuance cost 60 139 382 560 Total interest expense $ 1,239 $ 2,193 |
Schedule of future maturities of the debt obligations | 2022 $ 2,275 2023 1,469 2024 1,469 2025 1,469 Thereafter 1,230 Total $ 7,912 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of warrants | Number of Shares Exercise Price Redemption Price Expiration Date Classification Initial Fair Value 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 | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 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 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant Liability $ — $ — $ 100,467 $ 100,467 ONDesign Israel Contingent Consideration – Tapeout $ — $ — $ 1,817 $ 1,817 ONDesign Israel Contingent Consideration – Design Win $ — $ — $ 2,222 $ 2,222 City Semi Contingent Consideration – Second Tranche $ — $ — $ 980 $ 980 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: SAFEs $ — $ — $ 102,700 $ 102,700 City Semi Contingent Consideration – First Tranche $ — $ — $ 500 $ 500 City Semi Contingent Consideration – Second Tranche $ — $ — $ 900 $ 900 | ||
Schedule of significant unobservable inputs | As of As of Liabilities: SAFEs Discount rate N/A 75 % Constant volatility factor N/A 40 % Geometric Brownian Motion N/A 0.98 Warrants Expected volatility 36.0 % N/A City Semi Contingent Consideration – First Tranche Discount rate N/A 10.3 % City Semi Contingent Consideration – Second Tranche Discount rate 10.8 % 10.3 % ONDesign Israel Contingent consideration – Tapeout Discount rate 4.37 % N/A ONDesign Israel Contingent consideration – Design Win Discount rate 4.37 % N/A Contingent earn-outs – second milestone Constant volatility factor 40 % N/A | ||
Schedule of the private placement warrants and public warrant | December 31, 2020 Risk-free rate 1.5 % Volatility factor 54.0 % Geometric Brownian Motion 0.853 | ||
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) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity | As of June 10, 2021 Member Units Outstanding Class A Common Stock Class V Common Stock 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 As of June 10, 2021 As of December 31, 2020 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) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue [Abstract] | |
Schedule of revenue disaggregated by geography | Year Ended December 31, 2021 2020 United States $ 11,313 $ 4,281 Greater China 25,973 14,297 Latin America 5,192 1,530 Rest of Asia Pacific 1,006 1,478 Europe 4,928 1,024 Total $ 48,412 $ 22,610 |
Schedule of liabilities associated with the engineering services contracts | December 31, 2021 2020 Deferred revenue $ 1,840 $ 1,665 |
Schedule of identified below, some of our customers | December 31, 2021 2020 Customer A 39.0 % 57.0 % Customer B 4.6 % 12.9 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of weighted average assumptions | December 31, 2020 Risk-free rate 1.5 % Volatility factor 54.0 % Geometric Brownian Motion 0.853 |
Schedule of share-based compensation | December 31, 2021 2020 Research and development $ 9,721 $ — Selling, general, and administrative 13,184 — Total $ 22,905 $ — |
Schedule of changes in the company’s outstanding aforementioned equity awards | Number of Shares Weighted average fair value Shares Retained Minimum Withholding Nonvested shares as of December 31, 2019 1,709,478 $ 0.09 Granted 3,358,240 $ 3.28 Vested (882,872 ) $ 0.55 — Forfeited (343,024 ) $ 0.09 Nonvested shares as of December 31, 2020 3,841,822 $ 2.61 Granted 6,237,471 $ 9.00 Vested (3,070,760 ) $ 4.17 153,636 Forfeited (337,026 ) $ 4.04 Nonvested shares as of December 31, 2021 6,671,507 $ 7.79 |
Schedule of company’s outstanding options | Options Weighted- Weighted- Aggregate Outstanding at December 31, 2020 — $ — Assumed from acquisition 1,542,332 $ 0.23 Exercised (92,251 ) $ 0.71 Forfeited or expired — $ — Outstanding at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Exercisable at December 31, 2021 1,450,081 $ 0.20 5.93 $ 17,095 Vested or expected to vest 1,450,081 $ 0.20 5.93 $ 17,095 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per common unit | Year Ended December 31, 2021 2020 Numerator: Net loss $ (118,607 ) $ (98,364 ) Less: Net loss attributable to noncontrolling interest (30,563 ) (866 ) Net loss attributable to indie Semiconductor, Inc. $ (88,044 ) $ (97,498 ) Net loss attributable to common shares – dilutive $ (88,044 ) $ (97,498 ) Denominator: Weighted average shares outstanding – basic 70,012,112 31,244,414 Weighted average common shares outstanding – diluted 70,012,112 31,244,414 Net loss per share attributable to common shares – basic $ (1.26 ) $ (3.12 ) Net loss per share attributable to common shares – diluted $ (1.26 ) $ (3.12 ) |
Schedule of antidilutive units excluded from computation of net loss per unit | Year Ended December 31, 2021 2020 SAFEs — 4,711,711 Unvested Class B units 1,612,797 3,841,856 Unvested Phantom units 1,188,862 — Unvested Restricted stock units 3,869,848 — Convertible preferred units — 35,935,292 Warrants to purchase Class G units — 267,939 Convertible debt into Class A and preferred units — 285,000 Convertible Class V common shares 30,448,081 — Public warrants for the purchase of Class A common shares 17,250,000 — Private warrants for the purchase of Class A common shares 10,150,000 — Earn-out Shares 10,000,000 — Escrow Shares 1,725,000 — 76,244,588 45,041,798 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income tax, domestic and foreign | Year Ended December 31, 2021 2020 United States $ (117,761 ) $ (96,544 ) Foreign (1,173 ) (1,791 ) Total $ (118,934 ) $ (98,335 ) |
Schedule of components of the provision for income taxes | Year Ended December 31, 2021 2020 Current expense: Federal $ — $ — State 8 — Foreign 181 18 Total current expense: $ 189 $ 18 Deferred expense: Federal $ — $ — State — — Foreign (516 ) 11 Total deferred expense: $ (516 ) $ 11 Total income tax expense $ (327 ) $ 29 |
Schedule of deferred tax assets and liabilities | December 31, 2021 2020 Reserves and accruals $ 310 $ 114 Investment in Ay Dee Kay, LLC 41,788 — Net operating loss (“NOL”) carryforwards 11,493 1,071 Total Deferred Tax Assets before Valuation Allowance 53,591 1,185 Valuation Allowance (53,430 ) (1,040 ) Deferred Tax Assets – net of Valuation Allowance 161 145 Fixed Assets $ (56 ) $ (33 ) Intangibles (21,269 ) (145 ) Total Deferred Tax Liabilities (21,325 ) (178 ) Net Deferred Tax Liabilities $ (21,164 ) $ (33 ) |
Schedule of changes in the valuation allowance for deferred tax assets | 2021 2020 Valuation Allowance as on January 1 st $ 1,040 $ 617 Increases recorded to tax provision 52,390 423 Decreases recorded as a benefit to income tax provision — — Valuation Allowance as on December 31 st $ 53,430 $ 1,040 |
Schedule of effective income tax rate reconciliation | December 31, 2021 2020 Income tax provision at U.S. statutory federal rate $ (25,509 ) $ (20,650 ) State income tax provision, net of federal income tax effect (5,891 ) — Foreign taxes provision 22 (72 ) Noncontrolling interest 6,764 — Valuation allowance reductions (increases) 24,150 470 Research and other tax credits (270 ) (37 ) Tax benefits on vested and exercised equity awards 404 — Partnership/non-taxable income — 20,512 Other 3 (194 ) Provision for income taxes $ (327 ) $ 29 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, 2021 2020 Accrued payroll and employee benefits $ 4,021 $ 107 Accrued purchase consideration from business combinations 7,500 500 City Semi deferred compensation 833 — Accrued interest — 785 Other (1) 6,289 1,130 Accrued expenses and other current liabilities $ 18,643 $ 2,522 (1) Amount represents accruals for various operating expenses such as professional fees, open purchase orders, royalties and other estimates that are expected to be paid within the next 12 months. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent expense | Year Ended December 31, 2021 2020 Research and development. $ 966 $ 1,381 Selling, general, and administrative 252 551 Cost of goods sold 24 — Total $ 1,242 $ 1,932 |
Schedule of future minimum lease payments | 2022 $ 1,869 2023 1,674 2024 1,303 2025 1,177 2026 1,201 Thereafter 1,686 Total $ 8,910 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of long-lived assets by geographic areas | December 31, 2021 2020 Canada $ 5,802 $ — United States 2,786 1,718 Israel 1,297 — China 843 272 Rest of world 362 179 Total $ 11,090 $ 2,169 |
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 ) (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 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 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 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 ) $ — $ — 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 |
Nature of the Business and Ba_3
Nature of the Business and Basis of Presentation (Details) - USD ($) | Oct. 12, 2021 | Oct. 01, 2021 | Aug. 27, 2021 | Jun. 10, 2021 | Jun. 10, 2021 | Aug. 13, 2019 | Oct. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2008 | Sep. 30, 2021 | Dec. 31, 2019 | Feb. 19, 2019 |
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Business combinations, net of cash | $ 80,256,000 | ||||||||||||||||
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 | $ 399,511,000 | ||||||||||||||||
Transaction cost payments | 43,463,000 | ||||||||||||||||
Repayments of assumed debt | $ 15,607,000 | ||||||||||||||||
Transaction costs paid | $ 29,770,000 | ||||||||||||||||
Transaction costs paid by counterparty | $ 21,848,000 | ||||||||||||||||
Wuxi indie Microelectronics Ltd. [Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | ||||||||||||||||
Thunder Bridge Acquisition II, 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 | $ 150,000,000 | ||||||||||||||||
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 | ||||||||||||||||
Private Placement [Member] | Thunder Bridge Acquisition II, Ltd.[Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Purchase of warrants (in Shares) | 8,650,000 | 8,650,000 | |||||||||||||||
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 | ||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
SAFEs converted into Class A units (in Shares) | 7,466,891 | ||||||||||||||||
Warrants issued upon conversion (in Shares) | 278,533 | ||||||||||||||||
Class A Common Stock [Member] | Thunder Bridge Acquisition II, Ltd.[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 | 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 | ||||||||||||||||
Class A Common Stock [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 | ||||||||||||||||
ON Design Israel Ltd [Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Business combinations, net of cash | $ 4,974,000 | $ 4,974,000 | $ 4,974,000 | ||||||||||||||
Contingent consideration | $ 7,500,000 | $ 7,500,000 | |||||||||||||||
ON Design Israel Ltd [Member] | Forecast [Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Cash paid to acquire business | $ 7,500,000 | ||||||||||||||||
TeraXion Inc [Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Business combinations, net of cash | $ 75,282,000 | $ 75,282,000 | |||||||||||||||
Share purchase agreement, description | (i) approximately $75,282 in cash (including debt paid at closing and net of cash acquired); (ii) the issuance by indie of 5,805,144 shares of indie Class A common stock with a fair value of $65,192; and (iii) the assumption by indie of TeraXion options, which became exercisable to purchase 1,542,332 shares of indie Class A common stock with a fair value of $17,249. | ||||||||||||||||
