Peraso (PRSO) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 09, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	PERASO INC.
Entity Central Index Key	0000890394
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Trading Symbol	PRSO
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Address, State or Province	CA
Entity Shell Company	false
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		21,607,633
Entity File Number	000-32929
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0291941
Entity Address, Address Line One	2309 Bering Drive
Entity Address, City or Town	San Jose
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	418-7500
Document Quarterly Report	true
Document Transition Report	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 3,791	$ 5,893
Short-term investments	5,993	9,267
Accounts receivable, net	2,106	2,436
Inventories	4,521	3,824
Tax credits and receivables	1,117	1,099
Prepaid expenses and other	1,333	1,159
Total current assets	18,861	23,678
Long-term investments	2,399	2,928
Property and equipment, net	2,042	2,349
Intangible assets, net	7,852	8,355
Goodwill	9,946	9,946
Right-of-use lease asset, net	770	617
Other	78	78
Total assets	41,948	47,951
Current liabilities
Accounts payable	1,941	1,937
Accrued expenses and other	2,373	2,903
Deferred revenue	361	375
Short-term lease liability	422	379
Total current liabilities	5,097	5,594
Long-term lease liability	411	288
Total liabilities	5,508	5,882
Commitments and contingencies (Note 5)
Stockholders’ equity
Preferred stock, $0.01 par value; 20,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 120,000 shares authorized; 21,588 shares and 21,579 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	22	22
Additional paid-in capital	160,408	159,246
Accumulated other comprehensive loss	(37)
Accumulated deficit	(123,953)	(117,199)
Total stockholders’ equity	36,440	42,069
Total liabilities and stockholders’ equity	$ 41,948	$ 47,951

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares issued	21,588,000	21,579,000
Common stock, shares outstanding	21,588,000	21,579,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net revenue
Total net revenue	$ 3,403	$ 1,101
Cost of net revenue	1,590	619
Gross profit	1,813	482
Operating expenses
Research and development	6,003	2,787
Selling, general and administrative	2,546	1,307
Total operating expenses	8,549	4,094
Loss from operations	(6,736)	(3,612)
Interest expense		(513)
Other expense, net	(18)	(32)
Net loss	(6,754)	(4,157)
Other comprehensive loss, net of tax:
Net unrealized loss on available-for-sale securities	(37)
Comprehensive loss	$ (6,791)	$ (4,157)
Net loss per share
Basic	$ (0.34)	$ (0.79)
Diluted	$ (0.34)	$ (0.79)
Shares used in computing net loss per share
Basic	19,769	5,241
Diluted	19,769	5,241
Product
Net revenue
Total net revenue	$ 3,204	$ 1,051
Royalty and Other
Net revenue
Total net revenue	$ 199	$ 50

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ (3,921)	$ 5	$ 102,361		$ (106,287)
Beginning Balance, shares at Dec. 31, 2020		5,241
Stock-based compensation	1,177		1,177
Net loss	(4,157)				(4,157)
Ending Balance at Mar. 31, 2021	(6,901)	$ 5	103,538		(110,444)
Ending Balance, shares at Mar. 31, 2021		5,241
Beginning Balance at Dec. 31, 2021	$ 42,069	$ 22	159,246		(117,199)
Beginning Balance, shares at Dec. 31, 2021	21,579	21,579
Issuance of common stock under stock plan, net	$ (9)		(9)
Issuance of common stock under stock plan, net, shares		9
Stock-based compensation	1,171		1,171
Net unrealized loss on available-for-sale securities	(37)			$ (37)
Net loss	(6,754)				(6,754)
Ending Balance at Mar. 31, 2022	$ 36,440	$ 22	$ 160,408	$ (37)	$ (123,953)
Ending Balance, shares at Mar. 31, 2022	21,588	21,588

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (6,754,000)	$ (4,157,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	776,000	277,000
Stock-based compensation	1,171,000	1,177,000
Change in fair value of warrant liability		39,000
Amortization of debt discount		348,134
Accrued interest expense		165,000
Amortization of lease right-of-use assets	121,000	60,000
Change in operating lease liabilities	(107,000)	(58,000)
Other	152,000	9,000
Changes in assets and liabilities:
Accounts receivable	331,000	688,000
Inventories	(698,000)	155,000
Tax credits and receivables	(17,000)	(246,000)
Prepaid expenses and other assets	(175,000)	121,000
Accounts payable	4,000	133,000
Deferred revenue and other liabilities	(544,000)	37,000
Net cash used in operating activities	(5,740,000)	(1,252,000)
Cash flows from investing activities:
Purchases of property and equipment	(76,000)	(9,000)
Purchases of intangible assets	(20,000)
Proceeds from maturities of marketable securities	4,240,000
Purchases of marketable securities and investments	(497,000)
Net cash provided by (used in) investing activities	3,647,000	(9,000)
Cash flows from financing activities:
Taxes paid to net share settle equity awards	(9,000)
Net proceeds from loan facility		552,000
Net cash provided by (used in) financing activities	(9,000)	552,000
Net decrease in cash and cash equivalents	(2,102,000)	(709,000)
Cash and cash equivalents at beginning of period	5,893,000	1,711,000
Cash and cash equivalents at end of period	3,791,000	$ 1,002,000
Supplemental disclosure:
Recognition of right-of-use asset and lease liability	274,000
Unrealized loss on securities	$ 37,000

