Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1/A |
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 ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Current assets: | ||||||
Cash | $ 11,489 | $ 2 | ||||
Cash and cash equivalents | $ 73,803 | |||||
Accounts receivable | 782 | 262 | 348 | |||
Inventories, net | 503 | 500 | 517 | |||
Prepaid expenses and other current assets | 2,319 | 156 | 86 | |||
Deferred costs, current | 412 | 1,769 | 238 | |||
Total current assets | 77,819 | 14,176 | 1,191 | |||
Non-current assets: | ||||||
Operating lease right-of-use asset, net | 2,830 | 0 | ||||
Property and equipment, net | 3,824 | 4,210 | 5,251 | |||
Deferred costs | 1,425 | 141 | 217 | |||
Other assets | 604 | |||||
Total assets | 86,502 | 18,527 | 6,659 | |||
Current liabilities: | ||||||
Notes payable | 0 | 743 | ||||
Accounts payable | 2,641 | 359 | 2,281 | |||
Accrued and other current liabilities | 2,183 | 1,446 | ||||
Accrued expenses and Accrued liabilities | 2,183 | 1,294 | 805 | |||
Deferred revenue, current | 795 | 2,363 | 116 | |||
Operating Lease, Liability, Current | 517 | 0 | ||||
Other liabilities, current | 85 | 0 | ||||
Total current liabilities | 6,136 | 4,168 | 3,945 | |||
Liabilities, Noncurrent [Abstract] | ||||||
Deferred revenue, noncurrent | 1,787 | 501 | 1,545 | |||
Operating lease liabilities, noncurrent | 2,577 | 0 | ||||
Total liabilities | 10,500 | 4,669 | 5,490 | |||
Stockholders' equity: | ||||||
Common stock value | 8 | 7 | 7 | [1] | ||
Additional paid-in capital | 162,825 | 89,252 | 66,667 | [1] | ||
Accumulated deficit | (86,831) | (75,401) | [1] | (65,505) | [1] | |
Total shareholders' deficit | 76,002 | 13,858 | [1] | 1,169 | [1] | |
Total liabilities and stockholders' equity | $ 86,502 | 18,527 | 6,659 | |||
Previously Reported [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 11,489 | |||||
Current liabilities: | ||||||
Accounts payable | 426 | |||||
Accrued expenses and Accrued liabilities | 1,446 | |||||
Stockholders' equity: | ||||||
Common stock value | [1] | 7 | ||||
Additional paid-in capital | [1] | 89,252 | ||||
Total shareholders' deficit | $ 13,858 | $ 1,169 | ||||
[1]Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination as described in Note 1. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 950,000 | 950,000,000 | 950,000,000 |
Common stock, shares, issued | 84,254 | 65,772,001 | 65,742,883 |
Common stock, shares, outstanding | 84,254 | 65,772,001 | 65,742,883 |
Previously Reported [Member] | |||
Common stock, par or stated value per share | $ 0.0001 | ||
Common stock, shares authorized | 950,000 | ||
Common stock, shares, issued | 65,772 | ||
Common stock, shares, outstanding | 65,772 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Revenue | $ 816 | $ 330 | $ 3,617 | $ 1,556 | $ 2,772 | $ 4,679 | ||
Cost of revenues | 2,284 | 1,986 | 7,448 | 4,990 | ||||
Cost of revenue | 7,101 | 6,695 | ||||||
Gross loss | (1,468) | (1,656) | (3,831) | (3,434) | (4,329) | (2,016) | ||
Operating expenses: | ||||||||
Research and development | 488 | 327 | 1,340 | 978 | 1,450 | 1,330 | ||
Selling, general and administrative | 2,367 | 1,154 | 6,223 | 2,508 | 4,844 | 4,103 | ||
Total operating expenses | 2,855 | 1,481 | 7,563 | 3,486 | 6,294 | 5,433 | ||
Loss from operations | (4,323) | (3,137) | (11,394) | (6,920) | (10,623) | (7,449) | ||
Other income (expense), net: | ||||||||
Interest income and other, net | (5) | |||||||
Interest income and other, net | 79 | (4) | 118 | (17) | ||||
Gain on forgiveness of PPP loan | (24) | 743 | 743 | 0 | ||||
Other income (expense), net | (16) | 36 | ||||||
Total other income (expense), net | 79 | (4) | 118 | 726 | 727 | 31 | ||
Net loss | $ (4,244) | $ (3,141) | $ (11,276) | $ (6,194) | $ (9,896) | $ (7,418) | ||
Weighted-average common shares outstanding: | ||||||||
Weighted average shares outstanding, basic | 69,013 | 65,772 | 66,859 | 65,762 | 65,764,502 | [1] | 65,693,821 | [1] |
Weighted average shares outstanding, diluted | 69,013 | 65,772 | 66,859 | 65,762 | 65,764,502 | [1] | 65,693,821 | [1] |
Net loss per share of common stock: | ||||||||
Basic net loss per ordinary share | $ (0.06) | $ (0.05) | $ (0.17) | $ (0.09) | $ (0.15) | [1] | $ (0.11) | [1] |
Diluted net loss per ordinary share | $ (0.06) | $ (0.05) | $ (0.17) | $ (0.09) | $ (0.15) | [1] | $ (0.11) | [1] |
[1]Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination as described in Note 1. |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) $ in Thousands | Total | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Common Stock [Member] | Common Stock [Member] Previously Reported [Member] | Common Stock [Member] Retroactive Conversion [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] Retroactive Conversion [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Previously Reported [Member] | Accumulated Deficit [Member] Revision of Prior Period, Adjustment [Member] | |
Beginning balance at Dec. 31, 2019 | $ 3,675 | $ 3,675 | $ 0 | $ 7 | $ 1 | $ 6 | $ 61,755 | $ 61,761 | $ (6) | $ (58,087) | $ (58,087) | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 65,670,088 | 45,106,145 | 20,563,943 | ||||||||||||
Capital contribution from Amprius Holdings | 4,826 | 4,826 | 0 | ||||||||||||
Exercise of stock options (in shares) | 72,795 | ||||||||||||||
Exercise of stock options | 4 | $ 0 | 4 | 0 | |||||||||||
Stock-based compensation | 42 | 42 | 0 | ||||||||||||
Contribution from Amprius Holdings related to stock-based compensation | 40 | 40 | 0 | ||||||||||||
Net income (loss) | (7,418) | 0 | (7,418) | ||||||||||||
Ending balance at Dec. 31, 2020 | 1,169 | [1] | 1,169 | 1,169 | $ 7 | $ 1 | $ 6 | $ 7 | 66,667 | 66,673 | $ (6) | 66,667 | (65,505) | (65,505) | (65,505) |
Ending balance (in shares) at Dec. 31, 2020 | 65,742,883 | 45,156,000 | 20,587 | 65,743,000 | |||||||||||
Capital contribution from Amprius Holdings | 19,692 | 19,692 | |||||||||||||
Exercise of stock options (in shares) | 29,000 | ||||||||||||||
Exercise of stock options | 1 | 1 | |||||||||||||
Stock-based compensation | 586 | 586 | |||||||||||||
Contribution from Amprius Holdings related to stock-based compensation | 116 | 116 | |||||||||||||
Net income (loss) | (6,194) | (6,194) | |||||||||||||
Ending balance at Sep. 30, 2021 | 15,370 | $ 7 | 87,062 | (71,699) | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 65,772,000 | ||||||||||||||
Beginning balance at Dec. 31, 2020 | 1,169 | [1] | 1,169 | 1,169 | $ 7 | $ 1 | $ 6 | $ 7 | 66,667 | 66,673 | (6) | 66,667 | (65,505) | (65,505) | (65,505) |
Beginning balance (in shares) at Dec. 31, 2020 | 65,742,883 | 45,156,000 | 20,587 | 65,743,000 | |||||||||||
Capital contribution from Amprius Holdings | 20,111 | 20,111 | 0 | ||||||||||||
Exercise of stock options (in shares) | 29,118 | ||||||||||||||
Exercise of stock options | 1 | $ 0 | 1 | 0 | |||||||||||
Stock-based compensation | 1,000 | 1,000 | 0 | ||||||||||||
Contribution from Amprius Holdings related to stock-based compensation | 1,473 | 1,473 | 0 | ||||||||||||
Net income (loss) | (9,896) | 0 | (9,896) | ||||||||||||
Ending balance at Dec. 31, 2021 | 13,858 | [1] | 13,858 | 13,858 | $ 7 | $ 1 | $ 6 | $ 7 | 89,252 | 89,258 | (6) | 89,252 | (75,401) | (75,401) | (75,401) |
Ending balance (in shares) at Dec. 31, 2021 | 65,772,001 | 45,176 | 20,596 | 65,772,000 | |||||||||||
Beginning balance at Jun. 30, 2021 | 3,491 | 3,491 | $ 1 | $ 6 | $ 7 | 72,048 | (6) | 72,042 | (68,558) | (68,558) | |||||
Beginning balance (in shares) at Jun. 30, 2021 | 45,176,000 | 20,596 | 65,772,000 | ||||||||||||
Capital contribution from Amprius Holdings | 14,697 | 14,697 | |||||||||||||
Stock-based compensation | 286 | 286 | |||||||||||||
Contribution from Amprius Holdings related to stock-based compensation | 37 | 37 | |||||||||||||
Net income (loss) | (3,141) | (3,141) | |||||||||||||
Ending balance at Sep. 30, 2021 | 15,370 | $ 7 | 87,062 | (71,699) | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 65,772,000 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | 13,858 | [1] | 13,858 | 13,858 | $ 7 | $ 1 | $ 6 | $ 7 | 89,252 | 89,258 | (6) | 89,252 | (75,401) | (75,401) | (75,401) |
Beginning balance (in shares) at Dec. 31, 2021 | 65,772,001 | 45,176 | 20,596 | 65,772,000 | |||||||||||
Issuance of common stock in connection with business combination and PIPE investment, net of issuance costs, Shares | 18,392,000 | ||||||||||||||
Issuance of common stock in connection with business combination and PIPE investment, net of issuance costs | 70,938 | $ 1 | 70,937 | ||||||||||||
Issuance of common stock in connection with a stock purchase agreement, Shares | 85 | ||||||||||||||
Capital contribution from Amprius Holdings | 505 | 505 | |||||||||||||
Cumulative effect adjustment from the adoption of ASC 842 | (154) | (154) | |||||||||||||
Exercise of stock options (in shares) | 5,000 | ||||||||||||||
Exercise of stock options | 8 | 8 | |||||||||||||
Stock-based compensation | 1,746 | 1,746 | |||||||||||||
Contribution from Amprius Holdings related to stock-based compensation | 377 | 377 | |||||||||||||
Net income (loss) | (11,276) | (11,276) | |||||||||||||
Ending balance at Sep. 30, 2022 | 76,002 | $ 8 | 162,825 | (86,831) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 84,254 | ||||||||||||||
Beginning balance at Jun. 30, 2022 | $ 8,531 | $ 8,531 | $ 1 | $ 6 | $ 7 | $ 91,117 | $ (6) | $ 91,111 | $ (82,587) | $ (82,587) | |||||
Beginning balance (in shares) at Jun. 30, 2022 | 45,179 | 20,598 | 65,777 | ||||||||||||
Issuance of common stock in connection with business combination and PIPE investment, net of issuance costs, Shares | 18,392 | ||||||||||||||
Issuance of common stock in connection with business combination and PIPE investment, net of issuance costs | 70,938 | $ 1 | 70,937 | ||||||||||||
Issuance of common stock in connection with a stock purchase agreement, Shares | 85,000 | ||||||||||||||
Stock-based compensation | 646 | 646 | |||||||||||||
Contribution from Amprius Holdings related to stock-based compensation | 131 | 131 | |||||||||||||
Net income (loss) | (4,244) | (4,244) | |||||||||||||
Ending balance at Sep. 30, 2022 | $ 76,002 | $ 8 | $ 162,825 | $ (86,831) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 84,254 | ||||||||||||||
[1]Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination as described in Note 1. |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||||
Net loss | $ (4,244) | $ (3,141) | $ (11,276) | $ (6,194) | $ (9,896) | $ (7,418) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 1,441 | 1,236 | ||||
Provision for inventory reserve | 75 | 58 | ||||
Stock-based compensation | 2,123 | 702 | 2,473 | 82 | ||
Loss from disposal of property and equipment | 158 | 0 | ||||
Depreciation and amortization | 386 | 441 | 1,116 | 1,068 | ||
Non-cash operating lease expense | 417 | 0 | ||||
Gain on forgiveness of PPP loan and other | 24 | (743) | (743) | 0 | ||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (520) | (465) | 86 | (26) | ||
Inventories | (3) | 286 | (58) | (135) | ||
Prepaid expenses and other current assets | (2,206) | 38 | (70) | (42) | ||
Deferred costs | 73 | (1,020) | (1,455) | (26) | ||
Accrued and other current liabilities | 425 | 380 | ||||
Accounts payable | 2,275 | (1,837) | (1,804) | 1,840 | ||
Accrued liabilities | 489 | (684) | ||||
Deferred revenue | (282) | 1,478 | 1,203 | 71 | ||
Other liabilities, current | 85 | 0 | ||||
Operating lease liabilities | (350) | 0 | ||||
Net cash used in operating activities | (8,184) | (6,307) | (8,016) | (5,044) | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (747) | (276) | (609) | (527) | ||
Net cash used in investing activities | (747) | (276) | (609) | (527) | ||
Cash flows from financing activities: | ||||||
Proceeds from exercise of stock options | 8 | 1 | 1 | 4 | ||
Proceeds from issuance of common stock in connection with business combination and PIPE investment, net of issuance costs | 71,090 | 0 | ||||
Capital contributions from Amprius Holdings | 505 | 19,692 | 20,111 | 4,826 | ||
Proceeds from notes payable | 0 | 743 | ||||
Payment of costs in connection with a stock purchase agreement | (25) | 0 | ||||
Net cash provided by financing activities | 71,578 | 19,693 | 20,112 | 5,573 | ||
Net increase in cash and cash equivalents | 62,647 | 13,110 | 11,487 | 2 | ||
Cash, cash equivalents, and restricted cash, beginning of period | 11,489 | 2 | 2 | 0 | ||