Symeo GmbH [Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Cash paid to acquire business | $ 10,000,000 | ||||||||||||||||
Equity interest issued or issuable (in Shares) | 858,369 | ||||||||||||||||
Symeo GmbH [Member] | Forecast [Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Cash paid to acquire business | $ 10,000,000 | ||||||||||||||||
Business Combination [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | |||||||||||||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | |||||||||||||||||
Outstanding voting percentage | 50.00% | 50.00% | |||||||||||||||
Business Combination [Member] | Initial Public Offering [Member] | Thunder Bridge Acquisition Il, Ltd.[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 $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time period. |
Nature of the Business and Ba_4
Nature of the Business and Basis of Presentation (Details) - Schedule of condensed consolidated statement of stockholders’ equity - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2008 | |
Condensed Financial Statements, Captions [Line Items] | ||
Reverse recapitalization | $ 251,235,000 | |
Additional Paid-in Capital [Member] | ||
Condensed Financial Statements, Captions [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 | (21,575) | |
Warrants liability | (74,408) | |
Reverse recapitalization | $ 251,229,000 | $ 251,229 |
Class A Ordinary Shares [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Redemption of Class H units (in Shares) | (125,101) | |
Redemption of Class H units | ||
Embry notes conversion (in Shares) | 8,023,072 | |
Embry notes conversion | $ 1 | |
Warrants net settlement conversion (in Shares) | 278,533 | |
Warrants net settlement conversion | ||
SAFEs conversion (in Shares) | 7,466,891 | |
SAFEs conversion | $ 1 | |
PIPE and SPAC financing (in Shares) | 44,797,894 | |
PIPE and SPAC financing | $ 4 | |
Earn-out liability | ||
Transaction expenses | ||
Warrants liability | ||
Reverse recapitalization (in Shares) | 60,441,289 | |
Reverse recapitalization | $ 6 | |
Class V Common Stock [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Redemption of Class H units (in Shares) | ||
Redemption of Class H units | ||
Embry notes conversion (in Shares) | ||
Embry notes conversion | ||
Warrants net settlement conversion (in Shares) | ||
Warrants net settlement conversion | ||
SAFEs conversion (in Shares) | 454,077 | |
SAFEs conversion | ||
PIPE and SPAC financing (in Shares) | ||
PIPE and SPAC financing | ||
Earn-out liability | ||
Transaction expenses | ||
Warrants liability | ||
Reverse recapitalization (in Shares) | 454,077 | |
Reverse recapitalization |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of Operating Segments | 1 | ||
Number of Reportable Segments | 1 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | $ (1,365,000) | $ 158,000 | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federal depository insurance coverage | $ 250,000 | 250,000 | |
Thunder Bridge Acquisition Il, Ltd.[Member] | Initial Public Offering [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Offering costs | 19,483,537 | 19,483,537 | |
Charges to stockholders’ equity | $ 18,509,360 | $ 18,509,360 | |
Production Masks [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 4 years |
Business Combinations (Details)
Business Combinations (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($)shares | Oct. 12, 2021USD ($)shares | Oct. 01, 2021USD ($) | Aug. 27, 2021USD ($)$ / sharesshares | Aug. 27, 2021CAD ($)shares | Jun. 10, 2021USD ($) | May 13, 2021USD ($) | May 13, 2020USD ($) | Oct. 02, 2021USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | May 31, 2021USD ($) |
Business Combinations (Details) [Line Items] | |||||||||||||||||
Deferred city semi compensation | $ (399,000) | ||||||||||||||||
Contingent consideration | $ 900,000 | ||||||||||||||||
Business combinations, net of cash | $ 80,256,000 | ||||||||||||||||
Computer Software, Intangible Asset [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Weighted average remaining useful life | 2 years 6 months | 7 months 6 days | |||||||||||||||
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 | $ 5,000,001 | ||||||||||||||
Possible redemptions value | 262,185,126 | 262,185,126 | 262,185,126 | ||||||||||||||
Investment received | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||||||
Cash and cash equivalents on hand | $ 250,000,000 | 250,000,000 | $ 250,000,000 | ||||||||||||||
Issued and outstanding shares percentage | 9.90% | 9.90% | |||||||||||||||
Aggregate shares (in Shares) | shares | 15,000,000 | ||||||||||||||||
Private placement price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||
Aggregate purchase price | $ 150,000,000 | $ 150,000,000 | $ 150,000,000 | ||||||||||||||
Percentage of savings | 85.00% | 85.00% | 85.00% | ||||||||||||||
Transfer and trust company shares (in Shares) | shares | 3,450,000 | 3,450,000 | |||||||||||||||
Remaining escrow shares percentage | 100.00% | 100.00% | |||||||||||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Minimum [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Closing price shares common stock exchange (in Dollars per share) | $ / shares | $ 12.5 | $ 12.5 | |||||||||||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Maximum [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Closing price shares common stock exchange (in Dollars per share) | $ / shares | $ 15 | $ 15 | |||||||||||||||
Class A Ordinary Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Pursuant business combination shares (in Shares) | shares | 90,000,000 | 90,000,000 | |||||||||||||||
Additional shares (in Shares) | shares | 10,000,000 | 10,000,000 | |||||||||||||||
Aggregate shares (in Shares) | shares | 15,000,000 | ||||||||||||||||
City Semiconductor Inc [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Deferred city semi compensation | $ 1,180,000 | ||||||||||||||||
Maximum contingent consideration | $ 1,500,000 | $ 2,000,000 | |||||||||||||||
Number of existing employees | 2 | ||||||||||||||||
Revenue of acquiree since acquisition date | $ 591,000 | ||||||||||||||||
Earnings or loss of acquiree since acquisition date | (396,000) | ||||||||||||||||
Consideration transferred (in Dollars) | $ 2,029,000 | ||||||||||||||||
Business combinations, net of cash | 138,000 | ||||||||||||||||
Purchase price - equity consideration | 711,000 | ||||||||||||||||
Net tangible assets | |||||||||||||||||
City Semiconductor Inc [Member] | Contingent consideration, tranche one [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Maximum contingent consideration | $ 500,000 | ||||||||||||||||
Contingent consideration | 500,000 | $ 500,000 | $ 456,000 | ||||||||||||||
City Semiconductor Inc [Member] | Contingent Consideration Tranche Two [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Maximum contingent consideration | $ 1,500,000 | ||||||||||||||||
Contingent consideration | $ 980,000 | 980,000 | $ 900,000 | 980,000 | $ 900,000 | ||||||||||||
City Semiconductor Inc [Member] | Technology-Based Intangible Assets [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Weighted average remaining useful life | 7 years | ||||||||||||||||
City Semiconductor Inc [Member] | Computer Software, Intangible Asset [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Weighted average remaining useful life | 1 year | ||||||||||||||||
TeraXion Inc [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Revenue of acquiree since acquisition date | 6,075,000 | ||||||||||||||||
Earnings or loss of acquiree since acquisition date | (1,474,000) | ||||||||||||||||
Consideration transferred (in Dollars) | $ 200,000 | 157,723,000 | |||||||||||||||
Percentage of voting interests acquired in cash | 50.00% | ||||||||||||||||
Percentage of voting interests acquired in equity | 0.50 | ||||||||||||||||
Business combinations, net of cash | $ 75,282,000 | 75,282,000 | |||||||||||||||
Purchase price - equity consideration | 82,441,000 | ||||||||||||||||
Options assumed (in Shares) | shares | 1,542,332 | 1,542,332 | |||||||||||||||
Acquisition related costs | 1,640,000 | ||||||||||||||||
Net tangible assets | $ 6,009,000 | 6,009,000 | 6,009,000 | ||||||||||||||
TeraXion Inc [Member] | Class A Ordinary Shares [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Equity interest issued or issuable (in Shares) | shares | 5,805,144 | 5,805,144 | |||||||||||||||
Purchase price - equity consideration | $ 65,192,000 | ||||||||||||||||
Business combination per shares (in Dollars per share) | $ / shares | $ 11.23 | ||||||||||||||||
TeraXion Inc [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Purchase price - equity consideration | $ 17,249,000 | $ 17,249,000 | |||||||||||||||
ON Design Israel Ltd [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Contingent consideration | $ 4,000,000 | $ 4,000,000 | |||||||||||||||
Consideration transferred (in Dollars) | 16,474,000 | ||||||||||||||||
Business combinations, net of cash | $ 4,974,000 | $ 4,974,000 | 4,974,000 | ||||||||||||||
Purchase price - equity consideration | |||||||||||||||||
Acquisition related costs | 365,000 | ||||||||||||||||
Contingent consideration | $ 7,500,000 | 7,500,000 | |||||||||||||||
Net tangible assets | 1,315,000 | 1,315,000 | 1,315,000 | ||||||||||||||
ON Design Israel Ltd [Member] | Contingent consideration, tranche one [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Contingent consideration | 1,817,000 | 1,817,000 | 1,817,000 | ||||||||||||||
Contingent consideration | $ 2,500,000 | ||||||||||||||||
Achievement period | 30 months | ||||||||||||||||
ON Design Israel Ltd [Member] | Contingent Consideration Tranche Two [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Contingent consideration | $ 2,222,000 | $ 2,222,000 | $ 2,222,000 | ||||||||||||||
Contingent consideration | $ 5,000,000 | ||||||||||||||||
Achievement period | 36 months | ||||||||||||||||
ON Design Israel Ltd [Member] | Forecast [Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Cash paid to acquire business | $ 7,500,000 | ||||||||||||||||
Business Combination [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Business combination per shares (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||
Business Combination [Member] | Class A Ordinary Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | |||||||||||||||||
Business Combinations (Details) [Line Items] | |||||||||||||||||
Business combination per shares (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of business acquisitions, by acquisition $ in Thousands, $ in Thousands | Oct. 01, 2021USD ($) | Aug. 27, 2021USD ($) | Aug. 27, 2021CAD ($) | May 13, 2021USD ($) | Oct. 02, 2021USD ($) | Dec. 31, 2021USD ($) |
City Semiconductor Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price – cash consideration | $ 138 | |||||
Add: debt paid at closing | ||||||
Less: cash acquired | ||||||
Net cash paid | 138 | |||||
Total equity consideration | 711 | |||||
Purchase price – accrued cash consideration | ||||||
Contingent consideration | $ 1,180 | 1,180 | ||||
Net consideration | 2,029 | |||||
Fair value of net assets and liabilities assumed: | ||||||
Current assets other than cash | ||||||
Property and equipment | ||||||