The Company and Summary of Sign

The Company and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
The Company and Summary of Significant Accounting Policies	Note 1. The Company and Summary of Significant Accounting Policies Peraso Inc., formerly known as MoSys, Inc. (the Company), was incorporated in California in 1991 and reincorporated in 2000 in Delaware. The Company is a fabless semiconductor company specializing in the development of mmWave technology, including 60GHz and 5G products, and derives revenue from selling semiconductor devices, licensing of intellectual property (IP) and performance of non-recurring engineering services (NRE). The Company also manufactures and sells memory semiconductor devices that enable fast, intelligent data access and decision making for a wide range of markets. On September 14, 2021, the Company and its subsidiaries, 2864552 Ontario Inc. (Callco) and 2864555 Ontario Inc. (Canco), entered into an Arrangement Agreement (the Arrangement Agreement) with Peraso Technologies Inc. (Peraso Tech), a corporation existing under the laws of the province of Ontario, to acquire all of the issued and outstanding common shares of Peraso Tech (the Peraso Shares), including those Peraso Shares to be issued in connection with the conversion or exchange of secured convertible debentures and common share purchase warrants of Peraso Tech, as applicable, by way of a statutory plan of arrangement (the Arrangement) under the Business Corporations Act (Ontario). On December 17, 2021, , the Company changed its name to “Peraso Inc.” and began trading on the Nasdaq Stock Market (the Nasdaq) under the symbol “PRSO.” For accounting purposes, the legal subsidiary, Peraso Tech, has been treated as the accounting acquirer and the Company, the legal parent, has been treated as the accounting acquiree. The transaction was accounted for as a reverse acquisition in accordance with Accounting Standards Codification (ASC) No. 805, Business Combinations (ASC 805). Accordingly, these condensed consolidated financial statements are a continuation of Peraso Tech’s consolidated financial statements prior to December 17, 2021 and exclude the statements of operations and comprehensive loss, statement of stockholders’ equity (deficit) and statements of cash flows of the Company prior to December 17, 2021. See Note 2 for additional disclosure The accompanying condensed consolidated financial statements of the Company have been prepared without audit. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any other future period. Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. COVID-19 The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. The full extent of the COVID-19 impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread, all of which are uncertain, out of the Company’s control, and cannot be predicted . Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, purchase price allocations, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments. Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method. Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates . Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for doubtful accounts receivable was zero as of March 31, 2022 and approximately $61,000 as of December 31, 2021. Inventories The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded write-downs of inventory of approximately $114,000 during the three months ended March 31, 2022, and recorded no write-downs of inventory during the three months ended March 31, 2021. Tax Credits and Receivables The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada. In addition, as a Canadian Controlled Private Corporation (CCPC), the Company is also a part of the Scientific Research and Experimental Development (SR&ED) Program, which uses tax incentives to encourage Canadian businesses of all sizes and in all sectors to conduct research and development (R&D) in Canada. As a part of the program, the Company may be entitled to a receivable in the form of tax credit or incentive. The Company records refundable tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. A government refund or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. As of December 17, 2021, Peraso Tech ceased to be a CCPC and is no longer eligible for the expenditure refund program. However, it is eligible for a tax credit of 15% on qualified SR&ED expenditures. Unused tax credits can be carried back three years or forward for 20 years Intangible and Long-lived Assets Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value. Goodwill The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its fair value, then the Company must record an impairment charge equal to the difference. Leases ASC No. 842, Leases Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board ( Revenue from Contracts with Customers, As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer. The Company generates revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. P roduct revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company's contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. License and other The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes license fees as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. Engineering services revenue Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. Contract liabilities – deferred revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of December 31, 2021, contract liabilities were in a current position and included in deferred revenue. During the three months ended March 31, 2022, the Company recognized approximately $15,000 of revenue that had been included in deferred revenue as of December 31, 2021. See Note 6 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to net value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue. Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of product sales. Government Subsidies A grant or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. Starting in 2020, certain Canadian businesses, which experienced a drop in revenue during the COVID-19 pandemic, became eligible for a rent and wage subsidy from the government. The Company’s subsidiary, Peraso Tech, began receiving this subsidy on a monthly basis beginning in the fourth quarter of 2020. During the three months ended March 31, 2021 , the Company recognized payroll subsidies of $ 425,525 as a reduction in the associated wage costs and rent subsidies of $ 77,780 as a reduction of operating expenses in the condensed consolidated statement of operations. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees. The Company accounts for such grants based on ASC No. 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. Foreign Currency Transactions The functional currency of the Company is the U.S dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders. Per Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and exercise of warrants. The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): March 31, 2022 2021 Escrow shares 1,815 — Options to purchase common stock 1,545 1,042 Unvested restricted common stock units 75 — Convertible debt — 3,272 Warrants 134 375 Total 3,569 4,689 Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses for smaller reporting companies. The Company is still evaluating the impact of this accounting guidance on its results of operations and financial position. In August 2020, the FASB issued ASU No. 2020-06 (ASU 2020-06), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2022
Business Combinations [Abstract]
Business Combination	Note 2: Business Combination Arrangement As discussed in Note 1, on September 14, 2021, the Company and its newly formed subsidiaries Callco and Canco entered into the Arrangement Agreement with Peraso Tech. On December 17, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, including approvals from the stockholders of the Company and Peraso Tech, the Arrangement was completed. Securities Conversion Pursuant to the completion of the Arrangement, each Peraso Share that was issued and outstanding immediately prior to December 17, 2021 was converted into the right to receive 0.045239122387267 (the Exchange Ratio) newly issued shares of common stock of the Company or shares of Canco, which are exchangeable for shares of the Company’s common stock (Exchangeable Shares) at the election of each former Peraso Tech stockholder. In addition, all of Peraso Tech’s outstanding stock options and other securities exercisable or exchangeable for, or convertible into, and any other rights to acquire Peraso Shares were exchanged for securities exercisable or exchangeable for, or convertible into, or other rights to acquire the Company’s common stock. Immediately following the completion of the Arrangement, the former security holders of Peraso Tech owned approximately 61%, on a fully-diluted basis, of the Company’s common stock, and the former shareholders of Peraso Tech, as a group, obtained control of the Company. While the Company was the legal acquirer of Peraso Tech, Peraso Tech was deemed to be the acquirer for accounting purposes. In addition, pursuant to the terms of the Arrangement Agreement, (i) certain warrants to purchase Peraso Shares outstanding immediately prior to the closing of the Arrangement were exercised in consideration for the issuance of Peraso Shares; (ii) each convertible debenture of Peraso Tech outstanding immediately prior to the closing of the Arrangement and all principal and accrued but unpaid interest thereon was converted into Peraso Shares at a conversion price equal to the conversion price set out in each such debenture; and (iii) each outstanding option to purchase Peraso Shares (each, a Peraso Option) was exchanged for a replacement option to purchase such number of shares of common stock that was equal to the product of (a) the number of Peraso Shares subject to the Peraso Options immediately before the closing of the Arrangement and (b) the Exchange Ratio, rounded down to the nearest whole number of shares of common stock. Upon the closing of the Arrangement, an aggregate of 9,295,097 Exchangeable Shares and 3,558,151 shares of common stock were issued to the holders of Peraso Shares. Of such shares, pursuant to the terms of the Agreement, the Company held in escrow an aggregate of 1,312,878 Exchangeable Shares and 502,567 shares of common stock (collectively, the Escrow Shares). The Escrow Shares are escrowed pursuant to the terms of an escrow agreement on a pro rata basis from the aggregate consideration received by the holders of Peraso Shares, subject to the offset by the Company for any losses in accordance with the Agreement. Such Escrow Shares shall be released, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of December 17, 2021 and prior to December 17, 2024 where the volume weighted average price of the common stock for any 20 trading days within a period of 30 consecutive trading days is at least $ 8.57 per share, subject to adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Company; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Company. All and any voting rights and other stockholder rights, other than with respect to dividends and distributions, with respect to the Escrow Shares are suspended until the Escrow Shares are released from escrow. In connection with the Arrangement, on December 15, 2021, the Company filed the Certificate of Designation of Series A Special Voting Preferred Stock with the Secretary of State of the State of Delaware to designate Series A Special Voting Preferred Stock (the Special Voting Share) in accordance with the terms of the Arrangement Agreement in order to enable the holders of Exchangeable Shares to exercise their voting rights. Each Exchangeable Share is exchangeable for one share of common stock of the Company and while outstanding, the Special Voting Share enables holders of Exchangeable Shares to cast votes on matters for which holders of the common stock are entitled to vote, and by virtue of the share terms relating to the Exchangeable Shares, to receive dividends that are economically equivalent to any dividends declared with respect to the shares of common stock. The Exchangeable Shares, which can be converted into common stock at the option of the holder and have the same voting rights as common stock, are similar in substance to shares of common stock and, therefore, have been included in the determination of outstanding common stock. Reverse Acquisition Determination Pursuant to ASC 805, the transaction was accounted for as a reverse acquisition because: (i) the stockholders of Peraso Tech owned the majority of the outstanding common stock of the Company after the share exchange; (ii) Peraso Tech appointed a majority of the Company’s board of directors; and (iii) Peraso Tech determined the officers of the Company. Measuring the Consideration Transferred In the reverse acquisition, the accounting acquirer did not issue any consideration to the accounting acquiree, rather the accounting acquiree issued its equity shares to the owners of the accounting acquirer in exchange for the accounting acquirer’s shares. The acquisition date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree was calculated by Peraso Tech, as the fair value of the consideration effectively transferred. In accordance with ASC 805, the consideration effectively transferred between the Company (a public company as the accounting acquiree) and Peraso Tech (a private company as the accounting acquirer), was calculated as the fair value of the Company’s equity including the fair value of its common shares outstanding and its warrants, plus the portion of the share-based award fair value allocated to the pre-combination service of the accounting acquiree’s awards. The fair value of the total consideration effectively transferred was determined to be $37.6 million. The following table summarizes the final allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and assumed liabilities of the accounting acquiree, which is the Company December 31, 2021 Assets: (in thousands) Cash, cash equivalents and investments $ 19,064 Other current assets 2,558 Other assets 833 Intangibles Developed technology 5,726 Customer relationships 2,556 8,282 Goodwill 9,946 Liabilities: Current liabilities 3,056 $ 37,627 Unaudited proforma results of operations for the three months ended March 31, 2021 are included below as if the business combination occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Peraso Tech been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Three Months Ended March 31, 2021 (in thousands) Revenue $ 2,439 Net loss $ (5,526 )