Cash, cash equivalents, and restricted cash, end of period | 74,136 | 13,112 | 74,136 | 13,112 | 11,489 | 2 |
Components of cash, cash equivalents, and restricted cash: | ||||||
Cash and cash equivalents | 73,803 | 13,112 | 73,803 | 13,112 | ||
Restricted cash included in other assets | 333 | 0 | 333 | 0 | ||
Total cash, cash equivalents, and restricted cash | $ 74,136 | $ 13,112 | $ 74,136 | $ 13,112 | 11,489 | 2 |
Supplemental disclosures of cash flow information: | ||||||
Cash paid for income taxes | 0 | 0 | ||||
Supplemental disclosure of non-cash financing activities: | ||||||
Property and equipment accrued but unpaid | $ 51 | $ 115 |
Nature of Operations
Nature of Operations | 9 Months Ended | 12 Months Ended |
Sep. 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. (f/k/a Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company incorporated with limited liability) (the “Company” or “Amprius”) was initially incorporated as a Cayman Islands exempted company on March 19, 2021. 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. On September 14, 2022 (the “Closing Date”), the Company completed a business combination pursuant to the Business Combination Agreement, dated May 11, 2022 (the “Business Combination Agreement”), by and among the Company, Kensington Capital Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”), and Amprius Technologies Operating, Inc. (f/k/a Amprius Technologies, Inc., a Delaware corporation) (“Legacy Amprius”). Pursuant to the terms of the Business Combination Agreement, the Company changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company changed its name to “Amprius Technologies, Inc.,” and a business combination between the Company and Legacy Amprius was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of Amprius (together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). The Business Combination was treated as a reverse recapitalization. Legacy Amprius was determined as the accounting acquirer and Kensington as the accounting acquiree for financial reporting purposes based on evaluation of the following facts and circumstances: • the stockholders of Legacy Amprius owned a majority of the shares of the Company following the Business Combination; • the board of directors of the Company following the Business Combination was comprised of all of the board members of Legacy Amprius; • the senior management of the Company following the Business Combination was the senior management of Legacy Amprius; and • Legacy Amprius is larger than Kensington in terms of existing operations and number of employees. Unless the context otherwise provides, the “Company” and “Amprius” refer (i) prior to the Closing Date, to Legacy Amprius and (ii) after the Closing Date, to Amprius Technologies, Inc. and its subsidiaries, including Legacy Amprius. Kensington Capital Acquisition Corp. IV prior to the Business Combination is referred to herein as “Kensington.” Amprius lithium-ion respectively, of the Company. The Company was established as a separate entity to continue the development operations of the silicon anode begun by the Parent and for the Parent to transition to a holding company. After the Company’s incorporation, the Parent and the Company entered into an intercompany agreement to license the intellectual property rights to continue to develop the silicon nanowire technology. Prior to January 2020, the Company operated as a division of the Parent with an intercompany services agreement. Operating resources such as cash, equipment, facilities, personnel and management were provided by the Parent. Assets such as employees, cash, equipment, intellectual property and facilities were assigned or contributed starting in 2020 and, effective from May 2022, all the operating assets are owned by the Company, including the lease that is entirely for the benefit of the Company and was assigned officially to the Company subsequently. See Note 14 – Subsequent event, transfer of lease. The Company’s sole location and headquarters is in Fremont, California, and is co-located The Company believes its core technology, the silicon nanowire anode for lithium-ion lithium-ion equipment. In connection with the subsequent closing of the Business Combination on September 14, 2022, whereby Legacy Amprius was determined as the accounting acquirer for accounting and reporting purposes, the accompanying financial statements reflect Legacy Amprius’ equity structure, which has been retroactively restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock issued to Legacy Amprius stockholders. As such, the shares, corresponding capital amounts, and net loss per share related to Legacy Amprius common stock have been retroactively restated to reflect the effect of the exchange ratio of approximately (the “Exchange Ratio”) established in the Business Combination. 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 the Business Combination Agreement with Kensington and Merger Sub (see Note 14). Kensington expects to use the available cash following the closing of the Business Combination to fund the design and build-out $ of cash in the event that the Company’s liquidity is constrained. Besides the retroactive restatement of Legacy Amprius’ equity structure disclosed in Note 1, the financial statements do not include any other adjustments that might result from the outcome of this Business Combination. 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 | NOTE 1 — ORGANIZATION Business Combination Amprius Technologies, Inc. (f/k/a Kensington Capital Acquisition Corp. IV, a Cayman Islands exempted company incorporated with limited liability) (the “Company” or “Amprius”) was initially incorporated as a Cayman Islands exempted company on March 19, 2021. 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. On September 14, 2022 (the “Closing Date”), the Company completed a business combination pursuant to the Business Combination Agreement, dated May 11, 2022 (the “Business Combination Agreement”), by and among the Company, Kensington Capital Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”), and Amprius Technologies Operating, Inc. (f/k/a Amprius Technologies, Inc., a Delaware corporation) (“Legacy Amprius”). Pursuant to the terms of the Business Combination Agreement, the Company changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company changed its name to “Amprius Technologies, Inc.,” and a business combination between the Company and Legacy Amprius was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of Amprius (together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). The Business Combination was treated as a reverse recapitalization. Legacy Amprius was determined as the accounting acquirer and Kensington as the accounting acquiree for financial reporting purposes based on evaluation of the following facts and circumstances: • t • t • t • l Unless the context otherwise provides, the “Company” and “Amprius” refer (i) prior to the Closing Date, to Legacy Amprius and (ii) after the Closing Date, to Amprius Technologies, Inc. and its subsidiaries, including Legacy Amprius. Kensington Capital Acquisition Corp. IV prior to the Business Combination is referred to herein as “Kensington.” Please see Notes 2 and Note 3 below for further details. Nature of Operations Amprius has developed, and since 2018, been in commercial production of lithium-ion The Company previously had an intercompany agreement with Amprius, Inc. (“Amprius Holdings”) to license intellectual property rights to continue to develop silicon nanowire technology. Under this agreement, Amprius Holdings provided resources and rights to use its assets to the Company, such as rights to the use of intellectual property, cash, equipment, manufacturing and office facilities, personnel, and management oversight. Amprius Holdings assigned or contributed those assets to the Company beginning in 2020 and effective May 2022, the operating assets are owned by the Company and the Company treated them as contributions from Amprius Holdings. The intercompany agreement with Amprius Holdings was terminated effective May 2022. Liquidity and Capital Resources The Company has an accumulated deficit of $86,831 as of September 30, 2022, which represents the carved-out As of September 30, 2022, we had $73,803 of cash and cash equivalents, which includes the $70,938 net proceeds from the consummation of the Business Combination. On September 27, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC II”), pursuant to which the Company has the option to sell up to $200,000 of its common stock over a 24-month 24-month The Company believes its current cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months from the date these financial statements are issued. If sufficient capital is not raised, the Company may need to reduce its spending on building the manufacturing facility, as well as research and development and other operations, and this may negatively affect its ability to achieve corporate growth goals. Other Risk and Uncertainties The global spread of the COVID-19 pandemic COVID-19 variants, COVID-19 pandemic Additionally, the U.S. and global markets are experiencing volatility and disruption following the geopolitical tensions and military conflict between Russia and Ukraine. The ongoing military conflict is highly unpredictable and has impacted commodity prices, volatility in credit and capital markets, and supply chain interruptions. The Company continues to monitor the situation and assess its potential impact on its business. This geopolitical conflict has led to sanctions and other penalties being levied by the United States, the European Union and other countries against Russia. Such 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 has not been adversely impacted by this ongoing military conflict 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In connection with the closing of the Business Combination, whereby Legacy Amprius was determined as the accounting acquirer for accounting and reporting purposes, the historical financial statements of Legacy Amprius became the historical financial statements of the combined company and no goodwill or other intangible assets were recorded. As a result, the accompanying condensed financial statements reflect (i) the assets and liabilities of Legacy Amprius at their historical cost; (ii) the historical operating results of Legacy Amprius prior to the Business Combination; (iii) the combined results of the Company and Legacy Amprius following the closing of the Business Combination; and (iv) Legacy Amprius’ equity structure, which has been retroactively restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock issued to Legacy Amprius stockholders. As such, the shares, corresponding capital amounts, and net loss per share related to Legacy Amprius common stock have been retroactively restated to reflect the effect of the exchange ratio of The accompanying condensed financial statements have been prepared from the financial records of Amprius Holdings on a carve-out carve-out More specifically, the accompanying condensed balance sheets include all of the Company’s owned assets, assets provided by Amprius Holdings, and liabilities incurred by Amprius Holdings on behalf of the Company. The accompanying condensed statements of operations reflect all activities directly attributable to the Company, as well as an allocation of Amprius Holdings’ general and administrative expenses. The Company did not share facilities or costs with the other subsidiaries of Amprius Holdings prior to them being distributed by Amprius Holdings with the exception of expenses at Amprius Holdings for payroll related expenses for two executive employees of Amprius Holdings and other legal, tax, insurance and accounting fees, which were not identifiable as related to a specific subsidiary (“Shared Expenses”). Amprius Holdings executives supported the Company and other subsidiaries of Amprius Holdings with governance, management, and investor relations. The Shared Expenses were allocated to the Company based on the time incurred by Amprius Holdings executives to support each of its subsidiaries as the level of effort required was not correlated to the level of activity, revenue, or other financial operating metrics for the subsidiaries. This allocation methodology resulted in an equal allocation of Shared Expenses to each subsidiary. Prior to the distribution of the subsidiaries of Amprius