Other non-current assets | ||||||
Current liabilities | (177) | |||||
Deferred revenue | (41) | |||||
Deferred tax liabilities, non-current | ||||||
Other non-current liabilities | ||||||
Long-term debt | ||||||
Total fair value of net assets acquired | 290 | |||||
Goodwill | 1,739 | |||||
City Semiconductor Inc [Member] | In Process Research and Development [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
City Semiconductor Inc [Member] | Computer Software, Intangible Asset [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 139 | |||||
City Semiconductor Inc [Member] | Technology-Based Intangible Assets [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 369 | |||||
City Semiconductor Inc [Member] | Customer Relationships [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
City Semiconductor Inc [Member] | Order or Production Backlog [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
City Semiconductor Inc [Member] | Trade Names [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
TeraXion Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price – cash consideration | 74,050 | |||||
Add: debt paid at closing | 6,857 | |||||
Less: cash acquired | (5,625) | |||||
Net cash paid | $ 75,282 | 75,282 | ||||
Total equity consideration | 82,441 | |||||
Purchase price – accrued cash consideration | ||||||
Contingent consideration | ||||||
Net consideration | $ 200,000 | 157,723 | ||||
Fair value of net assets and liabilities assumed: | ||||||
Current assets other than cash | 7,627 | |||||
Property and equipment | 6,009 | |||||
Other non-current assets | ||||||
Current liabilities | (5,840) | |||||
Deferred revenue | (1,025) | |||||
Deferred tax liabilities, non-current | (20,272) | |||||
Other non-current liabilities | ||||||
Long-term debt | (7,580) | |||||
Total fair value of net assets acquired | 54,002 | |||||
Goodwill | 103,721 | |||||
TeraXion Inc [Member] | In Process Research and Development [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 10,304 | |||||
TeraXion Inc [Member] | Computer Software, Intangible Asset [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
TeraXion Inc [Member] | Technology-Based Intangible Assets [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 43,594 | |||||
TeraXion Inc [Member] | Customer Relationships [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 12,682 | |||||
TeraXion Inc [Member] | Order or Production Backlog [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 2,378 | |||||
TeraXion Inc [Member] | Trade Names [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 6,125 | |||||
ON Design Israel Ltd [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price – cash consideration | 6,107 | |||||
Add: debt paid at closing | ||||||
Less: cash acquired | (1,133) | |||||
Net cash paid | $ 4,974 | $ 4,974 | 4,974 | |||
Total equity consideration | ||||||
Purchase price – accrued cash consideration | 7,500 | |||||
Contingent consideration | 4,000 | |||||
Net consideration | 16,474 | |||||
Fair value of net assets and liabilities assumed: | ||||||
Current assets other than cash | 119 | |||||
Property and equipment | 1,315 | |||||
Other non-current assets | 66 | |||||
Current liabilities | (754) | |||||
Deferred revenue | ||||||
Deferred tax liabilities, non-current | (1,578) | |||||
Other non-current liabilities | ||||||
Long-term debt | ||||||
Total fair value of net assets acquired | 5,807 | |||||
Goodwill | 10,667 | |||||
ON Design Israel Ltd [Member] | In Process Research and Development [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 1,562 | |||||
ON Design Israel Ltd [Member] | Computer Software, Intangible Asset [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
ON Design Israel Ltd [Member] | Technology-Based Intangible Assets [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | 5,077 | |||||
ON Design Israel Ltd [Member] | Customer Relationships [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
ON Design Israel Ltd [Member] | Order or Production Backlog [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived | ||||||
ON Design Israel Ltd [Member] | Trade Names [Member] | ||||||
Fair value of net assets and liabilities assumed: | ||||||
Intangible asset, finite lived |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of pro forma financial information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
City Semiconductor Inc [Member] | ||
Business Combinations (Details) - Schedule of pro forma financial information [Line Items] | ||
Combined revenue | $ 23,388 | |
Combined net loss before income taxes | (96,121) | |
TeraXion Inc [Member] | ||
Business Combinations (Details) - Schedule of pro forma financial information [Line Items] | ||
Combined revenue | $ 66,788 | 43,783 |
Combined net loss before income taxes | $ (126,350) | $ (104,768) |
Inventory, Net (Details)
Inventory, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory impairment charges | $ 173 | $ 618 |
Inventory, Net (Details) - Sche
Inventory, Net (Details) - Schedule of components of net inventories - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of components of net inventories [Abstract] | ||
Raw materials | $ 2,380 | |
Work-in-process | 6,301 | $ 4,277 |
Finished goods | 2,151 | 882 |
Inventory, gross | 10,832 | 5,159 |
Less: Inventory reserves | 1,752 | 2,259 |
Inventory, net | $ 9,080 | $ 2,900 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,198 | $ 947 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17,191 | $ 6,888 |
Less: Accumulated depreciation | 6,101 | 4,719 |
Property and equipment, net | $ 11,090 | 2,169 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Production Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 4 years | |
Property and equipment, gross | $ 10,158 | 3,925 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 4 years | |
Property and equipment, gross | $ 4,489 | 1,757 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,893 | 1,077 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 395 | $ 129 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 256 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets expenses | $ 4,769 | $ 1,705 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 94,627 | $ 6,496 |
Net Carrying Amount | 84,494 | 1,088 |
Accumulated Amortization | (10,133) | (5,408) |
Gross Carrying Amount | 11,791 | |
Net Carrying Amount | 11,791 | |
Accumulated Amortization | ||
Gross Carrying Amount | 106,418 | 6,496 |
Accumulated Amortization | (10,133) | (5,408) |
Net Carrying Amount | 96,285 | 1,088 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 49,040 | 369 |
Net Carrying Amount | $ 47,666 | $ 334 |
Weighted average remaining useful life | 6 years 8 months 12 days | 6 years 4 months 24 days |
Accumulated Amortization | $ (1,374) | $ (35) |
Software Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,297 | 4,391 |
Net Carrying Amount | $ 17,011 | $ 632 |
Weighted average remaining useful life | 2 years 6 months | 7 months 6 days |
Accumulated Amortization | $ (6,286) | $ (3,759) |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,682 | |
Net Carrying Amount | $ 12,317 | |
Weighted average remaining useful life | 6 years 8 months 12 days | |
Accumulated Amortization | $ (365) | |
Intellectual Property Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,736 | 1,736 |
Net Carrying Amount | $ 49 | $ 122 |
Weighted average remaining useful life | 1 year 6 months | 1 year 8 months 12 days |
Accumulated Amortization | $ (1,687) | $ (1,614) |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,125 | |
Net Carrying Amount | $ 5,943 | |
Weighted average remaining useful life | 6 years 8 months 12 days | |
Accumulated Amortization | $ (182) | |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,378 | |
Net Carrying Amount | $ 2,139 | |
Weighted average remaining useful life | 1 year 9 months 18 days | |
Accumulated Amortization | $ (239) | |
Effect of exchange rate on gross carrying amount [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | (631) | |
Net Carrying Amount | (631) | |
Accumulated Amortization | ||
IPR&D [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,866 | |
Net Carrying Amount | 11,866 | |
Accumulated Amortization | ||
Effect of exchange rate on gross carrying amount [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | (75) | |
Net Carrying Amount | (75) | |
Accumulated Amortization |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of future amortization expenses $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future amortization expenses [Abstract] | |
2022 | $ 17,538 |
2023 | 17,729 |
2024 | 13,021 |
2025 | 9,607 |
2026 | 9,607 |
Thereafter | 16,992 |
Total | $ 84,494 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill acquired | $ 114,388 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of carrying amount and activity of goodwill $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of carrying amount and activity of goodwill [Abstract] | |
Balance as of December 31, 2020 | $ 1,739 |
Acquisitions (Note 3) | 114,388 |
Effect of exchange rate on goodwill | (921) |
Balance as of December 31, 2021 | $ 115,206 |
Warranties (Details) - Schedule
Warranties (Details) - Schedule of aggregate product warranty liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of aggregate product warranty liabilities [Abstract] | ||
Balance at the beginning of period | $ 201 | $ 192 |
Assumed warranty liability from acquisition | 226 | |
Accruals for warranties issued | 151 | 86 |
Warranty obligations satisfied during the period | (25) | (77) |
Balance at the end of period | $ 553 | $ 201 |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($) | Nov. 18, 2021USD ($) | Nov. 18, 2021CNY (¥) | Nov. 05, 2021USD ($) | Nov. 05, 2021USD ($) | Oct. 18, 2021USD ($) | Oct. 18, 2021CNY (¥) | Oct. 12, 2021CAD ($) | Jun. 21, 2021USD ($) | Jun. 17, 2021USD ($) | Jun. 10, 2021USD ($)shares | Apr. 29, 2021USD ($) | Apr. 29, 2021CNY (¥) | Nov. 13, 2020 | Oct. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($)shares | May 31, 2020USD ($) | Nov. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 01, 2024USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021CNY (¥) | May 10, 2021USD ($) | Oct. 15, 2020USD ($) | Oct. 15, 2020CNY (¥) | Oct. 01, 2020$ / sharesshares | Nov. 13, 2019USD ($) | Nov. 13, 2019CNY (¥) | Dec. 03, 2018 | Apr. 30, 2018$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017shares | Jan. 31, 2015USD ($) | Dec. 04, 2012USD ($) |
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Outstanding amount | $ 7,912,000 | $ 7,912,000 | $ 21,609,000 | ||||||||||||||||||||||||||||||||||
Repayment of debt | 17,543,000 | 4,183,000 | |||||||||||||||||||||||||||||||||||
Warrant liability | $ 74,408,000 | ||||||||||||||||||||||||||||||||||||
Cash paid for interest | 1,234,000 | 1,476,000 | |||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 304,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt obligations | 775,000 | 6,112,000 | |||||||||||||||||||||||||||||||||||
Short-term debt | 459,000 | ||||||||||||||||||||||||||||||||||||
Common Warrant [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | shares | 3,388 | ||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 35.42 | ||||||||||||||||||||||||||||||||||||
