Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | AMPRIUS TECHNOLOGIES, INC. |
Entity Central Index Key | 0001899287 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | ||||
Cash | $ 5,243,000 | $ 11,489,000 | $ 2,000 | |
Accounts receivable | 490,000 | 262,000 | 348,000 | |
Inventories, net | 329,000 | 500,000 | 517,000 | |
Prepaid expenses and other current assets | 106,000 | 156,000 | 86,000 | |
Deferred costs, current | 1,591,000 | 1,769,000 | 238,000 | |
Total current assets | 7,759,000 | 14,176,000 | 1,191,000 | |
Restricted cash, noncurrent | 333,000 | 0 | ||
Deferred costs, noncurrent | 3,033,000 | 0 | ||
Deferred costs, noncurrent | 112,000 | 141,000 | 217,000 | |
Property and equipment, net | 3,652,000 | 4,210,000 | 5,251,000 | |
Right of use asset, net | 2,907,000 | |||
Total assets | 17,796,000 | 18,527,000 | 6,659,000 | |
Current liabilities: | ||||
Notes payable | 0 | 743,000 | ||
Accounts payable | 2,081,000 | 426,000 | 2,281,000 | |
Accrued expenses and Accrued liabilities | 1,907,000 | 1,294,000 | 805,000 | |
Deferred revenue, current | 1,706,000 | 2,363,000 | 116,000 | |
Operating Lease, Liability, Current | 514,000 | 0 | ||
Other liabilities, current | 0 | 85,000 | 0 | |
Total current liabilities | 6,208,000 | 4,168,000 | 3,945,000 | |
Deferred revenue, noncurrent | 404,000 | 501,000 | 1,545,000 | |
Operating lease liabilities, noncurrent | 2,652,000 | 0 | ||
Total liabilities | 9,264,000 | 4,669,000 | 5,490,000 | |
Stockholders' equity: | ||||
Common stock value | 1,000 | 1,000 | 1,000 | |
Additional paid-in capital | 91,117,000 | 89,258,000 | 66,673,000 | |
Accumulated deficit | (82,586,000) | (75,401,000) | (65,505,000) | |
Total shareholders' deficit | 8,532,000 | 13,858,000 | 1,169,000 | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 17,796,000 | 18,527,000 | $ 6,659,000 | |
Kensington Capital Acquisition Corp. IV [Member] | ||||
Current assets: | ||||
Cash | 1,966,389 | 77,151 | ||
Prepaid expenses | 223,380 | |||
Total current assets | 2,189,769 | 77,151 | ||
Deferred costs, noncurrent | 307,243 | |||
Prepaid expenses - long-term | 108,333 | |||
Investments held in Trust Account | 230,294,899 | |||
Total assets | 232,593,001 | 384,394 | ||
Current liabilities: | ||||
Accounts payable | 29,673 | 63,628 | ||
Accrued expenses and Accrued liabilities | 1,154,373 | 155,077 | ||
Note payable - related party | 200,000 | |||
Total current liabilities | 1,184,046 | 418,705 | ||
Derivative warrant liabilities | 11,310,000 | |||
Deferred underwriting fees | 8,050,000 | 7,000,000 | ||
Working Capital Loan - related party | 200,000 | |||
Total liabilities | 20,744,046 | 418,705 | ||
Commitments and Contingencies | ||||
Class A ordinary shares subject to possible redemption; 23,000,000 and -0- shares at redemption value | 230,194,899 | |||
Stockholders' equity: | ||||
Preference shares | ||||
Common stock value | ||||
Additional paid-in capital | 24,014 | |||
Accumulated deficit | (18,346,930) | (59,311) | ||
Total shareholders' deficit | (18,345,944) | (34,311) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 232,593,001 | 384,394 | ||
Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||
Current liabilities: | ||||
Class A ordinary shares subject to possible redemption; 23,000,000 and -0- shares at redemption value | 230,194,899 | |||
Stockholders' equity: | ||||
Common stock value | ||||
Common Class B [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||
Stockholders' equity: | ||||
Common stock value | $ 986 | $ 986 | [1] | |
[1]This number includes up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares, issued | 45,176,145 | 45,179,270 |
Common stock, shares, outstanding | 45,176,145 | 45,179,270 |
Kensington Capital Acquisition Corp. IV [Member] | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares, outstanding | 0 | |
Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||
Temporary equity shares outstanding | 0 | 23,000,000 |
Temporary equity, redemption price per share | $ 10 | $ 10.008 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares, outstanding | 0 | 0 |
Common Class B [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares, issued | 9,857,142 | 9,857,142 |
Common stock, shares, outstanding | 9,857,142 | 9,857,142 |
Shares issued, shares, share-based payment arrangement, forfeited | 1,285,714 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues | $ 2,801,000 | $ 1,226,000 | $ 2,772,000 | $ 4,679,000 | |||||
Cost of revenues | (5,230,000) | (3,004,000) | 7,101,000 | 6,695,000 | |||||
Gross loss | (2,429,000) | (1,778,000) | (4,329,000) | (2,016,000) | |||||
Operating expenses: | |||||||||
Research and development | 820,000 | 651,000 | 1,450,000 | 1,330,000 | |||||
Selling, general and administrative | 3,822,000 | 1,354,000 | 4,844,000 | 4,103,000 | |||||
Total operating expenses | 4,642,000 | 2,005,000 | 6,294,000 | 5,433,000 | |||||
Loss from operations | (7,071,000) | (3,783,000) | (10,623,000) | (7,449,000) | |||||
Other income (expense), net: | |||||||||
Interest expense | (5,000) | ||||||||
Gain on extinguishment of notes payable | 0 | 743,000 | 743,000 | 0 | |||||
Other income (expense), net | 39,000 | (13,000) | (16,000) | 36,000 | |||||
Total other income (expense), net | 39,000 | 730,000 | 727,000 | 31,000 | |||||
Net income (loss) | $ (7,032,000) | $ (3,053,000) | $ (9,896,000) | $ (7,418,000) | |||||
Weighted-average common shares outstanding: | |||||||||
Weighted average shares outstanding, basic | 45,178,576 | 45,156,145 | 45,170,994 | 45,122,446 | |||||
Weighted average shares outstanding, diluted | 45,178,576 | 45,156,145 | 45,170,994 | 45,122,446 | |||||
Net loss per share of common stock: | |||||||||
Basic net income (loss) per ordinary share | $ (0.16) | $ (0.07) | $ (0.22) | $ (0.16) | |||||
Diluted net income (loss) per ordinary share | $ (0.16) | $ (0.07) | $ (0.22) | $ (0.16) | |||||
Kensington Capital Acquisition Corp. IV [Member] | |||||||||
Operating expenses: | |||||||||
General and administrative expenses | $ 1,611,750 | $ 35,924 | $ 10,102 | $ 1,706,154 | |||||
Formation and General and administrative expenses | $ 59,311 | ||||||||
Administrative expenses - related party | 60,000 | 80,000 | |||||||
Loss from operations | (1,671,750) | (35,924) | (10,102) | (1,786,154) | |||||
Other income (expense), net: | |||||||||
Change in fair value of derivative warrant liabilities | 4,290,000 | 4,680,000 | |||||||
Income from investments held in Trust Account | 262,416 | 294,965 | |||||||
Offering costs associated with derivative warrant liabilities | 338 | (563,642) | |||||||
Other income (expense), net | 4,552,754 | 4,411,323 | |||||||
Net income (loss) | $ 2,881,004 | $ (35,924) | $ (10,102) | $ 2,625,169 | $ (59,311) | ||||
Kensington Capital Acquisition Corp. IV [Member] | Common Class A [Member] | |||||||||
Weighted-average common shares outstanding: | |||||||||
Weighted average shares outstanding, basic | 23,000,000 | 15,121,547 | |||||||
Weighted average shares outstanding, diluted | 23,000,000 | 15,121,547 | |||||||
Net loss per share of common stock: | |||||||||
Basic net income (loss) per ordinary share | $ 0.09 | $ 0.11 | |||||||
Diluted net income (loss) per ordinary share | $ 0.09 | $ 0.11 | |||||||
Kensington Capital Acquisition Corp. IV [Member] | Common Class B [Member] | |||||||||
Weighted-average common shares outstanding: | |||||||||
Weighted average shares outstanding, basic | 9,857,142 | 7,582,417 | 8,571,428 | 9,416,732 | 8,571,428 | [1] | |||
Weighted average shares outstanding, diluted | 9,857,142 | 8,719,779 | 9,857,142 | 9,857,142 | 8,571,428 | [1] | |||
Net loss per share of common stock: | |||||||||
Basic net income (loss) per ordinary share | $ 0.09 | $ 0 | $ 0 | $ 0.11 | $ (0.01) | ||||
Diluted net income (loss) per ordinary share | $ 0.09 | $ 0 | $ 0 | $ 0.11 | $ (0.01) | ||||
[1]This number excludes an aggregate of up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) | 9 Months Ended |
Dec. 31, 2021 shares | |
Common Class B [Member] | Kensington Capital Acquisition Corp I V [Member] | |
Shares issued, shares, share-based payment arrangement, forfeited | 1,285,714 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Kensington Capital Acquisition Corp. IV [Member] | Common Class A [Member] Kensington Capital Acquisition Corp. IV [Member] | Common Stock [Member] | Common Stock [Member] Common Class A [Member] Kensington Capital Acquisition Corp. IV [Member] | Common Stock [Member] Common Class B [Member] Kensington Capital Acquisition Corp. IV [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Kensington Capital Acquisition Corp. IV [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Kensington Capital Acquisition Corp. IV [Member] | |
Beginning balance at Dec. 31, 2019 | $ 3,675,000 | $ 1,000 | $ 61,761,000 | $ (58,087,000) | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 45,106,145 | ||||||||||
Contributed capital from Parent | 4,826,000 | 4,826,000 | 0 | ||||||||
Exercise of common stock options (in shares) | 50,000 | ||||||||||
Exercise of common stock options | 4,000 | $ 0 | 4,000 | 0 | |||||||
Stock-based compensation | 42,000 | 42,000 | 0 | ||||||||
Contribution from Parent related to stock-based compensation | 40,000 | 40,000 | 0 | ||||||||
Net income (loss) | (7,418,000) | 0 | (7,418,000) | ||||||||
Ending balance at Dec. 31, 2020 | 1,169,000 | $ 1,000 | 66,673,000 | (65,505,000) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 45,176,145 | ||||||||||
Contributed capital from Parent | 4,995,000 | 4,995,000 | |||||||||
Exercise of common stock options (in shares) | 20,000 | ||||||||||
Exercise of common stock options | 1,000 | 1,000 | |||||||||
Stock-based compensation | 300,000 | 300,000 | |||||||||
Contribution from Parent related to stock-based compensation | 79,000 | 79,000 | |||||||||
Net income (loss) | (3,053,000) | (3,053,000) | |||||||||
Ending balance at Jun. 30, 2021 | 3,491,000 | $ (10,924) | $ 1,000 | $ 0 | $ 986 | 72,048,000 | $ 24,014 | (68,558,000) | $ (35,924) | ||
Ending balance (in shares) at Jun. 30, 2021 | 45,176,145 | 0 | 9,857,142 | ||||||||
Beginning balance at Dec. 31, 2020 | 1,169,000 | $ 1,000 | 66,673,000 | (65,505,000) | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 45,176,145 | ||||||||||
Contributed capital from Parent | 20,111,000 | 20,111,000 | 0 | ||||||||
Exercise of common stock options (in shares) | 20,000 | ||||||||||
Exercise of common stock options | 1,000 | $ 0 | 1,000 | 0 | |||||||
Stock-based compensation | 1,000,000 | 1,000,000 | 0 | ||||||||
Contribution from Parent related to stock-based compensation | 1,473,000 | 1,473,000 | 0 | ||||||||
Net income (loss) | (9,896,000) | 0 | (9,896,000) | ||||||||
Ending balance at Dec. 31, 2021 | 13,858,000 | (34,311) | $ 1,000 | $ 0 | $ 986 | 89,258,000 | 24,014 | 75,401,000 | (59,311) | ||
Ending balance (in shares) at Dec. 31, 2021 | 45,176,145 | 0 | 9,857,142 | ||||||||
Beginning balance at Mar. 18, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Beginning balance (in shares) at Mar. 18, 2021 | 0 | 0 | |||||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 986 | 24,014 | ||||||||
Issuance of Class B ordinary shares to Sponsor, shares | 9,857,142 | ||||||||||
Net income (loss) | (25,822) | (25,822) | |||||||||
Ending balance at Mar. 31, 2021 | (822) | $ 0 | $ 986 | 24,014 | (25,822) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 9,857,142 | |||||||||
Beginning balance at Mar. 18, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Beginning balance (in shares) at Mar. 18, 2021 | 0 | 0 | |||||||||
Net income (loss) | (35,924) | ||||||||||
Ending balance at Jun. 30, 2021 | 3,491,000 | (10,924) | $ 1,000 | $ 0 | $ 986 | 72,048,000 | 24,014 | (68,558,000) | (35,924) | ||
Ending balance (in shares) at Jun. 30, 2021 | 45,176,145 | 0 | 9,857,142 | ||||||||
Beginning balance at Mar. 18, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Beginning balance (in shares) at Mar. 18, 2021 | 0 | 0 | |||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | $ 986 | 24,014 | |||||||
Issuance of Class B ordinary shares to Sponsor, shares | [1] | 9,857,142 | |||||||||
Net income (loss) | (59,311) | (59,311) | |||||||||
Ending balance at Dec. 31, 2021 | 13,858,000 | (34,311) | $ 1,000 | $ 0 | $ 986 | 89,258,000 | 24,014 | 75,401,000 | (59,311) | ||
Ending balance (in shares) at Dec. 31, 2021 | 45,176,145 | 0 | 9,857,142 | ||||||||
Beginning balance at Mar. 31, 2021 | (822) | $ 0 | $ 986 | 24,014 | (25,822) | ||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 9,857,142 | |||||||||
Net income (loss) | (10,102) | (10,102) | |||||||||
Ending balance at Jun. 30, 2021 | 3,491,000 | (10,924) | $ 1,000 | $ 0 | $ 986 | 72,048,000 | 24,014 | (68,558,000) | (35,924) | ||
Ending balance (in shares) at Jun. 30, 2021 | 45,176,145 | 0 | 9,857,142 | ||||||||
Beginning balance at Dec. 31, 2021 | 13,858,000 | (34,311) | $ 1,000 | $ 0 | $ 986 | 89,258,000 | 24,014 | 75,401,000 | (59,311) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 45,176,145 | 0 | 9,857,142 | ||||||||
Excess of cash received over fair value of private placement warrants | 1,440,000 | 1,440,000 | |||||||||
Remeasurement of Class A ordinary shares to redemption amount | (22,186,565) | $ (22,186,565) | (1,464,014) | (20,722,551) | |||||||
Remeasurement of Class A ordinary shares subject to possible redemption amount (reduction of offering cost) | (12,756,565) | ||||||||||
Net income (loss) | (255,835) | (255,835) | |||||||||
Ending balance at Mar. 31, 2022 | (21,036,711) | $ 0 | $ 986 | 0 | (21,037,697) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 9,857,142 | |||||||||
Beginning balance at Dec. 31, 2021 | 13,858,000 | (34,311) | $ 1,000 | $ 0 | $ 986 | 89,258,000 | 24,014 | 75,401,000 | (59,311) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 45,176,145 | 0 | 9,857,142 | ||||||||
Contributed capital from Parent | 505,000 | 505,000 | |||||||||
Cumulative effect adjustment from adoption of ASC 842 | (154,000) | (154,000) | |||||||||
Exercise of common stock options (in shares) | 3,125 | ||||||||||
Exercise of common stock options | 8,000 | 8,000 | |||||||||
Stock-based compensation | 1,100,000 | 1,100,000 | |||||||||
Contribution from Parent related to stock-based compensation | 246,000 | 246,000 | |||||||||
Net income (loss) | (7,032,000) | 2,625,169 | (7,032,000) | ||||||||
Ending balance at Jun. 30, 2022 | 8,532,000 | (18,345,944) | $ 1,000 | $ 0 | $ 986 | 91,117,000 | 0 | (82,586,000) | (18,346,930) | ||
Ending balance (in shares) at Jun. 30, 2022 | 45,179,270 | 0 | 9,857,142 | ||||||||
Beginning balance at Mar. 31, 2022 | (21,036,711) | $ 0 | $ 986 | 0 | (21,037,697) | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 9,857,142 | |||||||||
Remeasurement of Class A ordinary shares subject to possible redemption amount (reduction of offering cost) | 4,662 | 4,662 | 4,662 | ||||||||
Remeasurement of Class A ordinary shares subject to possible redemption amount | (194,899) | $ (194,899) | (194,899) | ||||||||
Net income (loss) | 2,881,004 | 2,881,004 | |||||||||
Ending balance at Jun. 30, 2022 | $ 8,532,000 | $ (18,345,944) | $ 1,000 | $ 0 | $ 986 | $ 91,117,000 | $ 0 | $ (82,586,000) | $ (18,346,930) | ||
Ending balance (in shares) at Jun. 30, 2022 | 45,179,270 | 0 | 9,857,142 | ||||||||
[1]This number excludes an aggregate of up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Deficit (Parenthetical) | 9 Months Ended |
Dec. 31, 2021 shares | |
Common Class B [Member] | Kensington Capital Acquisition Corp. IV [Member] | |
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 1,285,714 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net income (loss) | $ (7,032,000) | $ (3,053,000) | $ (9,896,000) | $ (7,418,000) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation | 724,000 | 627,000 | 1,441,000 | 1,236,000 | |||
Provision for inventory reserve | 74,000 | 84,000 | 75,000 | 58,000 | |||
Stock-based compensation expense | 1,346,000 | 379,000 | 2,473,000 | 82,000 | |||
Non-cash lease expense | 280,000 | 0 | |||||
Loss on write-off of property and equipment | 24,000 | 0 | 158,000 | 0 | |||
Gain on forgiveness of PPP loan | 0 | (743,000) | (743,000) | 0 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (228,000) | (21,000) | 86,000 | (26,000) | |||
Inventories | 97,000 | (16,000) | (58,000) | (135,000) | |||
Prepaid expenses and other current assets | 7,000 | 62,000 | (70,000) | (42,000) | |||
Deferred costs | 207,000 | (563,000) | (1,455,000) | (26,000) | |||
Accounts payable | (94,000) | (1,747,000) | (1,804,000) | 1,840,000 | |||
Accrued liabilities | 160,000 | 35,000 | 489,000 | (684,000) | |||
Deferred revenue | (754,000) | 191,000 | 1,203,000 | 71,000 | |||
Other liabilities, current | (85,000) | 77,000 | 85,000 | 0 | |||
Operating lease liabilities | (218,000) | 0 | |||||
Net cash used in operating activities | (5,492,000) | (4,688,000) | (8,016,000) | (5,044,000) | |||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (194,000) | (258,000) | (609,000) | (527,000) | |||
Net cash used in investing activities | (194,000) | (258,000) | (609,000) | (527,000) | |||
Cash flows from financing activities: | |||||||
Proceeds from exercise of employee stock options | 8,000 | 1,000 | 1,000 | 4,000 | |||
Capital contributions from parent | 505,000 | 4,995,000 | 20,111,000 | 4,826,000 | |||
Proceeds from notes payable | 0 | 743,000 | |||||
Payment of deferred offering costs | (740,000) | 0 | |||||
Net cash provided by financing activities | (227,000) | 4,996,000 | 20,112,000 | 5,573,000 | |||
Net (decrease) increase in cash and cash equivalents | (5,913,000) | 50,000 | 11,487,000 | 2,000 | |||
Cash - beginning of the period | 11,489,000 | 2,000 | 2,000 | 0 | |||
Cash - end of the period | $ 5,576,000 | $ 52,000 | 5,576,000 | 52,000 | $ 11,489,000 | 11,489,000 | 2,000 |
Components of cash and restricted cash: | |||||||
Cash | 5,243,000 | 52,000 | 5,243,000 | 52,000 | 11,489,000 | 11,489,000 | 2,000 |
Restricted Cash | 333,000 | 0 | 333,000 | 0 | |||
Total cash and restricted cash | 5,576,000 | 52,000 | 5,576,000 | 52,000 | 11,489,000 | 11,489,000 | 2,000 |
Supplemental disclosures of cash flow information: | |||||||
Cash paid for income taxes | 0 | 0 | 0 | 0 | |||
Supplemental disclosure of non-cash financing activities: | |||||||
Property and equipment accrued but unpaid | 0 | $ 55,000 | 51,000 | $ 115,000 | |||
Operating lease liabilities and right-of-use assets through adoption of Topic 842 | 3,256,000 | ||||||
Unpaid deferred offering costs | 2,293,000 | ||||||
Kensington Capital Acquisition Corp. IV [Member] | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | 2,881,004 | (35,924) | 2,625,169 | (59,311) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | 25,000 | |||||
Change in fair value of derivative warrant liabilities | (4,290,000) | (4,680,000) | |||||
Offering costs associated with derivative warrant liabilities | (338) | 563,642 | |||||
Income from investments held in Trust Account | (294,899) | ||||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (331,713) | ||||||
Accounts payable | 10,924 | 16,045 | 13,628 | ||||
Accrued liabilities | 1,124,689 | 20,683 | |||||
Net cash used in operating activities | (977,067) | 0 | |||||
Cash flows from investing activities: | |||||||
Cash deposited in Trust Account | (230,000,000) | ||||||
Net cash used in investing activities | (230,000,000) | ||||||
Cash flows from financing activities: | |||||||
Proceeds received from initial public offering, gross | 230,000,000 | ||||||
Proceeds received from private placement | 8,000,000 | ||||||
Offering costs paid | (5,133,695) | ||||||
Proceeds from note payable to related party | 200,000 | ||||||
Payment of deferred offering costs | (122,849) | ||||||
Net cash provided by financing activities | 232,866,305 | 77,151 | |||||
Net (decrease) increase in cash and cash equivalents | 1,889,238 | 77,151 | |||||
Cash - beginning of the period | 77,151 | ||||||
Cash - end of the period | 1,966,389 | 1,966,389 | 77,151 | 77,151 | |||
Components of cash and restricted cash: | |||||||
Cash | 1,966,389 | 1,966,389 | 77,151 | 77,151 | |||
Total cash and restricted cash | $ 1,966,389 | 1,966,389 | 77,151 | $ 77,151 | |||
Supplemental disclosure of non-cash financing activities: | |||||||
Offering costs included in accounts payable | 25,000 | ||||||
Offering costs included in accrued expenses | $ 39,266 | ||||||
Deferred underwriting commissions | 8,050,000 | ||||||
Remeasurement of Class A ordinary shares subject to possible redemption | $ 194,899 | ||||||
Deferred offering costs included in accounts payable | 50,000 | ||||||
Deferred offering costs included in accrued expenses | $ 134,394 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidation | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Kensington Capital Acquisition Corp. IV [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Description of Organization, Business Operations and Liquidation | Note 1. Description of Organization, Business Operations and Liquidation Kensington Capital Acquisition Corp. IV (the “Company”) was incorporated on March 19, 2021, as a Cayman Islands exempted company. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from March 19, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2022. On March 4, 2022, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting fees (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 16,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $0.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.0 million (see Note 4). Each Unit consists of one Class A ordinary share, one Class 1 redeemable warrant (the “Class 1 Warrants”) and one Class 2 redeemable warrant (the “Class 2 Warrants”). Each whole Class 1 and Class 2 Warrant (together, the “Public Warrants”) entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Class 1 Warrants separated and began separately trading on the 52nd day following the date of the final prospectus in connection with the Initial Public Offering, or April 22, 2022. The separation of the Class 1 Warrants resulted in a new unit upon such separation (the “New Unit”), comprising one Public Share and one Class 2 Warrant. That is, on such day, each Unit sold in the Initial Public Offering separated into: (i) one (1) Class 1 Warrant, and (ii) one (1) New Unit consisting of one (1) Class A ordinary share and one (1) Class 2 redeemable warrant. The Public Shares and attached Class 2 Warrants will begin separate trading upon consummation of the initial Business Combination only if the Public Shares are not redeemed by the holder. If the Public Shares are redeemed by the holder, the exercise period of the Class 2 Warrants will terminate upon completion of the initial Business Combination. Upon consummation of the initial Business Combination, for Class 2 Warrants that are not terminated because of redemption, there shall be no distinction between the Class 1 Warrants and the Class 2 Warrants. The Class 2 Warrants that exist post-Business Combination will become exercisable 30 days after the completion of the initial Business Combination, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation of the Company (see Note 7). Upon the closing of the Initial Public Offering and Private Placement, $230.0 million ($10.00 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. If holders of Public Shares redeem their Public Shares prior to the consummation of the initial Business Combination, the Class 2 Warrants attached to such Public Shares will expire. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles”). In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. As such, the Public Shares are classified in temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If a shareholder vote is not required by applicable law or stock exchange rule and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each holder of Public Shares may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination. The Memorandum and Articles provide that a holder of Public Shares, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial shareholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the holders of Public Shares with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2024 (as such period may be extended pursuant to the Memorandum and Articles, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial shareholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to comp lete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Liquidity and Capital Resources As of June 30, 2022, the Company had approximately $2.0 million in cash and working capital of approximately $1.0 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4) and loan proceeds under the Note (as defined in Note 4), which was converted into a Working Capital Loan (as defined in Note 4) on March 4, 2022. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2022, there was $200,000 outstanding principal under the Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Amprius Business Combination On May 11, 2022, the Company (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the closing of the Proposed Transactions (as defined below)), Kensington Capital Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Amprius Technologies, Inc., a Delaware corporation (“Amprius”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into Amprius (the “Merger” and together with the other transactions related thereto, the “Proposed Transactions”), with Amprius surviving the Merger as a wholly owned subsidiary of the Company. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, and other terms relating to the Merger and the other transactions contemplated thereby, are summarized in the Company’s Current Report on Form 8-K | Note 1—Description of Organization, Business Operations and Basis of Presentation Kensington Capital Acquisition Corp. IV (the “Company”) was incorporated on March 19, 2021, as a Cayman Islands exempted company. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from March 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Kensington Capital Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 23,000,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 14,800,000 warrants (or 16,000,000 warrants if the underwriters’ over-allotment option is exercised in full) (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $0.50 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. Each Unit will consist of one Class A ordinary share, one Class 1 redeemable warrant (“Class 1 Warrants”) and one Class 2 redeemable warrant (“Class 2 Warrants”). Each whole Class 1 and Class 2 Warrant (together, the “Public Warrants”) entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will (except for Class 2 Warrants attached to Class A ordinary shares that are redeemed prior to the consummation of the initial Business Combination, which Class 2 warrants will expire upon redemption of such shares) expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds from the sale of the Private Placement Warrants to the Sponsor, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the The Company will provide holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. If the Public Shareholders redeem their Public Shares prior to the consummation of the initial Business Combination, the embedded Class 2 warrants will expire. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share amount to 10-S99), 470-20. ASC 480-10-S99. one-time paid-in If a shareholder vote is not required by applicable law or stock exchange rule and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Memorandum and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination. The Memorandum and Articles will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business per-share If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (as such period may be extended pursuant to the Memorandum and Articles, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The initial shareholders will agree to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of December 31, 2021 the Company had approximately $77,000 in cash and a working capital deficit of approximately $342,000. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital through the Proposed Public Offering. The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. The financial statements do not include any adjustments that might result from its inability to consummate the Proposed Public Offering or its inability to continue as a going concern. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As the Parent has not historically prepared condensed financial statements for the Company, these condensed financial statements have been prepared from the financial records of the Parent on a carve-out carve-out More specifically, the balance sheets include all the Company’s legal assets, those assets provided by the Parent and liabilities incurred by the Parent on behalf of the Company. The Condensed Statements of Operations for each of the six-month Kong-2) Management’s estimate of incremental expenses that would have been incurred on a standalone basis for the six months ended June 30, 2022 and 2021 were a decrease of $16 and an increase of $1,740, respectively, as compared to what is shown in the statements of operations. These expenses consisted of changes in compensation and benefits associated with certain senior executives necessary by the Company to depict the Company on a standalone basis, as compared to what is reflected in the statements of operations. During the periods ended June 30, 2022 and 2021, the Company’s operations were funded by the Parent. The source of financing consisted of proceeds received by the Parent from its issuance of preferred stock. Management believes the expense allocation methodology and results are reasonable and consistently applied for all comparative periods presented. However, these allocations may not be indicative of the actual expenses that would have been incurred by an independent company or of the costs to be incurred in the future. The condensed financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the period presented. The significant accounting policies described below, together with other notes that follow, are an integral part of the condensed financial statements. Unaudited Interim Condensed Financial Statements The accompanying interim condensed balance sheet as of June 30, 2022, the interim condensed statements of operations, the interim condensed statements of stockholders’ equity, and the interim condensed statements of cash flows for the six months ended June 30, 2022 and 2021, are unaudited. The unaudited interim condensed financial statements have been prepared on the same basis as the audited annual condensed financial statements. In management’s opinion, all adjustments made during the periods were normal or recurring in nature and necessary for the fair statement of the Company’s financial position as of June 30, 2022 and its results of operations and cash flows for the six months ended June 30, 2022 and 2021. The financial data and the other financial information disclosed in the notes to these condensed financial statements related to the six-month Emerging Growth Company The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected to not opt out of such extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances; the results of which form the basis for making judgements that are not readily apparent from other sources. Actual results could materially differ from management estimates using different assumptions or under different conditions. Significant accounting estimates made by the Company include the following: useful lives of property and equipment; evaluation of impairment of long-lived assets; valuation of deferred taxes; valuation of inventory; carve-out Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash. Restricted cash is classified as current or non-current During the year ended December 31, 2020, cash was provided to the Company by the Parent on an “as needed” basis by drawing on a cash sweep account maintained by the Parent. Subsequent to January 1, 2021, upon cash contributions from the Parent of $16,200, the Company maintained a balance in its operating cash account to fund operations. Effective May 1, 2022, the Parent assigned to the Company the office lease that covers the facilities that the Company uses in its operations (“Transfer of Lease”). In connection with the Transfer of Lease, the Company deposited cash equivalents of $333 with a commercial bank as collateral against the letter of credit as a form of security for the Company’s facility lease agreement. As of June 30, 2022, the balance of $333 was presented as a noncurrent asset on the condensed balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash as of June 30, 2022 and December 31, 2021 consists of a demand deposit account. Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Accounts receivable mainly consist of amounts due from U.S. government agencies or sponsored entities and large public entities which limits the Company’s credit risk. Through June 30, 2022, the Company has not experienced any credit losses. For the six months ended June 30, 2022, four customers represented 30%, 24%, 16%, and 14% of the Company’s revenues. For the six months ended June 30, 2021, two customers represented 52% and 33% of the Company’s revenues. As of June 30, 2022, two customers represented 55% and 19% of the Company’s accounts receivable balance. As of December 31, 2021, five customers represented 25%, 19%, 19%, 18%, and 15% of the Company’s accounts receivable balance. Segment Reporting The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on an aggregate basis for the purposes of assessing the Company’s performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single operating and reportable segment. All of the Company’s revenues are geographically earned in the United States and the Company’s property and equipment are located in the United States. Warranty Liability The Company warrants that the batteries sold to customers will meet the published or agreed upon specification upon receipt. Batteries that do not meet specification are replaced at no charge to the customer. Based on the experience of historical claims and no pending claims and returns of which the Company is aware, the Company had not recorded a warranty liability as of June 30, 2022 or December 31, 2021. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers Deferred Costs Capitalization of certain costs are recognized as an asset when the costs relate directly to a customer contract, generate or enhance resources of the Company that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenues in the period when the related revenue is recognized, except when such costs incurred are in excess of the amount expected to be recoverable, in which case they are expensed as incurred into cost of revenues. The recoverable amount equals to the amount of consideration that the entity expects to receive in the future and that the entity has received but has not recognized as revenue, in exchange for the goods or services to which the asset relates, less the costs that relate directly to providing those goods or services and that have not been recognized as expenses. Cost of Revenues Cost of revenues include materials, direct labor, allocated depreciation expense, and other direct and indirect costs related to revenue contracts. The costs are recognized as and when incurred during the period revenue is recognized. Stock-Based Compensation Prior to the formation and incorporation of the Company, qualified employees, directors, and contract workers participated in the Parent’s equity incentive plan, including stock option awards. For those employees, directors and contract workers who were transferred to the Company or continued to provide services to the Company and previously received awards under the Parent’s incentive plan, costs of those awards are recorded as stock-based compensation with a corresponding contribution from the Parent based on the grant date fair value of the awards. After incorporation, the Company established its new equity incentive plan separate from the original equity incentive plan from the Parent. Certain qualified employees, directors and contract workers of the Parent have received stock option awards of the Company. The cost of the stock-based compensation of these awards was recorded by the Company. The Company measures stock-based compensation expense for all stock-based payment awards based on the estimated fair value of the awards on the date of grant. The fair value of each employee stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recognizes compensation costs for all employee stock-based compensation awards on a straight-line basis over the period from the date of the grant to the date the award is fully vested. The Company has elected to account for forfeitures as they occur. The Company estimates the fair value of stock options granted using the Black Scholes option-pricing model. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend To the extent that future evidence regarding these variables is available and provides estimates that the Company determines are more indicative of actual trends, the Company may refine or change its approach to derive these input estimates. These changes could significantly impact the stock-based compensation expense recorded in the future. Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases 2017-13, ASU 2018-10, ASU 2018-11, 2018-20 2019-01 right-of-use The Company accounts for its leases under ASC 842, Leases a right-of-use asset the right-of-use asset the right-of-use asset In calculating the right-of-use asset non-lease The Company has a single lease of a real estate asset, which includes administrative and sales offices, research and development space, manufacturing and a clean room. This lease also requires the Company to pay maintenance, utilities, taxes, insurance, and other operating expenses associated with the leased space. The Company elected the transition package of three practical expedients which allow companies not to reassess whether agreements contain leases, the classification of leases, and the capitalization of initial direct costs. As a result of the adoption of the new lease accounting guidance, the lease remained classified as an operating lease, and the Company recognized the following under the new guidance on January 1, 2022: • Operating lease liabilities of $3,256, which represents the present value of the remaining lease payments, as of the date of adoption, discounted using the Company’s incremental borrowing rate of 7.9%. • Operating lease ROU assets of $3,059, which represents the operating lease liabilities of $3,256, adjusted for deferred rent of $240 and prepaid rent of $43. • The adoption of the new lease accounting standard impacted the Company’s accumulated deficit by $154. In November 2021, the FASB issued ASU 2021-10, Government Assistance Disclosures by Business Entities About Government Assistance Accounting Pronouncements Not Yet Effective In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses Targeted Transition Relief 2019-10”), 2016-13. ASU 2019-10 825-10 instrument-by-instrument ASU 2019-10 2019-10 disclosures. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As the Parent has not historically prepared financial statements for the Company, these financial statements have been prepared from the financial records of the Parent on a carve-out More specifically, the balance sheets include all the Company’s legal assets, those assets provided by the Parent and liabilities incurred by the Parent on behalf of the Company. The statements of operations for each of the years ended December 30, 2021 and 2020, reflect all expenses and activities directly attributable to the Company, as well as an allocation of the Parent’s general and administrative expenses. The Company did not share facilities or costs with the other three operating subsidiaries with the exception of expenses at Parent for the payroll related expenses for two executive employees of Parent and other legal, tax, insurance and accounting fees which were not identifiable as related to a specific subsidiary (“Shared Expenses”). The Parent executives supported the subsidiary group with governance, management, and investor relations. The Shared Expenses were allocated to the Company based on the time incurred by the Parent executives to support each subsidiary as the level of effort required was not correlated to the level of activity at each subsidiary, revenue, or other financial operating metrics for the subsidiaries. Management’s estimate of incremental expenses that would have been incurred on a standalone basis for the year ended December 31, 2021 and 2020 were approximately $3,479 and $895, respectively. These expenses consisted of incremental compensation and benefits associated with certain senior executives necessary to depict the Company on a standalone basis. During the years ended December 30, 2021 and 2020, the Company’s operations were funded by the Parent. The source of financing consisted of proceeds received by the Parent from its issuance of preferred stock. Management believes the expense allocation methodology and results are reasonable and consistently applied for all comparative periods presented. However, these allocations may not be indicative of the actual expenses that would have been incurred by an independent company or of the costs to be incurred in the future. The financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the period presented. The significant accounting policies described below, together with other notes that follow, are an integral part of the financial statements. Emerging Growth Company The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the Jumpstart Our Business Startups (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances; the results of which form the basis for making judgements that are not readily apparent from other sources. Actual results could materially differ from management estimates using different assumptions or under different conditions. Significant accounting estimates made by the Company include the following useful lives of property and equipment; evaluation of impairment of long-lived assets; valuation of deferred taxes; valuation of inventory; carve-out Fair Value of Financial Instruments The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 - Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. There were no financial assets or financial liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. Cash The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash and cash equivalents. During the year ended December 31, 2020, cash was provided to the Company by the Parent on a “as needed” basis by drawing on a cash sweep account maintained by the Parent. Subsequent to January 1, 2021, upon cash contributions from the Parent of $16,200, the Company maintained a balance in its operating cash account to fund operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and account receivables. The Company’s cash as of December 31, 2021 consists of a demand deposit account. Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250. As of December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Accounts receivable mainly consist of amounts due from U.S. government agencies or sponsored entities and large public entities, which limits the Company’s credit risk. Through December 31, 2021, the Company has not experienced any credit losses. For the year ended December 31, 2021, two customers represented 56%, and 24% of the Company’s revenues. For the year ended December 31, 2020, three customers represented 49%, 36% and 10% of the Company’s revenues. As of the year ended December 31, 2021, five customers accounted for 25%, 19%, 19%, 18%, and 15% of the Company’s accounts receivable balance. As of December 31, 2020, two customers accounted for 86% and 14% of the Company’s accounts receivable balance. Segment Reporting The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on an aggregate basis for the purposes of assessing the Company’s performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single operating and reportable segment. All of the Company’s revenues are geographically earned in the United States and the Company’s property and equipment are located in the United States. Accounts Receivable Accounts receivable is recorded at the invoiced amount less any estimated allowances for doubtful accounts. These allowances are based on the Company’s assessment of the collectability of accounts by considering the age of each outstanding invoice and the collection history of each customer, and an evaluation of the potential risk of loss associated with delinquent accounts. Payment terms and conditions vary by contract type, although the Company’s terms generally include a requirement of payment within 30 to 60 days. Accounts receivable balances deemed to be uncollectible are written off against previously established allowances. The Company does not accrue interest on past due balances and requires no collateral. Through December 31, 2021, the Company has not experienced any credit losses from accounts receivable. The Company had no allowance for doubtful accounts as of December 31, 2021 and 2020. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out work-in-process All products are built to customer orders, as such finish goods are valued no higher than the sale price less selling costs of the customer order. Work-in-process work-in-process The Company recorded a reduction to the value of inventories to cost of revenue of $75 and $58 during the years ended December 31, 2021 and 2020, respectively. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. These assets are depreciated on a straight-line basis over their estimated useful lives. The useful lives of the property and equipment are as follow: Pilot production equipment 4-7 Lab equipment 4 years Computers and software 4 years Furniture and fixtures 5 years Leasehold improvements Lesser of their useful lives or the term of the lease Certain custom assets are recorded as construction in progress as they are being constructed. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Maintenance and repairs are charged to operations as incurred. Impairment of Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when indicators of impairment exist. The carrying value of a long-lived asset to be held and used is considered impaired when the estimated separately identifiable undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No impairment charges were recorded for the years ended December 31, 2021 and 2020. Warranty Liability The Company warrants the batteries sold to customers will meet the published or agreed upon specification upon receipt. Batteries that do not meet specification are replaced at no charge to the customer. Based on the experience of historical claims and no pending claims and returns of which the Company is aware, the Company had not recorded a warranty liability as of December 31, 2021 or 2020. Loss Contingencies In the normal course of business, the Company may be involved in claims and legal proceedings. The Company records a liability for such matters when it is probable that a loss has been incurred and the amounts can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. Legal costs associated with these loss contingencies are expensed as incurred. Deferred Costs Capitalization of certain costs are recognized as an asset when the costs relate directly to a customer contract, generate or enhance resources of the Company that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenues in the period when the related revenue is recognized, except when such costs incurred are in excess of the amount expected to be recoverable, in which case they are expensed as incurred into cost of revenues. The recoverable amount equals the amount of consideration that the entity expects to receive in the future and that the entity has received but has not recognized as revenue, in exchange for the goods or services to which the asset relates, less the costs that relate directly to providing those goods or services and that have not been recognized as expenses. Cost of Revenues Cost of revenues include materials, direct labor, allocated depreciation expense, and other direct and indirect costs related to revenue contracts. The costs are recognized as and when incurred during the period revenue is recognized. Research and Development Costs Research and development (“R&D”) costs mainly consist of salaries and benefits, including stock-based compensation expense and other related personnel costs, depreciation, contract services, materials and supplies, other expenses from outside contractors and suppliers plus an allocation of indirect costs. These costs relate to the conceptual formulation and design of preproduction experimental prototypes and models, including the cost of equipment and material for which there is no alternative future use. The Company capitalizes equipment related to its pilot line used in R&D as it determined that the equipment has alternative future uses in future R&D projects. R&D cost are expensed as incurred. Advertising Costs Advertising costs were $44 and $10 for the years ended December 31, 2021 and 2020, respectively, and have been expensed as incurred as selling, general and administrative expense within the statements of operations. Stock-Based Compensation Prior to the formation and incorporation of the Company, qualified employees, directors, and contract workers participated in the Parent’s equity incentive plan, including stock option awards. For those employees, directors and contract workers who were transferred to the Company or continued to provide services to the Company and received awards under the Parent’s incentive plan; costs of those awards are recorded as stock-based compensation with a corresponding contribution from the Parent based on the grant date fair value of the awards. After incorporation, the Company established its new equity incentive plan separate from the original equity incentive plan from the Parent. Certain qualified employees, directors and contract workers of the Parent have received stock option awards of the Company. The cost of the stock-based compensation of these awards was recorded by the Company. The Company measures stock-based compensation expense for all stock-based payment awards based on the estimated fair value of the awards on the date of grant. The fair value of each employee stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recognizes compensation costs for all employee stock-based compensation awards on a straight-line basis over the period from the date of hire or of the grant to the date the award is fully vested. The Company has elected to account for forfeitures as they occur. The Company estimates the fair value of stock options granted using the Black Scholes option-pricing model. Expected Term Expected Volatility— Risk-Free Interest Rate— Expected Dividend— To the extent that future evidence regarding these variables is available and provides estimates that the Company determines are more indicative of actual trends, the Company may refine or change its approach to derive these input estimates. These changes could significantly impact the stock-based compensation expense recorded in the future. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Income taxes in the Company’s financial statements have been allocated in a manner that is systematic, rational, and consistent. The Company’s operations have historically been included in the Parent’s combined U.S. income tax returns. Income tax expense included in the financial statements has been calculated following the separate return method, as if the Company was a stand-alone enterprise and a separate taxpayer for the periods presented. As a result, actual tax transactions included in the consolidated financial statements of the Parent may not be included in these financial statements. Further, the Company’s tax results may not be reflective of the results that the Company expects to generate in the future. The tax treatment of certain items reflected in the financial statements may not be reflected in the consolidated financial statements and tax returns of the Parent. It is conceivable that items such as net operating losses, other deferred taxes, uncertain tax positions and valuation allowances may exist in the financial statements that may not exist in these financial statements. Since the Company’s results are included in the Parent’s historical tax returns, payments to certain tax authorities are made by the Parent, and not by the Company. For tax jurisdictions where the Company is included with the Parent in a consolidated tax filing, the Company does not maintain taxes payable to or from the Parent and the payments are deemed to be settled immediately with the legal entities paying the tax in the respective tax jurisdictions through changes in the Parent company contributions. Concurrently with the execution of the Business Combination Agreement, the Company and the Parent entered into the Tax Sharing Agreement. The Tax Sharing Agreement generally provides that, with respect to any U.S. federal consolidated group of which the Parent and the Company are members, the Parent will be responsible for and will indemnify the Company for the tax liability of such group. In addition, the Parent will be responsible for and will indemnify the Company for state taxes of any consolidated, combined or unitary tax group for state tax purposes that includes the Parent and the Company. The Tax Sharing Agreement also provides that the Parent will generally control any tax returns and any tax audits or other proceedings for the taxes addressed by the Tax Sharing Agreement. The Tax Sharing Agreement terminates on the termination of the Business Combination Agreement. The Company does not expect the Tax Sharing Agreement to have a material impact on the results of the Company’s operations on a go-forward The Company follows the asset and liability method of accounting for income taxes. Deferred tax balances are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for temporary differences that arise from net operating losses and 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 balances of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Net Loss Per Share Basic net loss per share is computed using the weighted-average number of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive shares consist of shares issuable upon the exercise of stock options. These have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. The basic and diluted loss per share are therefore the same. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02 , Leases Topic 842 2017-13, ASU 2018-10, 2018-11, 2018-20 2019-01 right-of-use January 1, 2022, with a cumulative impact to accumulative deficit of $154. The ROU assets will be adjusted per Topic 842 transition guidance for the existing deferred rent balance. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Targeted Transition Relief 2019-10”), 2016-13. ASU 2019-10 825-10 instrument-by-instrument ASU 2019-10 2019-10 In October 2021, the FASB issued ASU 2021-07, Compensation—Stock Compensation (Topic 718): Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards (“ASU 2021-07”). ASU 2021-07 | |