Holdings in late January and early February 2022, the general and administrative expenses of Amprius Holdings were allocated among each subsidiary, including the Company. After the distribution, such costs incurred by Amprius Holdings were wholly allocated to the Company as the only remaining subsidiary. Prior to the Closing of the Business Combination, the Company’s operations were funded by Amprius Holdings. The source of financing consisted of proceeds received by Amprius Holdings 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 unaudited condensed financial statements presented 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 condensed balance sheet as of December 31, 2021, which has been derived from audited financial statements as filed in the Company’s Registration Statement on Form S-1 Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Emerging Growth Company The Company is an emerging growth company as defined in Section 2(a) of the Securities Act of 1933 (as amended), 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 accounting standards until private companies are required to comply with such 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 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 useful lives of property and equipment, valuation of deferred taxes, valuation of inventory, carve-out right-of-use Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of deposits at banks and a money market fund with original maturities of 90 days or less from the date of purchase. Restricted cash pertains to cash collateral required by the Company’s lessor to satisfy a letter of credit requirement under its lease agreement. As of September 30, 2022, restricted cash was $333 and is included in other assets in the accompanying condensed balance sheet. Accounts Receivable Accounts receivable are recorded at the invoiced amount less any estimated allowance for doubtful accounts. An allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts by considering the age of outstanding invoices and the collection history of the customer, as well as an evaluation of potential risk of loss. A receivable deemed to be uncollectible is written off against a previously established allowance and recoveries are recognized when the cash is received. The Company has not experienced any significant losses from accounts receivable. Fair Value Measurements The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short-term nature of these items. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are 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. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company had $ of cash equivalents measured at Level 1 fair value on a recurring basis as of September 30, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. Cash is deposited with a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ . As of September 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 of loss. 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 September 30, 2022, the Company has not experienced any credit losses. For the three months ended September 30, 2022 and 2021, two customers and one customer represented % and % of the Company’s revenues, respectively. For the nine months ended September 30, 2022 and 2021, four and two customers represented % and % of the Company’s revenues, respectively . As of September 30, 2022 and December 31, 2021, three and five customers represented 76% and 96% , respectively, of the Company’s total accounts receivable . Segment Reporting The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker (CODM). The CODM 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 . Revenue Recognitio n The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers 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. 2. Identify the performance obligations in the contract. pre-defined 3. Determine the transaction price , Recognize revenue when, or as, a performance obligation is satisfied 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when, or as, a performance obligation is satisfied follow-on “bill-and-hold” Additionally, title and risk of loss has passed to the customer. as such, the Company does not have the ability to use the finished products or direct them to other customers. 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 condensed statements of operations . Deferred Costs Certain costs, which consist primarily of payroll-related costs, are initially deferred when (i) the costs relate directly to a customer contract, (ii) generate or enhance resources of the Company that will be used in satisfying future performance obligations, and (iii) are expected to be recovered. If these three criteria are not met, the costs are expensed into cost of revenue 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 total of 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 primarily includes cost of materials, direct labor costs, and allocation of indirect costs, such as facilities and overhead expenses. Costs are recognized when incurred during the period revenue is recognized. Stock-Based Compensation Prior to the formation of the Company, certain employees, directors, and contract workers were granted stock option awards under Amprius Holdings’ equity incentive plan. The stock-based compensation costs of those stock option awards to employees, directors and contract workers, who were transferred to the Company or continued to provide services to the Company, were recorded by the Company with a corresponding increase to additional paid-in In 2016, the Company adopted its equity incentive plan separate from the equity incentive plan of Amprius Holdings. Certain qualified employees, directors and contract workers of Amprius Holdings have received stock option awards of the Company. The cost of the stock-based compensation of those 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 Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards. These assumptions include: • Expected Term — The expected term of stock options represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term, the expected term has been derived based on the simplified method for awards that qualify as plain-vanilla options. • Expected Volatility — The Company estimates volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. • Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on the U.S. Treasury zero coupon issues with a remaining term equivalent to the expected term of the option. • Expected Dividend — The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy. The Company has not paid dividends since inception and currently, management does not anticipate a 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. Common Stock Warrants The Company classified the common stock warrants as equity in accordance with FASB ASC Topic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Recently Adopted Accounting Standards In February 2016, FASB issued ASU 2016-02, Leases, 2017-13, ASU 2018-10, ASU 2018-11, 2018-20 2019-01 right-of-use As of the adoption date, 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 and non-lease components The Company has a single lease of a real estate asset, which includes administrative and sales offices, research and development space, manufacturing and a dry 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 Topic 842, the lease continued to be classified as an operating lease, and the Company recognized the following 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 right-of-use (“ROU”) assets • The adoption of the new lease accounting standard increased the Company’s The adoption of Topic 842 did not have any other impact on the Company’s condensed balance sheet as of September 30, 2022, operating results for the three and nine months ended September 30, 2022, and condensed cash flows for the nine months ended September 30, 2022. In November 2021, the FASB issued ASU 2021-10, Government Assistance Disclosures by Business Entities About Government Assistance Accounting Pronouncements Not Yet Adopted 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 | 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 ne w or 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 ass ties a ac which 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 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 Work-in-process work-in-process The Company recorded a reduc tion 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 direc tly to p 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 as of 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 2022, with early adoption permitted. The Company is currently evaluating the impact ASU 2019-10 In October 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 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3 — BUSINESS COMBINATION On September 14, 2022, the Company completed the Business Combination, discussed above, which was treated as a reverse recapitalization. The effects of the Business Combination include the following: • t • a and • e . On the Closing Date, a number of investors (the “PIPE Investors”) purchased from the Company an aggregate of 2,052 PIPE units at a price of $10.00 per share (such transaction, the “PIPE”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into with the PIPE Investors. Each PIPE unit consists of (i) one share of common stock and (ii) one warrant (each, a “PIPE Warrant”) to purchase one share of common stock. The PIPE Warrants are substantially identical to the Public Warrants, except that the exercise price of each PIPE Warrant is $12.50 per share, and the average sales price of the common stock will need to exceed $20.00 per share for the Company to be able to redeem the PIPE Warrants. The PIPE was consummated immediately prior to the closing of the Business Combination. Immediately after giving effect to the Business Combination and the PIPE, the Company’s shares of common stock consisted of the following: Common stock — Legacy Amprius 65,777 Common stock — PIPE investment 2,052 Common stock — Kensington 16,340 Total shares of common stock immediately after Business Combination 84,169 The Company received net proceeds from the Business Combination and the PIPE totaling , after deducting transaction and issuance costs. Transaction costs paid by the Company, which consisted of direct and incremental costs, such as legal, consulting and advisory fees incurred in connection with the Business Combination, totaled $6,794 during the nine months ended September 30, 2022. These costs were initially deferred and subsequently classified as a reduction to additional paid-in capital in the accompanying condensed balance sheet upon the consummation of the Business Combination. |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | NOTE 4 — REVENUE 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 September t 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 September 30, 2022 and December 31, 2021, the accounts receivable balances were $ and $ , 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 were $ and $ , respectively. 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 September 30, 2022 and December 31, 2021, $ and $ of the total deferred revenue balance was considered long-term, respectively. As of September 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 $ . Given the applicable contract terms, $ is expected to be recognized as revenue within one year and $ 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 three and nine months ended September 30, 2022, $ and $ was recognized under bill-and-hold arrangements, respectively. under bill-and-hold arrangements, The following table reflects the changes in the Company’s contract liabilities, which is classified as deferred revenue : September 30, December 31, Deferred revenue s $ 2,864 $ 1,661 Unconditional rights to invoice but not yet recognized 1,381 1,770 Revenue recognized from prior period deferred revenue (1,663 ) (567 ) Deferred revenue s $ 2,582 $ 2,864 Deferred Costs During the three and nine months ended September 30, 2022, $286 and $1,182 of deferred costs, respectively, were recognized as costs of revenue in the condensed statements of operations. During each of the three and nine months ended September 30, 2021, $ 211 of deferred costs were recognized as costs of revenue in the condensed statement of operations. Deferred costs were $ and $ as of September 30, 2022 and December 31, 2021, respectively. During the nine month period ended September 30, 2022 and 2021, cost of revenues also includes costs incurred on certain customized design service contracts that were in excess of the amount expected to be recovered; however, those costs were not material. | 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 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 $ and $ were recognized as costs of revenue in the statements of operations for the years ended December 31, 2021 and 2020, respectively. Deferred costs were $ and $ 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. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | NOTE 5 — INVENTORY Inventory consisted of the following: September 30, December 31, Raw materials $ 272 $ 231 Work in pro gress 127 14 Finished goods 104 255 Inventories, net $ 503 $ 500 | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | NOTE 6 — PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: September 30, December 31, Pilot production equipment $ 4,662 $ 4,041 Laboratory equipment 2,291 2,287 Leasehold improvements 3,509 3,439 Furniture, fixtures, and other equipment 207 242 Property and equipment, at cost 10,669 10,009 Less: accumulated depreciation (6,845 ) (5,799 ) Property and equipment, net $ 3,824 $ 4,210 Pilot production equipment, above, includes construction in progress of $ as of September 30, 2022. Depreciation and amortization expense was $ and $441 for the three months ended September 30, 2022 and 2021, respectively, and $1,116 and $1,068 for the nine months ended September 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 And Other Current Liabi
