Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 15, 2024 | Jun. 30, 2023 | |
Document and Entity Information | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Fiscal Period Focus | FY | |||
Current Fiscal Year End Date | --12-31 | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Year Focus | 2023 | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Entity File Number | 001-40710 | |||
Entity Registrant Name | Tigo Energy, Inc. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 83-3583873 | |||
Entity Address, Address Line One | 655 Campbell Technology Parkway | |||
Entity Address, Address Line Two | Suite 150 | |||
Entity Address, City or Town | Campbell | |||
Entity Address, State or Province | CA | |||
Entity Central Index Key | 0001855447 | |||
Entity Address, Postal Zip Code | 95008 | |||
City Area Code | 408 | |||
Local Phone Number | 402-0802 | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |||
Trading Symbol | TYGO | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | false | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | true | |||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | |||
Entity Shell Company | false | |||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2023. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. | |||
Entity Common Stock, Shares Outstanding | 59,689,553 | |||
Entity Public Float | $ 281.9 | |||
Auditor Firm ID | 34 | 1596 | ||
Auditor Name | Deloitte & Touche LLP | Frank, Rimerman + Co. LLP | ||
Auditor Location | San Jose, California | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,405,000 | $ 36,194,000 |
Restricted cash | 1,523,000 | |
Marketable securities, short-term | 26,806,000 | |
Accounts receivable, net of allowance for credit losses of $4,011 and $76 at December 31, 2023 and December 31, 2022, respectively | 6,862,000 | 15,816,000 |
Inventory, net | 61,401,000 | 24,915,000 |
Deferred issuance costs | 2,221,000 | |
Notes receivable | 456,000 | |
Prepaid expenses and other current assets | 5,236,000 | 3,967,000 |
Total current assets | 104,710,000 | 85,092,000 |
Property and equipment, net | 3,458,000 | 1,652,000 |
Operating right-of-use assets | 2,503,000 | 1,252,000 |
Marketable securities, long-term | 1,977,000 | |
Intangible assets, net | 2,192,000 | 0 |
Deferred tax assets, net | 21,000 | |
Other assets | 707,000 | 82,000 |
Goodwill | 12,209,000 | |
Total assets | 127,777,000 | 88,078,000 |
Current liabilities: | ||
Accounts payable | 15,685,000 | 23,286,000 |
Accrued expenses and other current liabilities (Note 8) | 8,681,000 | 4,382,000 |
Deferred revenue, current portion | 335,000 | 950,000 |
Warranty liability, current portion | 526,000 | 392,000 |
Operating lease liabilities, current portion | 1,192,000 | 578,000 |
Current maturities of long-term debt | 10,000,000 | |
Total current liabilities | 26,419,000 | 39,588,000 |
Warranty liability, net of current portion | 5,106,000 | 3,959,000 |
Deferred revenue, net of current portion | 466,000 | 172,000 |
Long-term debt, net of current maturities and unamortized debt issuance costs (Note 9) | 31,570,000 | 10,642,000 |
Operating lease liabilities, net of current portion | 1,392,000 | 762,000 |
Preferred stock warrant liability | 1,507,000 | |
Total liabilities | 64,953,000 | 56,630,000 |
Convertible preferred stock: 10,000,000 and 47,484,663 shares authorized; zero and 46,467,565 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 87,140,000 | |
Commitments and Contingencies (Note 10) | ||
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value: 150,000,000 and 60,667,100 shares authorized, respectively; 58,751,666 and 5,469,921 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 6,000 | 1,000 |
Additional paid-in capital | 138,657,000 | 6,522,000 |
Accumulated deficit | (75,780,000) | (62,215,000) |
Accumulated other comprehensive loss | (59,000) | |
Total stockholders' equity (deficit) | 62,824,000 | (55,692,000) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 127,777,000 | $ 88,078,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net for allowance of credit losses (in Dollars) | $ 4,011 | $ 76 |
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock shares, authorized | 10,000,000 | 47,484,663 |
Convertible preferred stock shares issued | 0 | 46,467,565 |
Convertible preferred stock shares, outstanding | 0 | 46,467,565 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 150,000,000 | 60,667,100 |
Common stock issued (in Shares) | 58,751,666 | 5,469,921 |
Common stock, outstanding | 58,751,666 | 5,469,921 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenue | $ 145,233 | $ 81,323 |
Cost of revenue | 93,924 | 56,552 |
Gross profit | 51,309 | 24,771 |
Operating expenses: | ||
Research and development | 9,496 | 5,682 |
Sales and marketing | 21,281 | 10,953 |
General and administrative | 28,807 | 9,032 |
Total operating expenses | 59,584 | 25,667 |
Loss from operations | (8,275) | (896) |
Other (income) expenses, net: | ||
Change in fair value of preferred stock warrant and contingent shares liability | (1,109) | 1,020 |
Change in fair value of derivative liability | (12,247) | |
Loss on debt extinguishment | 171 | 3,613 |
Interest expense | 8,115 | 1,494 |
Interest income | (2,322) | (199) |
Other (income) expense, net | (37) | 142 |
Total other (income) expenses, net | (7,429) | 6,070 |
Loss before income tax expense | (846) | (6,966) |
Income tax expense | 138 | 71 |
Net loss | (984) | (7,037) |
Other comprehensive loss: | ||
Unrealized loss resulting from change in fair value of marketable securities | (59) | |
Total comprehensive loss | (1,043) | (7,037) |
Cumulative dividends on convertible preferred stock | (3,399) | (6,344) |
Net loss attributable to common stockholders | $ (4,383) | $ (13,381) |
Loss per common share | ||
Basic | $ (0.08) | $ (2.71) |
Diluted | $ (0.14) | $ (2.71) |
Weighted-average common shares outstanding | ||
Basic | 38,048,516 | 4,940,562 |
Diluted | 43,223,134 | 4,940,562 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Changes In Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Preferred Stock Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Notes Receivable from Related Parties | Accumulated Deficit | Accumulated Other Comprehensive Loss | ||
Balance, before retroactive conversion | $ (49,896) | $ 46,370 | $ 2 | $ 5,383 | $ (103) | $ (55,178) | ||||
Retroactive application | $ (1) | 1 | ||||||||
Retroactive application, shares | [1] | (126,942,949) | (15,778,049) | |||||||
Balance, before retroactive conversion, shares | [1] | 165,578,120 | 20,580,109 | |||||||
Beginning balance at Dec. 31, 2021 | (49,896) | $ 46,370 | $ 1 | 5,384 | (103) | (55,178) | ||||
Beginning balance, shares at Dec. 31, 2021 | [1] | 38,635,171 | 4,802,060 | |||||||
Issuance of common stock upon exercise of stock options | 325 | 325 | ||||||||
Issuance of common stock upon exercise of stock options, shares | [1] | 667,861 | ||||||||
Stock-based compensation expense | 813 | 813 | ||||||||
Proceeds from sale of Series E, net of issuance costs | $ 40,770 | |||||||||
Proceeds from sale of Series E, net of issuance costs, shares | [1] | 7,832,394 | ||||||||
Forgiveness of recourse note to purchase common stock, value | 103 | $ 103 | ||||||||
Net loss | (7,037) | (7,037) | ||||||||
Ending balance at Dec. 31, 2022 | (55,692) | $ 87,140 | $ 1 | 6,522 | (62,215) | |||||
Ending balance, shares at Dec. 31, 2022 | [1] | 46,467,565 | 5,469,921 | |||||||
Issuance of common stock upon exercise of stock options | $ 215 | 215 | ||||||||
Issuance of common stock upon exercise of stock options, shares | 433,915 | 433,906 | [1] | |||||||
Stock-based compensation expense | $ 3,808 | 3,808 | ||||||||
Issuance of common stock in connection with the acquisition of fSight | 10,077 | 10,077 | ||||||||
Issuance of common stock in connection with the acquisition of fSight, shares | [1] | 1,306,385 | ||||||||
Purchase price adjustment in connection with the fSight acquisition | 898 | 898 | ||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (91) | (91) | ||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes, shares | [1] | (11,832) | ||||||||
Convertible preferred stock dividends | 12,581 | (12,581) | ||||||||
Convertible preferred stock dividends, shares | [1] | 1,258,055 | ||||||||
Issuance of preferred stock upon exercise of preferred warrants | 2,008 | 2,008 | ||||||||
Issuance of preferred stock upon exercise of preferred warrants, shares | [1] | 193,372 | ||||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination | 87,140 | $ (87,140) | $ 5 | 87,135 | ||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination, shares | [1] | (47,918,992) | 47,918,992 | |||||||
Issuance of common stock upon exercise of common warrants, shares | [1] | 1,491,229 | ||||||||
Stock Issued During Period, Shares, Acquisitions | [1] | 1,306,385 | ||||||||
Issuance of common stock upon Business Combination, shares | [1] | 1,818,519 | ||||||||
Issuance of common stock upon Business Combination, value | 573 | 573 | ||||||||
Issuance of common stock upon exercise of common stock warrants, net of issuance costs and payments to warrant holders of non-redeemed warrants | 3,653 | 3,653 | ||||||||
Issuance of common stock upon exercise of common stock warrants, net of issuance costs and payments to warrant holders of non-redeemed warrants, shares | [1] | 324,546 | ||||||||
Reclassification of convertible note derivative liability to equity | 11,278 | 11,278 | ||||||||
Unrealized gain (loss) resulting from change in fair value of marketable securities | (59) | $ (59) | ||||||||
Net loss | (984) | (984) | ||||||||
Ending balance at Dec. 31, 2023 | $ 62,824 | $ 6 | $ 138,657 | $ (75,780) | $ (59) | |||||
Ending balance, shares at Dec. 31, 2023 | [1] | 58,751,666 | ||||||||
[1] The shares of the Company’s common and redeemable convertible preferred stock prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.233335 established in the Business Combination as described in Note 3. |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Changes In Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business acquisition shares exchange ratio | 0.23334% | 0.23334% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating activities: | ||
Net loss | $ (984) | $ (7,037) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,106 | 562 |
Reserve for inventory obsolescence | 713 | 123 |
Change in fair value of preferred stock warrant and contingent shares liability | (1,109) | 1,020 |
Change in fair value of derivative liability | (12,247) | |
Deferred tax benefit | (21) | |
Non-cash interest expense | 5,473 | 256 |
Stock-based compensation | 3,808 | 813 |
Allowance for credit losses | 3,870 | 596 |
Loss on debt extinguishment | 171 | 3,613 |
Non-cash lease expense | 996 | 535 |
Forgiveness of recourse promissory note and accrued interest | 117 | |
Accretion of interest on marketable securities | (508) | |
Loss on disposal of property and equipment | 17 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,201 | (12,533) |
Inventory | (37,199) | (14,969) |
Prepaid expenses and other assets | (1,272) | (2,459) |
Accounts payable | (8,577) | 10,890 |
Accrued expenses and other liabilities | 3,383 | 952 |
Deferred revenue | (321) | 673 |
Warranty liability | 1,281 | 958 |
Deferred rent | (135) | |
Operating lease liabilities | (1,003) | (447) |
Net cash used in operating activities | (37,222) | (16,472) |
Investing activities: | ||
Purchase of marketable securities | (53,483) | |
Cash invested in note receivable | (456) | |
Acquisition of fSight | (16) | |
Purchase of intangible assets | (450) | |
Purchase of property and equipment | (2,114) | (1,147) |
Sales and maturities of marketable securities | 25,149 | |
Net cash used in investing activities | (30,914) | (1,603) |
Financing activities: | ||
Proceeds from Convertible Promissory Note | 50,000 | 25,000 |
Repayment of Series 2022-1 Notes | (20,833) | (4,165) |
Repayment of Senior Bonds | (10,000) | |
Payment of financing costs | (358) | (3,473) |
Proceeds from sale of Series E convertible preferred stock | 40,978 | |
Proceeds from Business Combination | 2,238 | |
Proceeds from exercise of stock options | 215 | 325 |
Payment of tax withholdings on stock options | (91) | |
Payment of deferred issuance costs related to the Merger | (139) | |
Payment of issuance costs related to the sale of Series E convertible preferred stock | (208) | |
Proceeds from common stock warrant redemption, net of issuance costs and payments to warrant holders of non-redeemed warrants | 3,653 | |
Net cash provided by financing activities | 34,824 | 48,318 |
Net (decrease) increase in cash and restricted cash | (33,312) | 30,243 |
Cash, cash equivalents, and restricted cash at beginning of period | 37,717 | 7,474 |
Cash, cash equivalents, and restricted cash at end of period | 4,405 | 37,717 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,418 | 1,238 |
Cash paid for income taxes, net | 95 | 109 |
Supplemental schedule of non-cash investing and financing activities: | ||
Financing costs in accounts payable and accrued expenses | 2,082 | |
Net assets acquired from ROCG | 573 | |
Operating lease right of use assets obtained in exchange for operating lease liabilities | 2,247 | 1,787 |
Property plant and equipment in accounts payable | 693 | $ 135 |
Non-cash consideration paid for the acquisition of fSight | 10,974 | |
Contingent shares liability from fSight acquisition | 2,167 | |
Fair value of derivative note liability at issuance | 23,525 | |
Dividends on Series D and Series E convertible preferred stock | 12,581 | |
Reclassification of deferred issuance costs to additional paid in capital | 2,221 | |
Conversion of convertible preferred stock into common stock in connection with the Business Combination (Note 3) | 87,140 | |
Issuance of preferred stock upon exercise of preferred warrants | 2,008 | |
Unrealized loss resulting from change in fair value of marketable securities | (59) | |
Reclassification of convertible note derivative liability to equity | $ 11,278 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Tigo Energy, Inc. (f/k/a Roth CH Acquisition IV Co.) and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct subsidiary: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), and its wholly-owned indirect subsidiaries: Tigo Energy Israel Ltd., Foresight Energy, Ltd. (“fSight”), Tigo Energy Italy SRL, Tigo Energy Systems Trading (Suzhou) and Tigo Energy Australia Pty Ltd. Prior to the consummation of the Business Combination (as defined below), the operations of the Company were conducted through Legacy Tigo. Legacy Tigo was incorporated in Delaware in 2007 and commenced operations in 2010. The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. The Company is headquartered in Campbell, California with offices in Europe, Asia and the Middle East. Entry into a Material Definitive Agreement On December 5, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Legacy Tigo, entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, ROCG changed its name to “Tigo Energy, Inc.” Please refer to Note 3 “Merger with ROTH CH Acquisition IV Co.” for additional details regarding the Business Combination. Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Pursuant to the Business Combination, the merger between ROCG and Legacy Tigo was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, ROCG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Tigo. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively recasted as shares reflecting the exchange ratio established in the Business Combination. Please refer to Note 3 “Merger with ROTH CH Acquisition IV Co.” for additional details regarding the Business Combination. The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other (income) expense, net in the consolidated statements of operations and comprehensive loss and were not material for the years ended December 31, 2023 and 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of Estimates The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the consolidated financial statements include revenue recognition, fair value of investments, allowance for credit allowances, inventory valuation, impairment of long-lived assets, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, product warrant liabilities, incremental borrowing rate for right-of-use assets and lease liability, and the valuation of the derivative liability, valuation allowance, income tax benefit (provision), preferred stock warrant liabi lities and stock-based compensation, including the underlying fair value of the preferred and common stock. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties. Reclassification, Change in Presentation and Prior Year Omitted Disclosures Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation as follows. Customer deposits in previous periods were recorded in other accrued liabilities within the consolidated balance sheet. Customer deposits are now recorded in deferred revenue, current portion and deferred revenue, net of current portion within the consolidated balance sheet. The amount of customer deposits that was reclassified to deferred revenue, current portion on the Company's consolidated balance sheet as of December 31, 2022 was $ 0.9 million. Disclosures including the roll-forward related to allowance for credit losses (refer to “ Accounts Receivable and Allowance for Credit Losses ” in this Note) and long-lived assets by geographic region (refer to “ Long-lived assets ” in Note 16) were omitted from our prior year financials for the year ended December 31, 2022. The disclosures have been included for the year ended December 31, 2023 and include the comparative period for the year ended December 31, 2022. Additionally, there was a change in presentation related to the disclosure for supplementary balance sheet information related to Inventory (refer to “Inventory, net” in Note 8) for the year-ended December 31, 2022 to net the inventory reserve against the individual inventory classes instead of separately disclosing the reserve balance. These adjustments had no impact on the consolidated balance sheets, statements of operations and comprehensive loss, or cash flows as there was no change in the amounts recorded. The Company has determined that these adjustments were immaterial both individually and in the aggregate. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, marketable securities and accounts receivable. The Company maintains deposits in federally insured financial institutions, which, at times, may exceed federally insured limits. The Company believes it is not exposed to significant credit risk beyond the normal credit risk associated with commercial banking relationships as the Company’s cash and restricted cash are deposited with major financial institutions in the U.S., Europe, the Middle East and Asia. The Company does not believe it is exposed to any significant credit risk due to the high credit quality of the financial instruments in which the money is held. At December 31, 2023 and 2022, the Company held insignificant cash in foreign bank accounts. To date, the Company has not experienced any losses on its deposits of cash. During the year ended December 31, 2023, there were no individual customers that exceeded 10% of the Company’s annual net revenue. During the year ended December 31, 2022, there was one individual customer that exceeded 10% of the Company’s annual net revenue. This customer accounted for 10.6 % of annual net revenue. Accounts receivable from this customer represented 13.0 % of the Company's total accounts receivable balance. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources a nd in assessing performance. The CODM is the Company’s Chief Executive Officer. The Company views and manages its operations as a single operating segment. Please refer to Note 16 “Segment and Geographic Information” for additional details. Fair Value of Financial Instruments The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used to estimate the fair value of financial instruments are not necessarily an indication of the risk associated with those financial instruments. The three-level hierarchy for fair value measurement is defined as follow s: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Management believes that the carrying amounts of the Company’s financial instruments, including cash and cash equivale nts, restricted cash, accounts receivable, accrued expenses and accounts payable approximate fair value due to the short-term nature of these instruments. Cash and Cash Equivalents The Company’s cash and cash equivalents include short-term highly-liquid investments with an original maturity of 90 days or less when purchased and are carried at fair value in the accompanying consolidated balance sheets. The Company consid ers all highly-liquid investments with a remaining maturity of three months or less at the date of purchase to be cash. Cash consists primarily of amounts in checking and savings accounts. Restricted Cash and Reconciliation to the Consolidated Statements of Cash Flows Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s Senior Bonds for the year ended December 31, 2022. Please refer to Note 9 “Long-Term Debt” for additional details regarding the Company's Senior Bonds . The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flow s: Year Ended December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 4,405 $ 36,194 Restricted cash — 1,523 Cash, cash equivalents, and restricted cash at end of period presented in the consolidated statement of cash flows $ 4,405 $ 37,717 Marketable Securities The Company’s marketable securities consist of investments in U.S. agency securities and corporate bonds that are classified as available-for-sale. The securities are carried at fair value with the unrealized gains and losses included in other comprehensive loss, a component of stockholders’ equity (deficit). Realized gains, losses, and declines in value determined to be other than temporary are included in the Company’s consolidated statements of operations and comprehensive loss. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statements of operations and comprehensive loss. No such adjustments were necessary during the periods presented. Accounts Recei vable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount, do not bear interest, and are typically due 30 days from the invoice date. The Company generally does not require collateral from its customers and maintains an allowance for anticipated credit losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition, all of which are subject to change. Additionally, the Company monitors activities and considers future reasonable and supportable forecasts of economic conditions to adjust all general and customer specific reserve percentages, as necessary. Balances recorded for estimated credit losses are written-off when they are determined to be uncollectible. The following table sets forth activities in the allowance for credit losses for the periods indicated: Year Ended December 31, (in thousands) 2023 2022 Allowance for credit losses, beginning balance $ 76 $ 109 Net charges to expense or revenue 3,960 596 Write-offs, net of recoveries ( 25 ) ( 629 ) Allowance for credit losses, ending balance $ 4,011 $ 76 Inventory, net In accordance with FASB ASU No. 2015-11, inventory is valued at the lower of cost or net realizable value (“NRV”) with cost determined under the first-in, first-out (“FIFO”) method. The determination of NRV involves numerous judgments, including estimated average selling prices based upon recent sales volumes, industry trends, existing customer orders, current contract price, future demand, pricing for the Company’s products and technological obsolescence of the Company’s products. Inventory that is obsolete, in excess of the Company’s forecasted demand or is anticipated to be sold at a loss is written down to its NRV based on expected demand and selling prices. Deferred Issuance Costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred financing costs are expensed immediately. The Company incurred $ 2.2 million in fees associated with the Merger, which are recognized as deferred issuance costs in the accompanying balance sheet at December 31, 2022. Deferred issuance costs associated with our debt financing are recorded as contra-liabilities within long-term debt, net of current maturities and unamortized debt issuance costs in the consolidated balance sheet. All amortization of deferred issuance costs is presented within the interest expense line in the consolidated statement of operations. Property and equipment, net Property and equip ment is stated at cost, less accumulated depreciation. Cost includes amounts paid to acquire or construct the asset as well as any expenditure that substantially adds to the value of or significantly extends the useful life of an existing asset. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which ranges from 3 to 7 years. Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements. Leases The Company determines if an arrangement is or contains a lease at inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments over the lease term. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. The Company combines the lease and non-lease components in determining the operating lease assets and liabilities. Additionally, for short-term leases with an initial lease term of 12 months or less and with purchase options the Company is not reasonably certain will be exercised, the Company elected to not record ROU assets or corresponding lease liabilities on the Company’s consolidated balance sheet. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired in addition to liabilities assumed arising from the acquisition of fSight. Initially the Company measures goodwill based upon the value of the consideration paid plus or minus net assets assumed. The goodwill arising from the Company's acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets are recorded at cost or when acquired as part of a business combination at estimated fair value. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company's amortizable intangible assets consist primarily of patents, developed technology, and customer relationships. The useful life of these intangible assets ranges from 6 to 10 years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company will perform an annual impairment assessment for goodwill and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Long-Lived Assets The Company reviews its long-lived assets, which consists of property and equipment, net and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of their carrying cost amount or fair value less cost to sell. No impairment losses were identified for the years ended December 31, 2023 and 2022. Customer Deposits Customer deposits consist of deposits received by the Company, as required on certain contracts and agreements, which are refundable at the termination of the contract. Customer deposits are recorded in deferred revenue, current portion within the consolidated balance sheet. Please refer to the “Reclassification” section in this note for further clarification on the overall presentation of customer deposits in the Company’s consolidated balance sheet as of December 31, 2022. Product Warranties The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition , from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends. The following table summarizes the changes in product warranty liability: Year Ended December 31, (in thousands) 2023 2022 Balance at the beginning of the period $ 4,351 $ 3,393 Provision for warranty 1,702 1,149 Warranty usage ( 421 ) ( 191 ) Balance at the end of the period $ 5,632 $ 4,351 Convertible Promissory Note On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (the “Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l (“L1 Energy”) pursuant to which the Company issued a convertible promissory note in an aggregate principal amount of $ 50.0 million (the “Convertible Promissory Note”). The Company analyzes its convertible debt instruments for embedded attributes that may require bifurcation from the host and accounted for as derivatives. At the inception of each instrument, in the event of a modification of a debt agreement, and at each reporting date, the Company performs an analysis of the embedded features requiring bifurcation and may elect, if eligible, to account for the entire debt instrument at fair value. If the fair value option were to be elected, any changes in fair value would be recognized in the accompanying statements of operations until the instrument is settled. Under the terms of the Note Purchase Agreement, the Convertible Promissory Note may be converted at the option of the noteholder into shares of Common Stock or an equivalent equity instrument resulting from a public company event. As a result of the Business Combination, the conversion options were bifurcated and accounted for as derivatives. The derivative instrument was recorded at fair value upon recognition and was subject to remeasurement to fair value at each balance sheet date, with any changes in estimated fair value recognized in the accompanying consolidated statements of operations and comprehensive income (loss). On September 24, 2023, the Company and L1 Energy entered into an Amendment to Note Purchase Agreement and Convertible Promissory Note (the “Convertible Note Amendment”) which amended the conversion terms and, as a result of such amendment, the conversion options no longer met the requirements to be bifurcated in accordance with ASC Topic 815, “Derivatives and Hedging” . The carrying value of the convertible note derivative liability was remeasured to fair value immediately prior to the execution of the Convertible Note Amendment and the change in fair value was recorded to the Company ’ s consolidated statements of operations and comprehensive loss. The carrying value of the convertible note derivative liability was reclassified to equity and was recorded into additional paid-in capital on the Company’s consolidated balance sheet. Please refer to Note 6 “Fair Value of Financial Instruments” for further details regarding the fair value of the derivative instrument. In addition, please refer Note 9 “Long-Term Debt” for additional details regarding the Convertible Promissory Note and derivative instrument. Convertible Preferred Stock Warrants Warrants to purchase a total of 1,064,446 shares of Series C convertible preferred stock of Legacy Tigo were initially recognized as a liability and recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Business Combination, Legacy Tigo convertible preferred stock was remeasured immediately before the Merger date, and was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of 828,733 shares of convertible preferred stock which were immediately converted into Common Stock in connection with the recapitalization. As of December 31, 2023, there were no convertible preferred stock warrants outstanding. Business Combinations Other than the Merger, which was accounted for as a reverse recapitalization (see Note 3 for additional information), the Company accounts for business combinations under ASC Topic 805, “Business Combinations” using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require the Company to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer relationships and developed technology, royalty rates, and discount rates. The Company records the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and results of operations are included as of and subsequent to the acquisition date. If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, the Company reports provisional amounts in the consolidated financial statements. During the measurement period, the provisional amounts recognized at the acquisition date will be adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and the Company records those adjustments in the consolidated financial statements. Revenue Recognition The Company complies with ASC Topic 606 , “Revenue from Contracts with Customers” (“ASC Topic 606”) for revenue recognition. In accounting for contracts with customers: The Company determines revenue recogni tion through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenues from contracts with its customers. A description of principal activ ities from which the Company generates revenues follows. • Products Delivered at a Point in Time. The Company’s primary source of revenue is the sale of its hardware products. The Company’s hardware products are fully functional at the time of shipment and do not require modification or customization for customers to use the products. The Company sells its products primarily to distributors that resell the Company’s products to end users. Distributors do not have general rights of return and generally order goods for immediate resale to end customers. The Company uses present right to payment and transfer of title as indicators to determine the transfer of control to the customer. The Company recognizes revenue at a point in time when its performance obligation has been satisfied and control of the product is transferred to the customer, which generally aligns with shipping terms. Contract shipping terms include ExWorks (“EXW”), FOB Shipping Point and FOB Destination incoterms. Under EXW (meaning the seller fulfills its obligation to deliver when it makes goods available at its premises, or another specified location, for the buyer to collect), the performance obligation is satisfied and control is transferred at the point when the customer is notified that their order is available for pickup. Under FOB Shipping Point, control is transferred to the customer at the time the good is transferred to the shipper and under FOB Destination, at the time the customer receives the goods. We deduct sales returns to arrive at net revenue. Sales tax and other similar taxes are excluded from revenues. The Company has made the election to account for shipping and handling as activities to fulfill the promise to transfer the product and as such records amounts charged to customers for shipping and handling as revenue and the related costs are included in cost of revenues. • Services Delivered Over Time. Sales of the Company’s hardware products can include the Company’s free or premium web-based monitoring service. These monitoring services represent a single performance obligation and is deferred at the sale date. The free monitoring service revenue is recognized ratably over an estimated service period of 5 years as the service is performed. The premium monitoring service is recognized ratably over the contracted service period, up to 20 years, as the service is performed. The full consideration of monitoring service revenue represented less than 1 % of the total net revenue during the years ended December 31, 2023 and 2022. The allocation of revenue between the hardware and monitoring service deliverables is based on the Company’s best estimate of the standalone selling price determined by considering multiple factors, including internal costs, gross margin and historical selling practices. Additionally, the Company provides software as a service (“SaaS”) platform for our Predict+ technology. The Predict+ service revenue is recognized ratably over a contract service period up to 11 years, as the service is performed. The Company typically incurs incremental costs to acquire customer contracts related to the Company’s hardware sales in the form of sales commissions; however, because the expected benefit from these contracts is one year or less, the Company follows the ASC Topic 606 practical expedient and expenses these amounts as incurred. The Company records certain contra revenue promotions as variable consideration and recognizes these promotions at the time the related revenue is recorded. Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date. See Note 7 for additional information. Cost of Revenue The Company includes the following in cost of revenue: product costs, warranty costs, manufacturing personnel and logistics costs, inventory reserve charges, shipping and handling costs, hosting service costs related to the monitoring service, depreciation and am ortization of manufacturing test equipment, and employee-related expenses which primarily consists of employees ’ salaries and health insurance expense. Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for stock-based awards based on the grant-date fair value of the award. The Company uses the Black-Scholes option pricing model to value its stock option awards. The fair value of restricted stock units (“RSU”) granted is determined based on the price of the Company’s common stock on the date of grant. The Company recognizes compensation expense of its awards over the requisite service period, which is typically the vesting period, for the entire award using the straight-line attribution method. The Company accounts for forfeitures as they occur. Estimating the fair value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Research and Development Research and development expenses are comprised of costs to design, develop, test or significantly improve our solar energy hardware and software solutions and primarily include personnel costs and facility-related expenses. Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses incurred by the Company were $ 0.8 million and $ 0.4 million for the years ended December 31, 2023 and 2022, respectively. Income Taxes Income taxes are accounted for under the asset-and-liability method as required by ASC Topic 740, “ Income Taxes” (“ASC Topic 740”). Deferred tax assets and liabilities are recognized 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 corresponding to the enactment date. Under ASC Topic 740, a valuation allowance is required when it is more likely than not that all or some portion of the deferred tax assets will not be realized through generating sufficient future taxable income. ASC Topic 740 defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the consolidated financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with the disclosure requirements of ASC Topic |
Merger with Roth CH Acquisition
Merger with Roth CH Acquisition IV Co. | 12 Months Ended |
Dec. 31, 2023 | |
Roth CH Acquisition IV Co. | |
Business Acquisition [Line Items] | |
Merger with Roth CH Acquisition IV Co. | 3. Merger with Roth CH Acquisition IV Co. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG was treated as the “acquired” company and Legacy Tigo was considered the “acquirer” for financial reporting purposes. This determination was primarily based on Legacy Tigo stockholders comprising a majority of the voting power of the Company, Legacy Tigo’s senior management comprising substantially all of the senior management of the Company, Legacy Tigo’s relative size compared to ROCG, and Legacy Tigo’s operations prior to the acquisition comprising the only ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Tigo with the Business Combination being treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Tigo. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio established in the Business Combination of 0.233335 (the “Exchange Ratio”) to affect the reverse recapitalization. As part of the reverse recapitalization, Legacy Tigo acquired $ 2.2 million of cash, $ 0.6 million of prepaid expenses and insurance and assumed $ 3,400 of accrued expenses and $ 61,000 of income tax payable. The Company incurred $ 6.1 million in transaction costs relating to the Business Combination, which were charged directly to additional paid in capital to the extent of cash received. Transaction costs in excess of cash acquired of $ 3.9 million were charged to general and administrative expenses. Immediately prior to the closing of the Business Combination: • all shares of Legacy Tigo’s outstanding Series E, Series D, Series C-1, Series C, Series B-4, Series B-3, Series B-2, Series B-1, Series A-4, Series A-3, Series A-2, and Series A-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis and additional shares of Legacy Tigo common stock were issued to settle the accumulated dividend to the Series E and Series D convertible preferred stockholders of $ 12.6 million; • all common warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis; and • all preferred warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo preferred stock on a one-to-one basis, and subsequently converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis. At the effective time of the Business Combination, each share of Legacy Tigo common stock issued and outstanding immediately prior to the closing (including the shares of Legacy Tigo common stock issued in connection with the foregoing) were canceled and converted into the right to receive a pro rata portion of the merger consideration based on the Exchange Ratio. Immediately following the Business Combination, there were 58,144,543 shares of Common Stock issued and outstanding, options to purchase an aggregate of 4,358,301 shares of Common Stock and 5,768,750 warrants outstanding to purchase shares of Common Stock. |
Acquisition of Foresight Energy
Acquisition of Foresight Energy, Ltd. | 12 Months Ended |
Dec. 31, 2023 | |
fSight | |
Business Acquisition [Line Items] | |