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 3: Fair Value of Financial Instruments The estimated fair values of financial instruments outstanding were (in thousands): March 31, 2022 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 3,791 $ — $ — $ 3,791 Short-term investments 6,001 — (8 ) 5,993 Long-term investments 2,428 — (29 ) 2,399 $ 12,220 $ — $ (37 ) $ 12,183 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 5,893 $ — $ — $ 5,893 Short-term investments 9,276 — (9 ) 9,267 Long-term investments 2,935 — (7 ) 2,928 $ 18,104 $ — $ (16 ) $ 18,088 The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) (in thousands): March 31, 2022 Fair Value Level 1 Level 2 Level 3 Money market funds $ 41 $ 41 $ — $ — Corporate notes and commercial paper $ 8,392 $ — $ 8,392 $ — $ 8,433 $ 41 $ 8,392 $ — December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 1,159 $ 1,159 $ — $ — Corporate notes and commercial paper $ 12,195 $ — $ 12,195 $ — There were no transfers in or out of Level 1 and Level 2 securities during the three months ended March 31, 2022 or December 31, 2021.

Balance Sheet Detail

Balance Sheet Detail	3 Months Ended
	Mar. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Balance Sheet Detail	Note 4. Balance Sheet Detail March 31, December 31, 2022 2021 (in thousands) Inventories: Raw materials $ 1,408 $ 879 Work-in-process 2,327 2,170 Finished goods 786 775 $ 4,521 $ 3,824

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5. Commitments and Contingencies Leases The Company has three facility leases that it accounts for under ASC 842, and these include the operating leases for its corporate facility in San Jose, California, and facilities in Toronto and Waterloo, Ontario, Canada. The San Jose lease expires in July 2022, and the Waterloo and Toronto leases expire in September 2022 and December 2023, respectively. On March 1, 2022 the Company entered into a 36 month finance lease agreement for the lease of equipment resulting in the recognition of a right-of-use asset and lease liability on the balance sheet of approximately $274,000. The right-to-use assets and corresponding liabilities for the facility leases were measured at the present value of the future minimum lease payments. The discount rate used to measure the lease assets and liabilities were 8%. Lease expense is recognized on a straight-line basis over the lease term. Future minimum payments under the leases at March 31, 2022 are listed in the table below (in thousands): Three Months Ended March 31, 2022 Right-of-use assets: Operating leases $ 496 Finance lease 274 Total right-of-use assets $ 770 Lease liabilities: Operating leases $ 559 Finance lease 274 Total lease liabilities $ 833 Operating Year ending December 31, leases 2022 $ 292 2023 305 Total future lease payments 597 Less: imputed interest (38 ) Present value of lease liabilities $ 559 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 129 $ 71 Rent expense was approximately $0.1 million for each of the three month periods ended March 31, 2022 and 2021. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and certain other operating costs related to the leased facilities and equipment. Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No material amounts were reflected in the Company’s condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements. Product warranties The Company warrants certain of its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of net revenues. Warranty costs were not material for the three months ended March 31, 2022 and 2021. Legal Matters The Company is not a party to any legal proceeding that the Company believes is likely to have a material adverse effect on its condensed consolidated financial position or results of operations. From time to time the Company may be subject to legal proceedings and claims in the ordinary course of business. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts.

Business Segments, Concentratio

Business Segments, Concentration of Credit Risk and Significant Customers	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Business Segments, Concentration of Credit Risk and Significant Customers	Note 6. Business Segments, Concentration of Credit Risk and Significant Customers The Company determined its reporting units in accordance with ASC 280, Segment Reporting Management has determined that the Company has one consolidated operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. The Company recognized revenue from shipments of product, licensing of its technologies and performance of services to customers by geographical location as follows (in thousands): Three Months Ended March 31, 2022 2021 North America $ 2,375 $ 55 Hong Kong 290 475 Taiwan 312 565 Japan 293 — Rest of world 133 6 Total net revenue $ 3,403 $ 1,101 Customers who accounted for at least 10% of total net revenue were: Three Months Ended March 31, 2022 2021 Customer A 37% * Customer B 24% * Customer C * 41% Customer D * 51% * Represents less than 10% Three customers accounted for 67% of accounts receivable as of March 31, 2022. Three customers accounted for 96% of accounts receivable as of December 31, 2021.