Accrued And Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Accrued And Other Current Liabilities | NOTE 7 — ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following: September 30, December 31, Accrued compensation and benefits $ 1,035 $ 1,066 Accrued offering costs 399 — Accrued professional fees 330 18 Accrued property tax 228 67 Deferred rent — 87 Other 191 208 Accrued and other current liabilities $ 2,183 $ 1,446 | 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
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 years ended December 31, 2021 and 2020. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss per share | NOTE 10 — NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (4,244 ) $ (3,141 ) $ (11,276 ) $ (6,194 ) Denominator: Weighted-average number of common shares outstanding 69,013 65,772 66,859 65,762 Basic and diluted net loss per common share $ (0.06 ) $ (0.05 ) $ (0.17 ) $ (0.09 ) The following table summarizes the outstanding shares of potentially dilutive securities as of the periods presented that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive: September 30, 2022 2021 Stock options 14,216 9,831 Common stock warrants 47,935 — Total 62,151 9,831 | 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 (1) 65,764,502 65,693,821 Basic and diluted net loss per common share (1) $ (0.15 ) $ (0.11 ) 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 (1) $ 10,372,865 $ 5,731,145 (1) Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination in Note 1. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Stockholders' Equity | NOTE 8 — STOCKHOLDERS’ EQUITY As of September 30, 2022, the Company was authorized to issue 1,000,000 shares of stock, of which 950,000 shares are designated as common stock, $0.0001 par value per share, and 50,000 shares are designated as preferred stock, $0.0001 par value per share. Holders of common stock are entitled to one vote for each share held and are entitled to receive dividends when and if declared by the board of directors. Through and as of September 30, 2022, the Company has not declared any dividends. Equity Incentive Plans 2008 Plan Prior to the formation of the Company, Amprius Holdings granted stock options under its 2008 Stock Plan (the “2008 Plan”) to its qualified employees, including those employees who later transferred to the Company following the incorporation of the Company. Stock option grants under the 2008 Plan expire 10 years from the date of grant or 90 days from the termination of the employee, generally vest over tw The stock-based compensation under the 2008 Plan associated with those awards granted to the Company’s employees and Amprius Holdings’ employees who provide services to the Company is recorded by the Company as stock-based compensation and as contribution from Amprius Holdings. The completion of the merger with Kensington did not affect the terms of the outstanding options under the 2008 Plan. There were no options granted, exercised, or expired under the 2008 Plan during the nine months ended September 30, 2022. As of September 30, 2022, there were 12,642 shares of common stock reserved for the 2008 Plan, with 376 available to be issued. 2016 Plan Prior to the closing of the merger with Kensington, the Company maintained the 2016 Equity Incentive Plan (the “2016 Plan”), which was adopted effective December 1, 2017. The 2016 Plan permitted the grant of incentive stock options, non-qualified 2022 Plan The Company adopted the 2022 Plan effective September 14, 2022. The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, or performance awards and may be granted to directors, employees or consultants. Subject to the adjustment provisions and the evergreen provisions contained in the 2022 Plan, a total of 9,900 shares of the Company’s common stock is reserved for issuance pursuant to the 2022 Plan. In addition, the shares reserved for issuance under the 2022 Plan include any assumed awards that, on or after the Closing Date, were cancelled, expired or otherwise terminated without having been exercised in full, were tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or were forfeited to or repurchased by the Company due to failure to vest (provided that the maximum number of shares that may be added to the 2022 Plan is 15,000 shares). The number of shares available for issuance under the 2022 Plan may be increased annually beginning on January 1, 2023 subject to certain limitations under the 2022 Plan. The 2022 Plan provides for stock options to be granted to employees at an exercise price not less than 100% of the fair value at the grant date, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date and are exercisable upon vesting. There were no grants under the 2022 Plan during the three months ended September 30, 2022. As of September 30, 2022, a total of 9,907 shares of common stock were reserved for issuance under the 2022 Plan. ESPP The Company adopted the 2022 Employee Stock Purchase Plan (“ESPP”) effective September 14, 2022. Under the ESPP, the Company the maximum number of shares available for issuance is 990 shares of common stock, which number may be increased annually beginning January 1, 2023, subject to certain limitations under the ESPP. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase the Company’s common stock at a discount through payroll deductions. Under the ESPP, the Company may specify offering periods, provided that no offering period will have a duration exceeding 27 months. The purchase price per share is equal to 85% of the fair market value of a share of the Company’s common stock on the (i) offering date or (ii) purchase date, whichever is lower. The Company has not established an offering under the ESPP as of September 30, 2022. Executive Incentive Compensation Plan On September 14, 2022, the Company’s board of directors approved the Company’s Executive Incentive Compensation Plan, which will allow the Company to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals. The Company has the right to settle the award by granting an equity award, which may be subject to vesting conditions. All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws. As of September 30, 2022, there were no awards granted under the Executive Incentive Compensation Plan. Stock-Based Compensation The table below shows stock-based compensation expense recognized for both the 2008 and 2016 Plans for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue $ 125 $ 86 $ 357 $ 250 Research and development 6 7 20 11 Selling, general and administrative 646 230 1,746 441 Total stock-based compensation expense $ 777 $ 323 $ 2,123 $ 702 As of September 30, 2022, there was approximately $9,164 of unrecognized compensation cost related to the 2016 Plan, which is expected to be recognized over a weighted-average period of approximately 3.3 years. Common Stock Warrants Each redeemable warrant to purchase Kensington ordinary shares, exercisable for one ordinary share at an exercise price of $11.50 per share (the “Public Warrants”) and each warrant to purchase ordinary shares owned by Kensington, exercisable for one ordinary share at an exercise price of $11.50 (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) outstanding at the time of the Business Combination converted into a warrant exercisable for one share of the Company’s common stock pursuant to the Warrant Agreement, dated as of March 1, 2022 (the “Warrant Agreement”). At closing, there were 29,483 Public Warrants and 16,400 Private Warrants. Concurrent to the closing of the Business Combination, a number of PIPE Investors purchased from the Company an aggregate of 2,052 PIPE units at a price of $10.00 per share, which consist of (i) one share of common stock and (ii) one PIPE warrant to purchase one share of common stock. The PIPE Warrants are substantially identical to the Public Warrants, except that the exercise price of each PIPE Warrant is $12.50 per share, and the average sales price of the common stock will need to exceed $20.00 per share for the Company to be able to redeem the PIPE Warrants. The PIPE was consummated immediately prior to the closing of the Business Combination. As of September 30, 2022, the Company had 2,052 PIPE warrants outstanding. Common Stock Purchase Agreement On September 27, 2022, the Company entered into the Purchase Agreement with BRPC II, pursuant to which the Company, at its option, has the right to sell to BRPC II up to $200,000 of its common stock from time to time over a period of 24 months from and after the effective date of the registration statement related to the offering and resale of such shares of common stock. The purchase price will be determined by reference to the volume weighted average price of the Company’s common stock (as defined in the Purchase Agreement), less a discount of 3%. The Company cannot issue to BRPC II more than 19.99% of the aggregate number of shares of the common stock issued and outstanding immediately prior to the execution of the Purchase Agreement, except in limited circumstances. Proceeds from the sale of the Company’s common stock to BRPC II will depend upon the frequency and the market price of the Company’s common stock on the date of sale. The Company issued 85 shares of common stock to BRPC II upon execution of the Purchase Agreement as consideration for BRPC II’s commitment to purchase shares of the Company’s common stock. The Company incurred a total of $272 in costs related to the execution of the Purchase Agreement and the issuance of the initial commitment shares and such amount is initially recorded as deferred stock issuance costs and included in other assets in the accompanying condensed balance sheet. There were no other shares issued under the Purchase Agreement as of September 30, 2022. | 8. STOCKHOLDERS’ EQUITY The Consolidated Statement of Stockholders’ Equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as described in Note 1. As of December 31, 2021 and 2020, the Company was authorized to issue 950,000,000 shares of common stock at par value $0.0001 and 65,772,001 and 65,742,883 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 (1) 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 16,378,888 shares of common stock reserved for the 2016 Plan, with 5,749,559 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 1,124,473 6,000,484 $ 0.10 4.90 $ 2,104 Options granted — — — — — Options exercised — (72,795 ) 0.05 — 29 Options expired 196,544 (196,544 ) 0.35 — — Balance as of December 31, 2020 1,321,017 5,731,145 0.09 3.79 9,654 Shares Authorized 9,099,380 — — — — Options granted (4,707,235 ) 4,707,235 1.77 — — Options exercised — (29,118 ) 0.05 — 54 Options expired 36,397 (36,397 ) 0.21 — — Balance as of December 31, 2021 5,749,559 10,372,865 $ 0.85 5.86 $ 16,208 Options vested and exercisable as of December 31, 2021 6,348,921 $ 0.28 3.56 $ 13,542 Options vested and expected to vest as of December 31, 10,372,865 $ 0.85 5.86 $ 16,208 (1) Number of shares and exercise price disclosed are restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination in Note 1. 