Embry Convertible Subordinated Notes Payable [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,500,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 512,000 | 458,000 | $ 107,000 | ||||||||||||||||||||||||||||||||||
Interest rate | 3.07% | 0.93% | |||||||||||||||||||||||||||||||||||
Carrying amount | 3,607,000 | 3,496,000 | |||||||||||||||||||||||||||||||||||
Outstanding amount | $ 4,119,000 | 3,607,000 | |||||||||||||||||||||||||||||||||||
Embry Convertible Subordinated Notes Payable [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 | ||||||||||||||||||||||||||||||||||||
First Convertible Subordinated Note [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | 2,604,000 | ||||||||||||||||||||||||||||||||||||
Embry Convertible Subordinated Notes Payable Two [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] | |||||||||||||||||||||||||||||||||||||
Outstanding amount | 889,000 | ||||||||||||||||||||||||||||||||||||
Debt Instrument Covenant Minimum Cash Balance | 2,300,000 | ||||||||||||||||||||||||||||||||||||
Adjusted the borrowing limits | 2,000,000 | ||||||||||||||||||||||||||||||||||||
Borrowing limit | 20,000,000 | 20,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||
PacWest Term Loan and Revolving Line of Credit [Member] | Common Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | shares | 3,388 | 3,388,000 | |||||||||||||||||||||||||||||||||||
Amended PacWest Term Loan And Revolving Line Of Credit [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Borrowing limit | $ 20,000,000 | $ 20,000,000 | |||||||||||||||||||||||||||||||||||
Trinity Term Loan [Member] | Loans Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,000,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||||||
Interest rate | 10.75% | 11.25% | |||||||||||||||||||||||||||||||||||
Carrying amount | $ 11,325,000 | 11,335,000 | |||||||||||||||||||||||||||||||||||
Repayment of debt | $ 13,261,000 | ||||||||||||||||||||||||||||||||||||
Lender fee | 1,200,000 | $ 474,000 | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 194,000 | ||||||||||||||||||||||||||||||||||||
Percentage of prepayment fee | 4.00% | ||||||||||||||||||||||||||||||||||||
Percentage of principal | 1.00% | ||||||||||||||||||||||||||||||||||||
End-of-term fee | $ 720,000 | ||||||||||||||||||||||||||||||||||||
Monthly interest payment | $ 108,000 | 141,000 | |||||||||||||||||||||||||||||||||||
Monthly loan payment | $ 493,000 | ||||||||||||||||||||||||||||||||||||
Percentage of effective interest rate | 15.80% | ||||||||||||||||||||||||||||||||||||
Repurchased face amount | 12,000,000 | ||||||||||||||||||||||||||||||||||||
Cash paid for interest | 61,000 | ||||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,585,000 | ||||||||||||||||||||||||||||||||||||
Unamortized discount | 577,000 | 577,000 | |||||||||||||||||||||||||||||||||||
Unamortized debt issuance costs | 1,008,000 | 1,008,000 | |||||||||||||||||||||||||||||||||||
Trinity Term Loan [Member] | Loans Payable [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 7.50% | ||||||||||||||||||||||||||||||||||||
Tropez Note [Member] | Loans Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 2,346,000 | ||||||||||||||||||||||||||||||||||||
Debt term | 12 months | ||||||||||||||||||||||||||||||||||||
Paycheck Protection Program Loan [Member] | Loans Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,868,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 21,000 | ||||||||||||||||||||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 1,868,000 | ||||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,889,000 | ||||||||||||||||||||||||||||||||||||
TeraXion Line Of Credit [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Outstanding amount | $ 8,976 | ||||||||||||||||||||||||||||||||||||
Borrowing limit | $ 9,440 | ||||||||||||||||||||||||||||||||||||
Monthly interest payment | $ 155 | ||||||||||||||||||||||||||||||||||||
Outstanding amount | 7,102,000 | ||||||||||||||||||||||||||||||||||||
TeraXion Line Of Credit [Member] | Line of Credit [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 0.25% | ||||||||||||||||||||||||||||||||||||
TeraXion Line Of Credit Used As Securitization [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Borrowing limit | $ 7,000 | ||||||||||||||||||||||||||||||||||||
TeraXion Line Of Credit Used As Securitization [Member] | Line of Credit [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 0.25% | ||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in Shares) | shares | 7,466,891 | ||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Embry Convertible Subordinated Notes Payable [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of convertible equity instruments | 185,000 | ||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | PacWest Term Loan and Revolving Line of Credit [Member] | Common Warrant [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in Shares) | shares | 82,187,000 | ||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Trinity Term Loan [Member] | Common Warrant [Member] | Loans Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in Shares) | shares | 196,346,000 | ||||||||||||||||||||||||||||||||||||
Common Class C [Member] | Embry Convertible Subordinated Notes Payable Two [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Number of convertible equity instruments | 100,000 | ||||||||||||||||||||||||||||||||||||
Common Class G [Member] | Trinity Term Loan [Member] | Common Warrant [Member] | Loans Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | shares | 1,844,000 | 1,844 | 6,250 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 35.42 | $ 35.42 | $ 35.42 | ||||||||||||||||||||||||||||||||||
Warrant liability | $ 405,000 | ||||||||||||||||||||||||||||||||||||
Forecast [Member] | Subsequent Event [Member] | Trinity Term Loan [Member] | Loans Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Monthly loan payment | $ 391,000 | ||||||||||||||||||||||||||||||||||||
Loans Payable [Member] | Short Term Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | ¥ | ¥ 4,000 | ||||||||||||||||||||||||||||||||||||
Loans Payable [Member] | Short Term Loan Agreement [Member] | CITIC Group Corporation Ltd. [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 285,000 | ¥ 2,000,000 | |||||||||||||||||||||||||||||||||||
Interest rate | 4.785% | 4.785% | |||||||||||||||||||||||||||||||||||
Debt term | 12 months | ||||||||||||||||||||||||||||||||||||
Loans Payable [Member] | Short Term Loan Agreement [Member] | Netherlands China Business Council [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 151,000 | ¥ 1,000,000 | |||||||||||||||||||||||||||||||||||
Interest rate | 4.785% | 4.785% | 4.785% | 4.785% | |||||||||||||||||||||||||||||||||
Proceeds from issuance of debt obligations | $ 150,000 | ¥ 1,000,000 | $ 155,000 | ¥ 1,000,000 | |||||||||||||||||||||||||||||||||
Short-term debt | ¥ | ¥ 2,000,000 | ||||||||||||||||||||||||||||||||||||
Loans Payable [Member] | Short Term Loan Agreement [Member] | Bank of Nanjing [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 4.00% | 4.00% | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt obligations | $ 453,000 | ¥ 3,000,000 | |||||||||||||||||||||||||||||||||||
Short-term debt | 787,000 | $ 787,000 | ¥ 5,000,000 | ||||||||||||||||||||||||||||||||||
Loans Payable [Member] | TeraXion Short Term Loan [Member] | Canada Economic Development [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
Short-term debt | 23,000 | 23,000 | |||||||||||||||||||||||||||||||||||
Secured Debt [Member] | PacWest Term Loan and Revolving Line of Credit [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||
Interest rate | 4.50% | ||||||||||||||||||||||||||||||||||||
Outstanding amount | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Secured Debt [Member] | PacWest Term Loan and Revolving Line of Credit [Member] | Line of Credit [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | PacWest Term Loan and Revolving Line of Credit [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 4.25% | ||||||||||||||||||||||||||||||||||||
Outstanding amount | $ 0 | $ 0 | 1,675,000 | ||||||||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | Amended PacWest Term Loan And Revolving Line Of Credit [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Interest rate | 2.10% | 2.10% | |||||||||||||||||||||||||||||||||||
Line Of Credit, Collateral, Percentage Of Outstanding Amount | 102.50% | ||||||||||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | PacWest Revolving Line Of Credit [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||
Outstanding amount | $ 1,675,000 | ||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 1,675,000 |
Debt (Details) - Schedule of co
Debt (Details) - Schedule of components of debt $ in Thousands, $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Jun. 10, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | $ 810 | $ 459 | ||
Carrying amount | 810 | 459 | ||
Principal outstanding | 7,912 | 21,609 | ||
Unamortized discount and issuance cost | (19) | (776) | ||
Carrying amount | 7,893 | 20,833 | ||
Principal outstanding | 2,275 | 8,488 | ||
Principal outstanding | 5,618 | 12,345 | ||
Principal outstanding | 7,893 | 20,833 | ||
Loans Payable [Member] | ||||
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | 7,912 | 16,327 | ||
Unamortized discount and issuance cost | (19) | (665) | ||
Carrying amount | 7,893 | 15,662 | ||
Trinity Term Loan [Member] | Loans Payable [Member] | ||||
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | 12,000 | |||
Unamortized discount and issuance cost | (665) | |||
Carrying amount | 11,335 | |||
Paycheck Protection Program Loan [Member] | Loans Payable [Member] | ||||
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | 1,868 | |||
Carrying amount | 1,868 | |||
Tropez Note [Member] | Loans Payable [Member] | ||||
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | 2,000 | |||
Carrying amount | 2,000 | |||
TeraXion Line Of Credit [Member] | Line of Credit [Member] | ||||
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | 7,102 | |||
Unamortized discount and issuance cost | (19) | |||
Carrying amount | $ 7,083 | |||
Principal outstanding | $ 8,976 | |||
Embry Convertible Subordinated Notes Payable [Member] | Convertible Debt [Member] | ||||
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | $ 4,119 | 3,607 | ||
Unamortized discount and issuance cost | (111) | |||
Carrying amount | 3,496 | |||
Revolving Credit Facility [Member] | PacWest Revolving Line Of Credit [Member] | Line of Credit [Member] | ||||
Debt (Details) - Schedule of components of debt [Line Items] | ||||
Principal outstanding | 1,675 | |||
Carrying amount | $ 1,675 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of components of interest expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt (Details) - Schedule of components of interest expense [Line Items] | ||
Amortization of discount and issuance cost | $ 198 | $ 249 |
Total cost | 1,239 | 2,193 |
Total interest expense | 1,239 | 2,193 |
Other Debt [Member] | ||
Debt (Details) - Schedule of components of interest expense [Line Items] | ||
Contractual interest | 322 | 421 |
Amortization discount and issuance cost | 60 | 139 |
Total | 382 | 560 |
Trinity Term Loan [Member] | Loans Payable [Member] | ||
Debt (Details) - Schedule of components of interest expense [Line Items] | ||
Contractual interest | 719 | 1,523 |
Amortization of discount and issuance cost | 138 | 110 |