Acquisition of Foresight Energy, Ltd. | 4. Acquisition of Foresight Energy, Ltd. On January 25, 2023 (“Acquisition Closing Date”), Legacy Tigo acquired 100 % of the equity interests of fSight. The results of fSight’s operations have been included in the consolidated financial statements since the Acquisition Closing Date. fSight primarily focuses on developing and marketing a software as a service platform, based on artificial intelligence for the smart management of electrical energy. The acquisition expands the Company’s ability to leverage energy consumption and production data for solar energy producers, adding a prediction platform that provides actionable system performance data, from the grid down to the module level. Under the terms of the purchase agreement, total consideration amounted to $ 13.2 million which consisted of 5,598,751 shares of Legacy Tigo’s common stock (which represents 1,306,385 shares of Common Stock on an as-converted basis as a result of the Business Combination) issued at closing with a fair value of approximately $ 11.0 million, 737,233 shares of Legacy Tigo’s common stock (which represents 172,022 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $ 1.4 million to be issued 12 months from closing and 368,617 shares of Legacy Tigo’s common stock (which represents 86,011 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $ 0.7 million to be issued 18 months from closing (collectively with the shares to be issued at 12 months “Contingent Shares”). In addition to the consideration in the purchase agreement, there is an additional $ 0.5 million in consideration related to a loan that the Company issued to fSight prior to the Acquisition Closing Date, for a total consideration transferred of $ 13.7 million. The loan payable was deemed settled immediately following the Acquisition Closing Date. Pursuant to the terms of the purchase agreement, the Contingent Shares are subject to adjustment based on certain indemnification obligations, liabilities or settlements that may arise during the contingency period, which ends 18 months following the Acquisition Closing Date. During the year ended December 31, 2023, there was an adjustment recorded against the Contingent Shares related to an unrecorded liability that was not present as of the opening balance sheet date of January 25, 2023, and the number of Contingent Shares was adjusted downward by 5,745 shares to reflect this change. As of December 31, 2023, there was a total of up to 252,288 Contingent Shares that may be issued pursuant to the terms of the purchase agreement. The contingent shares were recorded as a liability at a fair value of approximately $ 2.1 million on the Acquisition Closing Date based on the fair value of Legacy Tigo’s common stock at the Acquisition Closing Date. The contingent shares liability is recorded in accrued expenses and other current liabilities financial statement line items within the consolidated balance sheet. At December 31, 2023, the liability was revalued to $ 0.5 million based upon Legacy Tigo’s common stock fair value per share on December 31, 2023. The $ 1.6 million gain on mark to market was recorded in the change in fair value of preferred stock warrant and contingent share liability financial statement line item within the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. The transaction was accounted for as a business combination pursuant to ASC Topic 805, “Business Combinations” , using the acquisition method of accounting and in conjunction with the acquisition, Legacy Tigo recognized $ 0.2 million of acquisition-related costs during the year ended December 31, 2023, which were expensed as incurred and are recorded in general and administrative expenses on the consolidated statement of operations and comprehensive loss. The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition: (in thousands) As previously reported - September 30, 2023 PPA Adjustments Final - December 31, 2023 Consideration transferred (1) : Fair value of common stock issued $ 10,974 $ — $ 10,974 Fair value of contingent shares 2,167 — 2,167 Deemed settlement of loan payable 527 — 527 Total consideration $ 13,668 $ — $ 13,668 Assets Acquired Cash and cash equivalents $ 55 $ — $ 55 Accounts receivable 117 — 117 Property and equipment 9 — 9 Developed technology 1,820 — 1,820 Customer relationships 170 — 170 Goodwill 13,079 ( 870 ) 12,209 Total assets acquired $ 15,250 $ ( 870 ) $ 14,380 Liabilities Assumed Accounts payable $ 418 $ — $ 418 Accrued expenses 294 — 294 Other current liabilities 89 ( 89 ) — Other long-term liabilities 781 ( 781 ) — Net assets acquired $ 13,668 $ ( 870 ) $ 13,668 (1) The reported provisional amounts presented above have been updated from the Company ’ s S-1 filed with the SEC on June 22, 2023. The Company recorded an out of period adjustment related to the adjustment of the provisional fair market value of the Legacy Tigo common stock that was used to develop the calculation of the purchase price consideration. The Company does not believe that the adjustment had a material impact on its consolidated statements of operations and comprehensive loss, consolidated balance sheets, or consolidated statements of cash flows in any periods previously reported. During the fourth quarter of 2023, upon the recognition that the liabilities associated with other current liabilities and other long-term liabilities, initially assumed and incorporated within the opening balance sheet as of January 25, 2023, were not obligatory, the Company made an adjustment to the financial statement line items associated with these liabilities and correspondingly adjusted goodwill. Additionally, in the fourth quarter of 2023, the Company finalized its fair value determination on the acquired assets and assumed liabilities, and completed its assessment of the purchase price allocation. The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition date estimated fair values. Accounts receivable and property and equipment acquired were not material in size or scope, and the carrying amounts of these assets represented their fair value. The identifiable intangible assets consist of developed technology and customer relationships which were assigned fair values of approximately $ 1.8 million and $ 0.2 million, respectively. The developed technology and customer relationships are all being amortized on a straight-line basis over 10 years. Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired in addition to liabilities assumed arising from the business combination. The Company believes the goodwill related to the acquisition was attributable to the expected synergies, value of the assembled workforce, and the collective experience of the management team with regards to its operations, customers, and industry. As a non-taxable stock acquisition, the value attributable to the acquired intangibles and goodwill are not tax deductible. Supplemental Pro Forma Information (Unaudited) The following table presents supplemental pro-forma information for the years ended December 31 2023 and 2022, as if the merger with fSight had occurred on January 1, 2022. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information. Year Ended December 31, (in thousands) 2023 2022 Net revenue $ 145,301 $ 81,629 Net loss $ ( 1,130 ) $ ( 8,313 ) Supplemental Information of Operating Results For the year ended December 31, 2023, the Company’s consolidated statement of operations included net revenues of $ 0.6 million and a net loss of $ 1.4 million attributable to fSight. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 5. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net loss per share of common stock is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities, which include convertible preferred stock. Under the two-class method, net loss is adjusted by the difference between the fair value of consideration transferred and the carrying amount of convertible preferred stock during periods where the Company redeems its convertible preferred stock. The remaining earnings (undistributed earnings) are allocated to common stock and each series of convertible preferred stock to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. For the year ended December 31, 2023, the Company reported a net loss. In accordance with ASC Topic 260, “Earning Per Share” , the difference between our basic and diluted loss per share calculations is due to the application of the if-converted method for the Company’s convertible debt. In the diluted loss per share calculation, the numerator is adjusted by adding back interest expense and changes in fair value of derivative liability, reflecting the assumed conversion of the convertible debt into Common Stock. The denominator includes the dilutive effect of the shares that the Company would issue under the convertible notes if-converted. For the year ended December 31, 2022, the Company reported a net loss. The diluted net loss per share calculation is the same as basic net loss per share since dilutive shares are not assumed to have been issued if their effect is antidilutive. Therefore, the weighted-average shares used to calculate both basic and diluted net loss per share are the same. The following table sets forth the computation of basic and diluted net loss per share to common stockholders: Year Ended December 31, (in thousands, except share and per share data) 2023 2022 Basic net loss per common share calculation: Net loss attributable to common stockholders $ ( 4,383 ) $ ( 13,381 ) Undistributed loss to preferred stock stockholders 1,418 — Net loss attributable to common stockholders – basic $ ( 2,965 ) $ ( 13,381 ) Weighted-average shares of common stock outstanding – basic 38,048,516 4,940,562 Net loss per share of common stock – basic $ ( 0.08 ) $ ( 2.71 ) Diluted net loss per common share calculation: Net loss attributable to common stockholders $ ( 4,383 ) $ ( 13,381 ) Reverse: interest expense and change in fair value on derivative liability ( 4,322 ) — Net loss attributable to common stockholders ( 8,705 ) ( 13,381 ) Undistributed loss to preferred stock stockholders 2,817 — Net loss attributable to common stockholders – diluted $ ( 5,888 ) $ ( 13,381 ) Weighted-average shares of common stock outstanding – basic 38,048,516 4,940,562 Convertible promissory note 5,174,618 — Weighted-average shares of common stock – diluted 43,223,134 4,940,562 Net loss per share of common stock – diluted $ ( 0.14 ) $ ( 2.71 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: As of December 31, 2023 2022 Outstanding stock options and restricted stock units 3,470,172 4,263,243 Convertible preferred stock warrants 580,729 248,372 Common stock warrants 75,305 1,915,372 Convertible preferred stock — 46,467,565 4,126,206 52,894,552 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments Fair Value Measurements The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis: Fair value measurement at (in thousands) (Level 1) (Level 2) (Level 3) (1) December 31, 2023 Assets: Cash equivalents: Money market accounts $ 1,646 $ — $ — Marketable securities: Corporate bonds $ — $ 19,489 $ — U.S. agency securities $ — $ 9,294 $ — Liabilities: Contingent shares liability from fSight acquisition $ 527 $ — $ — December 31, 2022 Liabilities: Preferred stock warrant liability $ — $ — $ 1,507 (1) The Company utilized the Black-Scholes options pricing model to fair value the preferred stock warrant liability. The following is a summary of the changes in fair value of the Company’s marketable securities as of December 31, 2023: (in thousands) Amortized cost Unrealized gain Unrealized loss Fair value Available-for-sale marketable securities: Current assets Corporate bonds $ 17,561 $ 2 $ ( 52 ) $ 17,511 U.S. agency securities 9,300 2 $ ( 7 ) 9,295 Total 26,861 4 ( 59 ) 26,806 Long-term assets Corporate bonds 1,981 3 ( 7 ) 1,977 Total 1,981 3 ( 7 ) 1,977 Total available-for-sale marketable securities $ 28,842 $ 7 $ ( 66 ) $ 28,783 As of December 31, 2023, available-for-sale securities consisted of investments that mature within approximately one to two years. The fair value of the preferred stock warrants was calculated using the Black-Scholes option pricing model and is revalued to fair value at the end of each reporting period until the earlier of the exercise or expiration of the preferred stock warrants. As a part of the Business Combination, Legacy Tigo preferred stock warrants were converted into the Legacy Tigo common stock at the conversion rate in effect immediately prior to the consummation of the Business Combination. Please see Note 3, “Merger with Roth CH Acquisition IV Co.” for additional information. The fair value of the warrant liabilities was estimated using the Black-Scholes option pricing model using the following assumptions: May 23, 2023 As of December 31, Expected volatility 68 % - 70 % 70 % - 76 % Risk-free interest rate 4.10 % - 4.28 % 4.22 % - 4.34 % Expected term (in years) 2.0 - 2.6 2.4 - 3.0 Expected dividend yield — — Fair value of Series C convertible preferred stock $ 1.89 $ 1.82 The table presented below is a summary of the changes in fair value of the Company’s preferred stock warrant liability which was exercised immediately prior to the Business Combination into Legacy Tigo preferred stock and subsequently converted into Legacy Tigo common stock. Upon the consummation of the Business Combination, such shares of Legacy Tigo common stock were converted to shares of Common Stock. Please see Note 3, “Merger with ROTH CH Acquisition IV Co.” for additional information. (in thousands) Fair value of Balance at January 1, 2022 $ 487 Change in fair value 1,020 Balance at December 31, 2022 1,507 Change in fair value 501 Exercise of warrants ( 2,008 ) Balance at December 31, 2023 $ — The table presented below is a summary of the changes in fair value of the Company’s Level 3 financial instruments. The contingent shares from the fSight Acquisition (Note 4) were initially classified as a Level 3 measurement and upon the Merger were transferred out of Level 3 into Level 1, as they are now valued on the observable stock price of the Company. In addition, the Company bifurcated the conversion options associated with the convertible promissory notes and separately account for them as a derivative liability. On September 24, 2023, the Company and L1 Energy entered into the Convertible Note Amendment. As a result of the Convertible Note Amendment, the conversion options no longer meet the requirements to be bifurcated into a convertible note derivative liability in accordance with ASC 815, Derivatives and Hedging . The carrying value of the convertible note derivative liability was remeasured to fair value immediately prior to the execution of the Convertible Note Amendment and was reclassified to equity. The reclassification was recorded in additional paid-in capital on the Company’s consolidated balance sheet. Please refer to Note 9 “Long-Term Debt” for additional details regarding the derivative instrument. (in thousands) Fair value of Fair value of Balance at December 31, 2022 $ — $ — Fair value at inception 2,167 23,525 Change in fair value 29 ( 12,247 ) Transfer out of level 3 ( 2,196 ) ( 11,278 ) Balance at December 31, 2023 $ — $ — The fair value of the convertible note derivative liability was estimated using the Black-Scholes option pricing model using the following assumptions: As of September 24, 2023 (1) Expected volatility 58.6 % Risk-free interest rate 4.9 % Expected term (in years) 2.3 Expected dividend yield — (1) The fair value of the convertible note derivative liability was remeasured on September 24, 2023, immediately prior to the execution of the Convertible Note Amendment. During the year ended December 31, 2022, there were no transfers between Level 1, Level 2 and Level 3. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, accounts payable, and customer deposits approximate fair value due to their short-term nature. As of December 31, 2023, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 9) was $ 58.1 million and $ 31.6 million, respectively. As of December 31, 2022 , the fair value and carrying value of the Company’s Series 2022-1 Notes was $ 21.0 million and $ 20.6 million, respectively. The estimated fair value for the Company’s Convertible Promissory Note and Series 2022-1 Notes was based on discounted expected future cash flows using prevailing interest rates which are Level 3 inputs under the fair value hierarchy. |
Net Revenue
Net Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenues [Abstract] | |
Net Revenue | 7. Net Revenue Geographic Revenues The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions. The following table summarizes net revenue by major geographic region (in millions): Year Ended December 31, (in thousands) 2023 2022 EMEA $ 109,301 $ 52,016 Americas 25,171 22,456 APAC 10,761 6,851 Total net revenue $ 145,233 $ 81,323 Deferred Revenue Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date. The following table summarizes the changes in deferred revenue: Year Ended December 31, (in thousands) 2023 2022 Balance at the beginning of the period $ 1,122 $ 232 Deferral of revenue 30,370 20,327 Recognition of unearned revenue ( 30,691 ) ( 19,437 ) Balance at the end of the period $ 801 $ 1,122 As of December 31, 2023, the Company expects to recognize $ 0.8 million from remaining performance obligations over a weighted average term of 3.4 years. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Supplementary Balance Sheet Information | 8. Supplementary Balance Sheet Information Selected financial data as of the dates presented below is as follows (in thousands, except useful life data): Inventory, net December 31, December 31, Raw materials $ 668 $ 1,739 Work in process — 31 Finished goods 60,733 23,145 Inventory, net $ 61,401 $ 24,915 The inventory reserves were $ 1.0 million and $ 0.3 million as of December 31, 2023 and 2022, respectively. Property and equipment, net Estimated Useful Life December 31, December 31, Machinery and equipment 7 years $ 5,810 $ 3,881 Vehicles 5 years 31 31 Computer software 5 years 192 185 Computer equipment 5 years 574 526 Furniture and fixtures 5 years 216 179 Leasehold improvements 3 - 6 years 457 42 Construction in progress — — 7,280 4,844 Less: Accumulated depreciation 3,822 3,192 Property and equipment, net $ 3,458 $ 1,652 For the years ended December 31, 2023 and 2022 the Company recorded depreciation expense of $ 0.9 million and $ 0.6 million, respectively, in the consolidated statements of operations. Accrued expenses and other current liabilities December 31, December 31, Accrued vacation $ 856 $ 829 Accrued compensation 2,514 624 Accrued interest 1,222 9 Accrued professional fees 409 2,502 Accrued warehouse and freight 1,001 143 Accrued other 1,974 275 Other current liabilities (1) 705 — Accrued expenses and other current liabilities $ 8,681 $ 4,382 (1) Other current liabilities of $ 0.7 million for the period ended December 31, 2023 , are primarily related to the current portion of the contingent shares liability related to the acquisition of fSight in Q1 2023. See “Note 4” for additional information. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities December 31, December 31, Accrued vacation $ 856 $ 829 Accrued compensation 2,514 624 Accrued interest 1,222 9 Accrued professional fees 409 2,502 Accrued warehouse and freight 1,001 143 Accrued other 1,974 275 Other current liabilities (1) 705 — Accrued expenses and other current liabilities $ 8,681 $ 4,382 (1) Other current liabilities of $ 0.7 million for the period ended December 31, 2023 , are primarily related to the current portion of the contingent shares liability related to the acquisition of fSight in Q1 2023. See “Note 4” for additional information. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, December 31, Convertible Promissory Note $ 50,000 $ — Series 2022-1 Notes — 20,833 Total 50,000 20,833 Less: unamortized debt discount and issuance costs ( 18,430 ) ( 191 ) Less: current portion — ( 10,000 ) Long-term debt, net of unamortized debt discount, issuance costs and current portion $ 31,570 $ 10,642 Convertible Promissory Notes On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l in exchange for cash of $ 50.0 million (“Convertible Promissory Notes”). Outstanding borrowings under the Convertible Promissory Notes bear interest at a rate of 5.0 % per year. The principal amount is due at the maturity date of January 9, 2026 and interest is payable semiannually beginning July 2023. As of December 31, 2023, there was $ 1.2 million of accrued interest in the consolidated balance sheet. Under the terms of the Note Purchase Agreement, the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company's capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date. The Company’s obligations under the Note Purchase Agreement may be accelerated, subject to customary grace and cure periods, upon the occurrence of an event of default. The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $ 10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement. As a result of the Business Combination, the conversion options were bifurcated and accounted for as derivatives. Upon recognition, the Company recorded the conversion options and associated debt discount at a fair value of $ 23.5 million. On September 24, 2023, the Company and L1 Energy entered into the Convertible Note Amendment which modified the conversion terms of the Convertible Promissory Notes. As a result, the conversion options no longer met the criteria to be bifurcated into a convertible note derivative liability; instead, the conversion options were reclassified to equity under ASC Topic 815, “Derivatives and Hedging” . Immediately prior to the execution of the Convertible Note Amendment, the Company fair valued the convertible note derivative liability at $ 11.3 million. Please refer to Note 6, “Fair Value of Financial Instruments”, for further detail on the inputs for the final fair value calculation. The resulting change in fair value was recorded in the Company’s consolidated statement of operation and comprehensive loss. Subsequently, the convertible note derivative liability was reclassified to an equity classified derivative and was recorded into additional paid-in capital on the Company’s consolidated balance sheet. Future aggregate principal maturities of long-term debt are as follows as of December 31, 2023 (in thousands): Remainder of 2023 $ — 2024 — 2025 — 2026 50,000 Thereafter — $ 50,000 Series 2022-1 Notes In January 2023, concurrently with the Convertible Promissory Note transaction, the Company repaid the Series 2022-1 Notes in full with the proceeds from the Convertible Promissory Note and wrote off $ 0.2 million of unamortized debt issuance costs related to the previously outstanding Series 2022-1 Notes, which are included in loss on debt extinguishment on the consolidated statements of operations and comprehensive loss. Senior Bonds In January 2022, concurrently with the Series 2022-1 Notes transaction, the Company repaid the Senior Bonds in full with the proceeds from the Series 2022-1 Notes and wrote off $ 0.5 million of unamortized debt issuance costs related to the previously outstanding Senior Bonds and $ 3.1 million of expenses related to lender fees on the Series 2022-1 Notes, which are included in loss on debt extinguishment on the consolidated statements of operations and comprehensive loss. Net debt issuance costs are presented as a direct reduction of the Company’s long-term debt in the consolidated balance sheets and amount to $ 23.9 million and $ 0.2 million as of December 31, 2023 and December 31, 2022, respectively. During the years ended December 31, 2023 and 2022, the Company recorded amortization of $ 5.5 million and $ 0.3 million, respectively, to interest expense pertaining to debt discount and issuance costs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Employment Agreements The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements. Legal In the normal course of business, the Company may receive demands or become involved in legal disputes that are not covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify. Indemnification Agreements From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant or third-party claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. In addition, we believe the likelihood is remote that payments under any indemnification agreements described above will have a material effect on the Company's consolidated financial statements. The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or executive officer. The Company believes the estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these consolidated financial statements do not include a liability for any potential obligations at December 31, 2023 . |
Common Stock and Convertible Pr