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 $ per share (1) . (1) Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination in Note 1. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Taxes | NOTE 9 — INCOME TAXES The Company had no income tax expense as a result of the continued generation of net operating losses (“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 | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 11 — LEASES The Company had a space and facility sharing arrangement with Amprius Holdings to use the equipment owned by Amprius Holdings and the spaces leased by Amprius Holdings as its administrative and sales office, research and development laboratory, and production and engineering facilities. Effective May 1, 2022, Amprius Holdings assigned to the Company the office lease that covers all facilities that the Company uses in its operations. For the period from January 1, 2022 until May 1, 2022 and the nine months ended September 30, 2021, the Company paid Amprius Holdings an average monthly fee to share the facilities of $ and $ , respectively. The current lease has an expiration date of , 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 September , 2022 . Operating lease expense under ASC 842 for the three and nine months ended September 30, 2022 amounted to $139 and $417, respectively. The total amount paid for amounts included in the measurement of operating lease liabilities was $132 and $350 during the three and nine months ended September 30, 2022. Future operating lease payments as of September 30, 2022 are as follows: Amount Year Ending December 31: 2022 (remaining three months) $ 132 2023 540 2024 565 2025 586 2026 604 2027 622 Thereafter 966 Gross lease payments 4,015 Less — Present value adjustments (921 ) Total operating lease liabilities $ 3,094 Operating lease disclosures for the Company’s single operating lease are as follows: September Remaining lease term (in years) 6.8 Discount rate for operating lease liabilities 7.9 % |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions | NOTE 13 — RELATED PARTY TRANSACTIONS Related Party Transactions with Amprius Holdings Prior to the closing of the Business Combination, the Company had intercompany arrangements with Amprius Holdings regarding sharing the facilities, service, and licensing to support the operation of the Company in the ordinary course of its business, as further described below. Pursuant to a termination agreement entered into by Amprius Holdings and the Company on June 8, 2022, the intercompany services agreements were terminated upon the Closing of Business Combination on September 14, 2022. and early February 2022, the general and administrative expenses of Amprius Holdings were allocated among each subsidiary, including the Company. After the distribution, such costs incurred by Amprius Holdings were wholly allocated to the Company as the only remaining subsidiary. The Company received financing for these amounts through capital contributions from Amprius Holdings as Amprius Holdings does not intend to demand repayment of the funds received. The composition of the capital contributions from Amprius Holdings for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock-based compensation $ 131 $ 37 $ 377 $ 116 Other allocated corporate costs — 85 295 246 Cash — 14,612 210 19,446 Total capital contributions from Amprius Holdings $ 131 $ 14,734 $ 882 $ 19,808 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 nine months ended September 30, 2022, the intercompany transactions between the Company and Amprius Holdings 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 shown as additional paid-in Prior to the Business Combination, the Company had a licensing agreement with Amprius Holdings to use patents and licenses owned by Amprius Holdings. Effective May 12, 2022, Amprius Holdings 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. Related Party Transactions with Affiliate Subsidiaries The Company also purchases raw materials and development materials from two subsidiaries that were owned and controlled by Amprius Holdings. Amprius Holdings distributed all of its shares in the two subsidiaries to its stockholders and optionees in February 2022. For the two-month | 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | NOTE 12 — COMMITMENTS AND CONTINGENCIES From time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business. The Company accrues a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against the Company for which the outcome is expected to have a material 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. T he 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. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events | NOTE 14 — SUBSEQUENT EVENTS Bonus Payout On October 5, 2022, Amprius Holdings’ board of directors approved the acceleration of a cash bonus payment of approximately $ 2,310 Department of Energy (“DOE”) Grants On October 11 , 2022 , the DOE’s Advanced Manufacturing Office awarded the Company a $ 1,000 low-cost On October 19 , 2022 , the DOE’s Office of Manufacturing and Energy Supply Chains awarded the Company a $ 50,000 | 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 (1) Subsequent to December 31, 2021 and through the date these financial statements were available to be issued, the Company granted 3,744,386 new options under the 2016 Plan at an average exercise price of $2.60 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 $2.01 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. The Business Combination was consummated on September 14, 2022 as disclosed in Note 1. 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. (1) Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination in Note 1. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In connection with the closing of the Business Combination, whereby Legacy Amprius was determined as the accounting acquirer for accounting and reporting purposes, the historical financial statements of Legacy Amprius became the historical financial statements of the combined company and no goodwill or other intangible assets were recorded. As a result, the accompanying condensed financial statements reflect (i) the assets and liabilities of Legacy Amprius at their historical cost; (ii) the historical operating results of Legacy Amprius prior to the Business Combination; (iii) the combined results of the Company and Legacy Amprius following the closing of the Business Combination; and (iv) Legacy Amprius’ equity structure, which has been retroactively restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock issued to Legacy Amprius stockholders. As such, the shares, corresponding capital amounts, and net loss per share related to Legacy Amprius common stock have been retroactively restated to reflect the effect of the exchange ratio of The accompanying condensed financial statements have been prepared from the financial records of Amprius Holdings on a carve-out carve-out More specifically, the accompanying condensed balance sheets include all of the Company’s owned assets, assets provided by Amprius Holdings, and liabilities incurred by Amprius Holdings on behalf of the Company. The accompanying condensed statements of operations reflect all activities directly attributable to the Company, as well as an allocation of Amprius Holdings’ general and administrative expenses. The Company did not share facilities or costs with the other subsidiaries of Amprius Holdings prior to them being distributed by Amprius Holdings with the exception of expenses at Amprius Holdings for payroll related expenses for two executive employees of Amprius Holdings and other legal, tax, insurance and accounting fees, which were not identifiable as related to a specific subsidiary (“Shared Expenses”). Amprius Holdings executives supported the Company and other subsidiaries of Amprius Holdings with governance, management, and investor relations. The Shared Expenses were allocated to the Company based on the time incurred by Amprius Holdings executives to support each of its subsidiaries as the level of effort required was not correlated to the level of activity, revenue, or other financial operating metrics for the subsidiaries. This allocation methodology resulted in an equal allocation of Shared Expenses to each subsidiary. Prior to the distribution of the subsidiaries of Amprius Holdings in late January and early February 2022, the general and administrative expenses of Amprius Holdings were allocated among each subsidiary, including the Company. After the distribution, such costs incurred by Amprius Holdings were wholly allocated to the Company as the only remaining subsidiary. Prior to the Closing of the Business Combination, the Company’s operations were funded by Amprius Holdings. The source of financing consisted of proceeds received by Amprius Holdings 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 unaudited condensed financial statements presented 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 of 1933 (as amended), 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 accounting standards until private companies are required to comply with such 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 | 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 ne w or |
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 useful lives of property and equipment, valuation of deferred taxes, valuation of inventory, carve-out right-of-use | 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 ass ties a ac which 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. Cash is deposited with a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ . As of September 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 of loss. 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 September 30, 2022, the Company has not experienced any credit losses. For the three months ended September 30, 2022 and 2021, two customers and one customer represented % and % of the Company’s revenues, respectively. For the nine months ended September 30, 2022 and 2021, four and two customers represented % and % of the Company’s revenues, respectively . As of September 30, 2022 and December 31, 2021, three and five customers represented 76% and 96% , respectively, of the Company’s total accounts receivable . | 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 | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of deposits at banks and a money market fund with original maturities of 90 days or less from the date of purchase. Restricted cash pertains to cash collateral required by the Company’s lessor to satisfy a letter of credit requirement under its lease agreement. As of September 30, 2022, restricted cash was $333 and is included in other assets in the accompanying 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. | |
Fair Value Measurements | Fair Value Measurements The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short-term nature of these items. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are 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. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company had $ of cash equivalents measured at Level 1 fair value on a recurring basis as of September 30, 2022. | |