Kensington Capital Acquisition Corp. IV [Member] | |||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 . As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including units and issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed non- The Class 1 Warrants and Private Placement Warrants were recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period, with changes in fair value recognized in earnings, until exercised or expiration. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The fair value of the Class 1 Warrants issued in connection with the Initial Public Offering were initially estimated using a Monte Carlo simulation model. For periods where no observable traded price is available, the fair value continues to be estimated using a Monte Carlo simulation. The fair value of the Private Placement Warrants is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current Working Capital Loan-Related Party The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings and losses. When an embedded derivative is bifurcated, the initial fair value of the embedded derivative generally creates a discount to the loan host instrument, which is subsequently amortized to interest expense over the life of the debt. Any bifurcated embedded derivative is presented combined with the loan host instrument in the accompanying condensed balance sheets. Working Capital Loans (as defined in Note 4) may be converted into warrants of the post Business Combination entity at a price of $0.50 per warrant, at the option of the holder. The warrants obtained from conversion will be identical to the Private Placement Warrants. The embedded conversion option is not clearly and closely related to the debt host instrument and was bifurcated from the loan host instrument, with a de minimis value, and classified on a combined basis with the loan host instrument in Working Capital Loan—related party in the accompanying condensed balance sheets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 1, all of the 23,000,000 Class A ordinary shares sold as parts of the Units in the Initial Public Offering (or Public Shares) contain a redemption feature. In accordance with the ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Public Shares as temporary equity. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the Public Shares to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of the redeemable Public Shares resulted in charges against additional paid-in As of June 30, 2022 and March 31, 2022, the carrying values of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Fair value of Public Warrants at issuance (9,430,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (12,756,565 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 22,186,565 Class A ordinary shares subject to possible redemption, March 31, 2022 230,000,000 Less: Remeasurement of Class A ordinary shares subject to possible redemption amount (reduction of offering costs) (4,662 ) Plus: Reduction of offering costs allocated to Class A ordinary shares subject to possible redemption 4,662 Remeasurement of Class A ordinary shares subject to possible redemption amount 194,899 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 230,194,899 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 or 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 62,000,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Though the contingency was satisfied, the Company had net income (loss) for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from March 19, 2021 (inception) through June 30, 2021. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Period From For The Three Months Ended June 30 For The Six Months Ended 2022 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss), basic $ 2,016,703 $ 864,301 $ (10,102 ) $ 1,617,743 $ 1,007,426 $ (35,924 ) Allocation of net income (loss), diluted $ 2,016,703 $ 864,301 $ (10,102 ) $ 1,589,219 $ 1,035,950 $ (35,924 ) Denominator: Basic weighted average ordinary shares outstanding 23,000,000 9,857,142 8,571,428 15,121,547 9,416,732 7,582,417 Diluted weighted average ordinary shares outstanding 23,000,000 9,857,142 9,857,142 15,121,547 9,857,142 8,719,779 Basic net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.00 ) $ 0.11 $ 0.11 $ (0.00 ) Diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.00 ) $ 0.11 $ 0.11 $ (0.00 ) Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. | Note 2—Summary of Significant Accounting Policies Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including units comprising shares and warrants, issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed non-current Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering. Upon completion of the Proposed Public Offering, offering costs will be allocated to the separable financial instruments issued in the Proposed Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities will be charged to operations. Offering costs associated with the Class A ordinary shares will be charged to the carrying value of temporary equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,285,714 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 4). As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Recognition | 3. REVENUE RECOGNITION The Company recognizes revenue in accordance with ASC 606. ASC 606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. Revenue is recognized when control of a product or service is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised products or services. Overall The Company generates revenue from both its arrangements for customization design services for the development of silicon-anode lithium-ion The customization design services generally provide design and development efforts to configure the Company’s existing battery technology towards a customer’s required specifications, including the delivery of the prototypes. The development and delivery of these battery prototypes is a single performance obligation as the individual customization activities performed through delivery of the prototype batteries are not distinct. Revenue is recognized at the point in time when control transfers to the customer upon final delivery of prototype batteries or completion of the defined service. The Company recognizes revenue from follow-on To achieve the core principle of revenue recognition, the Company applies the following steps: 1. Identify the Contract with the Customer A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations. The Company generally enters into fixed-price agreements with its customers which outline the terms of the business relationship between the customer and the Company. Additionally, the Company may receive purchase orders from customers or enter into statements of work that indicate pricing, performance and delivery obligations, progress payments (if any) and the timing for each transaction. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. At contract inception, the Company also evaluates prior incomplete contracts to determine whether the contract with the customer should be combined and accounted for as a single contract with any prior contract. 2. Identify the Performance Obligations in the Contract The promises within each contract for customization design services may vary depending on the customer requirements, however, those contracts contain promises which generally include (a) custom battery design to conform with customer’s requirements, (b) design progress reporting, (c) development of preliminary batteries, (d) testing of battery design and performance, and (e) delivery of final battery prototypes that meet pre-defined Contracts for standard batteries for commercial sales are generally ready-made with no customization. Within these contracts, each battery is a distinct performance obligation. 3. Determine the Transaction Price Payment terms for the Company’s development contracts are generally based on the achievement of defined milestones. Since revenue is generally recognized at the point in time when control transfers to the customer upon final delivery of prototype battery or completion of the service at the end of the contract as discussed below in Step 5 - Recognize revenue when, or as, a performance obligation is satisfied, the variable consideration is not considered to be constrained at the inception of the contract and the transaction price equals the cumulative payments to which the Company is entitled to at the end of the contract. The Company elected to use the practical expedient to disregard the effect of the time value of money in a significant financing component when its payment terms are less than one year. In cases when there is a period of more than one year, the Company only adjusts the transaction price when the financing component is significant and beyond the mitigating effect of the progress payments. 4. Allocate the Transaction Price to the Performance Obligations in the Contract The transaction price is allocated to the performance obligations. The Company’s revenue contracts contain a single performance obligation; therefore, allocation is not necessary. 5. Recognize Revenue When, or as, a Performance Obligation is Satisfied Under the Company’s customized design services arrangements, control generally transfers upon the completion of the battery design and delivery of the final prototype batteries. For follow-on “bill-and-hold” products ordered through the agreement transfers to the customer when the product is ready for delivery, the customer has requested this arrangement and the batteries are specific to the customer’s order. In these “bill-and-hold” Sales and Transaction Taxes Sales and other taxes collected from customers and remitted to governmental authorities on revenue producing transactions are reported on a net basis and are therefore excluded from revenue in the Statements of Operations. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities). Contract assets primarily relate to the rights to consideration for progress on contractual requirements performed but not billed at the reporting date. The contract assets are transferred to accounts receivable when the rights become unconditional. As of June 30, 2022 and December 31, 2021, the Company did not have contract assets recorded. Accounts receivable is the Company’s right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. As of June 30, 2022 and December 31, 2021, the accounts receivable balances were $490 and $262, respectively. Contract liabilities primarily consist of deferred revenue. Deferred revenue is the amount invoiced as progress payments in advance of revenue recognition; and is recognized as revenue when the recognition criteria are met. The Company’s contracts generally permit invoicing based on pre-defined Deferred revenue is classified as long term when the performance obligation is to be satisfied more than twelve months following the balance sheet date. As of June 30, 2022 and December 31, 2021, $404 and $501 of the total deferred revenue balance was considered long-term, respectively. As of June 30, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was $3,331. Given the applicable contract terms, $1,650 is expected to be recognized as revenue within one year and $1,681 is expected to be recognized between two to five years. This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations, all of which are recognized at a point in time, is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications. For the six months ended June 30, 2022 and 2021, $329 and $400 was recognized under bill-and-hold The following table reflects the changes in the Company’s contract liabilities, which is classified as deferred revenue: June 30, December 31, Deferred revenue, beginning of period $ 2,864 $ 1,661 Unconditional rights to invoice but not yet recognized 671 1,770 Revenue recognized from prior period deferred (1,425 ) (567 ) Deferred revenue, end of period $ 2,110 $ 2,864 Deferred Costs Capitalization of certain costs are recognized as an asset when the costs relate directly to a customer contract, generate or enhance resources of the Company that will be used in satisfying future performance obligations, and are expected to be recovered. Judgement is applied to determine the eligibility of these costs. If these three criteria are not met, the costs are expensed in the period incurred. These costs primarily consist of direct labor, cathode and electrolyte materials, freight and other deferred fulfillment costs eligible for capitalization related to the Company’s customized design service revenue. These costs are recognized when the related revenue is recognized, which is at the completion of the customized design services and delivery of the prototype batteries. At the end of the reporting period, the Company evaluates its deferred costs for impairment. The Company recognizes impairment of deferred costs when it is determined that the costs are no longer recoverable. During the six months ended June 30, 2022 and 2021, $1,252 and $211, respectively, of deferred costs were recognized as costs of revenue in the statements of operations. Deferred cost balances were $1,703 and $1,910 as of June 30, 2022 and December 31, 2021, respectively. During the periods ended June 30, 2022 and 2021, cost of revenues also included costs incurred on certain customized design service contracts that were in excess of the amount expected to be recovered. | 3. REVENUE RECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue Recognition, (“ASC 606”), which outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. Revenue is recognized when control of a product or service is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised products or services. Overall The Company generates revenue from both its arrangements for customization design services for the development of silicon-anode lithium-ion The customization design services generally provide design and development efforts to configure the Company’s existing battery technology towards a customer’s required specifications, including the delivery of prototypes. The development and delivery of these battery prototypes is a single performance obligation as the individual customization activities performed through delivery of the prototype batteries are not distinct. Revenue is recognized at the point in time when control transfers to the customer, upon final delivery of prototype batteries or completion of the defined service. The Company recognizes revenue from follow-on To achieve the core principle of revenue recognition, the Company applies the following steps: 1. Identify the Contract with the Customer A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations. The Company generally enters into fixed-price agreements with its customers which outline the terms of the business relationship between the customer and the Company. Additionally, the Company may receive purchase orders from customers or enter into statements of work that indicate pricing, performance and delivery obligations, progress payments (if any) and the timing for each transaction. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. At contract inception, the Company also evaluates prior incomplete contracts to determine whether the contract with the customer should be combined and accounted for as a single contract with any prior contract. 2. Identify the Performance Obligations in the Contract The promises within each contract for customization design services may vary depending on the customer requirements, however, those contracts contain promises which generally include (a) custom battery design to conform with customer’s requirements, (b) design progress reporting, (c) development of preliminary batteries, (d) testing of battery design and performance, and (e) delivery of final battery prototypes that meet pre-defined Contracts for standard batteries for commercial sales are generally ready-made with no customization. Within these contracts, each battery is a distinct performance obligation. 3. Determine the Transaction Price Payment terms for the Company’s development contracts are generally based on the achievement of defined milestones. Since revenue is generally recognized at the point in time when control transfers to the customer upon final delivery of prototype battery or completion of the service at the end of the contract (as discussed below in Step 5 - Recognize revenue when, or as, a performance obligation is satisfied), the variable consideration is not considered to be constrained at the inception of the contract and the transaction price equals the cumulative payments to which the Company is entitled to at the end of the contract. The Company elected to use the practical expedient to disregard the effect of the time value of money in a significant financing component when its payment terms are less than one year. In cases when there is a period of more than one year, the Company only adjusts the transaction price when the financing component is significant and beyond the mitigating effect of the progress payments. 4. Allocate the Transaction Price to the Performance Obligations in the Contract The transaction price is allocated to the performance obligations. The Company’s revenue contracts generally contain a single performance obligation; therefore, allocation is not necessary. 5. Recognize Revenue When, or as, a Performance Obligation is Satisfied Under the Company’s customized design services arrangements, control generally transfers upon the completion of the battery design and delivery of the final prototype batteries. For follow-on “bill-and-hold” “bill-and-hold” Sales and Transaction Taxes Sales and other taxes collected from customers and remitted to governmental authorities on revenue producing transactions are reported on a net basis and are therefore excluded from revenue in the statements of operations. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities). Contract assets primarily relate to the rights to consideration for progress on contractual requirements performed but not billed at the reporting date. The contract assets are transferred to accounts receivable when the rights become unconditional. As of December 31, 2021 and 2020, the Company did not have contract assets recorded. Accounts receivable is the Company’s right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. As of December 31, 2021 and 2020, the accounts receivable balance was $262 and $348, respectively. Contract liabilities primarily consist of deferred revenue. Deferred revenue is the amount invoiced as progress payments in advance of revenue recognition; and is recognized as revenue when the recognition criteria are met. The Company’s contracts generally permit invoicing based on pre-defined Deferred revenue is classified as long term when the performance obligation is estimated to be satisfied more than twelve months following the balance sheet date. As of December 31, 2021 and 2020, $501 and $1,545 of the total deferred revenue balance was considered long-term, respectively. As of December 31, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was $4,321. Given the applicable contract terms, $3,277 is expected to be recognized as revenue within one year and $1,044 is expected to be recognized between two to five years. This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications. For the years ended December 31, 2021 and 2020, revenue recognized for the performance obligation of customized design services was $1,621 and $3,956, respectively. For the years ended December 31, 2021 and 2020, revenue recognized for performance obligation of battery shipments was $1,151 and $723, respectively. For the years ended December 31, 2021 and 2020, revenue recognized under bill-and-hold arrangements The following table reflects the changes in the Company’s contract liabilities, which is classified as deferred revenue, as of December 31: 2021 2020 Deferred revenue, beginning of period $ 1,661 $ 1,591 Unconditional rights to invoice but not yet 1,770 1,076 Revenue recognized from prior period deferred (567 ) (1,006 ) Deferred revenue, end of period $ 2,864 $ 1,661 Deferred Costs Capitalization of certain costs are recognized as an asset when the costs relate directly to a customer contract, generate or enhance resources of the Company that will be used in satisfying future performance obligations, and are expected to be recovered. Judgement is applied to determine the eligibility of these costs. If the criteria for capitalization above are not met, the costs are expensed in the period incurred. These costs primarily consist of direct labor, cathode and electrolyte materials, freight and other deferred fulfillment costs eligible for capitalization related to the Company’s customized design service revenue. These costs are recognized when the related revenue is recognized, which is at the completion of the customized design services and delivery of the prototype batteries. At the end of the reporting period, the Company evaluates its deferred costs for impairment. The Company recognizes impairment of deferred costs when it is determined that the costs are no longer recoverable. Deferred costs of $238 and $429 were recognized as costs of revenue in the statements of operations for the years ended December 31, 2021 and 2020, respectively. Deferred costs were $1,910 and $455 as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, cost of revenues also includes costs incurred on certain customized design service contracts that were in excess of the amount expected to be recovered. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Kensington Capital Acquisition Corp I V [Member] | ||
Initial Public Offering | Note 3. Initial Public Offering On March 4, 2022, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting fees. Each Unit consists of one Class A ordinary share, one Class 1 Warrant and one Class 2 Warrant. Each whole Class 1 and Class 2 Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). The warrants will become exercisable 30 days after the completion of the initial Business Combination and will (except for Class 2 Warrants attached to Class A ordinary shares that are redeemed prior to the consummation of the initial Business Combination, which Class 2 warrants will expire upon redemption of such shares) expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. As a result, if a holder of Public Shares redeems such Public Shares prior to the consummation of the initial Business Combination, the Class 2 Warrants attached to such Public Shares will expire. The Class 1 and Class 2 Warrants have similar terms, except that the Class 1 Warrants separated and began separately trading on the 52nd day following the date of the effective date of the prospectus in connection with the Initial Public Offering, or April 22, 2022. The New Units resulting from such separation (each such New Unit consisting of one Class A ordinary share and one Class 2 Warrant) will not separate into Class A ordinary shares and redeemable warrants until consummation of the initial Business Combination. | Note 3—Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 20,000,000 units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, one Class 1 Warrant and one Class 2 Warrant. Each whole Class 1 and Class 2 Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will (except for Class 2 Warrants attached to Class A ordinary shares that are redeemed prior to the consummation of the initial Business Combination, which Class 2 warrants will expire upon redemption of such shares) expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. As a result, if the Public Shareholders redeem their Public Shares prior to the consummation of the initial Business Combination, the embedded Class 2 warrants will expire. The Class 1 and Class 2 Warrant will have similar terms, except that the Class 1 Warrants will separate and begin separate trading on the 52nd day following the date of the effective date of the prospectus in connection with the Proposed Public Offering (or, if such date is not a business day, the following business day), unless UBS Securities LLC informs the Company of its decision to allow earlier separate trading, subject to the Company’s filing a Current Report on Form 8-K The Company will grant the underwriters a 45-day option from The Sponsor has expressed an interest to purchase an aggregate of $32,675,000 of the Units in the Proposed Public Offering at the offering price. However, this expression of interest is not a binding agreement or commitment to purchase, and the Sponsor may determine to purchase more, fewer or no Units in the Proposed Public Offering. In addition, the underwriters may determine to sell more, fewer or no Units to the Sponsor. |
Inventory
Inventory | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | 4. INVENTORY Inventory balances were comprised of the following: June 30, December 31, Raw materials $ 154 $ 231 Work in process 78 14 Finished goods 97 255 $ 329 $ 500 The Company recorded a reduction in the value of inventories to cost of revenues of $74 and $84 for the six months ended June 30, 2022 and 2021, respectively. | 4. INVENTORY Inventory balances were comprised of the following as of December 31: 2021 2020 Raw material $ 231 $ 245 Work in process 14 23 Finished goods 255 249 $ 500 $ 517 The Company recorded a reduction in the value of inventories to cost of revenue of $75 and $58 for the years ended December 31, 2021 and 2020, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: June 30, December 31, Pilot production equipment $ 4,186 $ 4,041 Lab equipment 2,292 2,287 Leasehold improvements 3,439 3,439 Computers and software 21 157 Furniture and fixtures 85 85 Vehicles 89 — 10,112 10,009 Less: accumulated depreciation and amortization (6,460 ) (5,799 ) Property and equipment, net $ 3,652 $ 4,210 Depreciation expense related to property and equipment was $724 and $627 for the six months ended June 30, 2022 and 2021, respectively. | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following as of December 31: 2021 2020 Pilot production equipment $ 4,041 $ 2,178 Lab equipment 2,287 2,313 Leasehold improvements 3,439 3,437 Construction in progress — 1,550 Computers and software 157 152 Furniture and fixtures 85 85 10,009 9,715 Less: accumulated depreciation and amortization (5,799 ) (4,464 ) Total property and equipment, net $ 4,210 $ 5,251 Construction in progress is primarily comprised of the construction of new production pilot equipment. The construction was complete in the third quarter of the year ended December 31, 2021 and assets amounting to $1,865 were placed in service. Depreciation expense related to property and equipment was $ 1,441 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Accrued Liabilities | 6. ACCRUED LIABILITIES Accrued liabilities consisted of the following: June 30, December 31, Payroll accruals $ 1,036 $ 1,066 Offering costs 534 — Accrued professional fees 221 18 Accrued expenses 70 45 Deferred rent — 87 Other accrued liabilities 46 78 $ 1,907 $ 1,294 | 6. ACCRUED LIABILITIES Accrued liabilities consisted of the following as of December 31: 2021 2020 Payroll accrued $ 1,066 $ 420 Accrued expenses 63 247 Deferred rent 87 87 Other accrued liabilities 78 51 $ 1,294 $ 805 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. NOTES PAYABLE During May 2020, the Company received a loan pursuant to the Paycheck Protection Program (“PPP”), a program implemented by the U.S. Small Business Administration (“SBA”) under the CARES Act, from a qualified lender, for an aggregate principal amount of $738 (the “PPP loan”). The PPP loan bore interest at a fixed rate of 1.0% per annum, with the first six months of interest deferred, payable monthly commencing November 2020 upon request from the lender. On June 30, 2021, the Company received a notification from its bank that the SBA approved the Company’s PPP loan forgiveness application, effective June 29, 2021, for the entire unpaid PPP loan balance of $738 and unpaid accrued interest of $5. As a result, the Company recorded a $743 gain on forgiveness of the PPP loan as part of the other income in its statement of operations for the year ended December 31, 2021. |
Nature of Operations
Nature of Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Operations | 1. NATURE OF OPERATIONS Nature of Operations Amprius Technologies, Inc. (the “Company”) has developed and, since 2018, been in commercial production of an ultra-high energy density lithium-ion co-located The Company believes its core technology, the silicon nanowire anode for lithium-ion lithium-ion Liquidity and Capital Resources The Company has an accumulated deficit of $75,401, as of December 31, 2021, which represents the carved-out On May 12, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Kensington Capital Acquisition Corp. IV (“Kensington”) and Kensington Capital Merger Sub Corp., pursuant to which, among other things, Kensington Capital Merger Sub Corp. (‘Merger Sub”) will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Kensington (the “Business Combination” or the “Merger”) (see Note 14). Kensington expects to use the available cash following the closing of the Business Combination to fund the design and build-out Technology Risk To date, the Company has only produced batteries on a pilot-scale production line for sale in limited quantities. The Company must develop high-volume anode production equipment, methods and processes to achieve profitability. The production equipment to manufacture the proprietary silicon anode in high volume has yet to be developed; however, the Company is actively collaborating with a supplier of high-volume production equipment using existing technology with similar manufacturing processes. The Company’s current prototype anode production process utilizes technologies that are available from existing equipment providers, but this technology must be adapted to the Company’s production requirements to develop this equipment. The equipment required to produce the remainder of the battery components and perform assembly and testing uses existing production equipment and is readily available from multiple suppliers. Employee Retention Risk The Company’s success and competitiveness depend on the continued service of key research, engineering, manufacturing, executive and administrative personnel. If the Company is unable to retain, attract and motivate management and key personnel, it may adversely affect business objectives and overall profitability. Other Risk and Uncertainties During the two-year period COVID-19 pandemic. COVID-19 outbreak COVID-19 COVID-19 Additionally, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. The Company is continuing to monitor the situation in Ukraine and globally and assessing its potential impact on its business. The recent military conflict in Ukraine has led to sanctions and other penalties being levied by the U.S., the European Union and other countries against Russia. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for the Company to obtain additional funds. Although the Company’s business has not been materially impacted by the ongoing military conflict between Russian and Ukraine to date, it is impossible to predict the extent to which its operations, or those of its customers’ suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact its business. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. | |