Common Stock and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock and Convertible Preferred Stock | 11. Common Stock and Convertible Preferred Stock Common Stock The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. In connection with the Business Combination, the Company issued 1,700,498 shares of Common Stock to former stockholders of ROCG and 118,021 shares of Common Stock to Roth Capital Partners, LLC. Common Stock Reserved for Future Issuance Shares of Common Stock reserved for future issuance were as follows: As of December 31, 2023 Stock options issued and outstanding 4,872,527 Restricted stock units issued and outstanding 872,037 Shares available for potential conversion of L1 Convertible Note 5,305,437 Shares available for fSight Contingent Shares 252,288 Shares available for grant under 2023 Equity Incentive Plan 4,769,377 16,071,666 Common Stock Warrants Legacy Tigo had outstanding warrants to purchase 1,915,372 shares of Legacy Tigo common stock (“Legacy Warrants”), which (prior to the consummation of the Business Combination) represented rights to purchase Legacy Tigo common stock. During the year ended December 31, 2023, 1,915,372 Legacy Warrants were net exercised resulting in the issuance of 1,491,229 shares of Common Stock. As of December 31, 2023 , there were no Legacy Warrants outstanding. In connection with the Business Combination, the Company assumed 5,750,000 warrants originally issued as part of ROCG’s units in ROCG’s initial public offering (the “Public Warrants”) and 18,750 warrants issued to the initial stockholders of ROCG in a private placement in connection with ROCG’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”), which, in each case, entitle the holder to purchase one share of Common Stock at an exercise price of $ 11.50 per share. Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants. The Company analyzed the Warrants and determined they are freestanding instruments and do not exhibit any of the characteristics in ASC 480, Distinguishing Liabilities from Equity, and therefore are not classified as liabilities under ASC 480, Distinguishing Liabilities from Equity. On August 9, 2023, the Company announced the redemption of all of its outstanding Public Warrants and Private Warrants to purchase shares of Common Stock that were issued under the Warrant Agreement, dated as of August 5, 2021, by and among the Company and Continental Stock Transfer & Trust Company, as warrant agent, at a redemption price of $ 0.01 per Warrant for those Warrants that remain outstanding following 5:00 p.m. New York City time on September 8, 2023. Under the terms of the Warrant Agreement, the Company was entitled to redeem all of its outstanding Warrants for $ 0.01 per Warrant if the reported closing price of the Company’s Common Stock was at least $ 18.00 per share on each of twenty trading days within a thirty trading day period ending on the third trading day prior to the date on which a notice of redemption is given. This performance threshold was achieved following the market close on August 4, 2023. A total of 324,546 Warrants were exercised through September 8, 2023, resulting in proceeds, net of issuance costs, of $ 3.7 million. All other Warrants were redeemed on September 8, 2023. The Company paid $ 0.1 million for the remaining Warrants that were not exercised as of September 8, 2023, which was recorded as a reduction to additional paid-in capital on the Company’s consolidated balance sheet. During the year ended December 31, 2023, there were 324,546 exercises of Warrants. Convertible Preferred Stock In connection with the Business Combination, as discussed in Note 3, the Company issued 47,918,992 shares of Common Stock to holders of convertible preferred stock of Legacy Tigo. No convertible preferred securities were outstanding as of December 31, 2023. Prior to the Business Combination, Legacy Tigo’s convertible preferred stock was classified outside of stockholders’ deficit because the shares contained deemed liquidation rights that were contingent redemption features not solely within the control of Legacy Tigo. As a result, all of Legacy Tigo’s convertible preferred stock was classified as mezzanine equity. During the year ended December 31, 2022, Legacy Tigo sold an aggregate of 7,832,394 shares of its Series E convertible preferred stock (“Series E”) in exchange for gross proceeds of $ 41.0 million. Legacy Tigo incurred $ 0.1 million in issuance costs for the Series E sale. At December 31, 2022, convertible preferred stock consisted of the following. The Company has retroactively adjusted the shares issued and outstanding to reflect the exchange ratio of 0.233335 as described in Note 3. (in thousands, except for share data) Shares Shares Carrying Aggregate Series E 8,601,120 7,832,394 $ 40,770 $ 44,108 Series D 11,513,253 11,513,253 22,192 28,943 Series C-1 9,020,682 9,020,682 2,180 18,000 Series C 6,318,524 6,070,151 11,647 13,442 Series B-4 7,172,501 7,172,501 7,582 11,199 Series B-3 1,546,441 1,546,441 862 2,620 Series B-2 174,208 174,208 105 340 Series B-1 1,863,215 1,863,215 611 2,918 Series A-4 570,976 570,976 661 4,182 Series A-3 466,245 466,245 260 1,604 Series A-2 149,281 149,281 160 1,021 Series A-1 88,216 88,216 110 679 47,484,662 46,467,563 $ 87,140 $ 129,056 Convertible Preferred Stock Warrants Warrants to purchase a total of 1,064,446 shares of Series C convertible preferred stock of Legacy Tigo were initially recognized as a liability and recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Business Combination, Legacy Tigo convertible preferred stock was remeasured immediately before the Merger date, and was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of 828,733 shares of convertible preferred stock which were immediately converted into Common Stock in connection with the recapitalization. As of December 31, 2023 , there were no convertible preferred stock warrants outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10 % of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Through December 31, 2023, there have been no exercises of common stock options prior to the vesting of such options. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expire. In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. Under the 2018 Plan, the Board of Directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100 % of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10 % of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110 % of the fair value. Fair value is determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10 % of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire. Through December 31, 2023, there have been 1,579 exercises of common stock options prior to the vesting of such options. In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants. Through December 31, 2023, the Company has granted 1,230,318 options to purchase shares of common stock and 955,721 RSU’s under the 2023 plan. The options generally vest over a four-year period, following the date of grant, with 25 % vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter. The RSU’s generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date. Through December 31, 2023, there have been no options or RSU’s under the 2023 plan that have vested and there have been no exercises of any options. Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”. The Company has authorized 10,797,927 shares of common stock to be issued under the Plans. The Company has reserved 4,769,377 shares of common stock for future issuance under the Plans. The Company measures stock-based awards (stock options and RSU's), at their grant-date fair value and records compensation expense on a straight-line basis over the requisite service period, which is typically the vesting period, for the entire award. The Company recorded stock-based compensation expense in the following expense categories in its accompanying consolidated statements of operations and comprehensive loss: Year Ended December 31, (in thousands) 2023 2022 Research and development $ 648 $ 154 Sales and marketing 1,387 318 Cost of sales 125 65 General and administrative 1,648 276 Total stock-based compensation (1) $ 3,808 $ 813 (1) A portion of the stock-based compensation in the table above pertains to Incentive Stock Options, which are nondeductible and the balance that is related to stock-based compensation is offset by valuation allowance. Therefore, we have excluded the income tax effect associated with the stock-based compensation in the calculation above. Stock Options The following table summarizes stock option activity for the Plans for the year ended December 31, 2023: Number Weighted Weighted Aggregate intrinsic value (in 000's) Outstanding at December 31, 2022 4,269,402 $ 1.07 6.07 Granted 1,549,314 $ 10.29 Exercised ( 433,915 ) $ 0.47 Forfeited/expired ( 512,274 ) $ 5.12 Outstanding at December 31, 2023 4,872,527 $ 3.64 6.10 $ 3,938 Exercisable at December 31, 2023 2,780,985 $ 0.89 4.15 $ 3,604 Vested and expected to vest at December 31, 2023 4,872,527 $ 3.64 6.10 The shares of the Company’s stock options prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.233335 established in the Business Combination as described in Note 3. As of December 31, 2023, the total unrecognized compensation expense related to unvested stock option awards was $ 9.6 million, which the Company expects to recognize over a weighted-average period of 3.2 years. The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below. • Fair value of the underlying common stock: For the year ended December 31, 2022 and until the Closing Date, due to the absence of a public market for Legacy Tigo Energy common stock, the Company's Board of Directors were required to periodically estimate the fair value of the Company's common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. • The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term. • The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. • The expected dividend yield is 0 % because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its common stock. The fair value of each stock option was estimated on the date of grant using the weighted average assumptions in the table below: December 31, 2023 December 31, 2022 Expected volatility 68.1 % 71.8 % Risk-free interest rate 4.1 % 3.3 % Expected term (in years) 6.0 6.0 Expected dividend yield — % — % Restricted Stock Units The following table summarizes RSU activity for the Plans for the year ended December 31, 2023: Number Weighted Outstanding at December 31, 2022 — $ — Granted 955,721 $ 11.25 Vested — $ — Forfeited/expired ( 83,684 ) $ 11.07 Outstanding at December 31, 2023 872,037 $ 11.27 As of December 31, 2023, the total unrecognized compensation expense related to unvested RSU’s was $ 8.3 million, which the Company expects to recognize over a weighted-average period of 2.5 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 13. Leases As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company’s leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months , the Company records the related assets and obligation at the present value of lease payments over the term. A portion of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to seven years , some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases within one year . The components of lease expense are as follows (in thousands): Year Ended December 31, (in thousands) 2023 2022 Operating lease costs $ 1,127 $ 614 Variable lease costs 395 277 Total lease cost $ 1,522 $ 891 Other information related to leases was as follows: Year Ended December 31, Supplemental Cash Flows Information (in thousands) 2023 2022 Operating lease right of use assets obtained in exchange for operating lease liabilities (1) $ 2,247 $ 1,787 Cash paid for amounts included in the measurement of lease liabilities $ 1,087 $ 637 (1) The amount for the year ended December 31, 2022 includes approximately $ 1.5 million of ROU assets obtained in exchange for existing lease obligations due to the adoption of ASC Topic 842 and approximately $ 0.3 million of additional ROU assets obtained during the year. December 31, 2023 December 31, 2022 Weighted average remaining lease term (years) 2.9 2.7 Weighted average discount rate 8.5 % 5.4 % Future maturities of lease liabilities were as follows as of December 31, 2023: (in thousands) Operating Leases 2024 $ 1,306 2025 580 2026 413 2027 345 2028 136 Thereafter 9 Total future minimum lease payments $ 2,789 Less: imputed interest 205 Present value of lease liabilities $ 2,584 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 14. Goodwill and Intangible Assets As of December 31, 2023, the Company had a goodwill balance of $ 12.2 million. The goodwill balance is related to the acquisition of fSight, refer to “Note 4” for further information. The Company’s intangible assets by major asset class are as follows: December 31, 2023 (in thousands, except for useful life amounts) Weighted Average Useful Life (Years) Gross Accumulated Amortization Net Book Value Amortizing: Patents 6.7 $ 450 $ ( 65 ) $ 385 Customer relationships 10.0 170 ( 16 ) 154 Developed technology 10.0 1,820 ( 167 ) 1,653 Total intangible assets $ 2,440 $ ( 248 ) $ 2,192 As of December 31, 2022, the Company did no t have any intangible assets. The Company recognized amortization expense related to acquired intangible assets of $ 0.2 million for the year ended December 31, 2023. There was no amortization expense recorded for the year ended December 31, 2022. Amortization expense is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Amortization expense related to intangible assets at December 31, 2023 in each of the next five years and beyond is expected to be incurred as follows (in thousands): (in thousands) Amount 2024 $ 270 2025 270 2026 270 2027 262 2028 260 Thereafter 860 $ 2,192 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The domestic and foreign components of income before income taxes consisted of the following (in thousands): Years Ended December 31 2023 2022 United States $ 567 $ ( 7,179 ) Foreign ( 1,413 ) 213 Income before income taxes $ ( 846 ) $ ( 6,966 ) The income taxes provision for (benefit from) the years presented is as follows (in thousands): Years Ended December 31 2023 2022 Current: Federal $ — $ — State — — Foreign 159 71 $ 159 $ 71 Deferred: Federal $ — $ — State — — Foreign ( 21 ) — $ ( 21 ) $ — Income taxes provision for $ 138 $ 71 The reconciliation of the provision computed at the federal statutory rate to the Company’s provision (benefit) for income taxes was as follows: Years Ended December 31 2023 2022 Tax at federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 22.9 % 1.6 % Mark to market adjustment — % ( 3.1 )% Research and development tax credits 32.4 % 2.4 % Global intangible low taxed income ( 17.1 )% — % Foreign rate differential 6.0 % ( 0.3 )% Transaction costs ( 109.1 )% — % Stock based compensation ( 31.4 )% ( 1.2 )% Foreign tax and other ( 17.4 )% ( 0.1 )% Deferred tax adjustments 316.2 % — % Change in valuation allowance ( 239.7 )% ( 21.3 )% Total ( 16.2 )% ( 1.0 )% During the years ended December 31, 2023 and 2022, the Company recorded total income tax expense of $ 0.1 million and $ 0.1 million, respectively, primarily related to foreign earnings. A summary of significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022, is as follows: Years Ended December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 19,968 $ 17,360 Research and development tax credits 3,029 2,157 Stock based compensation 399 246 Capitalized research costs 2,491 1,338 Lease liability 545 299 Reserves and accruals 2,773 1,535 Other 54 — Total deferred tax assets 29,259 22,935 Less: valuation allowance ( 24,281 ) ( 22,608 ) Total deferred tax assets, net of valuation allowance 4,978 327 Deferred tax liabilities: Fixed assets and intangibles ( 447 ) ( 50 ) Right of use leased assets ( 528 ) ( 277 ) Debt Discount ( 3,982 ) - Total deferred tax liabilities ( 4,957 ) ( 327 ) Net deferred tax assets $ 21 $ — The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the history of losses incurred by the Company, management believes it is not more likely than not that substantially all of the U.S. federal, state and certain foreign deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its U.S. domestic and certain foreign net deferred tax assets of $ 24.3 million and $ 22.6 million as of December 31, 2023 and 2022, respectively. The valuation allowance increased by $ 1.7 million during the year ended December 31, 2023, and increased by $ 1.5 million during the year ended December 31, 2022. No deferred tax liabilities have been recorded relating to the earnings of the Company’s foreign subsidiaries since all such earnings are intended to be indefinitely reinvested. The amount of the unrecognized deferred tax liability associated with these earnings is immaterial. Utilization of the net operating loss and tax credit carryforwards is subject to a substantial annual limitation due to the “ownership change” limitations provided by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (“IRC”) and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2023, the Company had $ 62.4 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $ 27.7 million will be carried forward indefinitely for U.S. federal tax purposes and $ 34.7 million will expire beginning in 2028 . The Company also has $ 55.2 million of U.S. state net operating loss carryforwards that will expire beginning in 2028 . The Company also has $ 13.1 million of foreign net operating loss carryforwards that do not expire. The Company also has federal and state research and development (“R&D”) and other tax credit carryforwards of $ 2.4 million and $ 2.4 million, respectively, as of December 31, 2023. The federal credit carryforwards will begin expiring in 2024 and state research credit carryforwards do not expire. Under the Tax Cuts and Jobs Act (“TCJA”), for tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense. Specifically, costs for U.S.-based R&D activities must be amortized over 5 years and costs for foreign R&D activities must be amortized over 15 years. As of December 31, 2023, there is limited Internal Revenue Service guidance on how to treat capitalizable R&D expenditures. The Company will continue to monitor the status of any new guidance that might be issued and will update its estimated capitalized R&D, accordingly. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2023 2022 Balance at beginning of year $ 952 $ 819 Gross increases to prior year tax positions 250 — Gross increases to current year tax positions 179 133 Balance at end of year $ 1,381 $ 952 At December 31, 2023 and 2022, the balance of gross unrecognized tax benefits was $ 1.4 million and $ 1.0 million, respectively. For each of the years ended December 31, 2023 and 2022, the balance of gross unrecognized tax benefits increased $ 0.4 million and $ 0.1 million, respectively, related to research and development income tax credits claimed. None of the Company’s unrecognized tax benefits would, if recognized, reduce the Company’s effective tax rate since the tax benefits would increase a deferred tax asset that is currently offset by a full valuation allowance. The Company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next twelve months. The Company files income tax returns in the U.S. federal, California and other various state and international jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Carryover attributes beginning in 2008 remain open to adjustment by the U.S. and state authorities. The U.S. federal, state, and foreign jurisdictions have statutes of limitations that generally range from three to five years . As of December 31, 2023, there were no ongoing examinations. The Company recognizes any interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2023, there were no accrued interest and penalties related to uncertain tax positions. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 16. Segment and Geographic Information The Chief Executive Officer was identified as the CODM and is ultimately responsible for and actively involved in the allocation of resources and the assessment of the Company’s performance. The CEO reviews financial information presented on a consolidated basis. The Company has one business activity — the design, development and sale of solar energy optimization solutions. Therefore, management has determined that the Company has a single operating and reportable segment. Long-lived assets The following table presents the Company's long-lived assets, which consists of tangible prop erty and equipment, net of depreciation, and operating ROU assets, by geographic region (in thousands): Long-lived assets December 31, December 31, EMEA $ 1,770 $ 516 Americas 1,384 1,012 APAC 2,807 1,376 Total long-lived assets $ 5,961 $ 2,904 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions Note Receivable from Related Parties and Related Party Payable In December 2022, the Company executed payment and release letters to the CEO and former directors to forgive the remaining balance of the recourse promissory notes and associated interest in connection with the adoption of the 2013 Officers and Directors Plan. The amount forgiven totaled $ 0.1 million. In addition, the Company agreed to make an additional payment of $ 0.2 million for services rendered. As a result of the payment for services rendered, the Company recorded $ 0.2 million in general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2022. As of December 31, 2022, there was no remaining principal balance on the recourse promissory notes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 25, 2024, consistent with the terms of the purchase agreement related to the acquisition of fSight, the Company issued 166,271 shares of its Common Stock as the first tranche of Contingent Shares to certain former equity holders of fSight. These shares were scheduled for release in two tranches, at 12 months and 18 months post-Acquisition Closing Date, subject to adjustment pursuant to the terms of the purchase agreement. This issuance represented the completion of the 12-month release condition. The fair value of these shares, at the time of release, was approximately $ 0.2 million, based on the prevailing market price of the Company’s Common Stock on January 25, 2024. The remaining Contingent Shares will be issued 18 months following the Acquisition Closing Date. See Note 4, “Acquisition of Foresight Energy, Ltd.,” of the notes to the consolidated financial statements for additional information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the consolidated financial statements include revenue recognition, fair value of investments, allowance for credit allowances, inventory valuation, impairment of long-lived assets, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, product warrant liabilities, incremental borrowing rate for right-of-use assets and lease liability, and the valuation of the derivative liability, valuation allowance, income tax benefit (provision), preferred stock warrant liabi lities and stock-based compensation, including the underlying fair value of the preferred and common stock. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties. |