Segment Reporting | Segment Reporting The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker (CODM). The CODM 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 are recorded at the invoiced amount less any estimated allowance for doubtful accounts. An allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts by considering the age of outstanding invoices and the collection history of the customer, as well as an evaluation of potential risk of loss. A receivable deemed to be uncollectible is written off against a previously established allowance and recoveries are recognized when the cash is received. The Company has not experienced any significant losses from 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, FASB issued ASU 2016-02, Leases, 2017-13, ASU 2018-10, ASU 2018-11, 2018-20 2019-01 right-of-use As of the adoption date, 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 and non-lease components The Company has a single lease of a real estate asset, which includes administrative and sales offices, research and development space, manufacturing and a dry 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 Topic 842, the lease continued to be classified as an operating lease, and the Company recognized the following 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 right-of-use (“ROU”) assets • The adoption of the new lease accounting standard increased the Company’s The adoption of Topic 842 did not have any other impact on the Company’s condensed balance sheet as of September 30, 2022, operating results for the three and nine months ended September 30, 2022, and condensed cash flows for the nine months ended September 30, 2022. 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 Work-in-process work-in-process The Company recorded a reduc tion | |
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 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 Recognitio n The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers 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. 2. Identify the performance obligations in the contract. pre-defined 3. Determine the transaction price , Recognize revenue when, or as, a performance obligation is satisfied 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when, or as, a performance obligation is satisfied follow-on “bill-and-hold” Additionally, title and risk of loss has passed to the customer. as such, the Company does not have the ability to use the finished products or direct them to other customers. In these “bill-and-hold” | |
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 Certain costs, which consist primarily of payroll-related costs, are initially deferred when (i) the costs relate directly to a customer contract, (ii) generate or enhance resources of the Company that will be used in satisfying future performance obligations, and (iii) are expected to be recovered. If these three criteria are not met, the costs are expensed into cost of revenue 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 total of 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 direc tly to p |
Cost of Revenues | Cost of Revenues Cost of revenues primarily includes cost of materials, direct labor costs, and allocation of indirect costs, such as facilities and overhead expenses. Costs are recognized 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 of the Company, certain employees, directors, and contract workers were granted stock option awards under Amprius Holdings’ equity incentive plan. The stock-based compensation costs of those stock option awards to employees, directors and contract workers, who were transferred to the Company or continued to provide services to the Company, were recorded by the Company with a corresponding increase to additional paid-in In 2016, the Company adopted its equity incentive plan separate from the equity incentive plan of Amprius Holdings. Certain qualified employees, directors and contract workers of Amprius Holdings have received stock option awards of the Company. The cost of the stock-based compensation of those 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 Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards. These assumptions include: • Expected Term — The expected term of stock options represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term, the expected term has been derived based on the simplified method for awards that qualify as plain-vanilla options. • Expected Volatility — The Company estimates volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. • Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on the U.S. Treasury zero coupon issues with a remaining term equivalent to the expected term of the option. • Expected Dividend — The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy. The Company has not paid dividends since inception and currently, management does not anticipate a 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 Adopted 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 | 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 as of 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 2022, with early adoption permitted. The Company is currently evaluating the impact ASU 2019-10 In October 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 condensed balance sheet as of December 31, 2021, which has been derived from audited financial statements as filed in the Company’s Registration Statement on Form S-1 Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. | |
Sales and Transaction Taxes | 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 condensed statements of operations . | |
Common Stock Warrants | Common Stock Warrants The Company classified the common stock warrants as equity in accordance with FASB ASC Topic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Company's shares of common stock | Immediately after giving effect to the Business Combination and the PIPE, the Company’s shares of common stock consisted of the following: Common stock — Legacy Amprius 65,777 Common stock — PIPE investment 2,052 Common stock — Kensington 16,340 Total shares of common stock immediately after Business Combination 84,169 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 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 : September 30, December 31, Deferred revenue s $ 2,864 $ 1,661 Unconditional rights to invoice but not yet recognized 1,381 1,770 Revenue recognized from prior period deferred revenue (1,663 ) (567 ) Deferred revenue s $ 2,582 $ 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 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Current | Inventory consisted of the following: September 30, December 31, Raw materials $ 272 $ 231 Work in pro gress 127 14 Finished goods 104 255 Inventories, net $ 503 $ 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following: September 30, December 31, Pilot production equipment $ 4,662 $ 4,041 Laboratory equipment 2,291 2,287 Leasehold improvements 3,509 3,439 Furniture, fixtures, and other equipment 207 242 Property and equipment, at cost 10,669 10,009 Less: accumulated depreciation (6,845 ) (5,799 ) Property and equipment, net $ 3,824 $ 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 And Other Current Lia_2
Accrued And Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | ||
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following: September 30, December 31, Accrued compensation and benefits $ 1,035 $ 1,066 Accrued offering costs 399 — Accrued professional fees 330 18 Accrued property tax 228 67 Deferred rent — 87 Other 191 208 Accrued and other current liabilities $ 2,183 $ 1,446 | 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) | 9 Months Ended | 12 Months Ended |
Sep. 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 three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (4,244 ) $ (3,141 ) $ (11,276 ) $ (6,194 ) Denominator: Weighted-average number of common shares outstanding 69,013 65,772 66,859 65,762 Basic and diluted net loss per common share $ (0.06 ) $ (0.05 ) $ (0.17 ) $ (0.09 ) | 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 (1) 65,764,502 65,693,821 Basic and diluted net loss per common share (1) $ (0.15 ) $ (0.11 ) |
Schedule of the outstanding shares of potentially dilutive securities | The following table summarizes the outstanding shares of potentially dilutive securities as of the periods presented that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive: September 30, 2022 2021 Stock options 14,216 9,831 Common stock warrants 47,935 — Total 62,151 9,831 | 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 (1) $ 10,372,865 $ 5,731,145 (1) Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination in Note 1. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of lessee, operating lease, liability, maturity | T he 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) | 9 Months Ended | 12 Months Ended |
Sep. 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 for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue $ 125 $ 86 $ 357 $ 250 Research and development 6 7 20 11 Selling, general and administrative 646 230 1,746 441 Total stock-based compensation expense $ 777 $ 323 $ 2,123 $ 702 | 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 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 [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 years ended December 31, 2021 and 2020 is as follows: Shares Outstanding Weighted- Weighted- Average Balance as of January 1, 2020 1,124,473 6,000,484 $ 0.10 4.90 $ 2,104 Options granted — — — — — Options exercised — (72,795 ) 0.05 — 29 Options expired 196,544 (196,544 ) 0.35 — — Balance as of December 31, 2020 1,321,017 5,731,145 0.09 3.79 9,654 Shares Authorized 9,099,380 — — — — Options granted (4,707,235 ) 4,707,235 1.77 — — Options exercised — (29,118 ) 0.05 — 54 Options expired 36,397 (36,397 ) 0.21 — — Balance as of December 31, 2021 5,749,559 10,372,865 $ 0.85 5.86 $ 16,208 Options vested and exercisable as of December 31, 2021 6,348,921 $ 0.28 3.56 $ 13,542 Options vested and expected to vest as of December 31, 10,372,865 $ 0.85 5.86 $ 16,208 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future operating lease payments as of September 30, 2022 are as follows: Amount Year Ending December 31: 2022 (remaining three months) $ 132 2023 540 2024 565 2025 586 2026 604 2027 622 Thereafter 966 Gross lease payments 4,015 Less — Present value adjustments (921 ) Total operating lease liabilities $ 3,094 |
Schedule Of Operating Lease Disclosure | Operating lease disclosures for the Company’s single operating lease are as follows: September Remaining lease term (in years) 6.8 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) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Components of the Capital Contributions | The composition of the capital contributions from Amprius Holdings for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock-based compensation $ 131 $ 37 $ 377 $ 116 Other allocated corporate costs — 85 295 246 Cash — 14,612 210 19,446 Total capital contributions from Amprius Holdings $ 131 $ 14,734 $ 882 $ 19,808 |
Summary of Significant Accoun_4
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_5
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |||
Summary of Significant Accounting Policies [Line Items] | |||||||||
FDIC insured amount | $ 250 | $ 250 | $ 250 | $ 250 | |||||
Estimate of incremental compensation expenses | 3,479 | 895 | |||||||
Proceeds from capital contribution | 16,200 | ||||||||
Allowance for doubtful debts on accounts receivable current | 0 | 0 | |||||||
Write down of inventory | 75 | 58 | |||||||
Impairment of long lived assets held for use | 0 | 0 | |||||||
Product warranty liability current | 0 | 0 | |||||||
Operating Lease Liability | $ 3,256 | $ 3,256 | 1,341 | $ 3,256 | |||||
Operating Lease Discount Rate Percent | 7.90% | 7.90% | |||||||
Operating Lease Right Of Use Asset | $ 3,059 | $ 3,059 | 3,059 | ||||||
Increase Decrease In Prepaid Rent | 43 | ||||||||
Retained earnings accumulated deficit | (86,831) | (86,831) | (75,401) | [1] | (65,505) | [1] | |||
Increase Decrease In Deferred Rent | $ 240 | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.4559 | ||||||||
Restricted cash included in other assets | 333 | $ 0 | $ 333 | $ 0 | |||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Cash equivalents | 72,828 | 72,828 | |||||||
New lease accounting standard [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Retained earnings accumulated deficit | $ 154 | $ 154 | |||||||
Selling, General and Administrative Expenses [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Advertising costs | $ 44 | $ 10 | |||||||
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 | 82% | 56% | 49% | ||||||
Major Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 25% | 86% | |||||||
Major Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 82% | 84% | 24% | 36% | |||||
Major Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 19% | 14% | |||||||
Major Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 10% | ||||||||
Major Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 76% | 19% | |||||||