Organization | 1. ORGANIZATION Nature of Operations Amprius Technologies, Inc. (the “Company”) has developed, and since 2018, been in commercial production of an ultra-high energy density lithium-ion co-located The Company believes its core technology, the silicon nanowire anode for lithium-ion lithium-ion Liquidity and Capital Resources The Company has an accumulated deficit of $82,586 as of June 30, 2022, which represents the carved-out On May 12, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Kensington Capital Acquisition Corp. IV (“Kensington”) and Kensington Capital Merger Sub Corp., pursuant to which, among other things, Kensington Capital Merger Sub Corp. (“Merger Sub”) will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Kensington (the “Business Combination” or the “Merger”) (see Note 14). The Company expects to use the available cash following the closing of the Business Combination to fund the design and build-out Other Risk and Uncertainties The Company continued to experience the results of the worldwide COVID-19 pandemic. COVID-19 outbreak COVID-19 variants, COVID-19 pandemic Additionally, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. The Company is continuing to monitor the situation in Ukraine and globally and assessing its potential impact on its business. The recent military conflict in Ukraine has led to sanctions and other penalties being levied by the United States, the European Union and other countries against Russia. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Although the Company has not been materially impacted by the ongoing military conflict between Russian and Ukraine to date, it is impossible to predict the extent to which its operations, or those of its customers’ suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact its business. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employee Benefit Plan | 13. EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution savings plan (the “401(k) Plan”) to provide retirement income to all qualified employees of the Company. The Company is not required to make, and did not make, any contributions to the 401(k) Plan for the six months ended June 30, 2022 and 2021. | 13. EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution savings plan (the “401(k) Plan”) to provide retirement income to all qualified employees of the Company. The Company is not required to make, and did not make, any contributions to the 401(k) Plan for the years ended December 31, 2021 and 2020. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss per share | 8. NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Numerator: Net loss $ (7,032 ) (3,053 ) Denominator: Weighted average number of common shares outstanding 45,178,576 45,156,145 Basic and diluted net loss per common share $ (0.16 ) $ (0.07 ) The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Stock options 9,681,599 6,352,338 | 9. NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31: 2021 2020 Numerator: Net loss $ (9,896 ) $ (7,418 ) Denominator: Weighted-average number of common shares outstanding 45,170,994 45,122,446 Basic and diluted net loss per common share $ (0.22 ) $ (0.16 ) The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the years ended December 31: 2021 2020 Stock options $ 7,124,724 $ 3,936,500 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Stockholders' Equity | 7. STOCKHOLDERS’ EQUITY As of June 30, 2022 and December 31, 2021, the Company was authorized to issue 60,000,000 shares of common stock at par value $0.00001 and 45,179,270 and 45,176,145 shares were issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. Each holder of common stock is entitled to one vote for each share held and is entitled to receive dividends when and if declared by the board of directors. Through and as of June 30, 2022, the Company has not declared any dividends. Equity Incentive Plans 2008 Stock Plan Prior to the formation of the Company, the Parent granted options under its 2008 Stock Plan (the “2008 Plan”) to qualified employees, directors and consultants who later transferred to the Company upon or following the incorporation of the Company. The 2008 Plan provides for the granting of incentive and nonqualified stock options and restricted stock awards to qualified employees, directors and consultants. The options expire 10 years from the date of grant or 90 days from the termination of the recipient, generally vest over two issued. The disclosures of option activity under the 2008 Plan includes all option activity under the plan although the allocation of expense to the Company solely relates to options issued to employees of the Parent providing services to the Company and employees of the Company that have options outstanding under the 2008 Plan. A summary of option activity under the 2008 Plan for the six months ended June 30, 2022 is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2022 375,546 10,056,990 $ 1.49 6.53 $ 10,995 Options granted — — — — — Options exercised — — — — — Options expired — — — — — Balance as of June 30, 2022 375,546 10,056,990 $ 1.49 6.05 $ 22,071 Options vested and exercisable as of June 30, 2022 9,726,942 $ 1.48 5.97 $ 21,519 Options vested and expected to vest as of June 30, 2022 10,056,990 $ 1.49 6.05 $ 22,071 2016 Equity Incentive Plan The Company grants stock-based compensation under its 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the granting of incentive and nonqualified stock options and restricted stock awards to qualified employees, directors and consultants. The options expire 10 years from the date of grant or 90 days from the termination of the recipient, generally vest over four years, and are exercisable for shares of the Company’s common stock. As of June 30, 2022, there were 11,250,000 shares of common stock reserved for the 2016 Plan, with 1,389,131 available to be issued. A summary of option activity under the 2016 Plan for the six months ended June 30, 2022 is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2022 3,949,131 7,124,724 $ 1.24 5.86 $ 16,208 Options granted (2,571,875 ) 2,571,875 3.79 — — Options exercised — (3,125 ) 2.58 — — Options expired 11,875 (11,875 ) 2.58 — — Balance as of June 30, 2022 1,389,131 9,681,599 $ 1.92 6.54 $ 26,572 Options vested and exercisable as of June 30, 2022 4,843,690 $ 0.64 3.66 $ 19,464 Options vested and expected to vest as of June 30, 2022 9,681,599 $ 1.92 6.54 $ 26,572 Stock-Based Compensation 2008 Plan The total intrinsic value of stock option exercised was $23 for the six months ended June 30, 2021. There were no stock options exercised for the six months ended June 30, 2022. The fair value of options vested during the six months ended June 30, 2022 and 2021 was $281 and $73, respectively. As of June 30, 2022, there was approximately $140 of total unrecognized compensation cost related to the 2008 Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.46 years. 2016 Plan The total intrinsic value of stock option exercised was $3 and $54 for the six months ended June 30, 2022 and 2021. The fair value of options vested during the six months ended June 30, 2022 and 2021 was $823 and $257, respectively. As of June 30, 2022, there was approximately $9,313 of total unrecognized compensation cost related to the 2016 Plan. That cost is expected to be recognized over a weighted-average period of approximately 3.51 years. The table below shows stock-based compensation expense recognized for both the 2008 and 2016 Plans in the statements of operations for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Cost of revenues $ 232 $ 164 Research and development 13 4 Sales, general and administrative 1,101 211 $ 1,346 $ 379 Valuation Assumptions 2008 Plan Under the 2008 Plan, the Company did not grant any awards to grantees for the six months ended June 30, 2022. The weighted-average assumptions for options granted under the 2008 Plan were as follows for the six months ended June 30, 2021: Six Months 2021 Dividend yield — Expected volatility 52.52 % Expected term (years) 6.25 Risk free interest rate 1.17 % The weighted-average grant-date fair value of options granted for the six months ended June 30, 2021 was $2.43 per share. The Company did not grant any awards to grantees for the six months ended June 30, 2022. 2016 Plan The weighted-average assumptions for options granted under the 2016 Plan were as follows for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Dividend yield — — Expected volatility $ 59.16 % 51.81 % Expected term (in years) 6.17 5.91 Risk-free rate 2.70 % 1.07 % The weighted-average grant-date fair value of options granted for the six months ended June 30, 2022 and 2021, was $2.30 and $1.60 per share, respectively. | 8. STOCKHOLDERS’ EQUITY As of December 31, 2021 and 2020, the Company was authorized to issue 60,000,000 and 50,000,000, respectively, shares of common stock at par value $0.00001 and 45,176,145 and 45,156,145 shares were issued and outstanding as of December 31, 2021 and 2020, respectively. Each holder of common stock is entitled to one vote for each share held and is entitled to receive dividends when and if declared by the board of directors. Through and as of December 31, 2021, the Company has not declared any dividends. Equity Incentive Plans 2008 Stock Plan Prior to the formation of the Company, the Parent granted options under its 2008 Stock Plan (the “2008 Plan”) to qualified employees, directors and consultants and some grantees later transferred to the Company upon incorporation of the Company of thereafter. The 2008 Plan provides for the granting of incentive and nonqualified stock options and restricted stock awards to qualified employees, directors and consultants. The options expire 10 years from the date of grant or 90 days from the termination of the recipient, generally vest over two carve-out The disclosures of option activity under the 2008 Plan includes all option activity under the plan although the allocation of expense to the Company solely relates to options issued to employees of the Parent providing services to the Company and employees of the Company that have options outstanding under the 2008 Plan. A summary of option activity under the 2008 Plan for the years ended December 31, 2021 and 2020 and is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2020 1,927,978 8,558,849 $ 0.48 3.82 $ 11,137 Options granted (1,393,713 ) 1,393,713 1.73 — — Options exercised — (3,000 ) 0.03 — 1 Options expired 1,475,713 (1,475,713 ) 0.10 — — Balance as of December 31, 2020 2,009,978 8,473,849 0.75 4.52 14,068 Options granted (3,609,610 ) 3,609,610 2.43 — — Options exercised — (51,291 ) 0.28 — 28 Options expired 1,975,178 (1,975,178 ) 0.28 — — Balance as of December 31, 2021 375,546 10,056,990 $ 1.49 6.53 $ 10,995 Options vested and exercisable as of December 31, 2021 9,327,678 $ 1.46 6.35 $ 10,401 Options vested and expected to vest as of December 31, 2021 10,056,990 $ 1.49 6.53 $ 10,995 2016 Equity Incentive Plan The Company grants stock-based compensation under its 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the granting of incentive and nonqualified stock options and restricted stock awards to qualified employees, directors and consultants. The options expire 10 years from the date of grant or 90 days from the termination of the recipient, generally vest over four years, and are exercisable for shares of the Company’s common stock. As of December 31, 2021, there were 11,250,000 shares of common stock reserved for the 2016 Plan, with 3,949,131 shares available to be issued. A summary of option activity under the 2016 Plan for the years ended December 31, 2021 and 2020 is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2020 772,355 4,121,500 $ 0.14 4.90 $ 2,104 Options granted — — — — — Options exercised — (50,000 ) .07 — 29 Options expired 135,000 (135,000 ) .51 — — Balance as of December 31, 2020 907,355 3,936,500 0.13 3.79 9,654 Shares Authorized 6,250,000 — — — — Options granted (3,233,224 ) 3,233,224 2.58 — — Options exercised — (20,000 ) 0.07 — 54 Options expired 25,000 (25,000 ) 0.30 — — Balance as of December 31, 2021 3,949,131 7,124,724 $ 1.24 5.86 $ 16,208 Options vested and exercisable as of December 31, 2021 4,360,819 $ 0.41 3.56 $ 13,542 Options vested and expected to vest as of December 31, 2021 7,124,724 $ 1.24 5.86 $ 16,208 Stock-Based Compensation 2008 Plan The total intrinsic value of stock options exercised was $28 and $1 for the years ended December 31, 2021 and 2020, respectively. The fair value of options vested for the years ended December 31, 2021 and 2020 was $273 and $9 respectively. As of December 31, 2021, there was approximately $404 of total unrecognized compensation cost related to outstanding stock options. That cost is expected to be recognized over a weighted-average period of approximately 0.8 years. 2016 Plan The total intrinsic value of stock options exercised was $54 and $29 for the years ended December 31, 2021 and 2020, respectively. The fair value of options vested during the years ended December 31, 2021 and 2020 was $859 and $42 respectively. As of December 31, 2021, there was approximately $4,436 of total unrecognized compensation cost related to outstanding stock options. That cost is expected to be recognized over a weighted-average period of approximately 3.3 years. The table below shows stock-based compensation expense recognized from both the 2008 Plan and 2016 Plan in the statements of operations for the years ended December 31: 2021 2020 Cost of revenues $ 693 $ 27 Research and development 233 7 Sales, general and administrative 1,547 48 $ 2,473 $ 82 Valuation Assumptions 2008 Plan The weighted-average assumptions for options granted to calculate the grant date fair value of grants issued under the 2008 Plan were as follows for the years ended December 31: 2021 2020 Dividend yield — — Expected volatility 52.18 % 50.27 % Expected term (in years) 5.01 5.75 Risk-free rate 1.19 % 0.14 % The weighted-average grant-date fair value of options granted for the years ended December 31, 2021 and 2020 was $2.50 and $1.73 per share, respectively. 2016 Plan The Company did not grant any awards to grantees during the year ended December 31, 2020. The weighted-average assumptions for options granted to calculate the grant date fair value of grants issued under the 2016 Plan were as follows for the year ended December 31, 2021: 2021 Dividend yield — Expected volatility 51.75 % Expected term (in years) 5.92 Risk-free rate 1.07 % The weighted-average grant-date fair value of options granted for the year ended December 31, 2021 was $1.67 per share. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Taxes | 9. INCOME TAXES The Company had no income tax expense as a result of the continued generation of NOLs offset by a full valuation allowance recorded on such NOLs, as the Company determined it is not more-likely-than-not that | 10. INCOME TAXES The Company did not file separate tax returns as they were included in the consolidated tax reporting of the Parent entity, within the respective entity’s tax jurisdiction. Accordingly, the income tax provision included in these carve out financial statements was calculated using a method consistent with a separate return basis, as if the Company had been a separate taxpayer. The components of loss before income taxes for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 U.S. $ (9,896 ) $ (7,623 ) For the years ended December 31, 2021 and 2020, there was no provision (benefit) for income taxes. The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows for the years ended December 31: 2021 2020 Statutory rate 21.00 % 21.00 % State tax 7.14 % 7.33 % Tax credits 0.40 % 0.44 % Valuation allowance (27.48 %) (28.41 %) Other (1.06 %) (0.36 %) 0.00 % 0.00 % Significant components of the Company’s net deferred taxes were as follows as of December 31: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 17,646 $ 16,296 Accruals, reserves and others 757 198 Tax credits 1,900 1,807 Capitalized R&D 479 — Total deferred tax assets 20,782 18,301 Deferred tax liabilities: Property and equipment (85 ) (323 ) Total deferred tax liabilities (85 ) (323 ) Less: valuation allowance 20,697 17,978 Net deferred taxes $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not more-likely-than-not Net operating losses and tax credit carryforwards were as follows as of December 31, 2021: Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 24,759 Do Not Expire Net operating losses, federal (Pre January 1, 2018) $ 38,999 2028-2037 Net operating losses, state $ 60,962 2029-2041 Tax credits, federal $ 1,396 2034-2041 Tax credits, state $ 1,440 N/A Utilization of net operating losses and tax credit carryforwards are subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, in the event of a change in the Company’s ownership, as defined in current income tax regulations. Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. As a result of such ownership changes, the annual limitation may result in the expiration of net operating losses and credits before utilization. The Company and its Parent performed a Section 382 analysis through March 15, 2021. The Company and its Parent have experienced ownership changes in the past. The ownership changes will not result in a limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized. Subsequent ownership changes may affect the limitation in future years. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: January 1, 2020 $ 648 Additions based on tax positions related to 2020 26 Additions for tax positions of prior years — December 31, 2020 674 Additions based on tax positions related to 2021 35 Additions for tax positions of prior years — December 31, 2021 $ 709 The entire amount of the unrecognized tax benefits would not impact the Company’s effective tax rate if recognized and there would be no cash tax impact. The Company has elected to include interest and penalties as a component of tax expense. For the years ended December 31, 2021 and 2020, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months. The Parent files income tax returns in the U.S. federal and California tax jurisdictions. The federal and state income tax returns from inception to December 31, 2021 remain subject to examination. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 10. LEASES The Company had a space and facility sharing arrangement with the Parent to use the equipment owned by the Parent and the spaces leased by the Parent as its administrative and sales office, research and development laboratory, and production and engineering facilities. Effective May 1, 2022, the Parent assigned to the Company the office lease that covers all facilities that the Company uses in its operations (see Note 14). For the period from January 1, 2022 until May 1, 2022 and the six months ended June 30, 2021, the Company paid the Parent an average monthly fee to share the facilities of $43 and $42, respectively. The current lease has an expiration date of June 30, 2024, with a single option to extend the lease for 60 months that the Company determined it is reasonably certain to exercise. The Company had no leases that were classified as a financing lease as of June 30, 2022. In addition, the Company is responsible for variable utilities and common expenses for the facility incurred by the landlord. Rent expense under ASC 842 for the six months ended June 30, 2022 amounted to $278. Future maturing operating lease payments as of June 30, 2022 are as follows: Amount Year Ending December 31: 2022 (remaining six months) $ 264 2023 540 2024 565 2025 586 2026 604 2027 and thereafter 1,588 Total future minimum lease payments 4,147 Less: interest (981 ) Present value of future minimum lease payments under operating lease liabilities $ 3,166 Operating lease disclosures for the Company’s single operating lease are as follows: June 30, Remaining lease term under operating ROU leases (in years) 7.0 Discount rate for operating lease liabilities 7.9 % |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Related Party Transactions | 12. RELATED PARTY TRANSACTIONS Related Party Transactions with the Parent Officers and directors of the Company were the same individuals as the officers and directors of the Parent during the six months ended June 30, 2022 and during the six months ended June 30, 2021. In August 2021, the Company hired a Chief Financial Officer (“CFO”) separately from that of the Parent. The board of directors of the Company was comprised of four members, who were also members of the board of directors of the Parent. The Company had the following arrangements with the Parent regarding sharing the facilities, service, and licensing to support the operation of the Company in the ordinary course of its business: • The Company has a service agreement for the Parent to provide certain services such as administration, management service, information technology and engineering services to support the operation of its business. The cost attributable to the Company is calculated using a percentage allocation of total cost incurred. The Company receives financing for these amounts through Parent capital contributions as the Parent does not intend to demand repayment of the funds received. Allocated services costs amount to $672 and $240 for the six months ended June 30, 2022 and 2021, out of which $243 and $71 are related to stock compensation for the six months ended June 30, 2022 and 2021, respectively. • During the six months ended June 30, 2022 and 2021, the Company recorded capital contributions of $751 and $5,075, respectively, in the condensed statements of stockholders’ equity. The capital contribution amounts during the six months ended June 30, 2022 and 2021 consisted of contributions from the Parent related to stock-based compensation of $246 and $79, respectively, with the remaining $505 and $4,995, respectively, related to capital contributions in the form of cash, services and asset and liability transfers. As a result of carveout methodology as described in the Basis of Presentation, differences exist from stock-based compensation as a non-cash The components of the capital contributions from the Parent for the six months period ended June 30, 2022 and 2021 are as follows: Six Months Ended June 30, 2022 2021 Stock-based compensation $ 246 $ 79 Corporation allocated service excluding stock-based compensation 429 169 General cash financing activity 76 4,826 Total capital contributions from Parent $ 751 $ 5,074 The total capital contributions since inception were $88,760 and $71,499 as of June 30, 2022 and 2021, respectively. • The Company’s board of directors formally approved the treatment of all intercompany advances as forgiven in March 2021. In substance, since inception and during the year ended December 31, 2020, the intercompany transactions between the Company and the Parent have been included in these condensed financial statements and are determined to be forgiven at the time the transaction occurs as the intent of the arrangement from inception was capital contributions. Intercompany transactions subsequent to March 2021 were also made in the form of capital contributions. The total net effect of the settlement of these transactions is presented as financing activities within the statement of cash flows and represented within additional paid-in • The Company has a licensing agreement with the Parent to use patents and licenses owned by the Parent. See Note 10 for the related party lease transaction. Related Party Transactions with Affiliate Subsidiaries The Company also purchases raw materials and development materials from two entities that were previously subsidiaries under common control of the Parent, Amprius Wuxi and Amprius Nanjing. The Parent distributed shares in each of these two subsidiaries to stockholders and optionees of the Parent in February 2022, at which point the two subsidiaries were no longer considered affiliates of Amprius Technologies. For the six months ended June 30, 2022, such purchases recorded as cost of revenues prior to the distributions of the entities to the Parent’s shareholders totaled $86. For the six months ended June 30, 2021, such purchases recorded as cost of revenues totaled $75. As of December 31, 2021, the outstanding payables balance from affiliate subsidiaries totaled $18. | 12. RELATED PARTY TRANSACTIONS Related Party Transactions with the Parent Officers and directors of the Company were the same individuals as the officers and directors of the Parent for the year ended December 31, 2020. During the year ended December 31, 2021, the Company hired a Chief Financial Officer (“CFO”) separately from that of the Parent, and the board of directors of the Company was comprised of four members, who were also members of the board of directors of the Parent. The Company has the following arrangements with the Parent regarding general financing activities, sharing the facilities, services and licensing to support the operation of the Company in the ordinary course of its business: • The Company has a service agreement for the Parent to provide certain services such as administration, management service, information technology and engineering services to support the operation of its business. The cost attributable to the Company is calculated using a percentage allocation of total cost incurred. Allocated services costs amounted to $1,363 and $399 for the years ended December 31, 2021 and 2020, respectively, out of which $967 was related to stock compensation for the year ended December 31, 2021. The stock-based compensation included in allocated service cost is immaterial for the year ended December 31, 2020. • For the year ended December 31, 2021, the Company recorded capital contributions of $21,584, which is the sum of the contributed capital from the Parent of $20,111 and the contribution from the Parent related to stock-based compensation of $1,473 in the statements of stockholders’ equity. For the year ended December 31, 2020, the Company recorded capital contributions of $4,866, which is the sum of the contributed capital from the Parent of $4,826 and the contribution from the Parent related to stock-based compensation of $40 in the statements of stockholders’ equity. The total capital contributions since inception were $88,009 and $66,425 as of December 31, 2021 and 2020, respectively. • The Company’s board of directors formally approved the treatment of all intercompany advances as forgiven in March 2021. In substance, since inception and for the year ended December 31, 2020, the intercompany transactions between the Company and the Parent have been included in these financial statements and are determined to be forgiven at the time the transaction occurs, as the intent of the arrangement from inception was capital contributions. Intercompany transactions subsequent to March 2021 were also made in the form of capital contributions. The total net effect of the settlement of these transactions is presented as financing activities within the statements of cash flows and represented within additional paid-in • The Company has a licensing agreement with the Parent to use patents and licenses owned by the Parent. See Note 11 for the related party lease transaction. Related Party Transactions with Affiliate Subsidiaries The Company also purchases raw materials and development materials from two subsidiaries under common control of the Parent, Amprius Wuxi and Amprius Nanjing. As of December 31, 2021, the outstanding payables balance from affiliate subsidiaries totaled $18. As of December 31, 2020, there were no outstanding payables from affiliate subsidiaries. For the years ended December 31, 2021 and 2020, such purchases recorded as cost of revenues totaled $264 and $447, respectively. | |
Kensington Capital Acquisition Corp I V [Member] | |||