Income Tax Provision

Income Tax Provision	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax Provision	Note 7. Income Tax Provision The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company files U.S. federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. All tax returns from 2015 to 2020 may be subject to examination by the Internal Revenue Service, California and other states. Returns filed in foreign jurisdictions may be subject to examination for the years 2011 to 2020. As of March 31, 2022, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-Based Compensation	Note 8. Stock-Based Compensation Common Stock Equity Plans In 2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan). The Amended 2010 Plan was terminated in August 2019 and remains in effect as to outstanding equity awards granted prior to the date of expiration. No new awards may be made under the Amended 2010 Plan. In August 2019, the Company’s stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan), and it replaced the Amended 2010 Plan. The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan, 182,500 shares were initially reserved for issuance. In November 2021, in connection with the approval of the Arrangement, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance under the 2019 Plan by 3,106,937 shares. Under the 2019 Plan, the term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, awards under the 2019 Plan will vest over a three to four-year In connection with the Arrangement, the Company assumed the Peraso Technologies Inc. 2009 Share Option Plan (the 2009 Plan) and all outstanding options granted pursuant to the terms of the 2009 Plan. Each outstanding, unexercised and unexpired option under the 2009 Plan, whether vested or unvested, was assumed by the Company and converted into options to purchase shares of the Company’s common stock and became exercisable by the holder of such option in accordance with its terms, with (i) the number of shares of common stock subject to each option multiplied by the Exchange Ratio and (ii) the per share exercise price upon the exercise of each option divided by the Exchange Ratio. In connection with the Arrangement, no further awards will be made under the 2009 Plan. The 2009 Plan, the Amended 2010 Plan and the 2019 Plan are referred to collectively as the “Plans.” Stock-Based Compensation Expense At March 31, 2022, the unamortized compensation cost was approximately $11.4 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately 3 years. The unamortized compensation cost, at March 31, 2022, was $0.2 million related to restricted stock units and is expected to be recognized as expense over a weighted average period of approximately 1.6 years. For the three months ended March 31, 2022 and 2021, there were no excess tax benefits associated with the exercise of stock options due to the Company’s historical loss positions. Valuation Assumptions and Expense Information for Stock-Based Compensation There were no stock options granted or exercised during the three months ended March 31, 2022 and 2021. Common Stock Options and Restricted Stock The term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant. Generally, options granted under the 2019 Plan will vest over a three to four-year The following table summarizes the activity in the shares available for grant under the Plans during the three months ended March 31, 2022 (in thousands, except exercise price): Options Outstanding Weighted Average Number of Exercise Shares Prices Balance as of December 31, 2021 1,558 $ 3.49 Options cancelled (13 ) $ 10.98 Balance as of March 31, 2022 1,545 $ 3.43 A summary of RSU activity under the Plans is presented below (in thousands, except for fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares as of December 31, 2021 88 $ 4.84 Vested (13 ) $ 3.70 Non-vested shares as of March 31, 2022 75 $ 5.67 The following table summarizes significant ranges of outstanding and exercisable options as of March 31, 2022 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $1.57 - $14.99 1,534 8.18 $ 2.65 621 $ 2.50 $ 84 $15.00 - $25.59 4 1.49 $ 15.00 4 $ 15.00 $ — $25.60 - $143.99 1 2.42 $ 50.00 1 $ 50.00 $ — $144.00 - $409.99 5 4.40 $ 144.00 5 $ 144.00 $ — $410.00 - $924.00 1 3.00 $ 410.00 1 $ 410.00 $ — $1.57 - $924.00 1,545 8.15 $ 3.43 632 $ 4.42 $ 84

Equity

Equity	3 Months Ended
	Mar. 31, 2022
Stockholders Equity Note [Abstract]
Equity	Note 9. Equity Warrants As of March 31, 2022, the Company had the following warrants outstanding (share amounts in thousands): Type Number of Shares Exercise Price Expiration Common stock 33 $ 47.00 January 2023 Common stock 101 $ 2.40 October 2023

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	Note 10. Debt Loan Facilities On February 5, 2021, March 5, 2021 and September 17, 2021 the Company raised additional funds from the second, third and fourth draws under the SRED financing of $274,715 (CDN$350,000), $274,715 (CDN$350,000) and $745,655 (CDN$950,000) respectively, totaling year to date gross proceeds of $1,295,085 (CDN$1,650,000) net of financing fees of $32,770 (CDN$41,750). The loan agreement for all tranches carried an interest rate of 1.6% per month, compounded monthly (20.98%). The loan was sanctioned against the Company’s tax credit refund. The first, second and third draws, including interest of $136,900 (CDN$174,417), were repaid through proceeds from the Company’s tax credit refund of $1,093,230 (CDN$1,392,831) and the balance of $184,558 (CDN$ 235,132) was paid from the fourth draw. The remaining loan balance, including interest, of $816,964 (CDN$1,044,177) was repaid on December 16, 2021.