Major Customer Four [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 83% | ||||||||
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% | ||||||||
Five Major Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 96% | ||||||||
[1]Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination as described in Note 1. |
Business Combination - Summary
Business Combination - Summary of Company's Shares of Common Stock (Detail) - Common Stock [Member] | Sep. 14, 2022 shares |
Legacy Amprius [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock | 65,777 |
PIPE investment [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock | 2,052 |
Kensington [Member] | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock | 16,340 |
Legacy Amprius , PIPE investment and Kensington | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Common stock | 84,169 |
Business Combination - Addition
Business Combination - Additional Information (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||
Sep. 14, 2022 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jul. 01, 2022 shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 shares | |
Business Acquisition [Line Items] | |||||||
Common Stock and Preferred Stock Shares Authorized | 1,000,000 | 1,000,000,000 | |||||
Common stock, shares authorized | 950,000 | 950,000 | 950,000,000 | 950,000,000 | |||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares authorized | 50,000 | 50,000,000 | |||||
Preferred stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Proceeds from issuance of stock in connection with business combination | $ | $ 70,938 | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.4559 | ||||||
Business acquisition, transaction costs | $ | $ 6,794 | ||||||
PIPE units [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Class of warrants and rights issued during the period | 2,052 | 2,052,000 | |||||
Class of warrants and rights issued, price per warrant | $ / shares | $ 10 | $ 10 | |||||
Number of securities into which each warrant or right may be converted | 1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12.5 | $ 12.5 | |||||
Legacy Amprius Option [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 6,665 | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.4559 | ||||||
Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares, Outstanding | 84,254 | 65,772,001 | 65,772,000 | 65,742,883 | 65,670,088 | ||
Common Stock [Member] | PIPE units [Member] | Share Price Equal Or Exceeds Twenty Dollar Per Share [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share price | $ / shares | $ 20 | $ 20 | |||||
Common Stock [Member] | Legacy Amprius Option [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 14,223 | ||||||
Legacy Amprius [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares, Outstanding | 65,777 |
Revenue - Schedule of Change in
Revenue - Schedule of Change in Contract with Customer Contract Liability (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Contract with Customer, Liability [Abstract] | |||
Deferred revenues, beginning of period | $ 2,864 | $ 1,661 | $ 1,591 |
Unconditional rights to invoice but not yet | 1,381 | 1,770 | 1,076 |
Revenue recognized from prior period deferred revenue | (1,663) | (567) | (1,006) |
Deferred revenues, end of period | $ 2,582 | $ 2,864 | $ 1,661 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Contract assets | $ 0 | $ 0 | $ 0 | $ 0 | |||
Contract with customer accounts receivable | 782 | 782 | 262 | 348 | |||
Deferred revenue balance | 2,582 | 2,582 | 2,864 | 1,661 | $ 1,591 | ||
Deferred revenue, noncurrent | 1,787 | 1,787 | 501 | 1,545 | |||
Revenue, remaining performance obligation, amount | 8,447 | 8,447 | 4,321 | ||||
Capitalized contract cost, amortization | 286 | $ 211 | 1,182 | $ 211 | 238 | 429 | |
Capitalized contract cost, net | 1,837 | 1,837 | 1,910 | 455 | |||
Bill and HoldArrangements [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract with customer, performance obligation satisfied in previous period | 340 | $ 270 | 736 | $ 670 | 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 | 3,110 | 3,110 | 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 | $ 5,337 | $ 5,337 | $ 1,044 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Line Items] | |||||
Services costs | $ 1,363 | $ 399 | |||
Related party costs related to stock compensation | 967 | ||||
Capital contributions | 21,584 | 4,866 | |||
Contributed capital from the Parent | $ 505 | $ 19,692 | 20,111 | 4,826 | |
Contribution from the Parent related to stock-based compensation | 1,473 | 40 | |||
Total capital contributions | 88,009 | 66,425 | |||
Outstanding payables balance from affiliate subsidiaries | 18 | 0 | |||
Cost of revenues | 7,101 | 6,695 | |||
Affiliated Entity [Member] | |||||
Related Party Transactions [Line Items] | |||||
Cost of revenues | $ 69 | $ 86 | $ 144 | $ 264 | $ 447 |
Related Party Transactions - Su
Related Party Transactions - Summary of Components of the Capital Contributions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||||
Stock-based compensation | $ 131 | $ 37 | $ 377 | $ 116 |
Other allocated corporate costs | 0 | 85 | 295 | 246 |
Cash | 0 | 14,612 | 210 | 19,446 |
Total capital contributions from Amprius Holdings | $ 131 | $ 14,734 | $ 882 | $ 19,808 |
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 | 9 Months Ended | 12 Months Ended | |
Sep. 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 ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease, Average monthly fee payments | $ 42 | $ 42 | |
Lease Expiration Date | Jun. 30, 2024 | Jun. 30, 2024 | |
Lease, Option to Extend | 60 | 60 months |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of lessee, operating lease, liability, maturity (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2022 | $ 525 | ||
2023 | 540 | ||
2024 | 276 | ||
Total | $ 3,256 | $ 3,256 | $ 1,341 |
Subsequent events - Additional
Subsequent events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Oct. 19, 2022 | Oct. 11, 2022 | Jan. 01, 2022 | Oct. 05, 2022 |
Subsequent Event [Line Items] | ||||
Sharebased compensation arrangement share options granted during period | 3,744,386 | |||
Sharebased compensation arrangement share options granted share price per share | $ 2.6 | |||
Sharebased compensation arrangement share options granted vesting period | 4 years | |||
Share based compensation arrangement share options granted fair value per share | $ 2.01 | |||
Sharebased compensation arrangement compensation cost not recognized | $ 7,519 | |||
Common stock exchange ratio | 1.45823 | |||
Government Grant [Member] | ||||
Subsequent Event [Line Items] | ||||
Government grant awarded | $ 50,000 | $ 1,000 | ||
Deferred Bonus [Member] | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Accelerated cash bonus payout | $ 2,310 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory Write-down | $ 75 | $ 58 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Current (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw material | $ 272 | $ 231 | $ 245 |
Work in process | 127 | 14 | 23 |
Finished goods | 104 | 255 | 249 |
Inventories, net | $ 503 | $ 500 | $ 517 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 10,669 | $ 10,009 | $ 9,715 |
Less: accumulated depreciation and amortization | (6,845) | (5,799) | (4,464) |
Total property and equipment, net | 3,824 | 4,210 | 5,251 |
Pilot production equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 4,662 | 4,041 | 2,178 |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 2,291 | 2,287 | 2,313 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,509 | 3,439 | 3,437 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 384 | 1,550 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 157 | 152 | |
Furniture, fixtures, and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 85 | $ 85 | |
Furniture, fixtures, and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 207 | $ 242 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 1,441 | $ 1,236 | ||||
Depreciation and amortization expense | $ 386 | $ 441 | $ 1,116 | $ 1,068 | ||
Property, Plant and Equipment, Gross | 10,669 | 10,669 | 10,009 | 9,715 | ||
Construction in Progress [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, transfers and changes | $ 1,865 | |||||
Property, Plant and Equipment, Gross | $ 384 | $ 384 | $ 1,550 |
Accrued And Other Current Lia_3
Accrued And Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued compensation and benefits | $ 1,035 | $ 1,066 | $ 420 |
Accrued offering costs | 399 | ||
Accrued professional fees | 330 | ||
Accrued property tax | 228 | 63 | 247 |
Deferred rent | 0 | 87 | 87 |
Other | 191 | 78 | 51 |
Accrued and other current liabilities | $ 2,183 | 1,294 | $ 805 |
Previously Reported [Member] | |||
Accrued compensation and benefits | 1,066 | ||
Accrued professional fees | 18 | ||
Accrued property tax | 67 | ||
Deferred rent | 87 | ||
Other | 208 | ||
Accrued and other current liabilities | $ 1,446 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | May 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||
Gain (Loss) on extinguishment of debt | $ (24) | $ 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) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 14, 2022 | Mar. 19, 2021 | Mar. 16, 2015 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 27, 2022 USD ($) | |||
Nature Of Operations [Line Items] | ||||||||||||
Date of incorporation | Mar. 19, 2021 | Mar. 16, 2015 | ||||||||||
Retained earnings accumulated deficit | $ 86,831 | $ 86,831 | $ 75,401 | [1] | $ 65,505 | [1] | ||||||
Commitement to contribute cash | 2,800 | |||||||||||
Net income (loss) | (4,244) | $ (3,141) | (11,276) | $ (6,194) | $ (9,896) | $ (7,418) | ||||||
Cash and cash equivalents | 73,803 | $ 13,112 | 73,803 | $ 13,112 | ||||||||
Proceeds from issuance of stock in connection with business combination | $ 70,938 | |||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.4559 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Nature Of Operations [Line Items] | ||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.4559 | |||||||||||
U.S. Department of Energys Office of Manufacturing and Energy Supply Chains [Member] | Effective October 19,2022 [Member] | ||||||||||||
Nature Of Operations [Line Items] | ||||||||||||
Award Of Grant Amount | $ 50,000 | $ 50,000 | ||||||||||
Purchase Agreement [Member] | ||||||||||||
Nature Of Operations [Line Items] | ||||||||||||
As per agreement option to sell number of shares of common stock value | $ 200,000 | |||||||||||
Committed Equity Financing Amount | $ 200,000 | |||||||||||
Parent Company [Member] | ||||||||||||
Nature Of Operations [Line Items] | ||||||||||||
Percentage of ownership in the company | 99.60% | 99.70% | ||||||||||
[1]Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination as described in Note 1. |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, employer contribution | $ 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 | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Numerator: | |||||||||||
Net income (loss) | $ (4,244) | $ (3,141) | $ (11,276) | $ (6,194) | $ (9,896) | $ (7,418) | |||||
Weighted-average number of common shares outstanding, Basic | 69,013 | 65,772 | 69,013 | 65,772 | 66,859 | 65,762 | 65,764,502 | [1] | 65,693,821 | [1] | |
Weighted-average number of common shares outstanding, Diluted | 69,013 | 65,772 | 69,013 | 65,772 | 66,859 | 65,762 | 65,764,502 | [1] | 65,693,821 | [1] | |
Basic and diluted net loss per common share, Basic | $ (0.06) | $ (0.06) | $ (0.05) | $ (0.05) | $ (0.17) | $ (0.09) | $ (0.15) | [1] | $ (0.11) | [1] | |
Basic and diluted net loss per common share, Diluted | $ (0.06) | $ (0.06) | $ (0.05) | $ (0.05) | $ (0.17) | $ (0.09) | $ (0.15) | [1] | $ (0.11) | [1] | |
[1]Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination as described in Note 1. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of the outstanding shares of potentially dilutive securities (Detail) - shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | [1] | Dec. 31, 2020 | [1] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 62,151 | 9,831 | ||||
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 14,216 | 9,831 | 10,372,865 | 5,731,145 | ||
Common stock warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 47,935 | 0 | ||||