Related Party Transactions | Note 4. Related Party Transactions Founder Shares In March 2021, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of 9,857,142 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Shares and the associated amounts have been retroactively restated to reflect the share issue of Class B ordinary shares on November 30, 2021, resulting in an aggregate of 9,857,142 Class B ordinary shares outstanding. The initial shareholders agreed to forfeit up to 1,285,714 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares will represent 30.0 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised the over-allotment on March 4, 2022; thus, these 1,285,714 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 16,000,000 Private Placement Warrants, at a price of $0.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.0 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, dated on March 24, 2021 that was later amended on November 16, 2021 (the “Note”). This loan was non-interest 022. In addition , in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022, and December 31, 2021, $200,000 and $0 was drawn on the Working Capital Loan, respectively. Service Agreement On March 1, 2022 , the Company entered into an agreement (the “Service Agreement”) with DEHC LLC, an affiliate of the Company’s Chief Financial Officer, pursuant to which the Company agreed to pay service and administrative fees of $20,000 per month to DEHC LLC for 18 months commencing on the date of consummation of the Initial Public Offering. Upon completion of the initial Business Combination, any portion of the amounts due that have not yet been paid will accelerate. For the three and six months ended June 30, 2022, the Company incurred $60,000 and $80,000 , respectively, under this agreement. As of June 30, 2022 and December 31, 2021, the Company had no accrued amounts for services in connection with such agreement on the accompanying condensed balance sheets. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket | Note 4—Related Party Transactions Founder Shares On March 31, 2021, the Sponsor paid $25,000 for certain offering costs on behalf of the Company in exchange for issuance of 9,857,142 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Shares and the associated amounts have been retroactively restated to reflect the share issue of Class B ordinary shares on November 30, 2021, resulting in an aggregate of 9,857,142 Class B ordinary shares outstanding. The initial shareholders have agreed to forfeit up to 1,285,714 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 30.0% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering. The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, any 30-trading day Private Placement Warrants The Sponsor will agree to purchase an aggregate of 14,800,000 Private Placement Warrants (or 16,000,000 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $0.50 per Private Placement Warrant ($7.4 million in the aggregate, or $8.0 million if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note, dated on March 24, 2021 and was later amended on November 16, 2021 (the “Note”). This loan is non-interest bearing and In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Service and Administrative Fees The Company has agreed to pay service and administrative fees of $20,000 per month to DEHC LLC, an affiliate of Daniel Huber, the Company’s Chief Financial Officer, for 18 months commencing on the date of consummation of the Proposed Public Offering (upon completion of the initial Business Combination, any portion of the amounts due that have not yet been paid will accelerate). The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Letter of Credit In connection with the Transfer of Lease in May 2022, the Company had cash equivalents deposited with a commercial bank as collateral against the letter of credit. The letter of credit that was initially issued for a term of nine months expiring on February 1, 2023 will be renewed until the end of the current lease term. The landlord may draw upon the letter of credit in an event of default by the Company or expiration of the current letter of credit in absence of issuing a substitute letter of credit for an extended period prior to the end of the lease term. As of June 30, 2022, the Company’s letter of credit is recorded as noncurrent restricted cash as the expiration date is more than 12 months from the reporting date. From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on the financial position, results of operations or cash flows of the Company. | 11. COMMITMENTS AND CONTINGENGIES Leases Obligations The Company has a space and facility sharing arrangement with the Parent to use the equipment owned by the Parent and the facilities leased by the Parent as its administrative and sales office, research and development laboratory, and production and engineering facilities. The lease is entirely for the benefit of the Company and, although the legal obligation is with the Parent, the substance of transaction resulted in the Company recording the lease obligation and commitments in these carve-out The current lease has an expiration date of June 30, 2024, with a single option to extend the lease for 60 months. The future minimum lease commitments as of December 31, 2021 are as follows: Year ending December 31: 2022 $ 525 2023 540 2024 276 $ 1,341 Other Matters From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on the financial position, results of operations or cash flows of the Company. | |
Kensington Capital Acquisition Corp I V [Member] | |||
Commitments and Contingencies | Note 5. Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held one-half dollar-for-dollar the i | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $4.0 million in the aggregate (or $4.6 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or $7.0 million in the aggregate (or approximately $8.1 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters’ right to receive up to one-half dollar-for-dollar Combination |
Redeemable Class A Ordinary Sha
Redeemable Class A Ordinary Shares and Shareholders' Deficit | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Kensington Capital Acquisition Corp I V [Member] | ||
Redeemable Class A Ordinary Shares and Shareholders' Deficit | Note 6. Redeemable Class A Ordinary Shares and Shareholders’ Deficit Preference Shares -The Class A Ordinary Shares -The Class B Ordinary Shares -The Founder Shares were no longer subject to forfeiture. Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the Company’s board of directors for any reason. Prior to the completion of the initial Business Combination, only holders of the Class B ordinary shares will have the right to vote on the Company’s appointment of directors. Holders of the Public Shares will not be entitled to vote on the Company’s appointment of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding Class B ordinary shares may remove a member of the Company’s board of directors for any reason. These provisions of the Memorandum and Articles may only be amended by a resolution passed by at least two-thirds The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one sub-divisions, then-outstanding Class B ordinary shares agree to waive such as-converted | Note 6— Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the Company’s board of directors for any reason. Prior to the completion of the initial Business Combination, only holders of the Class B ordinary shares will have the right to vote on the Company’s appointment of directors. Holders of the Public Shares will not be entitled to vote on the Company’s appointment of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding Class B ordinary shares may remove a member of the Company’s board of directors for any reason. These provisions of the Memorandum and Articles may only be amended by a resolution passed by at least two-thirds The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject sub-divisions, ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted |
Warrants
Warrants | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Kensington Capital Acquisition Corp I V [Member] | ||
Warrants | Note 7. Warrants As of June 30, 2022, the Company has 46,000,000 Public Warrants (including 23,000,000 freestanding Class 1 Warrants and 23,000,000 Class 2 Warrants which are attached to the Public Shares), and 16,000,000 Private Placement Warrants outstanding. As of December 31, 2021, there were no Class 1 Warrants, Class 2 Warrants, or Private Placement Warrants issued or outstanding. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a post-effective amendment to the of which the final prospectus in connection with the Initial Public Offering forms part or a new registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided, that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will (except for Class 2 warrants attached to shares that are redeemed in connection with the initial Business Combination, which Class 2 warrants will expire upon redemption of such shares) expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants have an exercise price of $ per share, subject per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $ The Private Placement Warrants are identical to the Class 1 Warrants, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable, Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares (or a security other than the Class A ordinary shares into which the Class A ordinary shares have been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”. | Note 7—Warrants As of December 31, 2021, there were no warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided, that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will (except for Class 2 warrants attached to shares that are redeemed in connection with our initial business combination, which Class 2 warrants will expire upon redemption of such shares) expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants will have an exercise price of $11.50 per share, subject to adjustments. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for share sub-divisions, exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115 % of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180 % of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants will be identical to the Class 1 Warrants, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable, Redemption of warrants for cash when the price per Class A ordinary shares equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, the 30-trading day period The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares (or a security other than the Class A ordinary shares into which the Class A ordinary shares have been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Kensington Capital Acquisition Corp I V [Member] | |
Fair Value Measurements | Note 8. Fair Value Measurements The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of June 30, 2022, by level within the fair value hierarchy: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account-U.S. $ 230,291,764 $ — $ — Liabilities: Derivative warrant liabilities-Class 1 Warrants $ 6,670,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 4,640,000 (1) Excludes $3,135 of cash balance held within the Trust Account Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of Class 1 Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement as a result of the Class 1 Warrants being separately listed and traded in April 2022. Level 1 assets include investments in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price is available, the fair value of the Class 1 Warrants has been estimated using a Monte Carlo simulation. The estimated fair value of the Private Placement Warrants is determined using Black-Scholes option pricing model. The estimated fair value of the Private Placement Warrants and the initial fair value of the Class 1 Warrants were measured using Black-Scholes Option Pricing Method and a Monte Carlo simulation model, respectively. The estimated fair value of the Class 1 Warrants and the Private Placement Warrants were determined using Level 3 inputs. Inherent in a Monte Carlo simulation model and Black-Scholes Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon As of June 30, 2022, the estimated aggregate fair value of the embedded derivative within the Working Capital Loan is $0, based on a discounted cash flow approach and utilizing an option pricing model to value the conversion feature, with key assumptions including expected volatility of 5.1%, a discount rate of 14.95%, an estimated term of 8 months, warrant value of $0.29 per Private Placement Warrant and risk-free rates of 2.80 %. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the embedded feature. The embedded conversion option is not clearly and closely related to the debt host instrument and was bifurcated from the loan host instrument, with a de minimis value, and classified on a combined basis with the loan host instrument in Working Capital Loan—related party in the accompanying condensed balance sheets. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the outstanding warrants at their measurement dates: As of June 30, 2022 As of March 4, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 9.32 $ 9.18 Term (years) 5.6 6.0 Volatility 5.1 % 8.9 % Risk-free rate 3.02 % 1.87 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the three and six months ended June 30, 2022, is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ — Issuance of Class 1 Warrants and Private Warrants - Level 3 15,990,000 Change in fair value of derivative warrant liabilities (390,000 ) Derivative warrant liabilities at March 31, 2022 15,600,000 Transfer of Class 1 Warrants to Level 1 (9,200,000 ) Change in fair value of derivative warrant liabilities (1,760,000 ) Derivative warrant liabilities at June 30, 2022 $ 4,640,000 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 14. BUSINESS COMBINATION Business Combination Effective May 12, 2022, the Company entered into the Business Combination Agreement with Kensington and Merger Sub. Pursuant to the terms of the Business Combination Agreement, subject to customary closing conditions, including shareholder approval, the Merger will be consummated, Kensington will domesticate as a corporation under the laws of the state of Delaware, and Kensington will change its name to “Amprius Technologies, Inc.” The transactions contemplated by the Business Combination Agreement are subject to numerous conditions, and there can be no assurance that such conditions will be satisfied. In combination with the closing, the cash held in trust by Kensington (following satisfaction of redemption by public stockholders) will become available for general corporate purposes, along with any additional proceeds that may be received from any related equity financing that closes in connection with the closing of Business Combination. The Company is expected to be the accounting acquirer and the Business Combination is expected to be accounted for as a “reverse recapitalization,” whereby the financial statements of the combined entity represent the continuation of the financial statements of the Company. Accordingly, the assets, liabilities and results of operations of the Company are expected to become the historical financial statements of the post-combination company, and Kensington’s assets, liabilities and results of operations is expected to be consolidated with the Company beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of the Company in future reports. The net assets of the Company are expected to be recognized at carrying value, with no goodwill or other intangible assets recorded. Transfer of Lease Effective May 1, 2022, the Parent assigned the Company the office lease that covers the facilities that the Company uses in its operations. Historically, the Company recognized this lease in its carved-out Transfer of Intellectual Property Effective May 12, 2022, the Parent assigned to the Company all patents and patent applications, as well as registered trademarks and trademark applications, used by the Company in its operations under an Intellectual Property Rights agreement. This transfer of intellectual property does not have any financial impact on the Company’s balance sheet. Termination of Intercompany Agreement On June 8, 2022, the Parent and the Company entered an agreement to terminate the intercompany service and license agreements (“Intercompany Agreements”) upon the closing date of the Business Combination. The Parent and the Company will be released and discharged from any and all past, present and future claims, causes of action, damages, liabilities, costs and expenses, and compensation of any nature that either the Parent or the Company may assert or exercise against the other resulting from any Intercompany Agreements. The Parent and the Company will also waive and relinquish any rights to bring any action, suit, or proceeding for any claims against the other with respect to any and all matters related to the Intercompany Agreements. |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Subsequent Events | 15. SUBSEQUENT EVENTS The Company considers events or transaction that occur after the balance sheet date, but before the financial statements were available to be issued to provide additional evidence relative to certain estimates or identify matters that require additional disclosure. The Company has evaluated subsequent events through August 22, 2022, which is the date these financial statements were available to be issued. Management is not aware of any material events. | 14. SUBSEQUENT EVENTS Distribution of China Subsidiaries by Parent During the first quarter of 2022, the Parent distributed shares in all of its other subsidiaries: (i) Amprius (Hong Kong) Limited, owner of Amprius (Nanjing) Co., Ltd., (ii) Amprius (Hong Kong-2) as-converted non-convertible Grants Subsequent to December 31, 2021 and through the date these financial statements were available to be issued, the Company granted 2,571,875 new options under the 2016 Plan at an average exercise price of $3.79 per share. The options vest over a 4-year period commencing on the options vesting start date and expire in ten years. The fair value of the options issued was approximately $2.92 per share. There is approximately $7,519 of total unrecognized compensation expense related to these grants. To determine the fair value of common stock as of the grant date for options granted subsequent to December 31, 2021, the Company performed a linear interpolation between the March 29, 2022 valuation date and the fair value implied by the current Business Combination assuming an exchange ratio of 1.45823 shares of common stock of New Amprius, the surviving entity upon completion of the Business Combination, for each share of the common stock of the Company expected to be outstanding and an estimated date for the completion of the Business Combination. Business Combination Effective May 12, 2022, the Company entered into the Business Combination Agreement with Kensington and Merger Sub. Pursuant to the terms of the Business Combination Agreement, subject to customary closing conditions, including shareholder approval, the Merger will be consummated, Kensington will domesticate as a corporation under the laws of the state of Delaware, and Kensington will change its name to “Amprius Technologies, Inc.” The transactions contemplated by the Business Combination Agreement are subject to numerous conditions, and there can be no assurance that such conditions will be satisfied. In connection with the closing, the cash held in trust by Kensington (following satisfaction of redemption by public stockholders) will become available for general corporate purposes, along with any additional proceeds that may be received from any related equity financing that closes in connection with the closing of Business Combination. The Company is expected to be the accounting acquirer and the Business Combination is expected to be accounted for as a “reverse recapitalization,” whereby the financial statements of the combined entity represent the continuation of the financial statements of the Company. Accordingly, the assets, liabilities and results of operations of the Company are expected to become the historical financial statements of the post-combination company, and Kensington’s assets, liabilities and results of operations is expected to be consolidated with Amprius beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of the Company in future reports. The net assets of the Company are expected to be recognized at carrying value, with no goodwill or other intangible assets recorded. Transfer of Lease Effective May 1, 2022, the Parent assigned the Company the office lease that covers the facilities that the Company uses in its operations. Historically, the Company recognized this lease in its carved-out Transfer of Intellectual Property Effective May 12, 2022, the Parent assigned to the Company all patents and patent applications, as well as registered trademarks and trademark applications, used by the Company in its operations under an Intellectual Property Rights agreement. This transfer of intellectual property does not have any financial impact on the Company’s balance sheet. Termination of Intercompany Agreements On June 8, 2022, the Parent and the Company entered an agreement to terminate the intercompany service and license agreements (“Intercompany Agreements”) upon the closing date of the Business Combination. The Parent and the Company will be released and discharged from any and all past, present and future claims; causes of action; damages; liabilities; costs and expenses; and compensation of any nature that either the Parent or the Company may assert or exercise against the other resulting from any Intercompany Agreements. The Parent and the Company will also waive and relinquish any rights to bring any action, suit, or proceeding for any claims against the other with respect to any and all matters related to the Intercompany Agreements. The Company considers events or transaction that occur after the balance sheet date, but before the financial statements were available to be issued to provide additional evidence relative to certain estimates or identify matters that require additional disclosure. The Company has evaluated subsequent events through June 21, 2022, which is the date these financial statements were available to be issued. Management is not aware of any material events other than those mentioned above. | |
Kensington Capital Acquisition Corp I V [Member] | |||
Subsequent Events | Note 9. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements. | Note 8—Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. On November 16, 2021, the Company amended its Note to extend the maturity date from December 31, 2021 to June 30, 2022 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As the Parent has not historically prepared condensed financial statements for the Company, these condensed financial statements have been prepared from the financial records of the Parent on a carve-out carve-out More specifically, the balance sheets include all the Company’s legal assets, those assets provided by the Parent and liabilities incurred by the Parent on behalf of the Company. The Condensed Statements of Operations for each of the six-month Kong-2) Management’s estimate of incremental expenses that would have been incurred on a standalone basis for the six months ended June 30, 2022 and 2021 were a decrease of $16 and an increase of $1,740, respectively, as compared to what is shown in the statements of operations. These expenses consisted of changes in compensation and benefits associated with certain senior executives necessary by the Company to depict the Company on a standalone basis, as compared to what is reflected in the statements of operations. During the periods ended June 30, 2022 and 2021, the Company’s operations were funded by the Parent. The source of financing consisted of proceeds received by the Parent from its issuance of preferred stock. Management believes the expense allocation methodology and results are reasonable and consistently applied for all comparative periods presented. However, these allocations may not be indicative of the actual expenses that would have been incurred by an independent company or of the costs to be incurred in the future. The condensed financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the period presented. The significant accounting policies described below, together with other notes that follow, are an integral part of the condensed financial statements. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As the Parent has not historically prepared financial statements for the Company, these financial statements have been prepared from the financial records of the Parent on a carve-out More specifically, the balance sheets include all the Company’s legal assets, those assets provided by the Parent and liabilities incurred by the Parent on behalf of the Company. The statements of operations for each of the years ended December 30, 2021 and 2020, reflect all expenses and activities directly attributable to the Company, as well as an allocation of the Parent’s general and administrative expenses. The Company did not share facilities or costs with the other three operating subsidiaries with the exception of expenses at Parent for the payroll related expenses for two executive employees of Parent and other legal, tax, insurance and accounting fees which were not identifiable as related to a specific subsidiary (“Shared Expenses”). The Parent executives supported the subsidiary group with governance, management, and investor relations. The Shared Expenses were allocated to the Company based on the time incurred by the Parent executives to support each subsidiary as the level of effort required was not correlated to the level of activity at each subsidiary, revenue, or other financial operating metrics for the subsidiaries. Management’s estimate of incremental expenses that would have been incurred on a standalone basis for the year ended December 31, 2021 and 2020 were approximately $3,479 and $895, respectively. These expenses consisted of incremental compensation and benefits associated with certain senior executives necessary to depict the Company on a standalone basis. During the years ended December 30, 2021 and 2020, the Company’s operations were funded by the Parent. The source of financing consisted of proceeds received by the Parent from its issuance of preferred stock. Management believes the expense allocation methodology and results are reasonable and consistently applied for all comparative periods presented. However, these allocations may not be indicative of the actual expenses that would have been incurred by an independent company or of the costs to be incurred in the future. The financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the period presented. The significant accounting policies described below, together with other notes that follow, are an integral part of the financial statements. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected to not opt out of such extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. | Emerging Growth Company The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the Jumpstart Our Business Startups (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. | |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances; the results of which form the basis for making judgements that are not readily apparent from other sources. Actual results could materially differ from management estimates using different assumptions or under different conditions. Significant accounting estimates made by the Company include the following: useful lives of property and equipment; evaluation of impairment of long-lived assets; valuation of deferred taxes; valuation of inventory; carve-out | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances; the results of which form the basis for making judgements that are not readily apparent from other sources. Actual results could materially differ from management estimates using different assumptions or under different conditions. Significant accounting estimates made by the Company include the following useful lives of property and equipment; evaluation of impairment of long-lived assets; valuation of deferred taxes; valuation of inventory; carve-out | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash as of June 30, 2022 and December 31, 2021 consists of a demand deposit account. Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Accounts receivable mainly consist of amounts due from U.S. government agencies or sponsored entities and large public entities which limits the Company’s credit risk. Through June 30, 2022, the Company has not experienced any credit losses. For the six months ended June 30, 2022, four customers represented 30%, 24%, 16%, and 14% of the Company’s revenues. For the six months ended June 30, 2021, two customers represented 52% and 33% of the Company’s revenues. As of June 30, 2022, two customers represented 55% and 19% of the Company’s accounts receivable balance. As of December 31, 2021, five customers represented 25%, 19%, 19%, 18%, and 15% of the Company’s accounts receivable balance. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and account receivables. The Company’s cash as of December 31, 2021 consists of a demand deposit account. Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250. As of December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Accounts receivable mainly consist of amounts due from U.S. government agencies or sponsored entities and large public entities, which limits the Company’s credit risk. Through December 31, 2021, the Company has not experienced any credit losses. For the year ended December 31, 2021, two customers represented 56%, and 24% of the Company’s revenues. For the year ended December 31, 2020, three customers represented 49%, 36% and 10% of the Company’s revenues. As of the year ended December 31, 2021, five customers accounted for 25%, 19%, 19%, 18%, and 15% of the Company’s accounts receivable balance. As of December 31, 2020, two customers accounted for 86% and 14% of the Company’s accounts receivable balance. | |
Cash and cash equivalents | Cash The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash and cash equivalents. During the year ended December 31, 2020, cash was provided to the Company by the Parent on a “as needed” basis by drawing on a cash sweep account maintained by the Parent. Subsequent to January 1, 2021, upon cash contributions from the Parent of $16,200, the Company maintained a balance in its operating cash account to fund operations. | ||
Cash and Restricted Cash | Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash. Restricted cash is classified as current or non-current During the year ended December 31, 2020, cash was provided to the Company by the Parent on an “as needed” basis by drawing on a cash sweep account maintained by the Parent. Subsequent to January 1, 2021, upon cash contributions from the Parent of $16,200, the Company maintained a balance in its operating cash account to fund operations. Effective May 1, 2022, the Parent assigned to the Company the office lease that covers the facilities that the Company uses in its operations (“Transfer of Lease”). In connection with the Transfer of Lease, the Company deposited cash equivalents of $333 with a commercial bank as collateral against the letter of credit as a form of security for the Company’s facility lease agreement. As of June 30, 2022, the balance of $333 was presented as a noncurrent asset on the condensed balance sheet. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 - Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. There were no financial assets or financial liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. | ||