The Company and Summary of Si_2

The Company and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on December 31 of each calendar year.
Risk and Uncertainties	Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
COVID 19	COVID-19 The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place” and created significant disruption of the financial markets. The full extent of the COVID-19 impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread, all of which are uncertain, out of the Company’s control, and cannot be predicted .
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses recognized during the reported period. Material estimates may include assumptions made in determining reserves for uncollectible receivables, inventory write-downs, impairment of long-term assets, purchase price allocations, valuation allowance on deferred tax assets, accruals for potential liabilities and assumptions made in valuing equity instruments.
Cash Equivalents and Investments	Cash Equivalents and Investments The Company has invested its excess cash in money market accounts, certificates of deposit, corporate debt, government-sponsored enterprise bonds and municipal bonds and considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities greater than three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. Management generally determines the appropriate classification of securities at the time of purchase. All securities are classified as available-for-sale. The Company’s available-for-sale short-term and long-term investments are carried at fair value, with the unrealized holding gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses and declines in the value judged to be other-than-temporary are included in the other income, net line item in the condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method.
Fair Value Measurements	Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Pricing is provided by third party sources of market information obtained through the Company’s investment advisors, rather than models. The Company does not adjust for, or apply, any additional assumptions or estimates to the pricing information it receives from advisors. The Company’s Level 2 securities include cash equivalents and available-for-sale securities, which consisted primarily of certificates of deposit, corporate debt, and government agency and municipal debt securities from issuers with high-quality credit ratings. The Company’s investment advisors obtain pricing data from independent sources, such as Standard & Poor’s, Bloomberg and Interactive Data Corporation, and rely on comparable pricing of other securities because the Level 2 securities are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates .
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure that its trade receivables balances are not overstated due to uncollectibility. The Company performs ongoing customer credit evaluations within the context of the industry in which it operates and generally does not require collateral from its customers. A specific allowance of up to 100% of the invoice value is provided for any problematic customer balances. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The Company grants credit only to customers deemed creditworthy in the judgment of management. The allowance for doubtful accounts receivable was zero as of March 31, 2022 and approximately $61,000 as of December 31, 2021.
Inventories	Inventories The Company values its inventories at the lower of cost, which approximates actual cost on a first-in, first-out basis, or net realizable value. Costs of inventories primarily consisted of material and third party assembly costs. The Company records inventory reserves for estimated obsolescence or unmarketable inventories based upon assumptions about future demand and market conditions. Once a reserve is established, it is maintained until the product to which it relates is sold or otherwise disposed of. If actual market conditions are less favorable than those expected by management, additional adjustment to inventory valuation may be required. Charges for obsolete and slow-moving inventories are recorded based upon an analysis of specific identification of obsolete inventory items and quantification of slow moving inventory items. The Company recorded write-downs of inventory of approximately $114,000 during the three months ended March 31, 2022, and recorded no write-downs of inventory during the three months ended March 31, 2021.
Tax Credits and Receivables	Tax Credits and Receivables The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada. In addition, as a Canadian Controlled Private Corporation (CCPC), the Company is also a part of the Scientific Research and Experimental Development (SR&ED) Program, which uses tax incentives to encourage Canadian businesses of all sizes and in all sectors to conduct research and development (R&D) in Canada. As a part of the program, the Company may be entitled to a receivable in the form of tax credit or incentive. The Company records refundable tax credits as a reduction of expense and receivable when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. A government refund or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. As of December 17, 2021, Peraso Tech ceased to be a CCPC and is no longer eligible for the expenditure refund program. However, it is eligible for a tax credit of 15% on qualified SR&ED expenditures. Unused tax credits can be carried back three years or forward for 20 years
Intangible and Long-lived Assets	Intangible and Long-lived Assets Intangible assets are recorded at cost and amortized on a straight-line method over their estimated useful lives of three to ten years. The Company regularly reviews the carrying value and estimated lives of its long-lived assets and finite-lived intangible assets to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the long-lived asset group over the asset’s fair value.
Goodwill	Goodwill The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. As the Company uses the market approach to determine the step one fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach. If the fair value of the reporting unit exceeds the carrying value of net assets of the reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s goodwill exceeds its fair value, then the Company must record an impairment charge equal to the difference.
Leases	Leases ASC No. 842, Leases
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board ( Revenue from Contracts with Customers, As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company’s historical practice of recognizing product revenue when title and risk of loss pass to the customer. The Company generates revenue primarily from sales of integrated circuits and module products, performance of engineering services and licensing of its intellectual property. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. P roduct revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company's contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less. The Company may record an estimated allowance, at the time of shipment, for future returns and other charges against revenue consistent with the terms of sale. License and other The Company’s licensing contracts typically provide for royalties based on the licensee’s use of the Company’s memory technology in its currently shipping commercial products. The Company estimates its royalty revenue in the calendar quarter in which the licensee uses the licensed technology. Payments are received in the subsequent quarter. The Company also generates revenue from licensing its technology. The Company recognizes license fees as revenue at the point of time when the control of the license has been transferred and the Company has no continuing performance obligations to the customer. Engineering services revenue Engineering and development contracts with customers generally contain a single performance obligation that is delivered over time. Revenue is recognized using an output method that is consistent with the satisfaction of the performance obligation as a measure of progress. Contract liabilities – deferred revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. The Company classifies advance customer payments and deferred revenue as current or non-current based on the timing of when the Company expects to recognize revenue. As of December 31, 2021, contract liabilities were in a current position and included in deferred revenue. During the three months ended March 31, 2022, the Company recognized approximately $15,000 of revenue that had been included in deferred revenue as of December 31, 2021. See Note 6 for disaggregation of revenue by geography. The Company does not have significant financing components, as payments from customers are typically due within 60 days of invoicing, and the Company has elected the practical expedient to net value financing components that are less than one year. Shipping and handling costs are generally incurred by the customer, and, therefore, are not recorded as revenue.
Cost of Net Revenue	Cost of Net Revenue Cost of net revenue consists primarily of direct and indirect costs of product sales.
Government Subsidies	Government Subsidies A grant or subsidy that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations in the period in which it becomes receivable. Starting in 2020, certain Canadian businesses, which experienced a drop in revenue during the COVID-19 pandemic, became eligible for a rent and wage subsidy from the government. The Company’s subsidiary, Peraso Tech, began receiving this subsidy on a monthly basis beginning in the fourth quarter of 2020. During the three months ended March 31, 2021 , the Company recognized payroll subsidies of $ 425,525 as a reduction in the associated wage costs and rent subsidies of $ 77,780 as a reduction of operating expenses in the condensed consolidated statement of operations.
Stock-Based Compensation	Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees. The Company accounts for such grants based on ASC No. 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods.
Foreign Currency Transactions	Foreign Currency Transactions The functional currency of the Company is the U.S dollar. All foreign currency transactions are initially measured and recorded in an entity’s functional currency using the exchange rate on the date of the transaction. All monetary assets and liabilities are remeasured at the end of each reporting period using the exchange rate at that date. All non-monetary assets and related expense, depreciation or amortization are not subsequently remeasured and are measured using the historical exchange rate. An average exchange rate may be used to recognize income and expense items earned or incurred evenly over a period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the statement of operations, except for the gains and losses arising from the conversion of the carrying amount of the foreign currency denominated convertible preferred shares into the functional currency that are presented as adjustment to the net loss to arrive at net loss attributable to common stockholders.
Per Share Amounts	Per Share Amounts Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options, vesting of stock awards and exercise of warrants. The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): March 31, 2022 2021 Escrow shares 1,815 — Options to purchase common stock 1,545 1,042 Unvested restricted common stock units 75 — Convertible debt — 3,272 Warrants 134 375 Total 3,569 4,689
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses for smaller reporting companies. The Company is still evaluating the impact of this accounting guidance on its results of operations and financial position. In August 2020, the FASB issued ASU No. 2020-06 (ASU 2020-06), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

The Company and Summary of Si_3

The Company and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share	The following table sets forth securities outstanding that were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands): March 31, 2022 2021 Escrow shares 1,815 — Options to purchase common stock 1,545 1,042 Unvested restricted common stock units 75 — Convertible debt — 3,272 Warrants 134 375 Total 3,569 4,689