Total cost | $ 857 | $ 1,633 |
Debt (Details) - Schedule of fu
Debt (Details) - Schedule of future maturities of the debt obligations $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future maturities of the debt obligations [Abstract] | |
2022 | $ 2,275 |
2023 | 1,469 |
2024 | 1,469 |
2025 | 1,469 |
Thereafter | 1,230 |
Total | $ 7,912 |
Warrant Liability (Details)
Warrant Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2008 | Jun. 10, 2021 | |
Warrant Liability (Details) [Line Items] | |||||||
Warrant Liability (in Dollars) | $ 74,408,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrant Liability (in Dollars) | $ 100,467,000 | ||||||
Public Warrants [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants issued | 17,250,000 | ||||||
Exercise price (in Dollars per share) | $ 11.5 | ||||||
Warrant exercise period | 30 days | ||||||
Redemption price of warrants (in Dollars per share) | $ 0.01 | ||||||
Redemption period | 30 days | ||||||
Warrant Liability (in Dollars) | $ 42,435,000 | ||||||
Private Placement Warrants [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Number of securities called by each warrant | 1 | ||||||
Exercise price (in Dollars per share) | $ 11.5 | ||||||
Private Placement Warrants [Member] | Thunder Bridge Acquisition II, Ltd.[Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants outstanding | 8,650,000 | ||||||
Number of securities called by each warrant | 1 | ||||||
Exercise price (in Dollars per share) | $ 11.5 | ||||||
Working Capital Warrants [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants issued upon conversion | 1,500,000 | ||||||
Original debt amount (in Dollars) | $ 1,500,000 | ||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 1 | $ 1 | |||||
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 | |||
Thunder Bridge Acquisition Il, Ltd.[Member] | 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. | |||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Warrant [Member] | Private Placement Warrants [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants outstanding | 8,650,000 | ||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Public Warrants [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants outstanding | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 | |||
Thunder Bridge Acquisition Il, Ltd.[Member] | Private Placement [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants outstanding | 8,650,000 | 8,650,000 | |||||
Exercise price (in Dollars per share) | $ 1 | ||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Private Placement [Member] | Warrant [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants outstanding | 8,650,000 | 8,650,000 | |||||
Exercise price (in Dollars per share) | $ 1 | $ 1 | |||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Initial Public Offering [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants outstanding | 17,250,000 | 17,250,000 | |||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Private Placement Warrants [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Warrants outstanding | 8,650,000 | 8,650,000 | |||||
Common Class B [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Conversion of stock, shares converted | 8,625,000 | ||||||
Class A Common Stock [Member] | |||||||
Warrant Liability (Details) [Line Items] | |||||||
Conversion of stock, shares issued | 8,625,000 | ||||||
Warrants issued upon conversion | 278,533 | ||||||
Business Combination [Member] | Thunder Bridge Acquisition Il, Ltd.[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 Liability (Details) - S
Warrant Liability (Details) - Schedule of warrants $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares (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] | |
Number of Shares (in Shares) | shares | 10,150,000 |
Exercise Price | $ 11.5 |
Redemption Price | $ 0 |
Initial Fair Value (in Dollars) | $ | $ 31,973 |
Contingent and Earn-Out Liabi_2
Contingent and Earn-Out Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 09, 2021 | May 13, 2021 | May 13, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 02, 2021 | Oct. 01, 2021 | Sep. 30, 2021 | Jun. 10, 2021 | May 31, 2021 |
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Earn-out liability | $ 100,467 | $ 119,759 | ||||||||
Gain (loss) from change in fair value of earn-out liabilities | $ (38,838) | $ (220) | ||||||||
First tranche [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Contingent consideration | $ 1,817 | |||||||||
Earnout shares [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Earn-out liability (in Shares) | 10,000,000 | |||||||||
Milestone two, earn out [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Earn-out liability (in Shares) | 5,000,000 | |||||||||
Milestone two, earn out [Member] | Minimum [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Earn-out liability, price trigger (in Dollars per share) | $ 12.5 | |||||||||
Milestone two, earn out [Member] | Maximum [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Earn-out liability, price trigger (in Dollars per share) | $ 15 | |||||||||
Escrow Shares [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Earn-out liability (in Shares) | 3,450,000 | |||||||||
Milestone one, escrow shares [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Percentage of shares by milestone | 50.00% | |||||||||
Second Earn-Out Milestone [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Earn-out liability | $ 158,517 | |||||||||
Gain (loss) from change in fair value of earn-out liabilities | $ 38,758 | |||||||||
City Semi [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Contingent | $ 1,180 | $ 1,180 | ||||||||
Maximum contingent consideration | 1,500 | $ 2,000 | ||||||||
City Semi [Member] | First tranche [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Maximum contingent consideration | $ 500 | |||||||||
Contingent consideration | $ 456 | |||||||||
City Semi [Member] | Second tranche [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Contingent consideration | $ 980 | |||||||||
ON Design Israel Ltd [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Contingent | $ 4,000 | |||||||||
Contingent consideration | 4,000 | $ 4,000 | ||||||||
Contingent consideration | $ 7,500 | $ 7,500 | ||||||||
ON Design Israel Ltd [Member] | First tranche [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Contingent consideration | 2,500 | |||||||||
ON Design Israel Ltd [Member] | Second tranche [Member] | ||||||||||
Contingent and Earn-Out Liabilities (Details) [Line Items] | ||||||||||
Contingent consideration | 2,222 | |||||||||
Contingent consideration | $ 5,000 |
Simple Agreements for Future _2
Simple Agreements for Future Equity (“SAFEs”) (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Simple Agreements for Future Equity (“SAFEs”) (Details) [Line Items] | ||||
Total purchase amount | $ 5,000 | |||
Aggregate purchase price | $ 35,000 | |||
Fair value | $ 86,100 | $ 102,700 | ||
Fair value | $ 86,100 | 102,700 | ||
SAFEs [Member] | ||||
Simple Agreements for Future Equity (“SAFEs”) (Details) [Line Items] | ||||
Total proceeds | 25,765 | |||
Equity raise of least amount | $ 35,000 | |||
Class A Common Stock [Member] | ||||
Simple Agreements for Future Equity (“SAFEs”) (Details) [Line Items] | ||||
SAFEs converted into Class A (in Shares) | 7,466,891 | |||
Class V Common Stock [Member] | ||||
Simple Agreements for Future Equity (“SAFEs”) (Details) [Line Items] | ||||
SAFEs converted into Class A (in Shares) | 454,077 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 10, 2021 | Aug. 09, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Fair Value Measurements (Details) [Line Items] | |||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ 86,100 | $ 102,700 | |||||
Share Price (in Dollars per share) | $ 10.87 | ||||||
Foreign Exchange Forward [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Derivative, Notional Amount | $ 3,075 | ||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Share Price (in Dollars per share) | $ 9.5 | ||||||
Closing price per share (in Dollars per share) | $ 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) | $ 18 | ||||||
Aggregate value of per share (in Dollars per share) | $ 1.57 | ||||||
Closing price (in Dollars per share) | $ 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 | ||||
Class A Common Stock [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 7,466,891 | ||||||
Class A Common Stock [Member] | Securities Subject to Mandatory Redemption [Member] | Common Stock [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 7,466,891 | ||||||
Common Class V [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 454,077 | ||||||
Common Class V [Member] | Securities Subject to Mandatory Redemption [Member] | Common Stock [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 454,077 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy for financial assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Warrant Liability | $ 100,467 | $ 119,759 | |
SAFEs | $ 86,100 | $ 102,700 | |
Semi Contingent Consideration | 980 | ||
Level 1 [Member] | |||
Liabilities: | |||
Warrant Liability | |||
SAFEs | |||
Semi Contingent Consideration | |||
Level 2 [Member] | |||
Liabilities: | |||
Warrant Liability | |||
SAFEs | |||
Semi Contingent Consideration | |||
Level 3 [Member] | |||
Liabilities: | |||
Warrant Liability | 100,467 | ||
SAFEs | 102,700 | ||
Semi Contingent Consideration | 980 | ||
Tapeout [Member] | |||
Liabilities: | |||
Contingent Consideration | 1,817 | ||
Tapeout [Member] | Level 1 [Member] | |||
Liabilities: | |||
Contingent Consideration | |||
Tapeout [Member] | Level 2 [Member] | |||
Liabilities: | |||
Contingent Consideration | |||
Tapeout [Member] | Level 3 [Member] | |||
Liabilities: | |||
Contingent Consideration | 1,817 | ||
Design Win [Member] | |||
Liabilities: | |||
Contingent Consideration | 2,222 | ||
Design Win [Member] | Level 1 [Member] | |||
Liabilities: | |||
Contingent Consideration | |||
Design Win [Member] | Level 2 [Member] | |||
Liabilities: | |||
Contingent Consideration | |||
Design Win [Member] | Level 3 [Member] | |||
Liabilities: | |||
Contingent Consideration | $ 2,222 | ||
First Tranche [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | 500 | ||
First Tranche [Member] | Level 1 [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | |||
First Tranche [Member] | Level 2 [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | |||
First Tranche [Member] | Level 3 [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | 500 | ||
Second Tranche [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | 900 | ||
Second Tranche [Member] | Level 1 [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | |||
Second Tranche [Member] | Level 2 [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | |||
Second Tranche [Member] | Level 3 [Member] | |||
Liabilities: | |||
Semi Contingent Consideration | $ 900 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of significant unobservable inputs | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Discount rate [Member] | ||
SAFEs | ||
SAFEs, measurement input | 75.00% | |
Discount rate [Member] | Contingent consideration, tranche one [Member] | ||
City Semi Contingent Consideration – First Tranche | ||
Semi contingent consideration, measurement input | 10.30% | |