Segment Reporting | Segment Reporting The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on an aggregate basis for the purposes of assessing the Company’s performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single operating and reportable segment. All of the Company’s revenues are geographically earned in the United States and the Company’s property and equipment are located in the United States. | Segment Reporting The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker. The Company’s Chief Executive Officer reviews financial information presented on an aggregate basis for the purposes of assessing the Company’s performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single operating and reportable segment. All of the Company’s revenues are geographically earned in the United States and the Company’s property and equipment are located in the United States. | |
Accounts Receivable | Accounts Receivable Accounts receivable is recorded at the invoiced amount less any estimated allowances for doubtful accounts. These allowances are based on the Company’s assessment of the collectability of accounts by considering the age of each outstanding invoice and the collection history of each customer, and an evaluation of the potential risk of loss associated with delinquent accounts. Payment terms and conditions vary by contract type, although the Company’s terms generally include a requirement of payment within 30 to 60 days. Accounts receivable balances deemed to be uncollectible are written off against previously established allowances. The Company does not accrue interest on past due balances and requires no collateral. Through December 31, 2021, the Company has not experienced any credit losses from accounts receivable. The Company had no allowance for doubtful accounts as of December 31, 2021 and 2020. | ||
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Income taxes in the Company’s financial statements have been allocated in a manner that is systematic, rational, and consistent. The Company’s operations have historically been included in the Parent’s combined U.S. income tax returns. Income tax expense included in the financial statements has been calculated following the separate return method, as if the Company was a stand-alone enterprise and a separate taxpayer for the periods presented. As a result, actual tax transactions included in the consolidated financial statements of the Parent may not be included in these financial statements. Further, the Company’s tax results may not be reflective of the results that the Company expects to generate in the future. The tax treatment of certain items reflected in the financial statements may not be reflected in the consolidated financial statements and tax returns of the Parent. It is conceivable that items such as net operating losses, other deferred taxes, uncertain tax positions and valuation allowances may exist in the financial statements that may not exist in these financial statements. Since the Company’s results are included in the Parent’s historical tax returns, payments to certain tax authorities are made by the Parent, and not by the Company. For tax jurisdictions where the Company is included with the Parent in a consolidated tax filing, the Company does not maintain taxes payable to or from the Parent and the payments are deemed to be settled immediately with the legal entities paying the tax in the respective tax jurisdictions through changes in the Parent company contributions. Concurrently with the execution of the Business Combination Agreement, the Company and the Parent entered into the Tax Sharing Agreement. The Tax Sharing Agreement generally provides that, with respect to any U.S. federal consolidated group of which the Parent and the Company are members, the Parent will be responsible for and will indemnify the Company for the tax liability of such group. In addition, the Parent will be responsible for and will indemnify the Company for state taxes of any consolidated, combined or unitary tax group for state tax purposes that includes the Parent and the Company. The Tax Sharing Agreement also provides that the Parent will generally control any tax returns and any tax audits or other proceedings for the taxes addressed by the Tax Sharing Agreement. The Tax Sharing Agreement terminates on the termination of the Business Combination Agreement. The Company does not expect the Tax Sharing Agreement to have a material impact on the results of the Company’s operations on a go-forward The Company follows the asset and liability method of accounting for income taxes. Deferred tax balances are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for temporary differences that arise from net operating losses and 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 balances of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | ||
Net Income (Loss) per Ordinary Share | Net Loss Per Share Basic net loss per share is computed using the weighted-average number of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive shares consist of shares issuable upon the exercise of stock options. These have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. The basic and diluted loss per share are therefore the same. | ||
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases 2017-13, ASU 2018-10, ASU 2018-11, 2018-20 2019-01 right-of-use The Company accounts for its leases under ASC 842, Leases a right-of-use asset the right-of-use asset the right-of-use asset In calculating the right-of-use asset non-lease The Company has a single lease of a real estate asset, which includes administrative and sales offices, research and development space, manufacturing and a clean room. This lease also requires the Company to pay maintenance, utilities, taxes, insurance, and other operating expenses associated with the leased space. The Company elected the transition package of three practical expedients which allow companies not to reassess whether agreements contain leases, the classification of leases, and the capitalization of initial direct costs. As a result of the adoption of the new lease accounting guidance, the lease remained classified as an operating lease, and the Company recognized the following under the new guidance on January 1, 2022: • Operating lease liabilities of $3,256, which represents the present value of the remaining lease payments, as of the date of adoption, discounted using the Company’s incremental borrowing rate of 7.9%. • Operating lease ROU assets of $3,059, which represents the operating lease liabilities of $3,256, adjusted for deferred rent of $240 and prepaid rent of $43. • The adoption of the new lease accounting standard impacted the Company’s accumulated deficit by $154. In November 2021, the FASB issued ASU 2021-10, Government Assistance Disclosures by Business Entities About Government Assistance | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out work-in-process All products are built to customer orders, as such finish goods are valued no higher than the sale price less selling costs of the customer order. Work-in-process work-in-process The Company recorded a reduction to the value of inventories to cost of revenue of $75 and $58 during the years ended December 31, 2021 and 2020, respectively. | ||
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. These assets are depreciated on a straight-line basis over their estimated useful lives. The useful lives of the property and equipment are as follow: Pilot production equipment 4-7 Lab equipment 4 years Computers and software 4 years Furniture and fixtures 5 years Leasehold improvements Lesser of their useful lives or the term of the lease Certain custom assets are recorded as construction in progress as they are being constructed. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Maintenance and repairs are charged to operations as incurred. | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when indicators of impairment exist. The carrying value of a long-lived asset to be held and used is considered impaired when the estimated separately identifiable undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No impairment charges were recorded for the years ended December 31, 2021 and 2020. | ||
Warranty Liability | Warranty Liability The Company warrants that the batteries sold to customers will meet the published or agreed upon specification upon receipt. Batteries that do not meet specification are replaced at no charge to the customer. Based on the experience of historical claims and no pending claims and returns of which the Company is aware, the Company had not recorded a warranty liability as of June 30, 2022 or December 31, 2021. | Warranty Liability The Company warrants the batteries sold to customers will meet the published or agreed upon specification upon receipt. Batteries that do not meet specification are replaced at no charge to the customer. Based on the experience of historical claims and no pending claims and returns of which the Company is aware, the Company had not recorded a warranty liability as of December 31, 2021 or 2020. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers | ||
Loss Contingencies | Loss Contingencies In the normal course of business, the Company may be involved in claims and legal proceedings. The Company records a liability for such matters when it is probable that a loss has been incurred and the amounts can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. Legal costs associated with these loss contingencies are expensed as incurred. | ||
Deferred Costs | Deferred Costs Capitalization of certain costs are recognized as an asset when the costs relate directly to a customer contract, generate or enhance resources of the Company that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenues in the period when the related revenue is recognized, except when such costs incurred are in excess of the amount expected to be recoverable, in which case they are expensed as incurred into cost of revenues. The recoverable amount equals to the amount of consideration that the entity expects to receive in the future and that the entity has received but has not recognized as revenue, in exchange for the goods or services to which the asset relates, less the costs that relate directly to providing those goods or services and that have not been recognized as expenses. | Deferred Costs Capitalization of certain costs are recognized as an asset when the costs relate directly to a customer contract, generate or enhance resources of the Company that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenues in the period when the related revenue is recognized, except when such costs incurred are in excess of the amount expected to be recoverable, in which case they are expensed as incurred into cost of revenues. The recoverable amount equals the amount of consideration that the entity expects to receive in the future and that the entity has received but has not recognized as revenue, in exchange for the goods or services to which the asset relates, less the costs that relate directly to providing those goods or services and that have not been recognized as expenses. | |
Cost of Revenues | Cost of Revenues Cost of revenues include materials, direct labor, allocated depreciation expense, and other direct and indirect costs related to revenue contracts. The costs are recognized as and when incurred during the period revenue is recognized. | Cost of Revenues Cost of revenues include materials, direct labor, allocated depreciation expense, and other direct and indirect costs related to revenue contracts. The costs are recognized as and when incurred during the period revenue is recognized. | |
Research and Development Costs | Research and Development Costs Research and development (“R&D”) costs mainly consist of salaries and benefits, including stock-based compensation expense and other related personnel costs, depreciation, contract services, materials and supplies, other expenses from outside contractors and suppliers plus an allocation of indirect costs. These costs relate to the conceptual formulation and design of preproduction experimental prototypes and models, including the cost of equipment and material for which there is no alternative future use. The Company capitalizes equipment related to its pilot line used in R&D as it determined that the equipment has alternative future uses in future R&D projects. R&D cost are expensed as incurred. | ||
Advertising Costs | Advertising Costs Advertising costs were $44 and $10 for the years ended December 31, 2021 and 2020, respectively, and have been expensed as incurred as selling, general and administrative expense within the statements of operations. | ||
Stock-Based Compensation | Stock-Based Compensation Prior to the formation and incorporation of the Company, qualified employees, directors, and contract workers participated in the Parent’s equity incentive plan, including stock option awards. For those employees, directors and contract workers who were transferred to the Company or continued to provide services to the Company and previously received awards under the Parent’s incentive plan, costs of those awards are recorded as stock-based compensation with a corresponding contribution from the Parent based on the grant date fair value of the awards. After incorporation, the Company established its new equity incentive plan separate from the original equity incentive plan from the Parent. Certain qualified employees, directors and contract workers of the Parent have received stock option awards of the Company. The cost of the stock-based compensation of these awards was recorded by the Company. The Company measures stock-based compensation expense for all stock-based payment awards based on the estimated fair value of the awards on the date of grant. The fair value of each employee stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recognizes compensation costs for all employee stock-based compensation awards on a straight-line basis over the period from the date of the grant to the date the award is fully vested. The Company has elected to account for forfeitures as they occur. The Company estimates the fair value of stock options granted using the Black Scholes option-pricing model. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend To the extent that future evidence regarding these variables is available and provides estimates that the Company determines are more indicative of actual trends, the Company may refine or change its approach to derive these input estimates. These changes could significantly impact the stock-based compensation expense recorded in the future. | Stock-Based Compensation Prior to the formation and incorporation of the Company, qualified employees, directors, and contract workers participated in the Parent’s equity incentive plan, including stock option awards. For those employees, directors and contract workers who were transferred to the Company or continued to provide services to the Company and received awards under the Parent’s incentive plan; costs of those awards are recorded as stock-based compensation with a corresponding contribution from the Parent based on the grant date fair value of the awards. After incorporation, the Company established its new equity incentive plan separate from the original equity incentive plan from the Parent. Certain qualified employees, directors and contract workers of the Parent have received stock option awards of the Company. The cost of the stock-based compensation of these awards was recorded by the Company. The Company measures stock-based compensation expense for all stock-based payment awards based on the estimated fair value of the awards on the date of grant. The fair value of each employee stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recognizes compensation costs for all employee stock-based compensation awards on a straight-line basis over the period from the date of hire or of the grant to the date the award is fully vested. The Company has elected to account for forfeitures as they occur. The Company estimates the fair value of stock options granted using the Black Scholes option-pricing model. Expected Term Expected Volatility— Risk-Free Interest Rate— Expected Dividend— To the extent that future evidence regarding these variables is available and provides estimates that the Company determines are more indicative of actual trends, the Company may refine or change its approach to derive these input estimates. These changes could significantly impact the stock-based compensation expense recorded in the future. | |
Accounting Pronouncements Not Yet Effective | Accounting Pronouncements Not Yet Effective In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses Targeted Transition Relief 2019-10”), 2016-13. ASU 2019-10 825-10 instrument-by-instrument ASU 2019-10 2019-10 disclosures. | Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02 , Leases Topic 842 2017-13, ASU 2018-10, 2018-11, 2018-20 2019-01 right-of-use January 1, 2022, with a cumulative impact to accumulative deficit of $154. The ROU assets will be adjusted per Topic 842 transition guidance for the existing deferred rent balance. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Targeted Transition Relief 2019-10”), 2016-13. ASU 2019-10 825-10 instrument-by-instrument ASU 2019-10 2019-10 In October 2021, the FASB issued ASU 2021-07, Compensation—Stock Compensation (Topic 718): Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards (“ASU 2021-07”). ASU 2021-07 | |
Unaudited Interim Condensed Financial Statements | Unaudited Interim Condensed Financial Statements The accompanying interim condensed balance sheet as of June 30, 2022, the interim condensed statements of operations, the interim condensed statements of stockholders’ equity, and the interim condensed six-month | ||
Kensington Capital Acquisition Corp. IV [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 . As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021. | ||
Cash and Restricted Cash | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair value measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including units and issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed non- The Class 1 Warrants and Private Placement Warrants were recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period, with changes in fair value recognized in earnings, until exercised or expiration. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The fair value of the Class 1 Warrants issued in connection with the Initial Public Offering were initially estimated using a Monte Carlo simulation model. For periods where no observable traded price is available, the fair value continues to be estimated using a Monte Carlo simulation. The fair value of the Private Placement Warrants is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current | Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including units comprising shares and warrants, issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed non-current | |
Working Capital Loan—Related Party | Working Capital Loan-Related Party The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings and losses. When an embedded derivative is bifurcated, the initial fair value of the embedded derivative generally creates a discount to the loan host instrument, which is subsequently amortized to interest expense over the life of the debt. Any bifurcated embedded derivative is presented combined with the loan host instrument in the accompanying condensed balance sheets. Working Capital Loans (as defined in Note 4) may be converted into warrants of the post Business Combination entity at a price of $0.50 per warrant, at the option of the holder. The warrants obtained from conversion will be identical to the Private Placement Warrants. The embedded conversion option is not clearly and closely related to the debt host instrument and was bifurcated from the loan host instrument, with a de minimis value, and classified on a combined basis with the loan host instrument in Working Capital Loan—related party in the accompanying condensed balance sheets. | ||
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current | Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering. Upon completion of the Proposed Public Offering, offering costs will be allocated to the separable financial instruments issued in the Proposed Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities will be charged to operations. Offering costs associated with the Class A ordinary shares will be charged to the carrying value of temporary equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 1, all of the 23,000,000 Class A ordinary shares sold as parts of the Units in the Initial Public Offering (or Public Shares) contain a redemption feature. In accordance with the ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Public Shares as temporary equity. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the Public Shares to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of the redeemable Public Shares resulted in charges against additional paid-in As of June 30, 2022 and March 31, 2022, the carrying values of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Fair value of Public Warrants at issuance (9,430,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (12,756,565 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 22,186,565 Class A ordinary shares subject to possible redemption, March 31, 2022 230,000,000 Less: Remeasurement of Class A ordinary shares subject to possible redemption amount (reduction of offering costs) (4,662 ) Plus: Reduction of offering costs allocated to Class A ordinary shares subject to possible redemption 4,662 Remeasurement of Class A ordinary shares subject to possible redemption amount 194,899 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 230,194,899 | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 or 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December 31, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 62,000,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Though the contingency was satisfied, the Company had net income (loss) for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from March 19, 2021 (inception) through June 30, 2021. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Period From For The Three Months Ended June 30 For The Six Months Ended 2022 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss), basic $ 2,016,703 $ 864,301 $ (10,102 ) $ 1,617,743 $ 1,007,426 $ (35,924 ) Allocation of net income (loss), diluted $ 2,016,703 $ 864,301 $ (10,102 ) $ 1,589,219 $ 1,035,950 $ (35,924 ) Denominator: Basic weighted average ordinary shares outstanding 23,000,000 9,857,142 8,571,428 15,121,547 9,416,732 7,582,417 Diluted weighted average ordinary shares outstanding 23,000,000 9,857,142 9,857,142 15,121,547 9,857,142 8,719,779 Basic net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.00 ) $ 0.11 $ 0.11 $ (0.00 ) Diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.00 ) $ 0.11 $ 0.11 $ (0.00 ) | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,285,714 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 4). As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | |
Recently Adopted Accounting Standards | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of Earnings Per Share Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Numerator: Net loss $ (7,032 ) (3,053 ) Denominator: Weighted average number of common shares outstanding 45,178,576 45,156,145 Basic and diluted net loss per common share $ (0.16 ) $ (0.07 ) | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31: 2021 2020 Numerator: Net loss $ (9,896 ) $ (7,418 ) Denominator: Weighted-average number of common shares outstanding 45,170,994 45,122,446 Basic and diluted net loss per common share $ (0.22 ) $ (0.16 ) |
Summary of Property and Equipment, Net | The useful lives of the property and equipment are as follow: Pilot production equipment 4-7 Lab equipment 4 years Computers and software 4 years Furniture and fixtures 5 years Leasehold improvements Lesser of their useful lives or the term of the lease | |
Kensington Capital Acquisition Corp. IV [Member] | ||
Summary of Class A Ordinary Shares Reflected on the Condensed Balance Sheets | As of June 30, 2022 and March 31, 2022, the carrying values of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Fair value of Public Warrants at issuance (9,430,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (12,756,565 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption amount 22,186,565 Class A ordinary shares subject to possible redemption, March 31, 2022 230,000,000 Less: Remeasurement of Class A ordinary shares subject to possible redemption amount (reduction of offering costs) (4,662 ) Plus: Reduction of offering costs allocated to Class A ordinary shares subject to possible redemption 4,662 Remeasurement of Class A ordinary shares subject to possible redemption amount 194,899 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 230,194,899 | |
Schedule of Earnings Per Share Basic and Diluted | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Period From For The Three Months Ended June 30 For The Six Months Ended 2022 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss), basic $ 2,016,703 $ 864,301 $ (10,102 ) $ 1,617,743 $ 1,007,426 $ (35,924 ) Allocation of net income (loss), diluted $ 2,016,703 $ 864,301 $ (10,102 ) $ 1,589,219 $ 1,035,950 $ (35,924 ) Denominator: Basic weighted average ordinary shares outstanding 23,000,000 9,857,142 8,571,428 15,121,547 9,416,732 7,582,417 Diluted weighted average ordinary shares outstanding 23,000,000 9,857,142 9,857,142 15,121,547 9,857,142 8,719,779 Basic net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.00 ) $ 0.11 $ 0.11 $ (0.00 ) Diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.00 ) $ 0.11 $ 0.11 $ (0.00 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Abstract] | ||
Schedule of Change in Contract with Customer Contract Liability | The following table reflects the changes in the Company’s contract liabilities, which is classified as deferred revenue: June 30, December 31, Deferred revenue, beginning of period $ 2,864 $ 1,661 Unconditional rights to invoice but not yet recognized 671 1,770 Revenue recognized from prior period deferred (1,425 ) (567 ) Deferred revenue, end of period $ 2,110 $ 2,864 | The following table reflects the changes in the Company’s contract liabilities, which is classified as deferred revenue, as of December 31: 2021 2020 Deferred revenue, beginning of period $ 1,661 $ 1,591 Unconditional rights to invoice but not yet 1,770 1,076 Revenue recognized from prior period deferred (567 ) (1,006 ) Deferred revenue, end of period $ 2,864 $ 1,661 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Kensington Capital Acquisition Corp I V [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Condensed Statement of Income Captions [Line Items] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of June 30, 2022, by level within the fair value hierarchy: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account-U.S. $ 230,291,764 $ — $ — Liabilities: Derivative warrant liabilities-Class 1 Warrants $ 6,670,000 $ — $ — Derivative warrant liabilities-Private Placement Warrants $ — $ — $ 4,640,000 (1) Excludes $3,135 of cash balance held within the Trust Account |
Summary of Fair Value Measurements Inputs | significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the embedded feature. The embedded conversion option is not clearly and closely related to the debt host instrument and was bifurcated from the loan host instrument, with a de minimis value, and classified on a combined basis with the loan host instrument in Working Capital Loan—related party in the accompanying condensed balance sheets. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the outstanding warrants at their measurement dates: As of June 30, 2022 As of March 4, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 9.32 $ 9.18 Term (years) 5.6 6.0 Volatility 5.1 % 8.9 % Risk-free rate 3.02 % 1.87 % Dividend yield 0.0 % 0.0 % |