Reclassification, Change in Presentation and Prior Year Omitted Disclosures | Reclassification, Change in Presentation and Prior Year Omitted Disclosures Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation as follows. Customer deposits in previous periods were recorded in other accrued liabilities within the consolidated balance sheet. Customer deposits are now recorded in deferred revenue, current portion and deferred revenue, net of current portion within the consolidated balance sheet. The amount of customer deposits that was reclassified to deferred revenue, current portion on the Company's consolidated balance sheet as of December 31, 2022 was $ 0.9 million. Disclosures including the roll-forward related to allowance for credit losses (refer to “ Accounts Receivable and Allowance for Credit Losses ” in this Note) and long-lived assets by geographic region (refer to “ Long-lived assets ” in Note 16) were omitted from our prior year financials for the year ended December 31, 2022. The disclosures have been included for the year ended December 31, 2023 and include the comparative period for the year ended December 31, 2022. Additionally, there was a change in presentation related to the disclosure for supplementary balance sheet information related to Inventory (refer to “Inventory, net” in Note 8) for the year-ended December 31, 2022 to net the inventory reserve against the individual inventory classes instead of separately disclosing the reserve balance. These adjustments had no impact on the consolidated balance sheets, statements of operations and comprehensive loss, or cash flows as there was no change in the amounts recorded. The Company has determined that these adjustments were immaterial both individually and in the aggregate. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, marketable securities and accounts receivable. The Company maintains deposits in federally insured financial institutions, which, at times, may exceed federally insured limits. The Company believes it is not exposed to significant credit risk beyond the normal credit risk associated with commercial banking relationships as the Company’s cash and restricted cash are deposited with major financial institutions in the U.S., Europe, the Middle East and Asia. The Company does not believe it is exposed to any significant credit risk due to the high credit quality of the financial instruments in which the money is held. At December 31, 2023 and 2022, the Company held insignificant cash in foreign bank accounts. To date, the Company has not experienced any losses on its deposits of cash. During the year ended December 31, 2023, there were no individual customers that exceeded 10% of the Company’s annual net revenue. During the year ended December 31, 2022, there was one individual customer that exceeded 10% of the Company’s annual net revenue. This customer accounted for 10.6 % of annual net revenue. Accounts receivable from this customer represented 13.0 % of the Company's total accounts receivable balance. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources a nd in assessing performance. The CODM is the Company’s Chief Executive Officer. The Company views and manages its operations as a single operating segment. Please refer to Note 16 “Segment and Geographic Information” for additional details. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used to estimate the fair value of financial instruments are not necessarily an indication of the risk associated with those financial instruments. The three-level hierarchy for fair value measurement is defined as follow s: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Management believes that the carrying amounts of the Company’s financial instruments, including cash and cash equivale nts, restricted cash, accounts receivable, accrued expenses and accounts payable approximate fair value due to the short-term nature of these instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents include short-term highly-liquid investments with an original maturity of 90 days or less when purchased and are carried at fair value in the accompanying consolidated balance sheets. The Company consid ers all highly-liquid investments with a remaining maturity of three months or less at the date of purchase to be cash. Cash consists primarily of amounts in checking and savings accounts. |
Restricted Cash and Reconciliation to the Consolidated Statements of Cash Flows | Restricted Cash and Reconciliation to the Consolidated Statements of Cash Flows Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s Senior Bonds for the year ended December 31, 2022. Please refer to Note 9 “Long-Term Debt” for additional details regarding the Company's Senior Bonds . The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flow s: Year Ended December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 4,405 $ 36,194 Restricted cash — 1,523 Cash, cash equivalents, and restricted cash at end of period presented in the consolidated statement of cash flows $ 4,405 $ 37,717 |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of investments in U.S. agency securities and corporate bonds that are classified as available-for-sale. The securities are carried at fair value with the unrealized gains and losses included in other comprehensive loss, a component of stockholders’ equity (deficit). Realized gains, losses, and declines in value determined to be other than temporary are included in the Company’s consolidated statements of operations and comprehensive loss. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statements of operations and comprehensive loss. No such adjustments were necessary during the periods presented. |
Accounts Receivable and Allowance for Credit Losses | Accounts Recei vable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount, do not bear interest, and are typically due 30 days from the invoice date. The Company generally does not require collateral from its customers and maintains an allowance for anticipated credit losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition, all of which are subject to change. Additionally, the Company monitors activities and considers future reasonable and supportable forecasts of economic conditions to adjust all general and customer specific reserve percentages, as necessary. Balances recorded for estimated credit losses are written-off when they are determined to be uncollectible. The following table sets forth activities in the allowance for credit losses for the periods indicated: Year Ended December 31, (in thousands) 2023 2022 Allowance for credit losses, beginning balance $ 76 $ 109 Net charges to expense or revenue 3,960 596 Write-offs, net of recoveries ( 25 ) ( 629 ) Allowance for credit losses, ending balance $ 4,011 $ 76 |
Inventory, net | Inventory, net In accordance with FASB ASU No. 2015-11, inventory is valued at the lower of cost or net realizable value (“NRV”) with cost determined under the first-in, first-out (“FIFO”) method. The determination of NRV involves numerous judgments, including estimated average selling prices based upon recent sales volumes, industry trends, existing customer orders, current contract price, future demand, pricing for the Company’s products and technological obsolescence of the Company’s products. Inventory that is obsolete, in excess of the Company’s forecasted demand or is anticipated to be sold at a loss is written down to its NRV based on expected demand and selling prices. |
Deferred Issuance Costs | Deferred Issuance Costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred financing costs are expensed immediately. The Company incurred $ 2.2 million in fees associated with the Merger, which are recognized as deferred issuance costs in the accompanying balance sheet at December 31, 2022. Deferred issuance costs associated with our debt financing are recorded as contra-liabilities within long-term debt, net of current maturities and unamortized debt issuance costs in the consolidated balance sheet. All amortization of deferred issuance costs is presented within the interest expense line in the consolidated statement of operations. |
Property and equipment, net | Property and equipment, net Property and equip ment is stated at cost, less accumulated depreciation. Cost includes amounts paid to acquire or construct the asset as well as any expenditure that substantially adds to the value of or significantly extends the useful life of an existing asset. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which ranges from 3 to 7 years. Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments over the lease term. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. The Company combines the lease and non-lease components in determining the operating lease assets and liabilities. Additionally, for short-term leases with an initial lease term of 12 months or less and with purchase options the Company is not reasonably certain will be exercised, the Company elected to not record ROU assets or corresponding lease liabilities on the Company’s consolidated balance sheet. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired in addition to liabilities assumed arising from the acquisition of fSight. Initially the Company measures goodwill based upon the value of the consideration paid plus or minus net assets assumed. The goodwill arising from the Company's acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets are recorded at cost or when acquired as part of a business combination at estimated fair value. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company's amortizable intangible assets consist primarily of patents, developed technology, and customer relationships. The useful life of these intangible assets ranges from 6 to 10 years. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company will perform an annual impairment assessment for goodwill and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets, which consists of property and equipment, net and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of their carrying cost amount or fair value less cost to sell. No impairment losses were identified for the years ended December 31, 2023 and 2022. |
Customer Deposits | Customer Deposits Customer deposits consist of deposits received by the Company, as required on certain contracts and agreements, which are refundable at the termination of the contract. Customer deposits are recorded in deferred revenue, current portion within the consolidated balance sheet. Please refer to the “Reclassification” section in this note for further clarification on the overall presentation of customer deposits in the Company’s consolidated balance sheet as of December 31, 2022. |
Product Warranties | Product Warranties The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition , from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends. The following table summarizes the changes in product warranty liability: Year Ended December 31, (in thousands) 2023 2022 Balance at the beginning of the period $ 4,351 $ 3,393 Provision for warranty 1,702 1,149 Warranty usage ( 421 ) ( 191 ) Balance at the end of the period $ 5,632 $ 4,351 |
Convertible Promissory Note | Convertible Promissory Note On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (the “Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l (“L1 Energy”) pursuant to which the Company issued a convertible promissory note in an aggregate principal amount of $ 50.0 million (the “Convertible Promissory Note”). The Company analyzes its convertible debt instruments for embedded attributes that may require bifurcation from the host and accounted for as derivatives. At the inception of each instrument, in the event of a modification of a debt agreement, and at each reporting date, the Company performs an analysis of the embedded features requiring bifurcation and may elect, if eligible, to account for the entire debt instrument at fair value. If the fair value option were to be elected, any changes in fair value would be recognized in the accompanying statements of operations until the instrument is settled. Under the terms of the Note Purchase Agreement, the Convertible Promissory Note may be converted at the option of the noteholder into shares of Common Stock or an equivalent equity instrument resulting from a public company event. As a result of the Business Combination, the conversion options were bifurcated and accounted for as derivatives. The derivative instrument was recorded at fair value upon recognition and was subject to remeasurement to fair value at each balance sheet date, with any changes in estimated fair value recognized in the accompanying consolidated statements of operations and comprehensive income (loss). On September 24, 2023, the Company and L1 Energy entered into an Amendment to Note Purchase Agreement and Convertible Promissory Note (the “Convertible Note Amendment”) which amended the conversion terms and, as a result of such amendment, the conversion options no longer met the requirements to be bifurcated in accordance with ASC Topic 815, “Derivatives and Hedging” . The carrying value of the convertible note derivative liability was remeasured to fair value immediately prior to the execution of the Convertible Note Amendment and the change in fair value was recorded to the Company ’ s consolidated statements of operations and comprehensive loss. The carrying value of the convertible note derivative liability was reclassified to equity and was recorded into additional paid-in capital on the Company’s consolidated balance sheet. Please refer to Note 6 “Fair Value of Financial Instruments” for further details regarding the fair value of the derivative instrument. In addition, please refer Note 9 “Long-Term Debt” for additional details regarding the Convertible Promissory Note and derivative instrument. |
Convertible Preferred Stock Warrants | Convertible Preferred Stock Warrants Warrants to purchase a total of 1,064,446 shares of Series C convertible preferred stock of Legacy Tigo were initially recognized as a liability and recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Business Combination, Legacy Tigo convertible preferred stock was remeasured immediately before the Merger date, and was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of 828,733 shares of convertible preferred stock which were immediately converted into Common Stock in connection with the recapitalization. As of December 31, 2023, there were no convertible preferred stock warrants outstanding. |
Business Combinations | Business Combinations Other than the Merger, which was accounted for as a reverse recapitalization (see Note 3 for additional information), the Company accounts for business combinations under ASC Topic 805, “Business Combinations” using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require the Company to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer relationships and developed technology, royalty rates, and discount rates. The Company records the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and results of operations are included as of and subsequent to the acquisition date. If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, the Company reports provisional amounts in the consolidated financial statements. During the measurement period, the provisional amounts recognized at the acquisition date will be adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and the Company records those adjustments in the consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company complies with ASC Topic 606 , “Revenue from Contracts with Customers” (“ASC Topic 606”) for revenue recognition. In accounting for contracts with customers: The Company determines revenue recogni tion through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenues from contracts with its customers. A description of principal activ ities from which the Company generates revenues follows. • Products Delivered at a Point in Time. The Company’s primary source of revenue is the sale of its hardware products. The Company’s hardware products are fully functional at the time of shipment and do not require modification or customization for customers to use the products. The Company sells its products primarily to distributors that resell the Company’s products to end users. Distributors do not have general rights of return and generally order goods for immediate resale to end customers. The Company uses present right to payment and transfer of title as indicators to determine the transfer of control to the customer. The Company recognizes revenue at a point in time when its performance obligation has been satisfied and control of the product is transferred to the customer, which generally aligns with shipping terms. Contract shipping terms include ExWorks (“EXW”), FOB Shipping Point and FOB Destination incoterms. Under EXW (meaning the seller fulfills its obligation to deliver when it makes goods available at its premises, or another specified location, for the buyer to collect), the performance obligation is satisfied and control is transferred at the point when the customer is notified that their order is available for pickup. Under FOB Shipping Point, control is transferred to the customer at the time the good is transferred to the shipper and under FOB Destination, at the time the customer receives the goods. We deduct sales returns to arrive at net revenue. Sales tax and other similar taxes are excluded from revenues. The Company has made the election to account for shipping and handling as activities to fulfill the promise to transfer the product and as such records amounts charged to customers for shipping and handling as revenue and the related costs are included in cost of revenues. • Services Delivered Over Time. Sales of the Company’s hardware products can include the Company’s free or premium web-based monitoring service. These monitoring services represent a single performance obligation and is deferred at the sale date. The free monitoring service revenue is recognized ratably over an estimated service period of 5 years as the service is performed. The premium monitoring service is recognized ratably over the contracted service period, up to 20 years, as the service is performed. The full consideration of monitoring service revenue represented less than 1 % of the total net revenue during the years ended December 31, 2023 and 2022. The allocation of revenue between the hardware and monitoring service deliverables is based on the Company’s best estimate of the standalone selling price determined by considering multiple factors, including internal costs, gross margin and historical selling practices. Additionally, the Company provides software as a service (“SaaS”) platform for our Predict+ technology. The Predict+ service revenue is recognized ratably over a contract service period up to 11 years, as the service is performed. The Company typically incurs incremental costs to acquire customer contracts related to the Company’s hardware sales in the form of sales commissions; however, because the expected benefit from these contracts is one year or less, the Company follows the ASC Topic 606 practical expedient and expenses these amounts as incurred. The Company records certain contra revenue promotions as variable consideration and recognizes these promotions at the time the related revenue is recorded. Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date. See Note 7 for additional information. |
Cost of Revenue | Cost of Revenue The Company includes the following in cost of revenue: product costs, warranty costs, manufacturing personnel and logistics costs, inventory reserve charges, shipping and handling costs, hosting service costs related to the monitoring service, depreciation and am ortization of manufacturing test equipment, and employee-related expenses which primarily consists of employees ’ salaries and health insurance expense. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for stock-based awards based on the grant-date fair value of the award. The Company uses the Black-Scholes option pricing model to value its stock option awards. The fair value of restricted stock units (“RSU”) granted is determined based on the price of the Company’s common stock on the date of grant. The Company recognizes compensation expense of its awards over the requisite service period, which is typically the vesting period, for the entire award using the straight-line attribution method. The Company accounts for forfeitures as they occur. Estimating the fair value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
Research and Development | Research and Development Research and development expenses are comprised of costs to design, develop, test or significantly improve our solar energy hardware and software solutions and primarily include personnel costs and facility-related expenses. |