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combinations [Abstract]
Summary of Final Allocation of Purchase Price to Net Assets Acquired	The following table summarizes the final allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and assumed liabilities of the accounting acquiree, which is the Company December 31, 2021 Assets: (in thousands) Cash, cash equivalents and investments $ 19,064 Other current assets 2,558 Other assets 833 Intangibles Developed technology 5,726 Customer relationships 2,556 8,282 Goodwill 9,946 Liabilities: Current liabilities 3,056 $ 37,627
Summary of Unaudited Pro Forma Results of Operations	This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Peraso Tech been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Three Months Ended March 31, 2021 (in thousands) Revenue $ 2,439 Net loss $ (5,526 )

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Estimated Fair Values of Financial Instruments Outstanding	The estimated fair values of financial instruments outstanding were (in thousands): March 31, 2022 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 3,791 $ — $ — $ 3,791 Short-term investments 6,001 — (8 ) 5,993 Long-term investments 2,428 — (29 ) 2,399 $ 12,220 $ — $ (37 ) $ 12,183 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Cash and cash equivalents $ 5,893 $ — $ — $ 5,893 Short-term investments 9,276 — (9 ) 9,267 Long-term investments 2,935 — (7 ) 2,928 $ 18,104 $ — $ (16 ) $ 18,088
Schedule of Fair Value Hierarchy for Financial Assets (Cash Equivalents and Investments)	The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) (in thousands): March 31, 2022 Fair Value Level 1 Level 2 Level 3 Money market funds $ 41 $ 41 $ — $ — Corporate notes and commercial paper $ 8,392 $ — $ 8,392 $ — $ 8,433 $ 41 $ 8,392 $ — December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 1,159 $ 1,159 $ — $ — Corporate notes and commercial paper $ 12,195 $ — $ 12,195 $ —

Balance Sheet Detail (Tables)

Balance Sheet Detail (Tables)	3 Months Ended
	Mar. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Schedule of Inventory	March 31, December 31, 2022 2021 (in thousands) Inventories: Raw materials $ 1,408 $ 879 Work-in-process 2,327 2,170 Finished goods 786 775 $ 4,521 $ 3,824

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2022
Commitments And Contingencies Disclosure [Abstract]
Schedule of Future Minimum Payments under Facility Leases	Future minimum payments under the leases at March 31, 2022 are listed in the table below (in thousands): Three Months Ended March 31, 2022 Right-of-use assets: Operating leases $ 496 Finance lease 274 Total right-of-use assets $ 770 Lease liabilities: Operating leases $ 559 Finance lease 274 Total lease liabilities $ 833 Operating Year ending December 31, leases 2022 $ 292 2023 305 Total future lease payments 597 Less: imputed interest (38 ) Present value of lease liabilities $ 559
Schedule of Supplemental Cash Flow Information Related to Operating lease	Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 129 $ 71

Business Segments, Concentrat_2

Business Segments, Concentration of Credit Risk and Significant Customers (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Schedule of Revenue from Shipments of Product. Licensing of its Technologies and Performance of Services to Customers by Geographical Location	The Company recognized revenue from shipments of product, licensing of its technologies and performance of services to customers by geographical location as follows (in thousands): Three Months Ended March 31, 2022 2021 North America $ 2,375 $ 55 Hong Kong 290 475 Taiwan 312 565 Japan 293 — Rest of world 133 6 Total net revenue $ 3,403 $ 1,101
Schedule of Customers Who Accounted for at Least 10% of Total Net Revenue	Customers who accounted for at least 10% of total net revenue were: Three Months Ended March 31, 2022 2021 Customer A 37% * Customer B 24% * Customer C * 41% Customer D * 51% * Represents less than 10%

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Summary of Share Available for Grant Under the 2019 Plan	The following table summarizes the activity in the shares available for grant under the Plans during the three months ended March 31, 2022 (in thousands, except exercise price): Options Outstanding Weighted Average Number of Exercise Shares Prices Balance as of December 31, 2021 1,558 $ 3.49 Options cancelled (13 ) $ 10.98 Balance as of March 31, 2022 1,545 $ 3.43
Summary of RSU's Activity Under Plans	A summary of RSU activity under the Plans is presented below (in thousands, except for fair value): Weighted Average Number of Grant-Date Shares Fair Value Non-vested shares as of December 31, 2021 88 $ 4.84 Vested (13 ) $ 3.70 Non-vested shares as of March 31, 2022 75 $ 5.67
Summary of Significant Ranges of Outstanding and Exercisable Options	The following table summarizes significant ranges of outstanding and exercisable options as of March 31, 2022 (in thousands, except contractual life and exercise price): Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price Exercisable Price value $1.57 - $14.99 1,534 8.18 $ 2.65 621 $ 2.50 $ 84 $15.00 - $25.59 4 1.49 $ 15.00 4 $ 15.00 $ — $25.60 - $143.99 1 2.42 $ 50.00 1 $ 50.00 $ — $144.00 - $409.99 5 4.40 $ 144.00 5 $ 144.00 $ — $410.00 - $924.00 1 3.00 $ 410.00 1 $ 410.00 $ — $1.57 - $924.00 1,545 8.15 $ 3.43 632 $ 4.42 $ 84

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2022
Stockholders Equity Note [Abstract]
Schedule of Warrants Outstanding	As of March 31, 2022, the Company had the following warrants outstanding (share amounts in thousands): Type Number of Shares Exercise Price Expiration Common stock 33 $ 47.00 January 2023 Common stock 101 $ 2.40 October 2023

The Company and Summary of Si_4

The Company and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2019	Dec. 31, 2021
Summary Of Significant Accounting Policies [Line Items]
Maximum specific allowance as percentage of invoice value for problematic customer balances	100.00%
Allowance for doubtful accounts receivable	$ 0			$ 61,000
Scientific research and experimental development cost tax credit eligible percentage	15.00%
Payroll subsidies		$ 425,525
Rent subsidies		77,780
Inventory write-downs	$ 114,000	$ 0
Accounting Standards Update [Extensible List]			us-gaap:AccountingStandardsUpdate201602Member
Lease, Practical Expedients, Package			true
Payment terms	The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically 60 days or less.
Deferred revenue, revenue recognized	$ 15,000
Period payments due from customers	60 days
Revenue, practical expedient, financing component	true
Minimum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of long-lived assets	3 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of long-lived assets	10 years
Scientific Research And Experimental Development
Summary Of Significant Accounting Policies [Line Items]
Unused tax credits carried back period	3 years
Unused tax credits forward period	20 years

The Company and Summary of Si_5

The Company and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,569	4,689
Escrow Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,815
Options to Purchase Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,545	1,042
RSU's
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	75
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		3,272
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	134	375