Summary of change in the fair value of the derivative liabilities | The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the three and six months ended June 30, 2022, is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ — Issuance of Class 1 Warrants and Private Warrants - Level 3 15,990,000 Change in fair value of derivative warrant liabilities (390,000 ) Derivative warrant liabilities at March 31, 2022 15,600,000 Transfer of Class 1 Warrants to Level 1 (9,200,000 ) Change in fair value of derivative warrant liabilities (1,760,000 ) Derivative warrant liabilities at June 30, 2022 $ 4,640,000 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Current | Inventory balances were comprised of the following: June 30, December 31, Raw materials $ 154 $ 231 Work in process 78 14 Finished goods 97 255 $ 329 $ 500 | Inventory balances were comprised of the following as of December 31: 2021 2020 Raw material $ 231 $ 245 Work in process 14 23 Finished goods 255 249 $ 500 $ 517 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following: June 30, December 31, Pilot production equipment $ 4,186 $ 4,041 Lab equipment 2,292 2,287 Leasehold improvements 3,439 3,439 Computers and software 21 157 Furniture and fixtures 85 85 Vehicles 89 — 10,112 10,009 Less: accumulated depreciation and amortization (6,460 ) (5,799 ) Property and equipment, net $ 3,652 $ 4,210 | Property and equipment, net consisted of the following as of December 31: 2021 2020 Pilot production equipment $ 4,041 $ 2,178 Lab equipment 2,287 2,313 Leasehold improvements 3,439 3,437 Construction in progress — 1,550 Computers and software 157 152 Furniture and fixtures 85 85 10,009 9,715 Less: accumulated depreciation and amortization (5,799 ) (4,464 ) Total property and equipment, net $ 4,210 $ 5,251 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: June 30, December 31, Payroll accruals $ 1,036 $ 1,066 Offering costs 534 — Accrued professional fees 221 18 Accrued expenses 70 45 Deferred rent — 87 Other accrued liabilities 46 78 $ 1,907 $ 1,294 | Accrued liabilities consisted of the following as of December 31: 2021 2020 Payroll accrued $ 1,066 $ 420 Accrued expenses 63 247 Deferred rent 87 87 Other accrued liabilities 78 51 $ 1,294 $ 805 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted net loss per share | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Numerator: Net loss $ (7,032 ) (3,053 ) Denominator: Weighted average number of common shares outstanding 45,178,576 45,156,145 Basic and diluted net loss per common share $ (0.16 ) $ (0.07 ) | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31: 2021 2020 Numerator: Net loss $ (9,896 ) $ (7,418 ) Denominator: Weighted-average number of common shares outstanding 45,170,994 45,122,446 Basic and diluted net loss per common share $ (0.22 ) $ (0.16 ) |
Schedule of the outstanding shares of potentially dilutive securities | The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Stock options 9,681,599 6,352,338 | The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the years ended December 31: 2021 2020 Stock options $ 7,124,724 $ 3,936,500 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of lessee, operating lease, liability, maturity | The future minimum lease commitments as of December 31, 2021 are as follows: Year ending December 31: 2022 $ 525 2023 540 2024 276 $ 1,341 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Stock-Based Compensation Expense Recognized | The table below shows stock-based compensation expense recognized for both the 2008 and 2016 Plans in the statements of operations for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Cost of revenues $ 232 $ 164 Research and development 13 4 Sales, general and administrative 1,101 211 $ 1,346 $ 379 | The table below shows stock-based compensation expense recognized from both the 2008 Plan and 2016 Plan in the statements of operations for the years ended December 31: 2021 2020 Cost of revenues $ 693 $ 27 Research and development 233 7 Sales, general and administrative 1,547 48 $ 2,473 $ 82 |
Summary of Weighted-Average Assumptions for Options Granted | The weighted-average assumptions for options granted to calculate the grant date fair value of grants issued under the 2008 Plan were as follows for the years ended December 31: 2021 2020 Dividend yield — — Expected volatility 52.18 % 50.27 % Expected term (in years) 5.01 5.75 Risk-free rate 1.19 % 0.14 % 2021 Dividend yield — Expected volatility 51.75 % Expected term (in years) 5.92 Risk-free rate 1.07 % | |
2008 Stock Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Option Activity | A summary of option activity under the 2008 Plan for the six months ended June 30, 2022 is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2022 375,546 10,056,990 $ 1.49 6.53 $ 10,995 Options granted — — — — — Options exercised — — — — — Options expired — — — — — Balance as of June 30, 2022 375,546 10,056,990 $ 1.49 6.05 $ 22,071 Options vested and exercisable as of June 30, 2022 9,726,942 $ 1.48 5.97 $ 21,519 Options vested and expected to vest as of June 30, 2022 10,056,990 $ 1.49 6.05 $ 22,071 | A summary of option activity under the 2008 Plan for the years ended December 31, 2021 and 2020 and is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2020 1,927,978 8,558,849 $ 0.48 3.82 $ 11,137 Options granted (1,393,713 ) 1,393,713 1.73 — — Options exercised — (3,000 ) 0.03 — 1 Options expired 1,475,713 (1,475,713 ) 0.10 — — Balance as of December 31, 2020 2,009,978 8,473,849 0.75 4.52 14,068 Options granted (3,609,610 ) 3,609,610 2.43 — — Options exercised — (51,291 ) 0.28 — 28 Options expired 1,975,178 (1,975,178 ) 0.28 — — Balance as of December 31, 2021 375,546 10,056,990 $ 1.49 6.53 $ 10,995 Options vested and exercisable as of December 31, 2021 9,327,678 $ 1.46 6.35 $ 10,401 Options vested and expected to vest as of December 31, 2021 10,056,990 $ 1.49 6.53 $ 10,995 |
Summary of Weighted-Average Assumptions for Options Granted | The weighted-average assumptions for options granted under the 2008 Plan were as follows for the six months ended June 30, 2021: Six Months 2021 Dividend yield — Expected volatility 52.52 % Expected term (years) 6.25 Risk free interest rate 1.17 % | |
2016 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Option Activity | A summary of option activity under the 2016 Plan for the six months ended June 30, 2022 is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2022 3,949,131 7,124,724 $ 1.24 5.86 $ 16,208 Options granted (2,571,875 ) 2,571,875 3.79 — — Options exercised — (3,125 ) 2.58 — — Options expired 11,875 (11,875 ) 2.58 — — Balance as of June 30, 2022 1,389,131 9,681,599 $ 1.92 6.54 $ 26,572 Options vested and exercisable as of June 30, 2022 4,843,690 $ 0.64 3.66 $ 19,464 Options vested and expected to vest as of June 30, 2022 9,681,599 $ 1.92 6.54 $ 26,572 | A summary of option activity under the 2016 Plan for the years ended December 31, 2021 and 2020 is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2020 772,355 4,121,500 $ 0.14 4.90 $ 2,104 Options granted — — — — — Options exercised — (50,000 ) .07 — 29 Options expired 135,000 (135,000 ) .51 — — Balance as of December 31, 2020 907,355 3,936,500 0.13 3.79 9,654 Shares Authorized 6,250,000 — — — — Options granted (3,233,224 ) 3,233,224 2.58 — — Options exercised — (20,000 ) 0.07 — 54 Options expired 25,000 (25,000 ) 0.30 — — Balance as of December 31, 2021 3,949,131 7,124,724 $ 1.24 5.86 $ 16,208 Options vested and exercisable as of December 31, 2021 4,360,819 $ 0.41 3.56 $ 13,542 Options vested and expected to vest as of December 31, 2021 7,124,724 $ 1.24 5.86 $ 16,208 |
Summary of Weighted-Average Assumptions for Options Granted | The weighted-average assumptions for options granted under the 2016 Plan were as follows for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Dividend yield — — Expected volatility $ 59.16 % 51.81 % Expected term (in years) 6.17 5.91 Risk-free rate 2.70 % 1.07 % |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future maturing operating lease payments as of June 30, 2022 are as follows: Amount Year Ending December 31: 2022 (remaining six months) $ 264 2023 540 2024 565 2025 586 2026 604 2027 and thereafter 1,588 Total future minimum lease payments 4,147 Less: interest (981 ) Present value of future minimum lease payments under operating lease liabilities $ 3,166 |
Schedule Of Operating Lease Disclosure | Operating lease disclosures for the Company’s single operating lease are as follows: June 30, Remaining lease term under operating ROU leases (in years) 7.0 Discount rate for operating lease liabilities 7.9 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before income taxes for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 U.S. $ (9,896 ) $ (7,623 ) |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows for the years ended December 31: 2021 2020 Statutory rate 21.00 % 21.00 % State tax 7.14 % 7.33 % Tax credits 0.40 % 0.44 % Valuation allowance (27.48 %) (28.41 %) Other (1.06 %) (0.36 %) 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred taxes were as follows as of December 31: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 17,646 $ 16,296 Accruals, reserves and others 757 198 Tax credits 1,900 1,807 Capitalized R&D 479 — Total deferred tax assets 20,782 18,301 Deferred tax liabilities: Property and equipment (85 ) (323 ) Total deferred tax liabilities (85 ) (323 ) Less: valuation allowance 20,697 17,978 Net deferred taxes $ — $ — |
Schedule Of Operating Loss Carry forwards And Tax Credit Carry forward | Net operating losses and tax credit carryforwards were as follows as of December 31, 2021: Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 24,759 Do Not Expire Net operating losses, federal (Pre January 1, 2018) $ 38,999 2028-2037 Net operating losses, state $ 60,962 2029-2041 Tax credits, federal $ 1,396 2034-2041 Tax credits, state $ 1,440 N/A |
Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: January 1, 2020 $ 648 Additions based on tax positions related to 2020 26 Additions for tax positions of prior years — December 31, 2020 674 Additions based on tax positions related to 2021 35 Additions for tax positions of prior years — December 31, 2021 $ 709 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Components of the Capital Contributions | The components of the capital contributions from the Parent for the six months period ended June 30, 2022 and 2021 are as follows: Six Months Ended June 30, 2022 2021 Stock-based compensation $ 246 $ 79 Corporation allocated service excluding stock-based compensation 429 169 General cash financing activity 76 4,826 Total capital contributions from Parent $ 751 $ 5,074 |
Description of Organization, _2
Description of Organization, Business Operations and Liquidation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Mar. 04, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 17, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Cash | $ 5,243,000 | $ 11,489,000 | $ 52,000 | $ 2,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Share price | $ 10 | ||||||||||
Proceeds from issuance of IPO | $ 230,000,000 | ||||||||||
Deferred underwriting commissions noncurrent | 8,050,000 | $ 7,000,000 | |||||||||
Proceeds from issuance of private placement | 8,000,000 | ||||||||||
Payment to acquire restricted investments | $ 230,000,000 | ||||||||||
Restricted investments term | 185 days | ||||||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | 100% | |||||||||
Lock in period for redemption of public shares after closing of IPO | 24 months | 24 months | |||||||||
Dissolution expense | $ 100,000 | $ 100,000 | |||||||||
Minimum share price of the residual assets remaining available for distributio | $ 10 | $ 10 | |||||||||
Cash | $ 1,966,389 | $ 77,151 | |||||||||
Working capital (deficit) | 1,000,000 | 342,000 | |||||||||
Stock issued during period, value, issued for services | $ 25,000 | 25,000 | [1] | ||||||||
Working Capital Loan [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Due to related parties current | $ 200,000 | $ 0 | |||||||||
Sponsor [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Mimimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10 | $ 10 | |||||||||
Minimum [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Percentage of fair market value of target business to asset held in trust account | 80% | 80% | |||||||||
Post transaction ownership percentage of the target business | 50% | 50% | |||||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | $ 5,000,001 | |||||||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | 15% | |||||||||
Maximum [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Share price | $ 10 | ||||||||||
Private Placement Warrants [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Class of warrants and rights issued during the period | 16,000,000 | 14,800,000 | |||||||||
Class of warrants and rights issued, price per warrant | $ 0.5 | $ 0.5 | |||||||||
Proceeds from issuance of private placement | $ 8,000,000 | ||||||||||
Class One Redeemable Warrants [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Shares issuable | 1 | 1 | |||||||||
Class Two Redeemable Warrants [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Shares issuable | 1 | 1 | |||||||||
Public Warrants [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Exercise price of warrant | $ 11.5 | 11.5 | $ 11.5 | $ 11.5 | |||||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | |||||||||
Expiration term to Sell Warrants after the completion of initial Business Combination or earlier upon redemption or liquidation | 5 years | ||||||||||
Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Stock issued during period shares | 20,000,000 | ||||||||||
Proceeds from issuance of IPO | $ 230,000,000 | ||||||||||
Shares issuable | 1 | 1 | |||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | $ 0.0001 | |||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Shares issuable | 1 | ||||||||||
Exercise price of warrant | $ 11.5 | ||||||||||
Common Class A [Member] | Public Warrants [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Shares issuable | 1 | ||||||||||
Common Class B [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | 0.0001 | |||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||
Shares issued, price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Public Shares [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Share price | $ 10 | $ 10 | |||||||||
IPO [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Stock issued during period shares | 20,000,000 | ||||||||||
Share price | $ 10 | ||||||||||
Offering cost | $ 13,300,000 | ||||||||||
Deferred underwriting commissions noncurrent | $ 8,100,000 | ||||||||||
Payment to acquire restricted investments | $ 230,000,000 | ||||||||||
Shares issued, price per share | $ 10 | ||||||||||
IPO [Member] | Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Stock issued during period shares | 23,000,000 | 23,000,000 | |||||||||
Share price | $ 10 | ||||||||||
Proceeds from issuance of IPO | $ 230,000,000 | ||||||||||
Over-Allotment Option [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Stock issued during period shares | 23,000,000 | ||||||||||
Class of warrants and rights issued during the period | 16,000,000 | ||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Class of warrants and rights issued during the period | 14,800,000 | 16,000,000 | |||||||||
Over-Allotment Option [Member] | Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Stock issued during period shares | 3,000,000 | ||||||||||
[1]This number excludes an aggregate of up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Reflected on the Condensed Balance Sheets (Detail) - Kensington Capital Acquisition Corp. IV [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Gross proceeds | $ 230,000,000 | ||
Fair value of Public Warrants at issuance | $ (4,290,000) | (4,680,000) | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | 4,662 | ||
Remeasurement of Class A ordinary shares subject to possible redemption amount | $ 22,186,565 | ||
Remeasurement of Class A ordinary shares subject to possible redemption amount | 194,899 | ||
Class A ordinary shares subject to possible redemption | 230,194,899 | 230,194,899 | |
Common Class A [Member] | |||
Gross proceeds | 230,000,000 | ||
Fair value of Public Warrants at issuance | (9,430,000) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | 4,662 | (12,756,565) | |
Remeasurement of Class A ordinary shares subject to possible redemption amount | 22,186,565 | ||
Remeasurement of Class A ordinary shares subject to possible redemption amount | 194,899 | ||
Class A ordinary shares subject to possible redemption | $ 230,194,899 | $ 230,000,000 | $ 230,194,899 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Class of Stock [Line Items] | ||||||||||
Basic weighted average ordinary shares outstanding | 45,178,576 | 45,156,145 | 45,170,994 | 45,122,446 | ||||||
Diluted weighted average ordinary shares outstanding | 45,178,576 | 45,156,145 | 45,170,994 | 45,122,446 | ||||||
Basic and diluted net loss per ordinary share | $ (0.16) | $ (0.16) | $ (0.07) | $ (0.22) | $ (0.16) | |||||
Diluted net income (loss) per ordinary share | $ (0.16) | $ (0.16) | $ (0.07) | $ (0.22) | $ (0.16) | |||||
Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Allocation of net income (loss), basic | $ 2,016,703 | $ 1,617,743 | ||||||||
Allocation of net income (loss), diluted | $ 2,016,703 | $ 1,589,219 | ||||||||
Basic weighted average ordinary shares outstanding | 23,000,000 | 15,121,547 | ||||||||
Diluted weighted average ordinary shares outstanding | 23,000,000 | 15,121,547 | ||||||||
Basic and diluted net loss per ordinary share | $ 0.09 | $ 0.11 | ||||||||
Diluted net income (loss) per ordinary share | $ 0.09 | $ 0.11 | ||||||||
Common Class B [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Allocation of net income (loss), basic | $ 864,301 | $ (35,924) | $ (10,102) | $ 1,007,426 | ||||||
Allocation of net income (loss), diluted | $ 864,301 | $ (35,924) | $ (10,102) | $ 1,035,950 | ||||||
Basic weighted average ordinary shares outstanding | 9,857,142 | 7,582,417 | 8,571,428 | 9,416,732 | 8,571,428 | [1] | ||||
Diluted weighted average ordinary shares outstanding | 9,857,142 | 8,719,779 | 9,857,142 | 9,857,142 | 8,571,428 | [1] | ||||
Basic and diluted net loss per ordinary share | $ 0.09 | $ 0 | $ 0 | $ 0.11 | $ (0.01) | |||||
Diluted net income (loss) per ordinary share | $ 0.09 | $ 0 | $ 0 | $ 0.11 | $ (0.01) | |||||
[1]This number excludes an aggregate of up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Property and Equipment, Net (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Pilot Production Equipment [Member] | Maximum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Pilot Production Equipment [Member] | Minimum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Laboratory Equipment [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Computer Equipment [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Furniture and Fixtures [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leaseholds and Leasehold Improvements [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of their useful lives or the term of the lease |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 04, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Line Items] | ||||||||
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Cash equivalents | 333,000 | |||||||
Unrecognized tax benefits | 709,000 | 709,000 | 674,000 | $ 648,000 | ||||
Accrued for interest and penalties | 0 | 0 | 0 | |||||
Estimate of incremental compensation expenses | 16,000 | $ 1,740,000 | 3,479,000 | 895,000 | ||||
Proceeds from capital contribution | 16,200,000 | 16,200,000 | ||||||
Allowance for doubtful debts on accounts receivable current | 0 | 0 | 0 | |||||
Write down of inventory | 74,000 | $ 84,000 | 75,000 | 58,000 | ||||
Impairment of long lived assets held for use | 0 | 0 | ||||||
Product warranty liability current | 0 | 0 | 0 | 0 | ||||
Restricted cash, noncurrent | 333,000 | 0 | 0 | |||||
Operating Lease Liability | $ 3,256,000 | 1,341,000 | 1,341,000 | $ 3,256,000 | ||||
Operating Lease Discount Rate Percent | 7.90% | |||||||
Operating Lease Right Of Use Asset | $ 3,059,000 | 3,059,000 | 3,059,000 | |||||
Increase Decrease In Prepaid Rent | 43,000 | |||||||
Retained earnings accumulated deficit | (82,586,000) | (75,401,000) | (75,401,000) | (65,505,000) | ||||
Increase Decrease In Deferred Rent | 240,000 | |||||||
New lease accounting standard [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Retained earnings accumulated deficit | $ 154,000 | |||||||
Selling, General and Administrative Expenses [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Advertising costs | $ 44,000 | $ 10,000 | ||||||
Minimum [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Accounts receivable credit period | 30 days | 30 days | ||||||
Maximum [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Accounts receivable credit period | 60 days | 60 days | ||||||
Major Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 30% | 52% | 56% | 49% | ||||
Major Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 55% | 25% | 86% | |||||
Major Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 24% | 33% | 24% | 36% | ||||
Major Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 19% | 19% | 14% | |||||
Major Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 16% | 10% | ||||||
Major Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 19% | |||||||
Major Customer Four [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 14% | |||||||
Major Customer Four [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 18% | |||||||
Major Customer Five [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 15% | |||||||
Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
FDIC insured amount | $ 250,000 | 250,000 | $ 250,000 | |||||
Cash equivalents | $ 0 | 0 | 0 | |||||
Restricted investments term | 185 days | |||||||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | 0 | ||||
Accrued for interest and penalties | 0 | 0 | 0 | |||||
Retained earnings accumulated deficit | $ (18,346,930) | $ (59,311) | $ (59,311) | |||||
Warrant [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 62,000,000 | |||||||
Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Stock issued during period shares | 20,000,000 | |||||||
Common Class B [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Weighted average number of shares common stock subject to repurchase or cancellation | 1,285,714 | |||||||
IPO [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Stock issued during period shares | 20,000,000 | |||||||
IPO [Member] | Common Class A [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Stock issued during period shares | 23,000,000 | 23,000,000 | ||||||
Working Capital Loan [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Debt instrument conversion price | $ 0.5 | $ 0.5 | ||||||
US Government Securities [Member] | Kensington Capital Acquisition Corp. IV [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Restricted investments term | 185 days |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Change in Contract with Customer Contract Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Contract with Customer, Liability [Abstract] | |||
Deferred revenue, beginning of period | $ 2,864 | $ 1,661 | $ 1,591 |
Unconditional rights to invoice but not yet | 671 | 1,770 | 1,076 |
Revenue recognized from prior period deferred | (1,425) | (567) | (1,006) |
Deferred revenue, end of period | $ 2,110 | $ 2,864 | $ 1,661 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Contract assets | $ 0 | $ 0 | $ 0 | ||
Contract with customer accounts receivable | 490 | 262 | 348 | ||
Deferred revenue balance | 2,110 | 2,864 | 1,661 | $ 1,591 | |
Deferred revenue, noncurrent | 404 | 501 | 1,545 | ||
Revenue, remaining performance obligation, amount | 3,331 | 4,321 | |||
Capitalized contract cost, amortization | 1,252 | $ 211 | 238 | 429 | |
Capitalized contract cost, net | 1,703 | 1,910 | 455 | ||
Bill and HoldArrangements [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract with customer, performance obligation satisfied in previous period | 329 | $ 400 | 670 | 409 | |
Customized Design Services [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract with customer, performance obligation satisfied in previous period | 1,621 | 3,956 | |||
Battery Shipment [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract with customer, performance obligation satisfied in previous period | 1,151 | $ 723 | |||
Revenue Remaining Performance Obligation Expected Period of Recognization Year One [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue, remaining performance obligation, amount | 1,650 | 3,277 | |||
Revenue Remaining Performance Obligation Expected Period of Recognization Year Two to Five [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 1,681 | $ 1,044 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - Kensington Capital Acquisition Corp I V [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 04, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 17, 2021 | |
Share price | $ 10 | ||||
Proceeds received from initial public offering, gross | $ 230,000,000 | ||||
Deferred underwriting commissions noncurrent | $ 8,050,000 | $ 7,000,000 | |||
Public Warrants [Member] | |||||
Exercise price of warrant | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | |
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | |||
Class One Redeemable Warrants [Member] | |||||
Shares issuable | 1 | 1 | |||
Class Two Redeemable Warrants [Member] | |||||
Shares issuable | 1 | 1 | |||
Common Class A [Member] | |||||
Stock issued during period shares | 20,000,000 | ||||
Proceeds received from initial public offering, gross | $ 230,000,000 | ||||
Shares issuable | 1 | 1 | |||
Common Class A [Member] | Public Warrants [Member] | |||||
Shares issuable | 1 | ||||
IPO [Member] | |||||
Stock issued during period shares | 20,000,000 | ||||
Share price | $ 10 | ||||
Offering cost | $ 13,300,000 | ||||
Deferred underwriting commissions noncurrent | $ 8,100,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Stock issued during period shares | 23,000,000 | 23,000,000 | |||
Share price | $ 10 | ||||
Proceeds received from initial public offering, gross | $ 230,000,000 | ||||
Over-Allotment Option [Member] | |||||
Stock issued during period shares | 23,000,000 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Stock issued during period shares | 3,000,000 | ||||
Over-Allotment Option [Member] | Common Stock [Member] | |||||
Option Vesting Period | 45 days | ||||
Common Stock Shares Subscribed But Unissued | 3,000,000 | ||||
Proceeds From Issuance Of Common Stock | $ 32,675,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 04, 2022 | Nov. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 24, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transactions [Line Items] | |||||||||||||
Services costs | $ 672,000 | $ 240,000 | $ 1,363,000 | $ 399,000 | |||||||||
Related party costs related to stock compensation | 243,000 | 71,000 | 967,000 | ||||||||||
Capital contributions | 751,000 | 5,075,000 | 21,584,000 | 4,866,000 | |||||||||
Contributed capital from the Parent | 505,000 | 4,995,000 | 20,111,000 | 4,826,000 | |||||||||
Contribution from the Parent related to stock-based compensation | 246,000 | 79,000 | 1,473,000 | 40,000 | |||||||||
Total capital contributions | 88,760,000 | 71,499,000 | 88,009,000 | 66,425,000 | |||||||||
Outstanding payables balance from affiliate subsidiaries | $ 18,000 | 18,000 | 0 | ||||||||||
Capital contributions in the form of cash, services and asset and liability transfers | 505,000 | 4,995,000 | |||||||||||
Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | 25,000 | [1] | ||||||||||
Proceeds from issuance of private placement | 8,000,000 | ||||||||||||
Proceeds from related party debt | 200,000 | ||||||||||||
Accrued liabilities | $ 0 | $ 0 | 0 | 0 | |||||||||
Working Capital Loan [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Debt instrument convertible into warrants | $ 2,000,000 | ||||||||||||
Debt instrument conversion price | $ 0.5 | $ 0.5 | $ 0.5 | ||||||||||
Due to related parties current | $ 200,000 | $ 200,000 | $ 0 | $ 0 | |||||||||
Private Placement Warrants [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Class of warrants and rights issued during the period | 16,000,000 | 14,800,000 | |||||||||||
Class of warrants and rights issued, price per warrant | $ 0.5 | $ 0.5 | |||||||||||
Proceeds from issuance of private placement | $ 8,000,000 | ||||||||||||
Underwriters [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Proceeds from issuance of private placement | $ 7,400,000 | ||||||||||||
IPO [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Shares issued, price per share | $ 10 | $ 10 | |||||||||||
Over-Allotment Option [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Class of warrants and rights issued during the period | 16,000,000 | ||||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Class of warrants and rights issued during the period | 14,800,000 | 16,000,000 | |||||||||||
Common Class A [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Temporary equity shares outstanding | 23,000,000 | 23,000,000 | 0 | 0 | |||||||||
Shares issuable | 1 | 1 | 1 | ||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Shares issuable | 1 | ||||||||||||
Exercise price of warrant | $ 11.5 | ||||||||||||
Common Class A [Member] | IPO [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Common stock, threshold percentage on conversion of shares | 30% | 30% | 30% | 30% | |||||||||
Common Class B [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,285,714 | ||||||||||||
Founder Shares [Member] | IPO [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Common stock, threshold percentage on conversion of shares | 30% | 30% | 30% | 30% | 30% | ||||||||
Sponsor [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Related party transaction, amounts of transaction | $ 60,000 | $ 80,000 | |||||||||||
Sponsor [Member] | Office Space, Administrative and Support Services [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Related party transaction, amounts of transaction | $ 20,000 | $ 20,000 | |||||||||||