Discount rate [Member] | Contingent Consideration Tranche Two [Member] | ||
City Semi Contingent Consideration – First Tranche | ||
Semi contingent consideration, measurement input | 10.80% | 10.30% |
Discount rate [Member] | Tapeout [Member] | ||
ONDesign Israel Contingent consideration – Tapeout | ||
Contingent consideration, measurement input | 4.37% | |
Discount rate [Member] | Design Win [Member] | ||
ONDesign Israel Contingent consideration – Tapeout | ||
Contingent consideration, measurement input | 4.37% | |
Constant volatility factor [Member] | ||
SAFEs | ||
SAFEs, measurement input | 40.00% | |
Geometric Brownian Motion [Member] | ||
SAFEs | ||
SAFEs, measurement input | 0.98% | |
Expected volatility [Member] | ||
Warrants | ||
Warrant, measurement input | 36.00% | |
Milestone Two Earnout Shares [Member] | Constant volatility factor [Member] | ||
Contingent earn-outs – second milestone | ||
Contingent earn-out, measurement input | 40.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jun. 10, 2021 | Aug. 13, 2019 | Jul. 25, 2017 | Aug. 28, 2015 | Jul. 24, 2015 | Dec. 28, 2012 | Feb. 09, 2007 | May 31, 2020 | Feb. 20, 2019 | Jun. 30, 2018 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 08, 2021 | Feb. 03, 2021 | Oct. 31, 2020 | Oct. 01, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 09, 2019 | Feb. 19, 2019 | Apr. 30, 2018 | Mar. 31, 2018 | Aug. 31, 2017 |
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Cash payment (in Dollars) | $ 900,000 | |||||||||||||||||||||||
Shares authorized | 4,908,393 | 4,908,393 | ||||||||||||||||||||||
Capital investment percentage | 50.00% | |||||||||||||||||||||||
Capital percentage | 150.00% | |||||||||||||||||||||||
Capital percentage | 100.00% | |||||||||||||||||||||||
Public offering price per unit (in Dollars per share) | $ 180.53 | |||||||||||||||||||||||
Aggregate offering price (in Dollars) | $ 200,000,000 | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Share price (in Dollars per share) | $ 10.87 | |||||||||||||||||||||||
Common Unit, Class A [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 911,500 | |||||||||||||||||||||||
Shares reserved | 185,000 | |||||||||||||||||||||||
Shares authorized | 3,136,518 | 3,136,518 | ||||||||||||||||||||||
Votes | (1.47) | |||||||||||||||||||||||
Common Unit, Class C [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 300,000 | |||||||||||||||||||||||
Strike price (in Dollars per share) | $ 0.01 | |||||||||||||||||||||||
Total consideration (in Dollars) | $ 3,000,000 | |||||||||||||||||||||||
Shares reserved | 100,000 | |||||||||||||||||||||||
Shares authorized | 400,000 | 400,000 | ||||||||||||||||||||||
Common Unit, Class B [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Shares authorized | 513,846 | 513,846 | ||||||||||||||||||||||
Common Unit, Class B [Member] | Common Unit [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Shares authorized | 513,846 | 243,000 | ||||||||||||||||||||||
Common Unit, Class D [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 221,739 | |||||||||||||||||||||||
Strike price (in Dollars per share) | $ 33.82 | |||||||||||||||||||||||
Total consideration (in Dollars) | $ 7,215,000 | |||||||||||||||||||||||
Shares authorized | 236,521 | 236,521 | ||||||||||||||||||||||
Cash consideration (in Dollars) | $ 285,000 | |||||||||||||||||||||||
Common Unit, Class E [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 112,916 | |||||||||||||||||||||||
Strike price (in Dollars per share) | $ 35.42 | |||||||||||||||||||||||
Total consideration (in Dollars) | $ 3,963,000 | |||||||||||||||||||||||
Shares authorized | 112,916 | 112,916 | ||||||||||||||||||||||
Cash consideration (in Dollars) | $ 37,000 | |||||||||||||||||||||||
Common Class G [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Strike price (in Dollars per share) | $ 35.42 | |||||||||||||||||||||||
Aggregate warrants | 6,250 | |||||||||||||||||||||||
Common Unit, Class G [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Shares authorized | 11,482 | 11,482 | ||||||||||||||||||||||
Warrants | 52,632 | |||||||||||||||||||||||
Common Unit, Class F [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 492,110 | |||||||||||||||||||||||
Strike price (in Dollars per share) | $ 54.87 | |||||||||||||||||||||||
Total consideration (in Dollars) | $ 26,790,000 | |||||||||||||||||||||||
Shares authorized | 492,110 | 492,110 | ||||||||||||||||||||||
Cash consideration (in Dollars) | $ 210,000 | |||||||||||||||||||||||
Capital investment percentage | 50.00% | |||||||||||||||||||||||
Common Unit, Class H [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Shares authorized | 5,000 | 5,000 | ||||||||||||||||||||||
Class C, D, E and F Units [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Votes | 1 | |||||||||||||||||||||||
Individual Investor [Member] | Common Unit, Class D [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 14,782 | |||||||||||||||||||||||
Strike price (in Dollars per share) | $ 33.82 | |||||||||||||||||||||||
Total consideration (in Dollars) | $ 500,000 | |||||||||||||||||||||||
PacWest [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate warrants | 3,388 | |||||||||||||||||||||||
Common Warrant [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate warrants | 3,388 | |||||||||||||||||||||||
strike price (in Dollars per share) | $ 35.42 | |||||||||||||||||||||||
Common Warrant [Member] | PacWest Term Loan and Revolving Line of Credit [Member] | Line of Credit [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate warrants | 3,388 | 3,388,000 | ||||||||||||||||||||||
Private Warrants [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate warrants | 10,150,000 | |||||||||||||||||||||||
strike price (in Dollars per share) | $ 11.5 | |||||||||||||||||||||||
Private Warrants [Member] | PacWest [Member] | Common Unit, Class G [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate warrants | 3,388 | |||||||||||||||||||||||
Warrants | 52,632 | |||||||||||||||||||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 4,500,000 | |||||||||||||||||||||||
Strike price (in Dollars per share) | $ 10 | |||||||||||||||||||||||
strike price (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||||||
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 | 7,540,460 | |||||||||||||||||||||||
Ordinary shares, outstanding | 8,625,000 | |||||||||||||||||||||||
Share price (in Dollars per share) | $ 9.5 | |||||||||||||||||||||||
Thunder Bridge Acquisition Il, Ltd.[Member] | Founder Shares [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate of founder shares to forfeiture | 1,125,000 | |||||||||||||||||||||||
Common Class G [Member] | Common Warrant [Member] | Trinity Term Loan [Member] | Loans Payable [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Aggregate warrants | 1,844,000 | 1,844 | 6,250 | |||||||||||||||||||||
strike price (in Dollars per share) | $ 35.42 | $ 35.42 | $ 35.42 | |||||||||||||||||||||
Preferred Class [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Capital percentage | 150.00% | |||||||||||||||||||||||
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 | 111,260,962 | 38,255,490 | ||||||||||||||||||||||
Ordinary shares, outstanding | 108,181,781 | 34,413,634 | ||||||||||||||||||||||
Class A Ordinary Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Strike price (in Dollars per share) | $ 12 | |||||||||||||||||||||||
Ordinary shares, authorized | 200,000,000 | 200,000,000 | ||||||||||||||||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Ordinary shares, issued | 7,540,460 | |||||||||||||||||||||||
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 | ||||||||||||||||||||
Class A Ordinary Shares [Member] | Thunder Bridge Acquisition Il, Ltd.[Member] | Founder Shares [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] | Thunder Bridge Acquisition Il, Ltd.[Member] | Founder Shares [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Strike price (in Dollars per share) | $ 0.003 | |||||||||||||||||||||||
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% | |||||||||||||||||||||||
City Semiconductor Inc [Member] | Common Unit, Class H [Member] | ||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||
Share units issued | 4,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Stockholders' Equity - shares | Jun. 10, 2021 | Dec. 31, 2020 |
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 2,930,711 | 2,287,279 |
Authorized | 4,908,393 | 4,908,393 |
Issued | 3,004,885 | 2,425,474 |
Common Unit, Class A [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 1,381,424 | 911,500 |
Authorized | 3,136,518 | 3,136,518 |
Issued | 1,381,424 | 911,500 |
Common Unit, Class B [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 293,221 | 229,732 |
Authorized | 513,846 | 513,846 |
Issued | 367,395 | 367,927 |
Common Unit, Class C [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 400,000 | 300,000 |
Authorized | 400,000 | 400,000 |
Issued | 400,000 | 300,000 |
Common Unit, Class D [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 236,521 | 236,521 |
Authorized | 236,521 | 236,521 |
Issued | 236,521 | 236,521 |
Common Unit, Class E [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 112,916 | 112,916 |
Authorized | 112,916 | 112,916 |
Issued | 112,916 | 112,916 |
Common Unit, Class F [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 492,110 | 492,110 |
Authorized | 492,110 | 492,110 |
Issued | 492,110 | 492,110 |
Common Unit, Class G [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 10,019 | |
Authorized | 11,482 | 11,482 |
Issued | 10,019 | |
Common Units Except Common Unit Class H [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 2,926,211 | |
Common Unit, Class H [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Outstanding | 4,500 | 4,500 |
Authorized | 5,000 | 5,000 |
Issued | 4,500 | 4,500 |
Class A Common Stock [Member] | Common Unit, Class A [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 12,612,470 | |
Class A Common Stock [Member] | Common Unit, Class B [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 9,564,150 | |
Class A Common Stock [Member] | Common Unit, Class C [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 11,520,101 | |
Class A Common Stock [Member] | Common Unit, Class D [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 1,568,565 | |
Class A Common Stock [Member] | Common Unit, Class E [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 1,309,971 | |
Class A Common Stock [Member] | Common Unit, Class F [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 16,380,782 | |
Class A Common Stock [Member] | Common Unit, Class G [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 278,533 | |
Class A Common Stock [Member] | Common Units Except Common Unit Class H [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 53,234,572 | |
Common Class V [Member] | Common Unit, Class A [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 25,791,473 | |
Common Class V [Member] | Common Unit, Class B [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | ||
Common Class V [Member] | Common Unit, Class C [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | ||
Common Class V [Member] | Common Unit, Class D [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 5,806,776 | |
Common Class V [Member] | Common Unit, Class E [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 2,229,122 | |