Business Combination - Addition

Business Combination - Additional Information (Details) $ / shares in Units, shares in Thousands, d in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)d$ / sharesshares	Dec. 31, 2021shares	Mar. 31, 2021shares	Dec. 31, 2020shares
Business Acquisition [Line Items]
Exchangeable shares and common stock	9,295,097
Common stock, shares issued	21,588	21,579
Trading days | d	20
Consecutive trading days | d	30
Consecutive trading days per share | $ / shares	$ 8.57
Consideration effectively transferred | $	$ 37.6
Common Stock
Business Acquisition [Line Items]
Common stock, shares issued	21,588	21,579	5,241	5,241
Common Stock | Peraso Tech
Business Acquisition [Line Items]
Conversion ratio of common stock	0.045239122387267
Equity Method Investment, Ownership Percentage	61.00%
Peraso Shares [Member]
Business Acquisition [Line Items]
Exchangeable shares and common stock	1,312,878
Common stock, shares issued	3,558,151
Escrow Shares
Business Acquisition [Line Items]
Exchangeable shares and common stock	502,567

Business Combination - Summary

Business Combination - Summary of Final Allocation of Purchase Price to Net Assets Acquired (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets:
Cash, cash equivalents and investments		$ 19,064
Other current assets		2,558
Other assets		833
Assets acquired		8,282
Goodwill	$ 9,946	9,946
Liabilities:
Current liabilities		3,056
Assets acquired and liabilities assumed, net		37,627
Developed Technology
Assets:
Intangibles		5,726
Customer Relationships
Assets:
Intangibles		$ 2,556

Business Combination - Summar_2

Business Combination - Summary of Unaudited Pro Forma Results of Operations (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
Business Combinations [Abstract]
Revenue	$ 2,439
Net loss	$ (5,526)

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Schedule of Estimated Fair Values of Financial Instruments Outstanding (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Cost	$ 12,220	$ 18,104
Unrealized Gains	0	0
Unrealized Losses	(37)	(16)
Fair Value	12,183	18,088
Cash and Cash Equivalents
Debt Securities, Available-for-sale [Line Items]
Cost	3,791	5,893
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	3,791	5,893
Short-term investments
Debt Securities, Available-for-sale [Line Items]
Cost	6,001	9,276
Unrealized Gains	0	0
Unrealized Losses	(8)	(9)
Fair Value	5,993	9,267
Long-term investments
Debt Securities, Available-for-sale [Line Items]
Cost	2,428	2,935
Unrealized Gains	0	0
Unrealized Losses	(29)	(7)
Fair Value	$ 2,399	$ 2,928

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Schedule of Fair Value Hierarchy for Financial Assets (Cash Equivalents and Investments) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 8,433
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	41
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	8,392
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	41	$ 1,159
Money market funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	41	1,159
Corporate notes and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	8,392	12,195
Corporate notes and commercial paper | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 8,392	$ 12,195

Fair Value of Financial Instr_5

Fair Value of Financial Instruments - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Transfer of assets between Level 1 to Level 2	$ 0	$ 0
Transfer of assets between Level 2 to Level 1	0	0
Transfer of liabilities between Level 1 to Level 2	0	0
Transfer of liabilities between Level 2 to Level 1	$ 0	$ 0

Balance Sheet Detail - Schedule

Balance Sheet Detail - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 1,408	$ 879
Work-in-process	2,327	2,170
Finished goods	786	775
Total	$ 4,521	$ 3,824

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 01, 2022
Commitments And Contingencies [Line Items]
Financing lease agreement			36 months
Finance lease, right-of-use asset	$ 274		$ 274,000
Finance lease, lease liability	$ 274		$ 274,000
Lessee, operating lease, discount rate	8.00%
Rent expenses	$ 100	$ 100
San Jose, California
Commitments And Contingencies [Line Items]
Operating lease expiration period	2022-07
Waterloo, Canada
Commitments And Contingencies [Line Items]
Operating lease expiration period	2022-09
Toronto, Canada
Commitments And Contingencies [Line Items]
Operating lease expiration period	2023-12

Commitments and Contingencies_2

Commitments and Contingencies - Schedule of Future Minimum Payments under Facility Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 01, 2022	Dec. 31, 2021
Right-of-use assets:
Operating leases	$ 496
Finance lease, right-of-use asset	274	$ 274,000
Total right-of-use assets	770		$ 617
Lease liabilities:
Operating leases	559
Finance lease, lease liability	274	$ 274,000
Total lease liabilities	833
2022	292
2023	305
Total future lease payments	597
Less: imputed interest	(38)
Operating leases	$ 559

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Operating lease (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for leases	$ 129	$ 71

Business Segments, Concentrat_3

Business Segments, Concentration of Credit Risk and Significant Customers - Additional Information (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022SegmentCustomer	Dec. 31, 2021Customer
Revenues From External Customers And Long Lived Assets [Line Items]
Number of operating segments | Segment	1
Accounts receivable | Major customers | Credit concentration
Revenues From External Customers And Long Lived Assets [Line Items]
Percentage of concentration risk	67.00%	96.00%
Number of customers | Customer	3	3

Business Segments, Concentrat_4

Business Segments, Concentration of Credit Risk and Significant Customers - Schedule of Revenue from Shipments of Product, Licensing of its Technologies and Performance of Services to Customers by Geographical Location (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues From External Customers And Long Lived Assets [Line Items]
Total net revenue	$ 3,403	$ 1,101
North America [Member]
Revenues From External Customers And Long Lived Assets [Line Items]
Total net revenue	2,375	55
Hong Kong [Member]
Revenues From External Customers And Long Lived Assets [Line Items]
Total net revenue	290	475
Taiwan [Member]
Revenues From External Customers And Long Lived Assets [Line Items]
Total net revenue	312	565
Japan [Member]
Revenues From External Customers And Long Lived Assets [Line Items]
Total net revenue	293
Rest of world [Member]
Revenues From External Customers And Long Lived Assets [Line Items]
Total net revenue	$ 133	$ 6

Business Segments, Concentrat_5

Business Segments, Concentration of Credit Risk and Significant Customers - Schedule of Customers Who Accounted for at Least 10% of Total Net Revenue (Details) - Net Revenues - Customer Concentration	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Customer A
Significant Customers
Percentage of concentration risk	37.00%
Customer B
Significant Customers
Percentage of concentration risk	24.00%
Customer C
Significant Customers
Percentage of concentration risk		41.00%
Customer D
Significant Customers
Percentage of concentration risk		51.00%

Income Tax Provision - Addition

Income Tax Provision - Additional Information (Details)	Mar. 31, 2022USD ($)
Income Tax Disclosure [Abstract]
Unrecognized tax benefits recorded as liability	$ 0