Advertising Costs | Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses incurred by the Company were $ 0.8 million and $ 0.4 million for the years ended December 31, 2023 and 2022, respectively. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset-and-liability method as required by ASC Topic 740, “ Income Taxes” (“ASC Topic 740”). Deferred tax assets and liabilities are recognized 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 corresponding to the enactment date. Under ASC Topic 740, a valuation allowance is required when it is more likely than not that all or some portion of the deferred tax assets will not be realized through generating sufficient future taxable income. ASC Topic 740 defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the consolidated financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with the disclosure requirements of ASC Topic 740, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of income tax expense. The Tax Cuts and Jobs Act (“TCJA”) subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under GAAP, the Company can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into the Company’s measurement of deferred taxes. The Company elected to treat the GILTI inclusion as a period expense. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholder’s equity but are excluded from net loss. The Company’s other comprehensive loss consists of the change in net unrealized loss on marketable securities. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU No. 2023-07 , Improvements to Reportable Segment Disclosures (Topic 280) . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adoption of this ASU will have and does not expect the standard will have a material impact on the Company’s financial statements and related disclosures. Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The standard is effective for the Company for reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted annual reporting the guidance using the modified retrospective approach to apply the standard as of January 1, 2022, with no retrospective adjustments to prior periods on the Company’s annual consolidated financial statements and related notes thereto for the year ended December 31, 2022. As permitted under the new guidance, the Company elected the package of practical expedients, which allowed the Company to retain prior conclusions regarding lease identification, classification and initial direct costs. For the Company’s lease agreements with lease and non-lease components, the Company elected the practical expedient to account for these as a single lease component for all underlying classes of assets. Additionally, for short-term leases with an initial lease term of 12 months or less and with purchase options the Company is not reasonably certain will be exercised, the Company elected to not record ROU assets or corresponding lease liabilities on the Company’s consolidated balance sheet. See Note 13, “Leases” for additional information on the Company’s leases following the adoption of this standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses , which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2022. The Company adopted the guidance using the modified retrospective approach as of January 1, 2023. The cumulative effect of adopting ASC 326 did not have a financial impact to the Company’s retained earnings as of January 1, 2023. In August 2020, the FASB issued ASU Update No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The goal of the ASU 2020-06 is to simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The new standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. For all other entities, the standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities may adopt the guidance through either a modified retrospective method or full retrospective method. The Company adopted ASU 2020-06 on January 1, 2023, and determined the impact upon adoption to the consolidated financial statements is immaterial. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ” This ASU removes specific exceptions to the general principles in ASC Topic 740, “Accounting for Income Taxes” (“Topic 740”) and simplifies certain GAAP requirements. ASU 2019-12 is effective for non-public business entities’ interim periods within those fiscal years, beginning after December 15, 2022. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. The Company adopted ASU 2019-12 on January 1, 2022, and determined the impact upon adoption to the consolidated financial statements is immaterial. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Components of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flow s: Year Ended December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 4,405 $ 36,194 Restricted cash — 1,523 Cash, cash equivalents, and restricted cash at end of period presented in the consolidated statement of cash flows $ 4,405 $ 37,717 |
Summary of Activity in Allowance for Credit losses | The following table sets forth activities in the allowance for credit losses for the periods indicated: Year Ended December 31, (in thousands) 2023 2022 Allowance for credit losses, beginning balance $ 76 $ 109 Net charges to expense or revenue 3,960 596 Write-offs, net of recoveries ( 25 ) ( 629 ) Allowance for credit losses, ending balance $ 4,011 $ 76 |
Summary of Changes in Product Warranty Liability | The following table summarizes the changes in product warranty liability: Year Ended December 31, (in thousands) 2023 2022 Balance at the beginning of the period $ 4,351 $ 3,393 Provision for warranty 1,702 1,149 Warranty usage ( 421 ) ( 191 ) Balance at the end of the period $ 5,632 $ 4,351 |
Acquisition of Foresight Ener_2
Acquisition of Foresight Energy, Ltd. (Tables) - fSight [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Business Acquisitions, by Acquisition [Table] | |
Summary of Provisional Fair Values of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition: (in thousands) As previously reported - September 30, 2023 PPA Adjustments Final - December 31, 2023 Consideration transferred (1) : Fair value of common stock issued $ 10,974 $ — $ 10,974 Fair value of contingent shares 2,167 — 2,167 Deemed settlement of loan payable 527 — 527 Total consideration $ 13,668 $ — $ 13,668 Assets Acquired Cash and cash equivalents $ 55 $ — $ 55 Accounts receivable 117 — 117 Property and equipment 9 — 9 Developed technology 1,820 — 1,820 Customer relationships 170 — 170 Goodwill 13,079 ( 870 ) 12,209 Total assets acquired $ 15,250 $ ( 870 ) $ 14,380 Liabilities Assumed Accounts payable $ 418 $ — $ 418 Accrued expenses 294 — 294 Other current liabilities 89 ( 89 ) — Other long-term liabilities 781 ( 781 ) — Net assets acquired $ 13,668 $ ( 870 ) $ 13,668 (1) The reported provisional amounts presented above have been updated from the Company ’ s S-1 filed with the SEC on June 22, 2023. The Company recorded an out of period adjustment related to the adjustment of the provisional fair market value of the Legacy Tigo common stock that was used to develop the calculation of the purchase price consideration. The Company does not believe that the adjustment had a material impact on its consolidated statements of operations and comprehensive loss, consolidated balance sheets, or consolidated statements of cash flows in any periods previously reported. |
Summary of Supplemental Pro Forma Information | The following table presents supplemental pro-forma information for the years ended December 31 2023 and 2022, as if the merger with fSight had occurred on January 1, 2022. These amounts have been calculated after applying the Company's accounting policies and are based upon currently available information. Year Ended December 31, (in thousands) 2023 2022 Net revenue $ 145,301 $ 81,629 Net loss $ ( 1,130 ) $ ( 8,313 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share to common stockholders: Year Ended December 31, (in thousands, except share and per share data) 2023 2022 Basic net loss per common share calculation: Net loss attributable to common stockholders $ ( 4,383 ) $ ( 13,381 ) Undistributed loss to preferred stock stockholders 1,418 — Net loss attributable to common stockholders – basic $ ( 2,965 ) $ ( 13,381 ) Weighted-average shares of common stock outstanding – basic 38,048,516 4,940,562 Net loss per share of common stock – basic $ ( 0.08 ) $ ( 2.71 ) Diluted net loss per common share calculation: Net loss attributable to common stockholders $ ( 4,383 ) $ ( 13,381 ) Reverse: interest expense and change in fair value on derivative liability ( 4,322 ) — Net loss attributable to common stockholders ( 8,705 ) ( 13,381 ) Undistributed loss to preferred stock stockholders 2,817 — Net loss attributable to common stockholders – diluted $ ( 5,888 ) $ ( 13,381 ) Weighted-average shares of common stock outstanding – basic 38,048,516 4,940,562 Convertible promissory note 5,174,618 — Weighted-average shares of common stock – diluted 43,223,134 4,940,562 Net loss per share of common stock – diluted $ ( 0.14 ) $ ( 2.71 ) |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares of Common Stock Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: As of December 31, 2023 2022 Outstanding stock options and restricted stock units 3,470,172 4,263,243 Convertible preferred stock warrants 580,729 248,372 Common stock warrants 75,305 1,915,372 Convertible preferred stock — 46,467,565 4,126,206 52,894,552 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Schedule of company's assets that are measured at fair value on a recurring basis | The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis: Fair value measurement at (in thousands) (Level 1) (Level 2) (Level 3) (1) December 31, 2023 Assets: Cash equivalents: Money market accounts $ 1,646 $ — $ — Marketable securities: Corporate bonds $ — $ 19,489 $ — U.S. agency securities $ — $ 9,294 $ — Liabilities: Contingent shares liability from fSight acquisition $ 527 $ — $ — December 31, 2022 Liabilities: Preferred stock warrant liability $ — $ — $ 1,507 (1) The Company utilized the Black-Scholes options pricing model to fair value the preferred stock warrant liability. |
Schedule of changes in fair value of the company's marketable securities | The following is a summary of the changes in fair value of the Company’s marketable securities as of December 31, 2023: (in thousands) Amortized cost Unrealized gain Unrealized loss Fair value Available-for-sale marketable securities: Current assets Corporate bonds $ 17,561 $ 2 $ ( 52 ) $ 17,511 U.S. agency securities 9,300 2 $ ( 7 ) 9,295 Total 26,861 4 ( 59 ) 26,806 Long-term assets Corporate bonds 1,981 3 ( 7 ) 1,977 Total 1,981 3 ( 7 ) 1,977 Total available-for-sale marketable securities $ 28,842 $ 7 $ ( 66 ) $ 28,783 |
Schedule of changes in fair value of the company's preferred stock warrant liability | The table presented below is a summary of the changes in fair value of the Company’s preferred stock warrant liability which was exercised immediately prior to the Business Combination into Legacy Tigo preferred stock and subsequently converted into Legacy Tigo common stock. Upon the consummation of the Business Combination, such shares of Legacy Tigo common stock were converted to shares of Common Stock. Please see Note 3, “Merger with ROTH CH Acquisition IV Co.” for additional information. (in thousands) Fair value of Balance at January 1, 2022 $ 487 Change in fair value 1,020 Balance at December 31, 2022 1,507 Change in fair value 501 Exercise of warrants ( 2,008 ) Balance at December 31, 2023 $ — |
Schedule of changes in fair value of Level 3 financial instruments | The table presented below is a summary of the changes in fair value of the Company’s Level 3 financial instruments. (in thousands) Fair value of Fair value of Balance at December 31, 2022 $ — $ — Fair value at inception 2,167 23,525 Change in fair value 29 ( 12,247 ) Transfer out of level 3 ( 2,196 ) ( 11,278 ) Balance at December 31, 2023 $ — $ — |
Warrant Liabilities | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Schedule of fair value of the warrant and derivative liabilities is estimated using the Black-Scholes option pricing model | The fair value of the warrant liabilities was estimated using the Black-Scholes option pricing model using the following assumptions: May 23, 2023 As of December 31, Expected volatility 68 % - 70 % 70 % - 76 % Risk-free interest rate 4.10 % - 4.28 % 4.22 % - 4.34 % Expected term (in years) 2.0 - 2.6 2.4 - 3.0 Expected dividend yield — — Fair value of Series C convertible preferred stock $ 1.89 $ 1.82 |
Derivative Liability | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Schedule of fair value of the warrant and derivative liabilities is estimated using the Black-Scholes option pricing model | The fair value of the convertible note derivative liability was estimated using the Black-Scholes option pricing model using the following assumptions: As of September 24, 2023 (1) Expected volatility 58.6 % Risk-free interest rate 4.9 % Expected term (in years) 2.3 Expected dividend yield — (1) The fair value of the convertible note derivative liability was remeasured on September 24, 2023, immediately prior to the execution of the Convertible Note Amendment. |
Net Revenue (Tables)
Net Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenues [Abstract] | |
Summary of Net Revenue by Major Geographic Region | The following table summarizes net revenue by major geographic region (in millions): Year Ended December 31, (in thousands) 2023 2022 EMEA $ 109,301 $ 52,016 Americas 25,171 22,456 APAC 10,761 6,851 Total net revenue $ 145,233 $ 81,323 |
Schedule of Summarizes the Changes in Deferred Revenue | The following table summarizes the changes in deferred revenue: Year Ended December 31, (in thousands) 2023 2022 Balance at the beginning of the period $ 1,122 $ 232 Deferral of revenue 30,370 20,327 Recognition of unearned revenue ( 30,691 ) ( 19,437 ) Balance at the end of the period $ 801 $ 1,122 |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Selected Financial Data | Selected financial data as of the dates presented below is as follows (in thousands, except useful life data): Inventory, net December 31, December 31, Raw materials $ 668 $ 1,739 Work in process — 31 Finished goods 60,733 23,145 Inventory, net $ 61,401 $ 24,915 |
Summary of Property and Equipment, Net | Property and equipment, net Estimated Useful Life December 31, December 31, Machinery and equipment 7 years $ 5,810 $ 3,881 Vehicles 5 years 31 31 Computer software 5 years 192 185 Computer equipment 5 years 574 526 Furniture and fixtures 5 years 216 179 Leasehold improvements 3 - 6 years 457 42 Construction in progress — — 7,280 4,844 Less: Accumulated depreciation 3,822 3,192 Property and equipment, net $ 3,458 $ 1,652 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities December 31, December 31, Accrued vacation $ 856 $ 829 Accrued compensation 2,514 624 Accrued interest 1,222 9 Accrued professional fees 409 2,502 Accrued warehouse and freight 1,001 143 Accrued other 1,974 275 Other current liabilities (1) 705 — Accrued expenses and other current liabilities $ 8,681 $ 4,382 (1) Other current liabilities of $ 0.7 million for the period ended December 31, 2023 , are primarily related to the current portion of the contingent shares liability related to the acquisition of fSight in Q1 2023. See “Note 4” for additional information. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): December 31, December 31, Convertible Promissory Note $ 50,000 $ — Series 2022-1 Notes — 20,833 Total 50,000 20,833 Less: unamortized debt discount and issuance costs ( 18,430 ) ( 191 ) Less: current portion — ( 10,000 ) Long-term debt, net of unamortized debt discount, issuance costs and current portion $ 31,570 $ 10,642 |
Schedule of Future Aggregate Principal Maturities of Long-Term Debt | Future aggregate principal maturities of long-term debt are as follows as of December 31, 2023 (in thousands): Remainder of 2023 $ — 2024 — 2025 — 2026 50,000 Thereafter — $ 50,000 |
Common Stock and Convertible _2
Common Stock and Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Shares of Common Stock Reserved for Future Issuance | Shares of Common Stock reserved for future issuance were as follows: As of December 31, 2023 Stock options issued and outstanding 4,872,527 Restricted stock units issued and outstanding 872,037 Shares available for potential conversion of L1 Convertible Note 5,305,437 Shares available for fSight Contingent Shares 252,288 Shares available for grant under 2023 Equity Incentive Plan 4,769,377 16,071,666 |
Schedule of Convertible Preferred Stock | At December 31, 2022, convertible preferred stock consisted of the following. The Company has retroactively adjusted the shares issued and outstanding to reflect the exchange ratio of 0.233335 as described in Note 3. (in thousands, except for share data) Shares Shares Carrying Aggregate Series E 8,601,120 7,832,394 $ 40,770 $ 44,108 Series D 11,513,253 11,513,253 22,192 28,943 Series C-1 9,020,682 9,020,682 2,180 18,000 Series C 6,318,524 6,070,151 11,647 13,442 Series B-4 7,172,501 7,172,501 7,582 11,199 Series B-3 1,546,441 1,546,441 862 2,620 Series B-2 174,208 174,208 105 340 Series B-1 1,863,215 1,863,215 611 2,918 Series A-4 570,976 570,976 661 4,182 Series A-3 466,245 466,245 260 1,604 Series A-2 149,281 149,281 160 1,021 Series A-1 88,216 88,216 110 679 47,484,662 46,467,563 $ 87,140 $ 129,056 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories in its accompanying consolidated statements of operations and comprehensive loss: Year Ended December 31, (in thousands) 2023 2022 Research and development $ 648 $ 154 Sales and marketing 1,387 318 Cost of sales 125 65 General and administrative 1,648 276 Total stock-based compensation (1) $ 3,808 $ 813 (1) A portion of the stock-based compensation in the table above pertains to Incentive Stock Options, which are nondeductible and the balance that is related to stock-based compensation is offset by valuation allowance. Therefore, we have excluded the income tax effect associated with the stock-based compensation in the calculation above. |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the Plans for the year ended December 31, 2023: Number Weighted Weighted Aggregate intrinsic value (in 000's) Outstanding at December 31, 2022 4,269,402 $ 1.07 6.07 Granted 1,549,314 $ 10.29 Exercised ( 433,915 ) $ 0.47 Forfeited/expired ( 512,274 ) $ 5.12 Outstanding at December 31, 2023 4,872,527 $ 3.64 6.10 $ 3,938 Exercisable at December 31, 2023 2,780,985 $ 0.89 4.15 $ 3,604 Vested and expected to vest at December 31, 2023 4,872,527 $ 3.64 6.10 |
Schedule of Fair Value of Each Stock Option Estimated Using Weighted Average Assumptions | The fair value of each stock option was estimated on the date of grant using the weighted average assumptions in the table below: December 31, 2023 December 31, 2022 Expected volatility 68.1 % 71.8 % Risk-free interest rate 4.1 % 3.3 % Expected term (in years) 6.0 6.0 Expected dividend yield — % — % Restricted Stock Units The following table summarizes RSU activity for the Plans for the year ended December 31, 2023: Number Weighted Outstanding at December 31, 2022 — $ — Granted 955,721 $ 11.25 Vested — $ — Forfeited/expired ( 83,684 ) $ 11.07 Outstanding at December 31, 2023 872,037 $ 11.27 As of December 31, 2023, the total unrecognized compensation expense related to unvested RSU’s was $ 8.3 million, which the Company expects to recognize over a weighted-average period of 2.5 years. |
Schedule of Summary of Restricted Stock Units Activity | The following table summarizes RSU activity for the Plans for the year ended December 31, 2023: Number Weighted Outstanding at December 31, 2022 — $ — Granted 955,721 $ 11.25 Vested — $ — Forfeited/expired ( 83,684 ) $ 11.07 Outstanding at December 31, 2023 872,037 $ 11.27 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense are as follows (in thousands): Year Ended December 31, (in thousands) 2023 2022 Operating lease costs $ 1,127 $ 614 Variable lease costs 395 277 Total lease cost $ 1,522 $ 891 |
Schedule of Other Information | Other information related to leases was as follows: Year Ended December 31, Supplemental Cash Flows Information (in thousands) 2023 2022 Operating lease right of use assets obtained in exchange for operating lease liabilities (1) $ 2,247 $ 1,787 Cash paid for amounts included in the measurement of lease liabilities $ 1,087 $ 637 (1) The amount for the year ended December 31, 2022 includes approximately $ 1.5 million of ROU assets obtained in exchange for existing lease obligations due to the adoption of ASC Topic 842 and approximately $ 0.3 million of additional ROU assets obtained during the year. December 31, 2023 December 31, 2022 Weighted average remaining lease term (years) 2.9 2.7 Weighted average discount rate 8.5 % 5.4 % |
Schedule of Future Maturities of Lease Liabilities | Future maturities of lease liabilities were as follows as of December 31, 2023: (in thousands) Operating Leases 2024 $ 1,306 2025 580 2026 413 2027 345 2028 136 Thereafter 9 Total future minimum lease payments $ 2,789 Less: imputed interest 205 Present value of lease liabilities $ 2,584 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets by Major Asset Class | The Company’s intangible assets by major asset class are as follows: December 31, 2023 (in thousands, except for useful life amounts) Weighted Average Useful Life (Years) Gross Accumulated Amortization Net Book Value Amortizing: Patents 6.7 $ 450 $ ( 65 ) $ 385 Customer relationships 10.0 170 ( 16 ) 154 Developed technology 10.0 1,820 ( 167 ) 1,653 Total intangible assets $ 2,440 $ ( 248 ) $ 2,192 |
Schedule of Amortization Expense Related to Intangible Assets | Amortization expense related to intangible assets at December 31, 2023 in each of the next five years and beyond is expected to be incurred as follows (in thousands): (in thousands) Amount 2024 $ 270 2025 270 2026 270 2027 262 2028 260 Thereafter 860 $ 2,192 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Income Before Income Taxes | The domestic and foreign components of income before income taxes consisted of the following (in thousands): Years Ended December 31 2023 2022 United States $ 567 $ ( 7,179 ) Foreign ( 1,413 ) 213 Income before income taxes $ ( 846 ) $ ( 6,966 ) |
Schedule of Income Tax Provision | The income taxes provision for (benefit from) the years presented is as follows (in thousands): Years Ended December 31 2023 2022 Current: Federal $ — $ — State — — Foreign 159 71 $ 159 $ 71 Deferred: Federal $ — $ — State — — Foreign ( 21 ) — $ ( 21 ) $ — Income taxes provision for $ 138 $ 71 |