Common Class V [Member] | Common Unit, Class F [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | ||
Common Class V [Member] | Common Unit, Class G [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | ||
Common Class V [Member] | Common Units Except Common Unit Class H [Member] | ||
Stockholders' Equity (Details) - Schedule of Stockholders' Equity [Line Items] | ||
Conversion of common units into common stock | 33,827,371 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) | Jun. 10, 2021 | Dec. 31, 2021shares | Dec. 31, 2020shares |
Ay Dee Kay, LLC [Member] | |||
Noncontrolling Interest (Details) [Line Items] | |||
Ownership interest by noncontrolling owners | 26.00% | ||
Ownership percentage by parent | 78.00% | ||
Ay Dee Kay, LLC [Member] | Wuxi Indie Microelectronics Ltd [Member] | |||
Noncontrolling Interest (Details) [Line Items] | |||
Ownership percentage by parent | 50.00% | 50.00% | |
Common Class V [Member] | |||
Noncontrolling Interest (Details) [Line Items] | |||
Common stock, shares issued (in Shares) | 30,448,081 | 33,373,294 | |
Common stock, shares outstanding (in Shares) | 30,448,081 | 33,373,294 | |
Common Class V [Member] | Common Units Except Common Unit Class H [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 ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue (Details) [Line Items] | ||
Unbilled revenue | $ 402 | $ 55 |
Recognized of revenue related to amounts | 1,665 | $ 2,143 |
Recognized revenue amount | $ 8,972 | |
Recognized revenue, percentage | 55.00% | |
Recognized revenue | 12 months | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Largest Customer One [Member] | ||
Revenue (Details) [Line Items] | ||
Concentration risk, percentage | 31.00% | 34.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Largest Customer Two [Member] | ||
Revenue (Details) [Line Items] | ||
Concentration risk, percentage | 12.00% |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue disaggregated by geography - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 48,412 | $ 22,610 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 11,313 | 4,281 |
Greater China [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 25,973 | 14,297 |
Latin America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 5,192 | 1,530 |
Rest of Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,006 | 1,478 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 4,928 | $ 1,024 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of liabilities associated with the engineering services contracts - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of liabilities associated with the engineering services contracts [Abstract] | ||
Deferred revenue | $ 1,840 | $ 1,665 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of identified below, some of our customers - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk | 39.00% | 57.00% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk | 4.60% | 12.90% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Oct. 12, 2021 | Aug. 27, 2021 | Jan. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 10, 2021 | Dec. 31, 2019 |
Share-Based Compensation (Details) [Line Items] | ||||||||
Exchange Ratio | 27.80% | |||||||
Vesting schedule period | 4 years | |||||||
Unrecognized compensation costs (in Dollars) | $ 43,548 | $ 43,548 | ||||||
Weighted-average remaining vesting period | 3 years 4 months 24 days | |||||||
2021 Omnibus Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Shares authorized | 10,368,750 | |||||||
Award units for grant | 6,311,665 | 6,311,665 | ||||||
TeraXion Inc [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Exercisable to purchase | 1,542,332 | 1,542,332 | ||||||
Fair value of common stock (in Dollars) | $ 82,441 | |||||||
TeraXion Inc [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Fair value of common stock (in Dollars) | $ 17,249 | $ 17,249 | ||||||
Restricted Stock Units (RSUs) [Member] | 2021 Omnibus Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Vesting schedule period | 4 years | |||||||
Historical Profit Interests [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Shares authorized | 513,846 | 513,846 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 9 | $ 3.28 | ||||||
Aggregated fair value per share (in Dollars per share) | $ 7.79 | $ 7.79 | $ 2.61 | $ 0.09 | ||||
Historical Profit Interests [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Vesting schedule period | 4 years | |||||||
Percentage of units vested | 75.00% | |||||||
Historical Profit Interests [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Percentage of units vested | 25.00% | |||||||
Historical Profit Interests [Member] | Class A Common Stock [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Shares authorized | 14,284,919 | 14,284,919 | ||||||
Restricted Stock [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 6.83 | |||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Percentage of units vested | 75.00% | |||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Vesting schedule period | 12 months | |||||||
Percentage of units vested | 25.00% | |||||||
Restricted Stock [Member] | Class A Common Stock [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Shares authorized | 1,751,360 | |||||||
Restricted Stock [Member] | Common Units [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Shares authorized | 62,998 | |||||||
Unvested Earn Out Shares [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Aggregated grant date fair value (in Dollars) | $ 3,919 | $ 3,919 | ||||||
Aggregated fair value per share (in Dollars per share) | $ 9.2 | $ 9.2 | ||||||
Share-Based Payment Arrangement, Option [Member] | TeraXion Inc [Member] | ||||||||
Share-Based Compensation (Details) [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of weighted average assumptions - Profit Interest [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation (Details) - Schedule of weighted average assumptions [Line Items] | |
Risk-free rate | 1.50% |
Volatility factor | 54.00% |
Geometric Brownian Motion | 0.853% |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of share-based compensation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of share-based compensation [Abstract] | ||
Research and development | $ 9,721 | |
Selling, general, and administrative | 13,184 | |
Total | $ 22,905 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of changes in the company’s outstanding aforementioned equity awards - Profit Interest [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation (Details) - Schedule of changes in the company’s outstanding aforementioned equity awards [Line Items] | |||
Number of Shares, Nonvested shares | 6,671,507 | 3,841,822 | 1,709,478 |
Weighted average grant date fair value, Nonvested shares (in Dollars per share) | $ 7.79 | $ 2.61 | $ 0.09 |
Number of Shares, Granted | 6,237,471 | 3,358,240 | |
Weighted average grant date fair value, Granted (in Dollars per share) | $ 9 | $ 3.28 | |
Number of Shares, Vested | (3,070,760) | (882,872) | |
Weighted average grant date fair value, (in Dollars per share) | $ 4.17 | $ 0.55 | |
Shares Retained to Cover Statutory Minimum Withholding Taxes, Vested | 153,636 | ||
Number of Shares, Forfeited | (337,026) | (343,024) | |
Weighted average grant date fair value, Forfeited (in Dollars per share) | $ 4.04 | $ 0.09 |
Share-Based Compensation (Det_5
Share-Based Compensation (Details) - Schedule of company’s outstanding options $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Schedule of company’s outstanding options [Abstract] | |
Options, Outstanding | shares | |
Weighted-average exercise price, Outstanding | $ / shares | |
Options, Assumed from acquisition | shares | 1,542,332 |
Weighted-average exercise price, Assumed from acquisition | $ / shares | $ 0.23 |
Options, Exercised | shares | (92,251) |
Weighted-average exercise price, Exercised | $ / shares | $ 0.71 |
Options, Forfeited or expired | shares | |
Weighted-average exercise price, Forfeited or expired | $ / shares | |
Options, Outstanding | shares | 1,450,081 |
Weighted-average exercise price, Outstanding | $ / shares | $ 0.2 |
Weighted-average remaining contractual term (years), Outstanding | 5 years 11 months 4 days |
Aggregate intrinsic value, Outstanding | $ | $ 17,095 |
Options, Exercisable | shares | 1,450,081 |
Weighted-average exercise price, Exercisable | $ / shares | $ 0.2 |
Weighted-average remaining contractual term (years), Exercisable | 5 years 11 months 4 days |
Aggregate intrinsic value, Exercisable | $ | $ 17,095 |
Options, Vested or expected to vest | shares | 1,450,081 |
Weighted-average exercise price, Vested or expected to vest | $ / shares | $ 0.2 |
Weighted-average remaining contractual term (years), Vested or expected to vest | 5 years 11 months 4 days |
Aggregate intrinsic value, Vested or expected to vest | $ | $ 17,095 |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details) - Schedule of basic and diluted net loss per common unit - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | |||
Net loss | $ (118,607) | $ (98,364) | |
Less: Net loss attributable to noncontrolling interest | (30,563) | (866) | |
Net loss attributable to indie Semiconductor, Inc. | (88,044) | (97,498) | |
Net loss attributable to common shares – dilutive | $ (88,044) | $ (97,498) | |
Denominator: | |||
Weighted average shares outstanding – basic (in Shares) | 70,012,112 | 31,244,414 | |
Weighted average common shares outstanding – diluted (in Shares) | [1] | 70,012,112 | 31,244,414 |
Net loss per share attributable to common shares – basic (in Dollars per share) | $ (1.26) | $ (3.12) | |
Net loss per share attributable to common shares – diluted (in Dollars per share) | $ (1.26) | $ (3.12) | |
[1] | Retroactively restated to give effect to the reverse recapitalization. |
Net Loss per Common Share (De_2
Net Loss per Common Share (Details) - Schedule of antidilutive units excluded from computation of net loss per unit - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive securities excluded from the calculation of net loss per unit | 76,244,588 | 45,041,798 |
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 | |
Unvested Class B 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 | 1,612,797 | 3,841,856 |
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 | 1,188,862 | |
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 | 3,869,848 | |
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 | |
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 | |
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 | |
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 | 30,448,081 | |
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 | |
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 | |
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 | |
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 | 1,725,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 11,493,000 | $ 1,071,000 |
Deferred Tax Assets, Investment in Subsidiaries | 41,788,000 | |
Unrecognized Tax Benefits | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties Expense | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Income Taxes (Details) [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards | 11,037,000 | |
Operating Loss Carryforwards | 37,791,000 | |