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Nov. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted (in shares)	0	0
Options exercised (in shares)	0	0
New Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding awards	0
Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unamortized compensation cost, net of expected forfeitures	$ 11,400,000
Weighted average expected period over which the expense is to be recognized	3 years
Tax benefits associated with exercise of stock options	$ 0	$ 0
RSU's
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average expected period over which the expense is to be recognized	1 year 7 months 6 days
Unamortized compensation cost, net of expected forfeitures	$ 200,000
Equity Incentive Plan 2010
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted (in shares)	0
Stock Incentive Plan 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares reserved for issuance	182,500		3,106,937
Stock Incentive Plan 2019 | Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Minimum percentage of voting rights required for applicability of a specific expiration term	10.00%
Maximum expiration term of options granted	5 years
Term of plan	10 years
Stock Incentive Plan 2019 | Minimum | Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period of replacement options	3 years
Stock Incentive Plan 2019 | Maximum | Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period of replacement options	4 years

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Share Available for Grant Under the 2019 Plan (Details) - Equity Incentive Plan 2019 shares in Thousands	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Number of Shares
Balance at the beginning of the year (in shares) | shares	1,558
Options cancelled (in shares) | shares	(13)
Balance at the end of the period (in shares) | shares	1,545
Weighted Average Exercise Prices
Weighted-average exercise price (in dollars per share) | $ / shares	$ 3.49
Options cancelled (in dollars per share) | $ / shares	10.98
Weighted-average exercise price (in dollars per share) | $ / shares	$ 3.43

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of RSU's Activity Under Plans (Details) - Equity Incentive Plan 2019 - RSU's shares in Thousands	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Number of Shares
Non-vested shares at the beginning of the year | shares	88
Vested (in shares) | shares	(13)
Non-vested shares at the end of the period | shares	75
Weighted Average Grant-Date Fair Value
Weighted average grant date fair value | $ / shares	$ 4.84
Vested (in dollars per share) | $ / shares	3.70
Weighted average grant date fair value | $ / shares	$ 5.67

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of Significant Ranges of Outstanding and Exercisable Options (Details) - Options $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
$1.57 - $14.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Lower range limit (in dollars per share)	$ 1.57
Upper range limit (in dollars per share)	$ 14.99
Number Outstanding (in shares) | shares	1,534
Weighted Average Remaining Contractual Life (in Years)	8 years 2 months 4 days
Weighted Average Exercise Price (in dollars per share)	$ 2.65
Number Exercisable (in shares) | shares | shares	621
Weighted Average Exercise Price (in dollars per share)	$ 2.50
Options Outstanding, Aggregate Intrinsic Value | $	$ 84
$15.00 - $25.59
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Lower range limit (in dollars per share)	$ 15
Upper range limit (in dollars per share)	$ 25.59
Number Outstanding (in shares) | shares	4
Weighted Average Remaining Contractual Life (in Years)	1 year 5 months 26 days
Weighted Average Exercise Price (in dollars per share)	$ 15
Number Exercisable (in shares) | shares | shares	4
Weighted Average Exercise Price (in dollars per share)	$ 15
$25.60 - $143.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Lower range limit (in dollars per share)	25.60
Upper range limit (in dollars per share)	$ 143.99
Number Outstanding (in shares) | shares	1
Weighted Average Remaining Contractual Life (in Years)	2 years 5 months 1 day
Weighted Average Exercise Price (in dollars per share)	$ 50
Number Exercisable (in shares) | shares | shares	1
Weighted Average Exercise Price (in dollars per share)	$ 50
$144.00 - $409.99
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Lower range limit (in dollars per share)	144
Upper range limit (in dollars per share)	$ 409.99
Number Outstanding (in shares) | shares	5
Weighted Average Remaining Contractual Life (in Years)	4 years 4 months 24 days
Weighted Average Exercise Price (in dollars per share)	$ 144
Number Exercisable (in shares) | shares | shares	5
Weighted Average Exercise Price (in dollars per share)	$ 144
$410.00 - $924.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Lower range limit (in dollars per share)	410
Upper range limit (in dollars per share)	$ 924
Number Outstanding (in shares) | shares	1
Weighted Average Remaining Contractual Life (in Years)	3 years
Weighted Average Exercise Price (in dollars per share)	$ 410
Number Exercisable (in shares) | shares | shares	1
Weighted Average Exercise Price (in dollars per share)	$ 410
$1.57 - $924.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Lower range limit (in dollars per share)	1.57
Upper range limit (in dollars per share)	$ 924
Number Outstanding (in shares) | shares	1,545
Weighted Average Remaining Contractual Life (in Years)	8 years 1 month 24 days
Weighted Average Exercise Price (in dollars per share)	$ 3.43
Number Exercisable (in shares) | shares | shares	632
Weighted Average Exercise Price (in dollars per share)	$ 4.42
Options Outstanding, Aggregate Intrinsic Value | $	$ 84

Equity - Schedule of Warrants O

Equity - Schedule of Warrants Outstanding (Details)	Mar. 31, 2022$ / sharesshares
Common Stock Warrant One
Class Of Warrant Or Right [Line Items]
Number of Shares | shares	33,000
Exercise Price | $ / shares	$ 47
Expiration	Jan. 31, 2023
Common Stock Warrant Two
Class Of Warrant Or Right [Line Items]
Number of Shares | shares	101,000
Exercise Price | $ / shares	$ 2.40
Expiration	Oct. 31, 2023

Debt - Additional Information (

Debt - Additional Information (Details)	Dec. 16, 2021USD ($)	Dec. 16, 2021CAD ($)	Sep. 17, 2021USD ($)	Sep. 17, 2021CAD ($)	Mar. 05, 2021USD ($)	Mar. 05, 2021CAD ($)	Feb. 05, 2021USD ($)	Feb. 05, 2021CAD ($)	Mar. 31, 2022USD ($)	Mar. 31, 2022CAD ($)	Mar. 31, 2021USD ($)	Mar. 05, 2021USD ($)	Mar. 05, 2021CAD ($)	Mar. 31, 2022CAD ($)
Debt Instrument [Line Items]
Interest expense on financing											$ 513,438
Amortization of debt discount											348,134
Convertible Debt
Debt Instrument [Line Items]
Interest expense on financing											120,950
SRED Financing
Debt Instrument [Line Items]
Proceeds from financing fund			$ 745,655	$ 950,000	$ 274,715	$ 350,000	$ 274,715	$ 350,000	$ 1,295,085	$ 1,650,000
Financing fees									$ 32,770					$ 41,750
loan agreement interest rate									1.60%	1.60%
Debt instrument compounded interest rate									20.98%	20.98%
Debt instrument payment of interest												$ 136,900	$ 174,417
Debt instrument repaid amount	$ 816,964	$ 1,044,177	$ 184,558	$ 235,132								$ 1,093,230	$ 1,392,831
Interest expense on financing											$ 44,354