Schedule of Reconciliation of the Provision Computed at the Federal Statutory Rate to the Company's Provision (Benefit) for Income Taxes | The reconciliation of the provision computed at the federal statutory rate to the Company’s provision (benefit) for income taxes was as follows: Years Ended December 31 2023 2022 Tax at federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 22.9 % 1.6 % Mark to market adjustment — % ( 3.1 )% Research and development tax credits 32.4 % 2.4 % Global intangible low taxed income ( 17.1 )% — % Foreign rate differential 6.0 % ( 0.3 )% Transaction costs ( 109.1 )% — % Stock based compensation ( 31.4 )% ( 1.2 )% Foreign tax and other ( 17.4 )% ( 0.1 )% Deferred tax adjustments 316.2 % — % Change in valuation allowance ( 239.7 )% ( 21.3 )% Total ( 16.2 )% ( 1.0 )% |
Schedule of Deferred Tax Assets And Liabilities | A summary of significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022, is as follows: Years Ended December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 19,968 $ 17,360 Research and development tax credits 3,029 2,157 Stock based compensation 399 246 Capitalized research costs 2,491 1,338 Lease liability 545 299 Reserves and accruals 2,773 1,535 Other 54 — Total deferred tax assets 29,259 22,935 Less: valuation allowance ( 24,281 ) ( 22,608 ) Total deferred tax assets, net of valuation allowance 4,978 327 Deferred tax liabilities: Fixed assets and intangibles ( 447 ) ( 50 ) Right of use leased assets ( 528 ) ( 277 ) Debt Discount ( 3,982 ) - Total deferred tax liabilities ( 4,957 ) ( 327 ) Net deferred tax assets $ 21 $ — |
Schedule of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2023 2022 Balance at beginning of year $ 952 $ 819 Gross increases to prior year tax positions 250 — Gross increases to current year tax positions 179 133 Balance at end of year $ 1,381 $ 952 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Long -Lived Assets by Business Segments and by Geographical Areas | The following table presents the Company's long-lived assets, which consists of tangible prop erty and equipment, net of depreciation, and operating ROU assets, by geographic region (in thousands): Long-lived assets December 31, December 31, EMEA $ 1,770 $ 516 Americas 1,384 1,012 APAC 2,807 1,376 Total long-lived assets $ 5,961 $ 2,904 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Jan. 09, 2023 USD ($) | Dec. 31, 2023 USD ($) Customer shares | Dec. 31, 2022 USD ($) Customer | May 23, 2023 shares | |
Significant Accounting Policies [Line Items] | ||||
Customer deposits reclassified to deferred revenue | $ 900 | |||
Deferred issuance costs | $ 2,221 | |||
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Leasehold Improvements [Member] | |||
Cash received from promissory note purchase agreement | $ 50,000 | |||
Total revenue percentage | 1% | 1% | ||
Advertising expenses | $ 800 | $ 400 | ||
Tax benefits percentage | 316.20% | |||
Annual Net Revenue | Customer Concentration Risk | One Customer | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers | Customer | 0 | 1 | ||
Concentration risk percentage | 10.60% | |||
Accounts Receivable | Customer Concentration Risk | One Customer | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 13% | |||
Series C Convertible Preferred Stock of Legacy Tigo | ||||
Significant Accounting Policies [Line Items] | ||||
Warrants to purchase shares | shares | 1,064,446 | |||
Convertible Preferred Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Warrants to purchase shares | shares | 828,733 | |||
Convertible Preferred Stock Warrants | ||||
Significant Accounting Policies [Line Items] | ||||
Number of warrants issued | shares | 0 | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Lease term | 12 months | |||
Estimated Useful Life | 7 years | |||
Estimated useful life of intangible assets | 10 years | |||
Warranty period | 25 years | |||
Performed over the period of the monitoring service | 20 years | |||
Maximum | Technology Service | ||||
Significant Accounting Policies [Line Items] | ||||
Performed over the period of the monitoring service | 11 years | |||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated Useful Life | 3 years | |||
Estimated useful life of intangible assets | 6 years | |||
Warranty period | 5 years | |||
Performed over the period of the monitoring service | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Components of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 4,405 | $ 36,194 | |
Restricted cash | 1,523 | ||
Cash, cash equivalents, and restricted cash at end of period presented in the consolidated statement of cash flows | $ 4,405 | $ 37,717 | $ 7,474 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Activity in Allowance for Credit losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Allowance for credit losses, beginning balance | $ 76 | $ 109 |
Net charges to expense or revenue | 3,960 | 596 |
Write-offs, net of recoveries | (25) | (629) |
Allowance for credit losses, ending balance | $ 4,011 | $ 76 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Changes in Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Warranties Disclosures [Abstract] | ||
Balance at the beginning of the period | $ 4,351 | $ 3,393 |
Provision for warranty | 1,702 | 1,149 |
Warranty usage | (421) | (191) |
Balance at the end of the period | $ 5,632 | $ 4,351 |
Merger with Roth CH Acquisiti_2
Merger with Roth CH Acquisition IV Co. - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
May 24, 2023 | May 23, 2023 | May 22, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 25, 2023 | |
Business Acquisition [Line Items] | ||||||
Business acquisition shares exchange ratio | 0.23334% | 0.23334% | ||||
Transaction costs | $ 200,000 | |||||
Common stock, shares issued | 58,751,666 | 5,469,921 | 5,598,751 | |||
Common stock, shares outstanding | 58,751,666 | 5,469,921 | ||||
Roth CH Acquisition IV Co. | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition shares exchange ratio | 0.23334% | |||||
Cash acquired | $ 2,200,000 | |||||
Prepaid expenses and insurance acquired | 600,000 | |||||
Accrued expenses assumed | $ 3,400 | |||||
Income tax payables assumed | $ 61,000 | |||||
Transaction costs | $ 6,100,000 | |||||
Transaction costs in excess of cash acquired | $ 3,900,000 | |||||
Common stock conversion basis | one-to-one | |||||
Accumulated dividend to redeemable convertible preferred stockholders | $ 12,600,000 | |||||
Common stock, shares issued | 58,144,543 | |||||
Common stock, shares outstanding | 58,144,543 | |||||
Options to purchase common stock shares | 4,358,301 | |||||
Number of warrants outstanding | 5,768,750 |
Acquisition of Foresight Ener_3
Acquisition of Foresight Energy, Ltd. - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Jan. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Business Acquisition [Line Items] | |||||
Common stock issued (in Shares) | 58,751,666 | 5,598,751 | 58,751,666 | 5,469,921 | |
Acquisition related costs | $ 200 | ||||
Liability at a fair value | $ 2,100 | 2,100 | |||
Liability revalued | 500 | 500 | |||
Change in fair value business combination | 1,600 | ||||
Fair value | $ 700 | $ 11,000 | 700 | $ 1,400 | |
Revenues | $ 600 | ||||
Net loss in business | $ 1,400 | ||||
Total consideration excluding consideration on loan | $ 13,200 | ||||
Increase decrease on contingent shares issuable | 5,745 | 252,288 | |||
Fair Value Guarantee | |||||
Business Acquisition [Line Items] | |||||
Common stock issued (in Shares) | 368,617 | 737,233 | 368,617 | ||
Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Useful Life (Years) | 10 years | ||||
Net assets acquired | $ 1,800 | ||||
Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Useful Life (Years) | 10 years | ||||
Net assets acquired | $ 200 | ||||
fSight | |||||
Business Acquisition [Line Items] | |||||
Equity interest percentage | 100% | ||||
Deemed settlement of loan payable | $ 527 | [1] | $ 500 | ||
Total consideration | 13,668 | [1] | $ 13,700 | ||
Common stock as converted basis of business combination | 1,306,385 | ||||
fSight | Fair Value Guarantee | |||||
Business Acquisition [Line Items] | |||||
Common stock as converted basis of business combination | 172,022 | 86,011 | |||
fSight | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Net assets acquired | 1,820 | $ 1,820 | |||
fSight | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Net assets acquired | $ 170 | $ 170 | |||
[1] The reported provisional amounts presented above have been updated from the Company ’ s S-1 filed with the SEC on June 22, 2023. The Company recorded an out of period adjustment related to the adjustment of the provisional fair market value of the Legacy Tigo common stock that was used to develop the calculation of the purchase price consideration. The Company does not believe that the adjustment had a material impact on its consolidated statements of operations and comprehensive loss, consolidated balance sheets, or consolidated statements of cash flows in any periods previously reported. |
Acquisition of Foresight Ener_4
Acquisition of Foresight Energy, Ltd. - Summary of Provisional Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jan. 25, 2023 | ||
Developed Technology | |||||
Assets Acquired | |||||
Assets acquired | $ 1,800 | ||||
Customer Relationships | |||||
Assets Acquired | |||||
Assets acquired | 200 | ||||
fSight | |||||
Consideration transferred: | |||||
Fair value of common stock issued | [1] | $ 10,974 | |||
Fair value of contingent shares | [1] | 2,167 | |||
Deemed settlement of loan payable | 527 | [1] | 500 | ||
Total consideration | 13,668 | [1] | $ 13,700 | ||
Assets Acquired | |||||
Cash and cash equivalents | 55 | ||||
Accounts receivable | 117 | ||||
Property and equipment | 9 | ||||
Goodwill | 12,209 | ||||
Total assets acquired | 14,380 | ||||
Liabilities Assumed | |||||
Accounts payable | 418 | ||||
Accrued expenses | 294 | ||||
Net assets acquired | 13,668 | ||||
fSight | As Previously Reported | |||||
Consideration transferred: | |||||
Fair value of common stock issued | [1] | $ 10,974 | |||
Fair value of contingent shares | [1] | 2,167 | |||
Deemed settlement of loan payable | [1] | 527 | |||
Total consideration | [1] | 13,668 | |||
Assets Acquired | |||||
Cash and cash equivalents | 55 | ||||
Accounts receivable | 117 | ||||
Property and equipment | 9 | ||||
Goodwill | 13,079 | ||||
Total assets acquired | 15,250 | ||||
Liabilities Assumed | |||||
Accounts payable | 418 | ||||
Accrued expenses | 294 | ||||
Other current liabilities | 89 | ||||
Other long-term liabilities | 781 | ||||
Net assets acquired | 13,668 | ||||
fSight | PPA Adjustments | |||||
Assets Acquired | |||||
Goodwill | (870) | ||||
Total assets acquired | (870) | ||||
Liabilities Assumed | |||||
Other current liabilities | (89) | ||||
Other long-term liabilities | (781) | ||||
Net assets acquired | (870) | ||||
fSight | Developed Technology | |||||
Assets Acquired | |||||
Assets acquired | 1,820 | ||||
fSight | Developed Technology | As Previously Reported | |||||
Assets Acquired | |||||
Assets acquired | 1,820 | ||||
fSight | Customer Relationships | |||||
Assets Acquired | |||||
Assets acquired | $ 170 | ||||
fSight | Customer Relationships | As Previously Reported | |||||
Assets Acquired | |||||
Assets acquired | $ 170 | ||||
[1] The reported provisional amounts presented above have been updated from the Company ’ s S-1 filed with the SEC on June 22, 2023. The Company recorded an out of period adjustment related to the adjustment of the provisional fair market value of the Legacy Tigo common stock that was used to develop the calculation of the purchase price consideration. The Company does not believe that the adjustment had a material impact on its consolidated statements of operations and comprehensive loss, consolidated balance sheets, or consolidated statements of cash flows in any periods previously reported. |
Acquisition of Foresight Ener_5
Acquisition of Foresight Energy, Ltd. - Summary of Supplemental Pro Forma Information (Details) - fSight [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 145,301 | $ 81,629 |
Net income (loss) | $ (1,130) | $ (8,313) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Basic net loss per common share calculation: | ||
Net loss attributable to common stockholders | $ (4,383) | $ (13,381) |
Undistributed loss to preferred stock stockholders | 1,418 | |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (2,965) | $ (13,381) |
Weighted-average shares of common stock outstanding - basic | 38,048,516 | 4,940,562 |
Net loss per share of common stock - basic | $ (0.08) | $ (2.71) |
Diluted net loss per common share calculation: | ||
Net loss attributable to common stockholders | $ (4,383) | $ (13,381) |
Reverse: interest expense and change in fair value on derivative liability | (4,322) | |
Net loss attributable to common stockholders | (8,705) | (13,381) |
Undistributed loss to preferred stock stockholders | 2,817 | |
Net loss attributable to common stockholders - diluted | $ (5,888) | $ (13,381) |
Weighted-average shares of common stock outstanding - basic | 38,048,516 | 4,940,562 |
Convertible promissory note | 5,174,618 | |
Weighted-average shares of common stock - diluted | 43,223,134 | 4,940,562 |
Net loss per share of common stock - diluted | $ (0.14) | $ (2.71) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares of Common Stock Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Outstanding stock options and restricted stock units | 3,470,172 | 4,263,243 |
Convertible preferred stock warrants | 580,729 | 248,372 |
Common stock warrants | 75,305 | 1,915,372 |
Convertible preferred stock | 46,467,565 | |
Total | 4,126,206 | 52,894,552 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of company's assets that are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 24, 2023 | Dec. 31, 2022 | |
Marketable securities: | ||||
Marketable securities | $ 1,977 | |||
Liabilities: | ||||
Convertible note derivative liability | $ 11,300 | |||
Preferred stock warrant liability | $ 1,507 | |||
Level 1 [Member] | ||||
Cash equivalents: | ||||
Money market accounts | 1,646 | |||
Liabilities: | ||||
Contingent shares liability from fSight acquisition | 527 | |||
Level 2 [Member] | Corporate bonds [Member] | ||||
Marketable securities: | ||||
Marketable securities | 19,489 | |||
Level 2 [Member] | U.S. agency securities [Member] | ||||
Marketable securities: | ||||
Marketable securities | $ 9,294 | |||
Level 3 [Member] | ||||
Liabilities: | ||||
Preferred stock warrant liability | [1] | $ 1,507 | ||
[1] The Company utilized the Black-Scholes options pricing model to fair value the preferred stock warrant liability. |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of changes in fair value of the company's marketable securities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Available-for-sale marketable securities: | |
Total Current Assets | $ 26,806 |
Long-term assets | |
Total Long-term assets | 1,977 |
Total Available for sale Marketable Securities, Total | 28,783 |
Corporate bonds [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 17,511 |
Long-term assets | |
Total Long-term assets | 1,977 |
U.S. agency securities [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 9,295 |
Cost [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 26,861 |
Long-term assets | |
Total Long-term assets | 1,981 |
Total Available for sale Marketable Securities, Total | 28,842 |
Cost [Member] | Corporate bonds [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 17,561 |
Long-term assets | |
Total Long-term assets | 1,981 |
Cost [Member] | U.S. agency securities [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 9,300 |
Unrealized gain [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 4 |
Long-term assets | |
Total Long-term assets | 3 |
Total Available for sale Marketable Securities, Total | 7 |
Unrealized gain [Member] | Corporate bonds [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 2 |
Long-term assets | |
Total Long-term assets | 3 |
Unrealized gain [Member] | U.S. agency securities [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | 2 |
Unrealized loss [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | (59) |
Long-term assets | |
Total Long-term assets | (7) |
Total Available for sale Marketable Securities, Total | (66) |
Unrealized loss [Member] | Corporate bonds [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | (52) |
Long-term assets | |
Total Long-term assets | (7) |
Unrealized loss [Member] | U.S. agency securities [Member] | |
Available-for-sale marketable securities: | |
Total Current Assets | $ (7) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of fair value of the warrant liabilities is estimated using the Black-Scholes option pricing model (Details) - USD ($) | 12 Months Ended | ||
May 23, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Expected volatility | 68.10% | 71.80% | |
Risk-free interest rate | 4.10% | 3.30% | |
Expected term (in years) | 6 years | 6 years | |
Warrant Liabilities | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Expected volatility, minimum | 68% | 70% | |
Expected volatility, maximum | 70% | 76% | |
Risk-free interest rate, minimum | 4.10% | 4.22% | |
Risk-free interest rate, maximum | 4.28% | 4.34% | |
Fair value of Series C convertible preferred stock | $ 1,890 | $ 1,820 | |
Minimum [Member] | Warrant Liabilities | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Expected term (in years) | 2 years | 2 years 4 months 24 days | |
Maximum [Member] | Warrant Liabilities | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Expected term (in years) | 2 years 7 months 6 days | 3 years |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of changes in fair value of preferred stock warrant liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Changes In Fair Value Of The Company S Preferred Stock Warrant Liability Abstract | ||
Balance at beginning | $ 1,507 | $ 487 |
Change in fair value | 501 | 1,020 |
Exercise of warrants | $ (2,008) | |
Balance at ending | $ 1,507 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Summary of the changes in fair value of the Company's Level 3 financial instruments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
fSight | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at inception | $ 2,167 |
Transfer out of level 3 | $ (2,196) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants |
Change in fair value | $ 29 |
Derivative Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at inception | 23,525 |
Transfer out of level 3 | $ (11,278) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants |
Change in fair value | $ (12,247) |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Schedule of fair value of the derivative liabilities is estimated using the Black-Scholes option pricing model (Details) | 12 Months Ended | |||
Sep. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Expected volatility | 68.10% | 71.80% | ||
Risk-free interest rate | 4.10% | 3.30% | ||
Expected term (in years) | 6 years | 6 years | ||
Derivative Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Expected volatility | [1] | 58.60% | ||
Risk-free interest rate | [1] | 4.90% | ||
Expected term (in years) | [1] | 2 years 3 months 18 days | ||
[1] The fair value of the convertible note derivative liability was remeasured on September 24, 2023, immediately prior to the execution of the Convertible Note Amendment. |
Fair Value of Financial Instr_9
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Fair value | $ 58.1 | $ 21 |
Carrying value | $ 31.6 | $ 20.6 |
Net Revenue - Summary of Net Re
Net Revenue - Summary of Net Revenue by Major Geographic Region (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 145,233 | $ 81,323 |
EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 109,301 | 52,016 |
Americas | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | 25,171 | 22,456 |
APAC | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenue | $ 10,761 | $ 6,851 |
Net Revenue - Summary of Change
Net Revenue - Summary of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue and Product Warranties Disclosures [Abstract] | ||
Balance at the beginning of the period | $ 1,122 | $ 232 |
Deferral of revenue | 30,370 | 20,327 |
Recognition of unearned revenue | (30,691) | (19,437) |
Balance at the end of the period | $ 801 | $ 1,122 |
Net Revenue - Additional Inform
Net Revenue - Additional Information (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 $ in Millions | Dec. 31, 2023 USD ($) |
Deferred Revenue and Product Warranty [Line Items] | |
Remaining performance obligations | $ 0.8 |
Remaining performance obligations over a weighted average term | 3 years 4 months 24 days |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Summary of Selected Financial Data (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 668 | $ 1,739 |
Work in process | 31 | |
Finished goods | 60,733 | 23,145 |
Inventory, net | $ 61,401 | $ 24,915 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Inventory reserve | $ 1 | $ 0.3 |
Depreciation | $ 0.9 | $ 0.6 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,280 | $ 4,844 |
Less: Accumulated depreciation | 3,822 | 3,192 |
Property and equipment, net | $ 3,458 | 1,652 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,810 | 3,881 |
Estimated Useful Life | 7 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 31 | 31 |
Estimated Useful Life | 5 years | |
Computer Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 192 | 185 |
Estimated Useful Life | 5 years | |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 574 | 526 |
Estimated Useful Life | 5 years | |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 216 | 179 |
Estimated Useful Life | 5 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 457 | $ 42 |
Leasehold Improvements | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Leasehold Improvements | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 6 years |
Supplementary Balance Sheet I_6
Supplementary Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |||
Accrued vacation | $ 856 | $ 829 | |