[1]Restated for the retroactive application to reflect the effect of the Exchange Ratio established in the Business Combination in Note 1. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 27, 2022 | Sep. 14, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock, shares authorized | 950,000 | 950,000 | 950,000 | 950,000,000 | 950,000,000 | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares, issued | 84,254 | 84,254 | 65,772,001 | 65,742,883 | |||
Common stock, shares, outstanding | 84,254 | 84,254 | 65,772,001 | 65,742,883 | |||
Common stock, voting rights | one vote | ||||||
Share based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 3 months 18 days | ||||||
Common Stock and Preferred Stock Shares Authorized | 1,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Preferred stock shares authorized | 50,000 | 50,000,000 | 50,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Maximum Number of Common Stock Issuable | 200,000,000 | ||||||
Public Warrants [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price of warrant | $ 11.5 | $ 11.5 | |||||
Number of warrants or rights outstanding | 29,483,000 | 29,483,000 | |||||
Private Placement Warrants [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price of warrant | $ 11.5 | $ 11.5 | |||||
Number of warrants or rights outstanding | 16,400,000 | 16,400,000 | |||||
PIPE units [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price of warrant | $ 12.5 | $ 12.5 | $ 12.5 | ||||
Number of warrants or rights outstanding | 2,052,000 | 2,052,000 | |||||
Class of warrants and rights issued during the period | 2,052 | 2,052,000 | |||||
Class of warrants and rights issued, price per warrant | $ 10 | $ 10 | |||||
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 | 12,642,000 | 12,642,000 | 12,642,364 | ||||
Number of shares issued under share-based payment arrangement | 376,000 | 375,546 | |||||
Total intrinsic value of stock options exercised | $ 28,000 | $ 1,000 | |||||
Share based compensation arrangement by share based payment award, options, vested in period, fair value | 273,000 | $ 9,000 | |||||
Share based payment arrangement, nonvested award, cost not yet recognized | $ 404,000 | ||||||
Share based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 9 months 18 days | ||||||
Share based compensation arrangement share options granted fair value per share | $ 2.5 | $ 1.73 | |||||
Sharebased compensation arrangement share options granted during period | 3,609,610 | 1,393,713 | |||||
Options granted, Weighted- Average Exercise Price Per Share | $ 2.43 | $ 1.73 | |||||
Share-based compensation arrangement by share-based payment award, options outstanding number | 10,056,990 | 8,473,849 | 8,558,849 | ||||
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 | ||||||
Share based compensation arrangement by share-based payment award, award vesting period | 4 years | ||||||
Common stock, capital shares reserved for future issuance | 16,378,888 | ||||||
Number of shares issued under share-based payment arrangement | 5,749,559 | ||||||
Total intrinsic value of stock options exercised | $ 54,000 | $ 29,000 | |||||
Share based compensation arrangement by share based payment award, options, vested in period, fair value | 859,000 | $ 42,000 | |||||
Share based payment arrangement, nonvested award, cost not yet recognized | $ 9,164,000 | $ 9,164,000 | $ 4,436,000 | ||||
Share based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 3 months 18 days | ||||||
Share based compensation arrangement share options granted fair value per share | $ 1.14 | ||||||
Sharebased compensation arrangement share options granted during period | 3,875,000 | 4,707,235 | 0 | ||||
Options granted, Weighted- Average Exercise Price Per Share | $ 2.62 | $ 1.77 | $ 0 | ||||
Share-based compensation arrangement by share-based payment award, options outstanding number | 14,216,000 | 14,216,000 | 10,372,865 | 5,731,145 | 6,000,484 | ||
2022 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 | ||||||
Common stock, capital shares reserved for future issuance | 9,900,000 | 9,907,000 | 9,907,000 | ||||
Sharebased compensation arrangement share options granted during period | 0 | ||||||
Common stock capital shares reserved for future issuance increase | 15,000,000 | ||||||
Share-Based compensation arrangement by share-Based payment award, purchase Price of common stock, percent | 100% | ||||||
2022 ESPP | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation arrangement by share-based payment award, terms of award | 27 | ||||||
Common stock, capital shares reserved for future issuance | 990,000 | ||||||
Share-Based compensation arrangement by share-Based payment award, purchase Price of common stock, percent | 85% | ||||||
Executive Incentive Compensation Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Sharebased compensation arrangement share options granted during period | 0 | ||||||
Common Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock issued during period shares | 85,000 | 85 | |||||
Common Stock [Member] | Share Price Equal Or Exceeds Twenty Dollar Per Share [Member] | PIPE units [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share price | $ 20 | $ 20 | $ 20 | ||||
Common Stock Purchase Agreement | BRPC II [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Agreement Period | 24 months | ||||||
Common Stock Issuance Discount Rate | 3% | ||||||
Percentage of Common Stock Outstanding which can be issued | 19.99% | ||||||
Stock issued during period shares | 85,000 | ||||||
Issuance Costs | $ 272,000 | ||||||
Stock issued during period, shares, other | 0 | ||||||
Share-Based Payment Arrangement, Nonemployee [Member] | 2022 Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based compensation arrangement by share-Based payment award, purchase Price of common stock, percent | 110% | ||||||
Percentage of Shareholding | 10% | ||||||
Dividend Declared [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Dividends payable | $ 0 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | 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 | 1,927,978 | |
Options granted, Shares Available for Grant | (3,609,610) | (1,393,713) | ||
Options exercised, Shares Available for Grant | 0 | 0 | ||
Options expired, Shares Available for Grant | 1,975,178 | 1,475,713 | ||
Ending Balance, Shares Available for Grant | 375,546 | 2,009,978 | 1,927,978 | |
Beginning Balance, Outstanding Stock Options | 10,056,990 | 8,473,849 | 8,558,849 | |
Options granted, Outstanding Stock Options | 3,609,610 | 1,393,713 | ||
Options exercised, Outstanding Stock Options | (51,291) | (3,000) | ||
Options expired, Outstanding Stock Options | (1,975,178) | (1,475,713) | ||
Ending Balance, Outstanding Stock Options | 10,056,990 | 8,473,849 | 8,558,849 | |
Options vested and exercisable, Outstanding Stock Options | 9,327,678 | |||
Options vested and expected to vest, Outstanding Stock Options | 10,056,990 | |||
Beginning Balance, Weighted- Average Exercise Price Per Share | $ 1.49 | $ 0.75 | $ 0.48 | |
Options granted, Weighted- Average Exercise Price Per Share | 2.43 | 1.73 | ||
Options exercised, Weighted- Average Exercise Price Per Share | 0.28 | 0.03 | ||
Options expired, Weighted- Average Exercise Price Per Share | 0.28 | 0.1 | ||
Ending balance, Weighted- Average Exercise Price Per Share | 1.49 | $ 0.75 | $ 0.48 | |
Options vested and exercisable, Weighted- Average Exercise Price Per Share | 1.46 | |||
Options vested and expected to vest, Weighted- Average Exercise Price Per Share | $ 1.49 | |||
Weighted- Average Remaining Contractual Life (Years) | 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) | 6 years 4 months 6 days | |||
Options vested and expected to vest, Weighted- Average Remaining Contractual Life (Years) | 6 years 6 months 10 days | |||
Beginning Balance, Average Intrinsic Value | $ 10,995 | $ 14,068 | $ 11,137 | |
Options exercised, Average Intrinsic Value | 28 | 1 | ||
Ending Balance, Average Intrinsic Value | 10,995 | $ 14,068 | $ 11,137 | |
Options vested and exercisable, Average Intrinsic Value | 10,401 | |||
Options vested and expected to vest, Average Intrinsic Value | $ 10,995 | |||
2016 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Beginning Balance, Shares Available for Grant | 5,749,559 | 1,321,017 | 1,124,473 | |
Options granted, Shares Available for Authorized | 9,099,380 | |||
Options granted, Shares Available for Grant | (4,707,235) | 0 | ||
Options exercised, Shares Available for Grant | 0 | 0 | ||
Options expired, Shares Available for Grant | 36,397 | 196,544 | ||
Ending Balance, Shares Available for Grant | 5,749,559 | 1,321,017 | 1,124,473 | |
Beginning Balance, Outstanding Stock Options | 10,372,865 | 5,731,145 | 6,000,484 | |
Options granted, Outstanding Stock Options | 3,875,000 | 4,707,235 | 0 | |
Options exercised, Outstanding Stock Options | (29,118) | (72,795) | ||
Options expired, Outstanding Stock Options | (36,397) | (196,544) | ||
Ending Balance, Outstanding Stock Options | 14,216,000 | 10,372,865 | 5,731,145 | 6,000,484 |
Options vested and exercisable, Outstanding Stock Options | 6,348,921 | |||
Options vested and expected to vest, Outstanding Stock Options | 10,372,865 | |||
Beginning Balance, Weighted- Average Exercise Price Per Share | $ 0.85 | $ 0.09 | $ 0.1 | |
Options granted, Weighted- Average Exercise Price Per Share | $ 2.62 | 1.77 | 0 | |
Options exercised, Weighted- Average Exercise Price Per Share | 0.05 | 0.05 | ||
Options expired, Weighted- Average Exercise Price Per Share | 0.21 | 0.35 | ||
Ending balance, Weighted- Average Exercise Price Per Share | 0.85 | $ 0.09 | $ 0.1 | |
Options vested and exercisable, Weighted- Average Exercise Price Per Share | 0.28 | |||
Options vested and expected to vest, Weighted- Average Exercise Price Per Share | $ 0.85 | |||
Weighted- Average Remaining Contractual Life (Years) | 5 years 10 months 9 days | 4 years 10 months 24 days | ||
Options vested and exercisable, Weighted- Average Remaining Contractual Life (Years) | 3 years 6 months 21 days | |||
Options vested and expected to vest, Weighted- Average Remaining Contractual Life (Years) | 5 years 10 months 9 days | 3 years 9 months 14 days | ||
Beginning Balance, Average Intrinsic Value | $ 16,208 | $ 9,654 | $ 2,104 | |
Options exercised, Average Intrinsic Value | 54 | 29 | ||
Ending Balance, Average Intrinsic Value | 16,208 | $ 9,654 | $ 2,104 | |
Options vested and exercisable, Average Intrinsic Value | 13,542 | |||
Options vested and expected to vest, Average Intrinsic Value | $ 16,208 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share based payment arrangement, expense | $ 777 | $ 323 | $ 2,123 | $ 702 | $ 2,473 | $ 82 |
Cost of revenues [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share based payment arrangement, expense | 125 | 86 | 357 | 250 | 693 | 27 |
Research and development [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share based payment arrangement, expense | 6 | 7 | 20 | 11 | 233 | 7 |
Sales, general and administrative [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share based payment arrangement, expense | $ 646 | $ 230 | $ 1,746 | $ 441 | $ 1,547 | $ 48 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Weighted-Average Assumptions for Options Granted (Detail) | 12 Months Ended | |
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% |
Expected volatility | 52.18% | 50.27% |
Expected term (in years) | 5 years 3 days | 5 years 9 months |
Risk-free rate | 1.19% | 0.14% |
2016 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Dividend yield | 0% | |
Expected volatility | 51.75% | |
Expected term (in years) | 5 years 11 months 1 day | |
Risk-free rate | 1.07% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Detail ) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining three months) | $ 132 |
2023 | 540 |
2024 | 565 |
2025 | 586 |
2026 | 604 |
2027 | 622 |
Thereafter | 966 |
Gross lease payments | 4,015 |
Less — Present value adjustments | (921) |
Total operating lease liabilities | $ 3,094 |
Leases -Summary of Operating L
Leases -Summary of Operating Lease, Disclosure (Detail ) | Sep. 30, 2022 |
Leases [Abstract] | |
Remaining lease term (in years) | 6 years 9 months 18 days |
Discount rate for operating lease liabilities | 7.90% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | May 01, 2022 | Sep. 30, 2022 | 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 | $ 0 | ||
Operating lease expense | 139 | 417 | ||
Operating lease payments use | $ 132 | $ 350 |