Sponsor [Member] | Promissory Note [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Debt instrument, face amount | $ 300,000 | ||||||||||||
Debt instrument interest rate | 0% | ||||||||||||
Proceeds from related party debt | $ 200,000 | ||||||||||||
Sponsor [Member] | Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Share transfer, trigger price price per share | $ 12 | $ 12 | $ 12 | $ 12 | |||||||||
Number of consecutive trading days for determining share price | 20 days | 20 days | |||||||||||
Number of trading days for determining share price | 30 days | 30 days | |||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | 150 days | |||||||||||
Sponsor [Member] | Founder Shares [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Temporary equity shares outstanding | 1,285,714 | ||||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,285,714 | 1,285,714 | 1,285,714 | ||||||||||
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||
Stock issued during period, shares, issued for services | 9,857,142 | 9,857,142 | |||||||||||
Shares issued, price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Temporary equity shares outstanding | 9,857,142 | 9,857,142 | 9,857,142 | 9,857,142 | 9,857,142 | ||||||||
Affiliated Entity [Member] | |||||||||||||
Related Party Transactions [Line Items] | |||||||||||||
Cost of revenues | $ 86,000 | $ 75,000 | $ 264,000 | $ 447,000 | |||||||||
[1]This number excludes an aggregate of up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Related Party Transactions - Su
Related Party Transactions - Summary of Components of the Capital Contributions (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Stock-based compensation | $ 246 | $ 79 |
Corporation allocated service excluding stock-based compensation | 429 | 169 |
General cash financing activity | 76 | 4,826 |
Total capital contributions from Parent | $ 751 | $ 5,074 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic Tax Authority [Member] | ||
Schedule Of Income Before Income Tax Domestic And Foreign [Line Items] | ||
U.S. | $ (9,896) | $ (7,623) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21% | 21% |
State tax | 7.14% | 7.33% |
Tax credits | 0.40% | 0.44% |
Valuation allowance | (27.48%) | (28.41%) |
Other | (1.06%) | (0.36%) |
Total | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 17,646 | $ 16,296 |
Accruals, reserves and others | 757 | 198 |
Tax credits | 1,900 | 1,807 |
Capitalized R&D | 479 | 0 |
Total deferred tax assets | 20,782 | 18,301 |
Deferred tax liabilities: | ||
Property and equipment | (85) | (323) |
Total deferred tax liabilities | (85) | (323) |
Less: valuation allowance | 20,697 | 17,978 |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Summary Of Opera
Income Taxes - Summary Of Operating Loss Carry forwards And Tax Credit Carry forward (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Domestic Tax Authority [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, amount | $ 1,396 | |
Domestic Tax Authority [Member] | Minimum [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Tax Credit Carry forward, Expiration Year | 2034 | |
Domestic Tax Authority [Member] | Maximum [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Tax Credit Carry forward, Expiration Year | 2041 | |
Domestic Tax Authority [Member] | Post December 31, 2017 | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | $ 24,759 | |
Operating Loss Carry forwards, Description of Expiration | Do Not Expire | |
Domestic Tax Authority [Member] | Pre January 1, 2018 | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | $ 38,999 | |
Domestic Tax Authority [Member] | Pre January 1, 2018 | Minimum [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Operating Loss Carry forwards, Expiration Year | 2028 | |
Domestic Tax Authority [Member] | Pre January 1, 2018 | Maximum [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Operating Loss Carry forwards, Expiration Year | 2037 | |
State and Local Jurisdiction [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | 60,962 | |
Tax credit carryforward, amount | $ 1,440 | |
State and Local Jurisdiction [Member] | Minimum [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Operating Loss Carry forwards, Expiration Year | 2029 | |
State and Local Jurisdiction [Member] | Maximum [Member] | ||
Summary Of Operating Loss Carryforwards And Tax Credit Carryforward [Line Items] | ||
Operating Loss Carry forwards, Expiration Year | 2041 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance | $ 674 | $ 648 |
Additions based on tax positions | 35 | 26 |
Additions for tax positions of prior years | 0 | 0 |
Balance | $ 709 | $ 674 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
Deferred tax assets, Valuation allowance | 20,697 | 17,978 | |
Change in valuation allowance | 2,719 | 2,165 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | ||
Unrecognized tax benefits, Income tax penalties and Interest accrued | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease, Average monthly fee payments | $ 42,000 | $ 42,000 | $ 42,000 | |
Lease Expiration Date | Jun. 30, 2024 | Jun. 30, 2024 | ||
Lease, Option to Extend | 60 | 60 months | ||
Kensington Capital Acquisition Corp I V [Member] | ||||
Underwriting discount paid per unit | $ 0.2 | $ 0.2 | ||
Underwriting expense paid | $ 4,600,000 | $ 4,000,000 | ||
Deferred underwriting commission per unit | $ 0.35 | $ 0.35 | ||
Deferred underwriting commissions noncurrent | $ 8,050,000 | $ 7,000,000 | $ 7,000,000 | |
Letter of Credit [Member] | ||||
Line of Credit Facility, Expiration Date | Feb. 01, 2023 | |||
Line of Credit Facility, Expiration Period | 12 months | |||
Underwriters [Member] | Over-Allotment Option [Member] | Kensington Capital Acquisition Corp I V [Member] | ||||
Underwriting expense paid | 4,600,000 | |||
Deferred underwriting commissions noncurrent | $ 8,100,000 | $ 8,100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of lessee, operating lease, liability, maturity (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2022 | $ 525 | ||
2023 | 540 | ||
2024 | 276 | ||
Total | $ 3,256 | $ 3,256 | $ 1,341 |
Redeemable Class A Ordinary S_2
Redeemable Class A Ordinary Shares and Shareholders' Deficit - Additional Information (Detail) - $ / shares | 6 Months Ended | 9 Months Ended | |||
Nov. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 04, 2022 | Dec. 31, 2020 | |
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 50,000,000 | ||
Common stock, shares, issued | 45,179,270 | 45,176,145 | 45,156,145 | ||
Common stock, shares, outstanding | 45,179,270 | 45,176,145 | 45,156,145 | ||
Kensington Capital Acquisition Corp I V [Member] | |||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares, outstanding | 0 | ||||
Founder Shares [Member] | IPO [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||
Common stock, threshold percentage on conversion of shares | 30% | 30% | 30% | ||
Founder Shares [Member] | Sponsor [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||
Temporary equity shares outstanding | 1,285,714 | ||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,285,714 | 1,285,714 | 1,285,714 | ||
Common Class A [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, shares, issued | 0 | 0 | |||
Common stock, shares, outstanding | 0 | 0 | |||
Temporary equity shares issued | 23,000,000 | ||||
Temporary equity shares outstanding | 23,000,000 | 0 | |||
Common Class A [Member] | IPO [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||
Common stock, threshold percentage on conversion of shares | 30% | 30% | |||
Common Class B [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, shares, issued | 9,857,142 | 9,857,142 | |||
Common stock, shares, outstanding | 9,857,142 | 9,857,142 | |||
Shares issued, shares, share-based payment arrangement, forfeited | 1,285,714 | ||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | Kensington Capital Acquisition Corp I V [Member] | |||||
Temporary equity shares outstanding | 9,857,142 | 9,857,142 | 9,857,142 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - Kensington Capital Acquisition Corp I V [Member] - $ / shares | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Mar. 04, 2022 | Aug. 17, 2021 | |
Warrants [Line Items] | ||||
Number of warrants or rights outstanding | 0 | |||
Share price | $ 10 | |||
Lock in period for transferable assignable or salable of warrants after the completion of a business combination | 30 days | |||
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | ||||
Warrants [Line Items] | ||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115% | 115% | ||
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | Common Class A [Member] | ||||
Warrants [Line Items] | ||||
Exercise price of warrant | $ 9.2 | $ 9.2 | ||
Share redemption trigger price | $ 9.2 | $ 9.2 | ||
Minimum percentage gross proceeds required from issuance of equity | 60% | 60% | ||
Class of warrant or right, minimum notice period for redemption | 20 days | 20 days | ||
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | ||||
Warrants [Line Items] | ||||
Share redemption trigger price | $ 18 | $ 18 | ||
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | ||||
Warrants [Line Items] | ||||
Class of warrants, redemption notice period | 30 days | 30 days | ||
Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member] | Common Class A [Member] | ||||
Warrants [Line Items] | ||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | 180% | ||
Public Warrants [Member] | ||||
Warrants [Line Items] | ||||
Number of warrants or rights outstanding | 46,000,000 | |||
Warrants exercisable term from the date of completion of business combination | 30 days | 30 days | ||
Minimum lock In period for SEC registration from date of business combination | 20 days | 20 days | ||
Minimum lock In period to become effective after the closing of the initial business combination | 60 days | 60 days | ||
Exercise price of warrant | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 |
Class One Warrants [Member] | ||||
Warrants [Line Items] | ||||
Number of warrants or rights outstanding | 23,000,000 | 0 | ||
Class Two Warrants [Member] | ||||
Warrants [Line Items] | ||||
Number of warrants or rights outstanding | 23,000,000 | 0 | ||
Private Placement Warrants [Member] | ||||
Warrants [Line Items] | ||||
Number of warrants or rights outstanding | 16,000,000 | 0 | ||
Private Placement Warrants [Member] | Common Class A [Member] | ||||
Warrants [Line Items] | ||||
Exercise price of warrant | $ 11.5 | |||
Redemption of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | ||||
Warrants [Line Items] | ||||
Class of warrants, redemption price per unit | $ 0.01 | $ 0.01 | ||
Class of warrants, redemption notice period | 30 days | 30 days | ||
Share price | $ 18 | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | 20 days | ||
Number of trading days for determining share price | 30 days | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Kensington Capital Acquisition Corp I V [Member] | Jun. 30, 2022 USD ($) | |
Quoted Prices in Active Markets (Level 1) | Class One Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 6,670,000 | |
Quoted Prices in Active Markets (Level 1) | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Quoted Prices in Active Markets (Level 1) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 230,291,764 | [1] |
Significant Other Observable Inputs (Level 2) | Class One Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Significant Other Observable Inputs (Level 2) | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Significant Other Observable Inputs (Level 2) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 0 | [1] |
Significant Other Unobservable Inputs (Level 3) | Class One Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 4,640,000 | |
Significant Other Unobservable Inputs (Level 3) | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 0 | [1] |
[1]Excludes $3,135 of cash balance held within the Trust Account |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) | Jun. 30, 2022 | Mar. 04, 2022 |
Kensington Capital Acquisition Corp I V [Member] | ||
cash | $ 230,294,899 | $ 3,135 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] - Kensington Capital Acquisition Corp I V [Member] | Jun. 30, 2022 $ / shares yr | Mar. 04, 2022 $ / shares yr |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.32 | 9.18 |
Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 5.6 | 6 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 5.1 | 8.9 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.02 | 1.87 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Working Capital Loan [Member] - Kensington Capital Acquisition Corp I V [Member] | Jun. 30, 2022 mo |
Fair Value Disclosures [Line Items] | |
Embedded derivative liability, measurement input | 0 |
Measurement Input, Price Volatility [Member] | |
Fair Value Disclosures [Line Items] | |
Embedded derivative liability, measurement input | 5.1 |
Measurement Input, Discount Rate [Member] | |
Fair Value Disclosures [Line Items] | |
Embedded derivative liability, measurement input | 14.95 |
Measurement Input, Expected Term [Member] | |
Fair Value Disclosures [Line Items] | |
Embedded derivative liability, measurement input | 8 |
Measurement Input, Exercise Price [Member] | |
Fair Value Disclosures [Line Items] | |
Embedded derivative liability, measurement input | 0.29 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Disclosures [Line Items] | |
Embedded derivative liability, measurement input | 2.8 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of change in the fair value of the derivative liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - Kensington Capital Acquisition Corp I V [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 15,600,000 | $ 0 |
Issuance of Class 1 Warrants and Private Warrants - Level 3 | 15,990,000 | |
Transfer of Class 1 Warrants to Level 1 | (9,200,000) | |
Change in fair value of derivative warrant liabilities | (1,760,000) | (390,000) |
Ending balance | $ 4,640,000 | $ 15,600,000 |
Subsequent events - Additional
Subsequent events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2022 | Nov. 16, 2021 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Sharebased compensation arrangement share options granted during period | 2,571,875 | |
Sharebased compensation arrangement share options granted share price per share | $ 3.79 | |
Sharebased compensation arrangement share options granted vesting period | 4 years | |
Share based compensation arrangement share options granted fair value per share | $ 2.92 | |
Sharebased compensation arrangement compensation cost not recognized | $ 7,519 | |
Common stock exchange ratio | 1.45823 | |
Sponsor [Member] | Promissory Note [Member] | Kensington Capital Acquisition Corp I V [Member] | ||
Subsequent Event [Line Items] | ||
Maturity date | Dec. 31, 2021 | |
Sponsor [Member] | Amended Promissory Note [Member] | Kensington Capital Acquisition Corp I V [Member] | ||
Subsequent Event [Line Items] | ||
Maturity date | Jun. 30, 2022 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||||
Inventory Write-down | $ 74 | $ 84 | $ 75 | $ 58 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Current (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw material | $ 154 | $ 231 | $ 245 |
Work in process | 78 | 14 | 23 |
Finished goods | 97 | 255 | 249 |
Inventory, Net | $ 329 | $ 500 | $ 517 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 10,112 | $ 10,009 | $ 9,715 |
Less: accumulated depreciation and amortization | (6,460) | (5,799) | (4,464) |
Total property and equipment, net | 3,652 | 4,210 | 5,251 |
Pilot production equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 4,186 | 4,041 | 2,178 |
Lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 2,292 | 2,287 | 2,313 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,439 | 3,439 | 3,437 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,550 | ||
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 21 | 157 | 152 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 85 | $ 85 | $ 85 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 89 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 724 | $ 627 | $ 1,441 | $ 1,236 |
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, transfers and changes | $ 1,865 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |||
Payroll accrued | $ 1,036 | $ 1,066 | $ 420 |
Offering costs | 534 | ||
Accrued professional fees | 221 | 18 | |
Accrued expenses | 63 | 247 | |
Accrued expenses | 70 | 45 | |
Deferred rent | 0 | 87 | 87 |
Other accrued liabilities | 46 | 78 | 51 |
Total | $ 1,907 | $ 1,294 | $ 805 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | May 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||
Gain (Loss) on extinguishment of debt | $ 0 | $ 743 | $ 743 | $ 0 | ||
Notes Payable to Banks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 738 | |||||
Debt instrument, interest rate, stated percentage | 1% | |||||
Debt instrument, frequency of periodic payments | monthly | |||||
Gain (Loss) on extinguishment of debt | $ 743 | |||||
Notes Payable to Banks [Member] | Forgiveness of Debt Instrument Principal Portion [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, decrease, forgiveness | $ 738 | |||||
Notes Payable to Banks [Member] | Forgiveness of Debt Instrument Interest Portion [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, decrease, forgiveness | $ 5 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 16, 2015 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Nature Of Operations [Line Items] | ||||
Date of incorporation | Mar. 16, 2015 | |||
Retained earnings accumulated deficit | $ 82,586 | $ 75,401 | $ 65,505 | |
Commitement to contribute cash | $ 2,800 | |||
Parent Company [Member] | ||||
Nature Of Operations [Line Items] | ||||
Percentage of ownership in the company | 99.60% | 99.70% |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||||
Defined contribution plan, employer contribution | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of basic and diluted net loss per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||
Net income (loss) | $ (7,032) | $ (3,053) | $ (9,896) | $ (7,418) | |
Weighted-average number of common shares outstanding, Basic | 45,178,576 | 45,156,145 | 45,170,994 | 45,122,446 | |
Weighted-average number of common shares outstanding, Diluted | 45,178,576 | 45,156,145 | 45,170,994 | 45,122,446 | |
Basic and diluted net loss per common share, Basic | $ (0.16) | $ (0.16) | $ (0.07) | $ (0.22) | $ (0.16) |
Basic and diluted net loss per common share, Diluted | $ (0.16) | $ (0.16) | $ (0.07) | $ (0.22) | $ (0.16) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of the outstanding shares of potentially dilutive securities (Detail) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options | 9,681,599 | 6,352,338 | 7,124,724 | 3,936,500 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 50,000,000 | |
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares, issued | 45,179,270 | 45,176,145 | 45,156,145 | |
Common stock, shares, outstanding | 45,179,270 | 45,176,145 | 45,156,145 | |
Common stock, voting rights | one vote | one vote | ||
2008 Stock Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation arrangement by share-based payment award, terms of award | 10 | 10 | ||
Share based compensation arrangement by share-based payment award, award requisite service period | 90 days | 90 days | ||
Common stock, capital shares reserved for future issuance | 12,642,364 | 12,642,364 | ||
Number of shares issued under share-based payment arrangement | 375,546 | 375,546 | ||
Total intrinsic value of stock options exercised | $ 23,000 | $ 28,000 | $ 1,000 | |
Share based compensation by share based options exercised during the period | 0 | 51,291 | 3,000 | |
Share based compensation arrangement by share based payment award, options, vested in period, fair value | $ 281,000 | $ 73,000 | $ 273,000 | $ 9,000 |
Share based payment arrangement, nonvested award, cost not yet recognized | $ 140,000 | $ 404,000 | ||
Share based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 5 months 15 days | 9 months 18 days | ||
Share based compensation arrangement share options granted fair value per share | $ 2.43 | $ 2.5 | $ 1.73 | |
2008 Stock Plan [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation arrangement by share-based payment award, award vesting period | 2 years | 2 years | ||
2008 Stock Plan [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation arrangement by share-based payment award, award vesting period | 4 years | 4 years | ||
2016 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation arrangement by share-based payment award, terms of award | 10 | 10 | ||
Share based compensation arrangement by share-based payment award, award requisite service period | 90 days | |||
Share based compensation arrangement by share-based payment award, award vesting period | 4 years | 4 years | ||
Common stock, capital shares reserved for future issuance | 11,250,000 | 11,250,000 | ||
Number of shares issued under share-based payment arrangement | 1,389,131 | 3,949,131 | ||
Total intrinsic value of stock options exercised | $ 3,000 | $ 54,000 | $ 54,000 | $ 29,000 |
Share based compensation by share based options exercised during the period | 3,125 | 20,000 | 50,000 | |
Share based compensation arrangement by share based payment award, options, vested in period, fair value | $ 823,000 | $ 257,000 | $ 859,000 | $ 42,000 |
Share based payment arrangement, nonvested award, cost not yet recognized | $ 9,313,000 | $ 4,436,000 | ||
Share based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 6 months 3 days | 3 years 3 months 18 days | ||
Share based compensation arrangement share options granted fair value per share | $ 2.3 | $ 1.6 | $ 1.67 | |
Dividend Declared [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Dividends payable | $ 0 | $ 0 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
2008 Stock Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Beginning Balance, Shares Available for Grant | 375,546 | 2,009,978 | 2,009,978 | 1,927,978 | |
Options granted, Shares Available for Grant | 0 | (3,609,610) | (1,393,713) | ||
Options exercised, Shares Available for Grant | 0 | 0 | 0 | ||
Options expired, Shares Available for Grant | 0 | 1,975,178 | 1,475,713 | ||
Ending Balance, Shares Available for Grant | 375,546 | 375,546 | 2,009,978 | 1,927,978 | |
Beginning Balance, Outstanding Stock Options | 10,056,990 | 8,473,849 | 8,473,849 | 8,558,849 | |
Options granted, Outstanding Stock Options | 0 | 3,609,610 | 1,393,713 | ||
Options exercised, Outstanding Stock Options | 0 | (51,291) | (3,000) | ||
Options expired, Outstanding Stock Options | 0 | (1,975,178) | (1,475,713) | ||
Ending Balance, Outstanding Stock Options | 10,056,990 | 10,056,990 | 8,473,849 | 8,558,849 | |
Options vested and exercisable, Outstanding Stock Options | 9,726,942 | 9,327,678 | |||
Options vested and expected to vest, Outstanding Stock Options | 10,056,990 | 10,056,990 | |||
Beginning Balance, Weighted- Average Exercise Price Per Share | $ 1.49 | $ 0.75 | $ 0.75 | $ 0.48 | |
Options granted, Weighted- Average Exercise Price Per Share | 0 | 2.43 | 1.73 | ||
Options exercised, Weighted- Average Exercise Price Per Share | 0 | 0.28 | 0.03 | ||
Options expired, Weighted- Average Exercise Price Per Share | 0 | 0.28 | 0.1 | ||
Ending balance, Weighted- Average Exercise Price Per Share | 1.49 | 1.49 | $ 0.75 | $ 0.48 | |
Options vested and exercisable, Weighted- Average Exercise Price Per Share | 1.48 | 1.46 | |||
Options vested and expected to vest, Weighted- Average Exercise Price Per Share | $ 1.49 | $ 1.49 | |||
Weighted- Average Remaining Contractual Life (Years) | 6 years 18 days | 6 years 6 months 10 days | 4 years 6 months 7 days | 3 years 9 months 25 days | |
Options vested and exercisable, Weighted- Average Remaining Contractual Life (Years) | 5 years 11 months 19 days | 6 years 4 months 6 days | |||
Options vested and expected to vest, Weighted- Average Remaining Contractual Life (Years) | 6 years 18 days | 6 years 6 months 10 days | |||
Beginning Balance, Average Intrinsic Value | $ 10,995 | $ 14,068 | $ 14,068 | $ 11,137 | |
Options exercised, Average Intrinsic Value | $ 23 | 28 | 1 | ||
Ending Balance, Average Intrinsic Value | 22,071 | 10,995 | $ 14,068 | $ 11,137 | |
Options vested and exercisable, Average Intrinsic Value | 21,519 | 10,401 | |||
Options vested and expected to vest, Average Intrinsic Value | $ 22,071 | $ 10,995 | |||
2016 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Beginning Balance, Shares Available for Grant | 3,949,131 | 907,355 | 907,355 | 772,355 | |
Options granted, Shares Available for Authorized | 6,250,000 | ||||
Options granted, Shares Available for Grant | (2,571,875) | (3,233,224) | 0 | ||
Options exercised, Shares Available for Grant | 0 | 0 | 0 | ||
Options expired, Shares Available for Grant | 11,875 | 25,000 | 135,000 | ||
Ending Balance, Shares Available for Grant | 1,389,131 | 3,949,131 | 907,355 | 772,355 | |
Beginning Balance, Outstanding Stock Options | 7,124,724 | 3,936,500 | 3,936,500 | 4,121,500 | |
Options granted, Outstanding Stock Options | 2,571,875 | 3,233,224 | 0 | ||
Options exercised, Outstanding Stock Options | (3,125) | (20,000) | (50,000) | ||
Options expired, Outstanding Stock Options | (11,875) | (25,000) | (135,000) | ||
Ending Balance, Outstanding Stock Options | 9,681,599 | 7,124,724 | 3,936,500 | 4,121,500 | |
Options vested and exercisable, Outstanding Stock Options | 4,843,690 | 4,360,819 | |||
Options vested and expected to vest, Outstanding Stock Options | 9,681,599 | 7,124,724 | |||
Beginning Balance, Weighted- Average Exercise Price Per Share | $ 1.24 | $ 0.13 | $ 0.13 | $ 0.14 | |
Options granted, Weighted- Average Exercise Price Per Share | 3.79 | 2.58 | 0 | ||
Options exercised, Weighted- Average Exercise Price Per Share | 2.58 | 0.07 | 0.07 | ||
Options expired, Weighted- Average Exercise Price Per Share | 2.58 | 0.3 | 0.51 | ||
Ending balance, Weighted- Average Exercise Price Per Share | 1.92 | 1.24 | $ 0.13 | $ 0.14 | |
Options vested and exercisable, Weighted- Average Exercise Price Per Share | 0.64 | 0.41 | |||
Options vested and expected to vest, Weighted- Average Exercise Price Per Share | $ 1.92 | $ 1.24 | |||
Weighted- Average Remaining Contractual Life (Years) | 6 years 6 months 14 days | 5 years 10 months 9 days | 4 years 10 months 24 days | ||
Options vested and exercisable, Weighted- Average Remaining Contractual Life (Years) | 3 years 7 months 28 days | 3 years 6 months 21 days | |||
Options vested and expected to vest, Weighted- Average Remaining Contractual Life (Years) | 6 years 6 months 14 days | 5 years 10 months 9 days | 3 years 9 months 14 days | ||
Beginning Balance, Average Intrinsic Value | $ 16,208 | $ 9,654 | $ 9,654 | $ 2,104 | |
Options exercised, Average Intrinsic Value | 3 | $ 54 | 54 | 29 | |
Ending Balance, Average Intrinsic Value | 26,572 | 16,208 | $ 9,654 | $ 2,104 | |
Options vested and exercisable, Average Intrinsic Value | 19,464 | 13,542 | |||
Options vested and expected to vest, Average Intrinsic Value | $ 26,572 | $ 16,208 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based payment arrangement, expense | $ 1,346 | $ 379 | $ 2,473 | $ 82 |
Cost of revenues [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based payment arrangement, expense | 232 | 164 | 693 | 27 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based payment arrangement, expense | 13 | 4 | 233 | 7 |
Sales, general and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based payment arrangement, expense | $ 1,101 | $ 211 | $ 1,547 | $ 48 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Weighted-Average Assumptions for Options Granted (Detail) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
2008 Stock Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Dividend yield | 0% | 0% | 0% | |
Expected volatility | 52.52% | 52.18% | 50.27% | |
Expected term (in years) | 6 years 3 months | 5 years 3 days | 5 years 9 months | |
Risk-free rate | 1.17% | 1.19% | 0.14% | |
2016 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Dividend yield | 0% | 0% | 0% | |
Expected volatility | 59.16% | 51.81% | 51.75% | |
Expected term (in years) | 6 years 2 months 1 day | 5 years 10 months 28 days | 5 years 11 months 1 day | |
Risk-free rate | 2.70% | 1.07% | 1.07% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Detail ) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 264 |
2023 | 540 |
2024 | 565 |
2025 | 586 |
2026 | 604 |
2027 and thereafter | 1,588 |
Total future minimum lease payments | 4,147 |
Less: interest | (981) |
Present value of future minimum lease payments under operating lease liabilities | $ 3,166 |
Leases -Summary of Operating L
Leases -Summary of Operating Lease, Disclosure (Detail ) | Jun. 30, 2022 |
Leases [Abstract] | |
Remaining lease term under operating ROU leases (in years) | 7 years |
Discount rate for operating lease liabilities | 7.90% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
May 01, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Payments | $ 43 | $ 42 | ||
Lease Expiration Date | Jun. 30, 2024 | Jun. 30, 2024 | ||
Lease, Option to Extend | 60 | 60 months | ||
Finance Lease, Liability | $ 0 | |||
Operating Leases, Rent Expense | $ 278 |