Accrued compensation | 2,514 | 624 | |
Accrued interest | 1,222 | 9 | |
Accrued professional fees | 409 | 2,502 | |
Accrued warehouse and freight | 1,001 | 143 | |
Accrued other | 1,974 | 275 | |
Other current liabilities | [1] | 705 | |
Accrued expenses and other current liabilities | $ 8,681 | $ 4,382 | |
[1] Other current liabilities of $ 0.7 million for the period ended December 31, 2023 , are primarily related to the current portion of the contingent shares liability related to the acquisition of fSight in Q1 2023. See “Note 4” for additional information. |
Supplementary Balance Sheet I_7
Supplementary Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) (Parenthetical) $ in Thousands | Dec. 31, 2023 USD ($) | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Other current liabilities | $ 705 | [1] |
[1] Other current liabilities of $ 0.7 million for the period ended December 31, 2023 , are primarily related to the current portion of the contingent shares liability related to the acquisition of fSight in Q1 2023. See “Note 4” for additional information. |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Convertible Promissory Note | $ 50,000 | |
Series 2022-1 Notes | $ 20,833 | |
Total | 20,833 | 50,000 |
Less: unamortized debt discount and issuance costs | (191) | (18,430) |
Less: current portion | (10,000) | |
Long-term debt, net of unamortized debt discount, issuance costs and current portion | $ 10,642 | $ 31,570 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 09, 2023 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 24, 2023 | Jan. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
Cash received from promissory note purchase agreement | $ 50 | |||||
Convertible promissory note, interest rate | 5% | |||||
Convertible promissory note, maturity date | Jan. 09, 2026 | |||||
Convertible promissory note, frequency of periodic payment | interest is payable semiannually beginning July 2023. | |||||
Convertible promissory note conversion, description | the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company's capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date. | |||||
Accrued interest | $ 1.2 | |||||
Debt discount at fair value | 23.5 | |||||
Other Long-Term Debt | 23.9 | $ 0.2 | ||||
Amortization of debt discount and issuance cost interest expense | $ 5.5 | $ 0.3 | ||||
Note purchase agreement default description | The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement. | |||||
Debt default amount uncured | $ 10 | |||||
Convertible note derivative liability | $ 11.3 | |||||
Series 2022-1 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 0.2 | |||||
Senior Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 0.5 | |||||
Lender fees | $ 3.1 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Aggregate Principal Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2026 | $ 50,000 |
Long-Term Debt, Total | $ 50,000 |
Common Stock and Convertible _3
Common Stock and Convertible Preferred Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 08, 2023 | May 23, 2023 | Sep. 08, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 09, 2023 | May 24, 2023 | Jan. 25, 2023 | |
Class of Stock [Line Items] | ||||||||
Common stock issued (in Shares) | 58,751,666 | 5,469,921 | 5,598,751 | |||||
Common stock, outstanding | 58,751,666 | 5,469,921 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Common stock voting right | Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. | |||||||
Common stock, authorized | 150,000,000 | 60,667,100 | ||||||
Warrants exercised | 324,546 | |||||||
Convertible preferred stock, shares outstanding | 0 | |||||||
Gross proceeds | $ 40,978,000 | |||||||
Business acquisition shares exchange ratio | 0.23334% | 0.23334% | ||||||
Warrant Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants exercised | 324,546 | |||||||
Payments for remaining warrants | $ 100,000 | $ 3,700,000 | ||||||
Redemption price per share | $ 0.01 | |||||||
Common stock price per share | $ 18 | |||||||
Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase shares | 828,733 | |||||||
Legacy Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants outstanding | 0 | 1,915,372 | ||||||
Warrants exercised | 1,915,372 | |||||||
Issuance of common stock from exercise of warrants | 1,491,229 | |||||||
Public Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants outstanding | 5,750,000 | |||||||
Warrants to purchase shares | 1 | |||||||
Exercise price | $ 11.5 | |||||||
Public Warrants | Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants outstanding | 18,750 | |||||||
Private Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase shares | 1 | |||||||
Exercise price | $ 11.5 | |||||||
Series E Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred stock sold | 7,832,394 | |||||||
Gross proceeds | $ 41,000,000 | |||||||
Issuance costs | $ 100,000 | |||||||
Series C Convertible Preferred Stock of Legacy Tigo | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase shares | 1,064,446 | |||||||
Convertible Preferred Stock Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants outstanding | 0 | |||||||
Legacy Tigo Energy | ||||||||
Class of Stock [Line Items] | ||||||||
Shares of Common Stock issued to holders of convertible preferred stock | $ 47,918,992 | |||||||
Roth CH Acquisition IV Co. | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued (in Shares) | 58,144,543 | |||||||
Common stock, outstanding | 58,144,543 | |||||||
Number of warrants outstanding | 5,768,750 | |||||||
Business acquisition shares exchange ratio | 0.23334% | |||||||
Former Stockholders of ROCG | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued (in Shares) | 1,700,498 | |||||||
Roth Capital Partners, LLC. | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued (in Shares) | 118,021 |
Common Stock and Convertible _4
Common Stock and Convertible Preferred Stock - Schedule of Shares of Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2023 shares |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 16,071,666 |
Stock Options Issued and Outstanding | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 4,872,527 |
Restricted Stock Units Issued and Outstanding | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 872,037 |
Shares Available for Potential Conversion of L1 Convertible Note | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 5,305,437 |
Shares Available for fSight Contingent Shares | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 252,288 |
Shares Available for Grant under 2023 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Shares of common stock reserved for future issuance | 4,769,377 |
Common Stock and Convertible _5
Common Stock and Convertible Preferred Stock - Schedule of convertible preferred stock (Details) $ in Thousands | Dec. 31, 2022 USD ($) shares |
Class of Stock [Line Items] | |
Shares Authorized | shares | 47,484,662 |
Shares Issued and Outstanding | shares | 46,467,563 |
Carrying Value | $ | $ 87,140 |
Aggregate Liquidation Preference | $ | $ 129,056 |
Series E | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 8,601,120 |
Shares Issued and Outstanding | shares | 7,832,394 |
Carrying Value | $ | $ 40,770 |
Aggregate Liquidation Preference | $ | $ 44,108 |
Series D | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 11,513,253 |
Shares Issued and Outstanding | shares | 11,513,253 |
Carrying Value | $ | $ 22,192 |
Aggregate Liquidation Preference | $ | $ 28,943 |
Series C-1 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 9,020,682 |
Shares Issued and Outstanding | shares | 9,020,682 |
Carrying Value | $ | $ 2,180 |
Aggregate Liquidation Preference | $ | $ 18,000 |
Series C | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 6,318,524 |
Shares Issued and Outstanding | shares | 6,070,151 |
Carrying Value | $ | $ 11,647 |
Aggregate Liquidation Preference | $ | $ 13,442 |
Series B-4 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 7,172,501 |
Shares Issued and Outstanding | shares | 7,172,501 |
Carrying Value | $ | $ 7,582 |
Aggregate Liquidation Preference | $ | $ 11,199 |
Series B-3 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 1,546,441 |
Shares Issued and Outstanding | shares | 1,546,441 |
Carrying Value | $ | $ 862 |
Aggregate Liquidation Preference | $ | $ 2,620 |
Series B-2 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 174,208 |
Shares Issued and Outstanding | shares | 174,208 |
Carrying Value | $ | $ 105 |
Aggregate Liquidation Preference | $ | $ 340 |
Series B-1 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 1,863,215 |
Shares Issued and Outstanding | shares | 1,863,215 |
Carrying Value | $ | $ 611 |
Aggregate Liquidation Preference | $ | $ 2,918 |
Series A-4 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 570,976 |
Shares Issued and Outstanding | shares | 570,976 |
Carrying Value | $ | $ 661 |
Aggregate Liquidation Preference | $ | $ 4,182 |
Series A-3 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 466,245 |
Shares Issued and Outstanding | shares | 466,245 |
Carrying Value | $ | $ 260 |
Aggregate Liquidation Preference | $ | $ 1,604 |
Series A-2 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 149,281 |
Shares Issued and Outstanding | shares | 149,281 |
Carrying Value | $ | $ 160 |
Aggregate Liquidation Preference | $ | $ 1,021 |
Series A-1 | |
Class of Stock [Line Items] | |
Shares Authorized | shares | 88,216 |
Shares Issued and Outstanding | shares | 88,216 |
Carrying Value | $ | $ 110 |
Aggregate Liquidation Preference | $ | $ 679 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield percentage | 0% | |
Stock options percentage | 110% | |
Common stock options exercises shares (in Shares) | 1,579 | |
Shares reserved for future issuance | 16,071,666 | |
Stock options, Options exercises | 433,915 | |
Unrecognized compensation expense (in Dollars) | $ 9.6 | |
Weighted-average period | 3 years 2 months 12 days | |
Business acquisition shares exchange ratio | 0.23334% | 0.23334% |
Restricted Stock Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares reserved for future issuance | 872,037 | |
Unrecognized compensation expense | $ 8.3 | |
Weighted-average period for unrecognized compensation expense to be recognized | 2 years 6 months | |
2008 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Capital stock percentage | 10% | |
Capital stock duration | 10 years | |
2018 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Capital stock percentage | 10% | |
Capital stock duration | 10 years | |
Stock options percentage | 100% | |
2023 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock options granted shares (in Shares) | 1,230,318 | |
2023 Plan | Restricted Stock Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock options granted shares (in Shares) | 955,721 | |
Stock options vesting period | 3 years | |
Stock options vesting percentage | 25% | |
Stock options, Options vested | 0 | |
2023 Plan | Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock options vesting period | 4 years | |
Stock options, Options exercises | 0 | |
2008, 2018 Stock Plan and the 2023 Equity Incentive Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares reserved for future issuance | 4,769,377 | |
Number of shares authorized | 10,797,927 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of condensed consolidated statements of operations and comprehensive income (loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation | [1] | $ 3,808 | $ 813 |
Research and Development | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation | 648 | 154 | |
Sales and Marketing | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation | 1,387 | 318 | |
Cost of Sales | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation | 125 | 65 | |
General and Administrative | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 1,648 | $ 276 | |
[1] A portion of the stock-based compensation in the table above pertains to Incentive Stock Options, which are nondeductible and the balance that is related to stock-based compensation is offset by valuation allowance. Therefore, we have excluded the income tax effect associated with the stock-based compensation in the calculation above. |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of table summarizes stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, Outstanding | 4,269,402 | |
Number of shares, Outstanding, Granted | 1,549,314 | |
Number of shares, Outstanding, Exercised | (433,915) | |
Number of shares, Outstanding, Forfeited/expired | (512,274) | |
Number of shares, Outstanding | 4,872,527 | |
Number of shares, Exercisable | 2,780,985 | |
Number of shares, Vested and expected to vest | 4,872,527 | |
Weighted average exercise price per share, Outstanding | $ 1.07 | |
Weighted average exercise price per share, Granted | 10.29 | |
Weighted average exercise price per share, Exercised | 0.47 | |
Weighted average exercise price per share, Forfeited/expired | 5.12 | |
Weighted average exercise price per share, Outstanding | 3.64 | $ 1.07 |
Weighted average exercise price per share, Exercisable | 0.89 | |
Weighted average exercise price per share, Vested and expected to vest | $ 3.64 | |
Weighted average remaining contractual term (years), Outstanding at ending | 6 years 1 month 6 days | 6 years 25 days |
Weighted average remaining contractual term (years), Exercisable | 4 years 1 month 24 days | |
Weighted average remaining contractual term (years), Vested and expected to vest | 6 years 1 month 6 days | |
Aggregate intrinsic value, Outstanding | $ 3,938 | |
Aggregate intrinsic value, Exercisable | $ 3,604 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Fair Value of Each Stock Option Estimated Using Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 68.10% | 71.80% |
Risk-free interest rate | 4.10% | 3.30% |
Expected term (in years) | 6 years | 6 years |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Outstanding, Granted | shares | 955,721 |
Number of shares, Outstanding, Forfeited/expired | shares | (83,684) |
Outstanding, end of period | shares | 872,037 |
Weighted average grant date fair value per share, granted | $ / shares | $ 11.25 |
Weighted average grant date fair value per share, Forfeited/expired | $ / shares | 11.07 |
Weighted average grant date fair value per share, Outstanding end of period | $ / shares | $ 11.27 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | |
Lease term | 12 months |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term | 7 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 1,127 | $ 614 |
Variable lease costs | 395 | 277 |
Total lease cost | $ 1,522 | $ 891 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Lessee, Lease, Description [Line Items] | |||
Operating lease right of use assets obtained in exchange for operating lease liabilities | [1] | $ 2,247 | $ 1,787 |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,087 | $ 637 | |
Weighted average remaining lease term (years) | 2 years 10 months 24 days | 2 years 8 months 12 days | |
Weighted average discount rate | 8.50% | 5.40% | |
[1] The amount for the year ended December 31, 2022 includes approximately $ 1.5 million of ROU assets obtained in exchange for existing lease obligations due to the adoption of ASC Topic 842 and approximately $ 0.3 million of additional ROU assets obtained during the year. |
Leases - Schedule of Other In_2
Leases - Schedule of Other Information (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
ROU assets | $ 1.5 | $ 1.5 |
Additional ROU assets | $ 0.3 | $ 0.3 |
Leases - Schedule of Future Mat
Leases - Schedule of Future Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2024 | $ 1,306 |
2025 | 580 |
2026 | 413 |
2027 | 345 |
2028 | 136 |
Thereafter | 9 |
Total | 2,789 |
Less: imputed interest | 205 |
Present value of lease liabilities | $ 2,584 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill balance | $ 12,200,000 | |
Intangible assets | 2,192,000 | $ 0 |
Amortization expense | $ 0 | |
Acquired intangible assets | $ 200,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets by Major Asset Class (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Gross | $ 2,440 |
Accumulated Amortization | (248) |
Net Book Value | $ 2,192 |
Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life (Years) | 6 years 8 months 12 days |
Gross | $ 450 |
Accumulated Amortization | (65) |
Net Book Value | $ 385 |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life (Years) | 10 years |
Gross | $ 170 |
Accumulated Amortization | (16) |
Net Book Value | $ 154 |
Developed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life (Years) | 10 years |
Gross | $ 1,820 |
Accumulated Amortization | (167) |
Net Book Value | $ 1,653 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Amortization Expense Related to Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 270 |
2025 | 270 |
2026 | 270 |
2027 | 262 |
2028 | 260 |
Thereafter | 860 |
Total | $ 2,192 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Line Items] | |||
Income tax expense | $ 138,000 | $ 71,000 | |
Income tax expense related to foreign earnings | 100,000 | 100,000 | |
Valuation allowance | 24,281 | 22,608 | |
Increase in valuation allowance | 1,700,000 | 1,500,000 | |
Gross unrecognized tax benefits | 1,381,000 | 952,000 | $ 819,000 |
Unrecognized tax benefits increase (decrease) | 400,000 | 100,000 | |
Interest and penalties accrued | 0 | ||
Domestic Tax Authority | |||
Valuation Allowance [Line Items] | |||
Valuation allowance | 24,300,000 | ||
Operating loss carryforwards | 62,400,000 | ||
Net operating loss carryforwards, not subject to expiration | 27,700,000 | ||
Net operating loss carryforwards, subject to expiration | $ 34,700,000 | ||
Operating loss carryforward, year | 2028 | ||
Research and development tax credit carryforwards | $ 2,400,000 | ||
Tax credit carryforward, expiration | 2024 | ||
Amortisation of research and developmental cost | 5 years | ||
Domestic Tax Authority | Internal Revenue Service (IRS) | Earliest Tax Year | |||
Valuation Allowance [Line Items] | |||
Open tax year | 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 | ||
Foreign Tax Authority | |||
Valuation Allowance [Line Items] | |||
Valuation allowance | $ 22,600,000 | ||
Operating loss carryforwards | $ 13,100,000 | ||
Amortisation of research and developmental cost | 15 years | ||
Foreign Tax Authority | Maximum | |||
Valuation Allowance [Line Items] | |||
Statutes of limitation, period | 5 years | ||
State and Local Jurisdiction | |||
Valuation Allowance [Line Items] | |||
Operating loss carryforwards | $ 55,200,000 | ||
Operating loss carryforward, year | 2028 | ||
Research and development tax credit carryforwards | $ 2,400,000 | ||
State and Local Jurisdiction | Minimum | |||
Valuation Allowance [Line Items] | |||
Statutes of limitation, period | 3 years |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components Of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 567 | $ (7,179) |
Foreign | (1,413) | 213 |
Loss before income tax expense | $ (846) | $ (6,966) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Foreign | $ 159 | $ 71 |
Total | 159 | 71 |
Deferred: | ||
Foreign | (21) | |
Total | (21) | |
Income taxes provision for | $ 138 | $ 71 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Provision Computed at the Federal Statutory Rate to the Company's Provision (Benefit) for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | 21% | 21% |
State tax, net of federal benefit | 22.90% | 1.60% |
Mark to market adjustment | 0% | (3.10%) |
Research and development tax credits | 32.40% | 2.40% |
Global intangible low taxed income | (17.10%) | |
Foreign rate differential | 6% | (0.30%) |
Transaction costs | (109.10%) | |
Stock based compensation | (31.40%) | (1.20%) |
Foreign tax and other | (17.40%) | (0.10%) |
Deferred tax adjustments | 316.20% | |
Change in valuation allowance | (239.70%) | (21.30%) |
Total | (16.20%) | (1.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 19,968 | $ 17,360 |
Research and development tax credits | 3,029 | 2,157 |
Stock based compensation | 399 | 246 |
Capitalized research costs | 2,491 | 1,338 |
Lease liability | 545 | 299 |
Reserves and accruals | 2,773 | 1,535 |
Other | 54 | |
Total deferred tax assets | 29,259 | 22,935 |
Less: valuation allowance | (24,281) | (22,608) |
Total deferred tax assets, net of valuation allowance | 4,978 | 327 |
Deferred tax liabilities: | ||
Fixed assets and intangibles | (447) | (50) |
Right of use leased assets | (528) | (277) |
Debt Discount | (3,982) | |
Total deferred tax liabilities | (4,957) | $ (327) |
Net deferred tax assets | $ 21 |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Uncertainties [Abstract] | ||
Balance at beginning of year | $ 952 | $ 819 |
Gross increases to prior year tax positions | 250 | |
Gross increases to current year tax positions | 179 | 133 |
Balance at end of year | $ 1,381 | $ 952 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
General and administrative expenses | $ 28,807,000 | $ 9,032,000 | |
Promissory Note With Related Party | |||
Related Party Transaction [Line Items] | |||
Amount forgiven | $ 100,000 | ||
Additional payment of services rendered | 200,000 | ||
General and administrative expenses | $ 200,000 | ||
Remaining principal balance on promissory notes | $ 0 | $ 0 |
Segment and Geographic Inform_3
Segment and Geographic Information - Schedule of Long -Lived Assets by Business Segments and by Geographical Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 5,961 | $ 2,904 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 1,770 | 516 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 1,384 | 1,012 |
APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 2,807 | $ 1,376 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Jan. 25, 2024 USD ($) Tranches shares | Dec. 31, 2023 USD ($) shares | Jan. 25, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares |
Subsequent Event [Line Items] | ||||
Common stock, shares issued | shares | 58,751,666 | 5,598,751 | 5,469,921 | |
Fair value | $ | $ 0.7 | $ 11 | $ 1.4 | |
Subsequent Event | fSight | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued | shares | 166,271 | |||
Fair value | $ | $ 0.2 | |||
Number of tranches | Tranches | 2 |