State and Local Jurisdiction [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 36,081,000 | |
Foreign Tax Authority [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 4,418,000 | |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||
Income Taxes (Details) [Line Items] | ||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 895,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income before income tax, domestic and foreign - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of income before income tax, domestic and foreign [Abstract] | ||
United States | $ (117,761) | $ (96,544) |
Foreign | (1,173) | (1,791) |
Total | $ (118,934) | $ (98,335) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of components of the provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of components of the provision for income taxes [Abstract] | ||
Federal | ||
State | 8 | |
Foreign | 181 | 18 |
Total current expense: | 189 | 18 |
Federal | ||
State | ||
Foreign | (516) | 11 |
Total deferred expense: | (516) | 11 |
Total income tax expense | $ (327) | $ 29 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of deferred tax assets and liabilities [Abstract] | ||
Reserves and accruals | $ 310 | $ 114 |
Investment in Ay Dee Kay, LLC | 41,788 | |
Net operating loss (“NOL”) carryforwards | 11,493 | 1,071 |
Total Deferred Tax Assets before Valuation Allowance | 53,591 | 1,185 |
Valuation Allowance | (53,430) | (1,040) |
Deferred Tax Assets – net of Valuation Allowance | 161 | 145 |
Fixed Assets | (56) | (33) |
Intangibles | (21,269) | (145) |
Total Deferred Tax Liabilities | (21,325) | (178) |
Net Deferred Tax Liabilities | $ (21,164) | $ (33) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of changes in the valuation allowance for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of changes in the valuation allowance for deferred tax assets [Abstract] | ||
Valuation Allowance as on January 1st | $ 1,040 | $ 617 |
Increases recorded to tax provision | 52,390 | 423 |
Valuation Allowance as on December 31st | $ 53,430 | $ 1,040 |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of effective income tax rate reconciliation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of effective income tax rate reconciliation [Abstract] | ||
Income tax provision at U.S. statutory federal rate | $ (25,509) | $ (20,650) |
State income tax provision, net of federal income tax effect | (5,891) | |
Foreign taxes provision | 22 | (72) |
Noncontrolling interest | 6,764 | |
Valuation allowance reductions (increases) | 24,150 | 470 |
Research and other tax credits | (270) | (37) |
Tax benefits on vested and exercised equity awards | 404 | |
Partnership/non-taxable income | 20,512 | |
Other | 3 | (194) |
Provision for income taxes | $ (327) | $ 29 |
Supplemental Financial Inform_3
Supplemental Financial Information (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of accrued expenses and other current liabilities [Abstract] | |||
Accrued payroll and employee benefits | $ 4,021 | $ 107 | |
Accrued purchase consideration from business combinations | 7,500 | 500 | |
City Semi deferred compensation | 833 | ||
Accrued interest | 785 | ||
Other | [1] | 6,289 | 1,130 |
Accrued expenses and other current liabilities | $ 18,643 | $ 2,522 | |
[1] | Amount represents accruals for various operating expenses such as professional fees, open purchase orders, royalties and other estimates that are expected to be paid within the next 12 months. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Aug. 13, 2019USD ($)shares | Oct. 31, 2021USD ($) | May 31, 2021USD ($) | Jan. 31, 2020USD ($) | Oct. 31, 2017USD ($) | Jul. 31, 2015USD ($)ft² | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 08, 2021shares | Feb. 03, 2021shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Apr. 30, 2018$ / sharesshares | Oct. 31, 2015 |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Lease expiration term | 5 years | |||||||||||||||||
Lease term | 5 years | 5 years | 5 years | |||||||||||||||
Square foot of lease space (in Square Feet) | ft² | 14,881 | |||||||||||||||||
Lease expires description | November 30, 2023 | October 2020 | ||||||||||||||||
Royalty expense | $ 810,000 | $ 386,000 | ||||||||||||||||
Accrued royalties | $ 264,000 | $ 139,000 | ||||||||||||||||
Common Unit, Class G [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Warrants demand (in Shares) | shares | 52,632 | |||||||||||||||||
Aliso Viejo Headquarters [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Square foot of lease space (in Square Feet) | ft² | 18,000 | |||||||||||||||||
Security deposit | $ 30,000 | |||||||||||||||||
Lowest tier of letter of credit | 200,000 | |||||||||||||||||
Monthly rent | $ 38,000 | |||||||||||||||||
Scotland Design Center Facility [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Monthly rent | $ 16,000 | |||||||||||||||||
Wuxi Sales And Design Center [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Lease term | 26 months | |||||||||||||||||
Monthly rent | $ 8,000 | |||||||||||||||||
Detroit Operating Lease [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Lease term | 7 years | |||||||||||||||||
Monthly rent | $ 22,000 | |||||||||||||||||
Austin, Texas Design Center [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Monthly rent | $ 13,000 | |||||||||||||||||
TeraXion Office Building [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Monthly rent | 38,000 | |||||||||||||||||
TeraXion Warehouse [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Monthly rent | $ 3,000 | |||||||||||||||||
PacWest [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Issuance of warrants (in Shares) | shares | 3,388 | |||||||||||||||||
Common Warrant [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Issuance of warrants (in Shares) | shares | 3,388 | |||||||||||||||||
Strike price per unit (in Dollars per share) | $ / shares | $ 35.42 | |||||||||||||||||
THUNDER BRIDGE ACQUISITION II, LTD. [Member] | ||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||
Strike price per unit (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||||||
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 | ||||||||||
THUNDER BRIDGE ACQUISITION II, LTD. [Member] | Underwriters Agreement [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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) - Schedule of rent expense [Line Items] | ||
Total | $ 1,242 | $ 1,932 |
Research and development [Member] | ||
Commitments and Contingencies (Details) - Schedule of rent expense [Line Items] | ||
Total | 966 | 1,381 |
Selling, general, and administrative [Member] | ||
Commitments and Contingencies (Details) - Schedule of rent expense [Line Items] | ||
Total | 252 | 551 |
Cost of goods sold [Member] | ||
Commitments and Contingencies (Details) - Schedule of rent expense [Line Items] | ||
Total | $ 24 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of future minimum lease payments $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2022 | $ 1,869 |
2023 | 1,674 |
2024 | 1,303 |
2025 | 1,177 |
2026 | 1,201 |
Thereafter | 1,686 |
Total | $ 8,910 |
Geographical Information (Detai
Geographical Information (Details) - Schedule of long-lived assets by geographic areas - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Geographical Information (Details) - Schedule of long-lived assets by geographic areas [Line Items] | ||
Property and equipment, net | $ 11,090 | $ 2,169 |
Canada | ||
Geographical Information (Details) - Schedule of long-lived assets by geographic areas [Line Items] | ||
Property and equipment, net | 5,802 | |
United States | ||
Geographical Information (Details) - Schedule of long-lived assets by geographic areas [Line Items] | ||
Property and equipment, net | 2,786 | 1,718 |
Israel | ||
Geographical Information (Details) - Schedule of long-lived assets by geographic areas [Line Items] | ||
Property and equipment, net | 1,297 | |
China | ||
Geographical Information (Details) - Schedule of long-lived assets by geographic areas [Line Items] | ||
Property and equipment, net | 843 | 272 |
Rest of world | ||
Geographical Information (Details) - Schedule of long-lived assets by geographic areas [Line Items] | ||
Property and equipment, net | $ 362 | $ 179 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended |
Oct. 21, 2021USD ($)shares | |
Subsequent Events (Details) [Line Items] | |
Cash | $ 10 |
Symeo GmbH [Member] | |
Subsequent Events (Details) [Line Items] | |
Cash | $ 10 |
Class A Common Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Equity-based earn-out (in Shares) | shares | 858,369 |
Summary of Significant Accoun_4
Summary of 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 | ||
Summary of 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 shares subject to redemption at December 31, 2020. |
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% | |||||||||
warrant price per share (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 | ||||||||
Promissory Note [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Outstanding borrowings | $ 277,000 | |||||||||
Borrowings | $ 300,000 | $ 300,000 | ||||||||
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 | ||||||||
warrant price per share (in Dollars per share) | $ 1 | |||||||||
Private Placement Warrants [Member] | Warrant [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate warrants purchased (in Shares) | 8,650,000 | 8,650,000 | ||||||||
warrant price per share (in Dollars per share) | $ 1 | $ 1 | ||||||||
Aggregated purchase price | $ 8,650,000 | $ 8,650,000 | ||||||||
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 | ||||||||
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 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate of founder shares of forfeiture (in Shares) | 1,125,000 | |||||||||
Founder Shares [Member] | Class B Ordinary 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% | |||||||||
Chief Executive Officer [Member] | IPO [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 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Advisor fees | $ 20,000 | |||||||||
Chief Executive Officer [Member] | IPO [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 |
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 |
Summary of Significant Accoun_5
Summary of 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 | ||
Summary of 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 shares subject to redemption at December 31, 2020. |
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 shares subject to redemption at December 31, 2020. | ||||||||||||||||||||
[3] | As restated amount includes an additional $97,181,794, 35,082,086, $37,908,314, and 18,387,385 for the 4th, 3rd, 2nd and 1st quarters, respectively. | ||||||||||||||||||||
[4] | As restate amount includes an increase of $17,808,732, $16,728,581, $16,579,701 and $16,426,469 for the 4th, 3rd, 2nd and 1st quarters, respectively. | ||||||||||||||||||||
[5] | As restated amount includes a decrease of 160, 162 and 159 or the 4th and 3rd quarters and on August 13, 2019. | ||||||||||||||||||||
[6] | As restated amount includes a decrease of $2,917,479, 4,310,339 and $5,049,201 or the 4th and 3rd quarters and on August 13, 2019. | ||||||||||||||||||||
[7] | As restated amount includes a decrease of $36,657,666, $38,558,188 and $37,235,353 for the 4th and 3rd quarters and on August 13, 2019. |