
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are forward-looking and as such are not historical facts. These forward-looking statements include, without limitation, statements regarding future financial performance, business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

•our ability to grow and manage growth profitably;

•our ability to continue to enter into binding contracts with OEMs or tier-one suppliers in order to execute on our business plan;

•our ability to execute our business model, including market acceptance of our planned products and services;

•our expansion plans and opportunities;

•our expectations regarding future expenditures;

•our ability to raise capital in the future;

•our ability to attract and retain qualified employees and key personnel;

•the possibility that we may be adversely affected by other economic, business or competitive factors;

•changes in applicable laws or regulations;

•the outcome of any known and unknown litigation and regulatory proceedings;

•our ability to maintain the listing of our Class A common stock, par value ~~$0.00001per~~$0.00001 per share ("Class A Common Stock") on the ~~NYSE;~~New York Stock Exchange ("NYSE");

•the possibility that COVID-19, the Russian-Ukraine war or rising inflation may adversely affect the results of our operations, financial position and cash flows; and

•other factors described in this report, including those described in the section entitled “Risk Factors” under Part I, Item 1A of our most recent Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the U.S. Securities and Exchange Commission (“SEC”) on ~~February 28, 2022,~~March 1, 2023, as supplemented by ~~Quarterly Reports on Form 10-Q~~reports subsequently filed with the SEC.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC on ~~February 28, 2022.~~March 1, 2023. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

The forward-looking statements made by us in this report speak only as of the date of this report. Except to the extent required under the federal securities laws and rules and regulations of the SEC, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect

the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or

results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

WEBSITE AND SOCIAL MEDIA DISCLOSURE

We use our website (www.fiskerinc.com) and various social media channels as a means of disclosing information about the company and its products to its customers, investors and the public (e.g., @fiskerinc, @fiskerofficial, #fiskerinc, #henrikfisker and #fisker on Twitter, Facebook, Instagram, YouTube, TikTok and LinkedIn). The information posted on social media channels is not incorporated by reference in this report or in any other report or document we file with the SEC. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about the Company when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at www.investors.fiskerinc.com. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about the Company when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at www.investors.fiskerinc.com.

ADDITIONAL INFORMATION

Unless the context indicates otherwise, references in this report to the “Company,” “Fisker,” “we,” “us,” “our” and similar terms refer to Fisker Inc. (f/k/a Spartan Energy Acquisition Corp.) and its consolidated subsidiaries (including Fisker Group Inc. or Legacy Fisker). References to “Spartan” refer to Spartan Energy Acquisition Corp., our predecessor company prior to the consummation of the Business Combination (as defined below).

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

~~Condensed Consolidated Balance Sheets~~

Fisker Inc. and Subsidiaries

(In thousands, except share data)

The accompanying notes are an integral part of these condensed consolidated financial statements.

(In thousands, except share and per share data)

Three-Months Ended March 31,

The accompanying notes are an integral part of these condensed consolidated financial statements.

(In thousands, except share data)

Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Receivable
For
Warrant
Exercises Accumulated
Deficit Stockholders’
Deficit
Shares Amount Shares Amount
Balance at December 31, 2020 144,912,362 $ 1 132,354,128 $ 1 $ 1,055,128 $ (96) $ (147,904) $ 907,130
Stock-based compensation — — — — 817 — — 817
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings 163,397 — — — 106 (5) — 101
Exercise of warrants 24,140,361 1 — — 341,400 (288) — 341,113
Shares surrendered upon exercise of warrants (8,008,697) — — — — — — —
Net loss — — — — — — (176,843) (176,843)
Balance at March 31, 2021 161,207,423 $ 2 132,354,128 $ 1 $ 1,397,451 $ (389) $ (324,747) $ 1,072,318


	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Stockholders’ Deficit
Three Months Ended March 31, 2022	Shares	Amount		Shares	Amount
Balance at December 31, 2021	164,377,306	$	2	132,354,128	$	1	$	1,419,284	$	(619,245)	$	800,042
Stock-based compensation	—	—		—	—		5,065		—		5,065
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings	459,630	—		—	—		298		—		298
Recognition of Magna warrants	—	—		—	—		6,695		—		6,695
Net Loss	—	—		—	—		—		(122,074)		(122,074)
Balance at March 31, 2022	164,836,936	$	2	132,354,128	$	1	$	1,431,342	$	(741,319)	$	690,026

The accompanying notes are an integral part of these condensed consolidated financial statements.

(In thousands, except share data)

The accompanying notes are an integral part of these condensed consolidated financial statements.

(In thousands, except share data)

1. Overview of the Company

Fisker ~~Inc. (“Fisker” or the “Company”)~~ was originally incorporated in the State of Delaware on October 13, 2017 as a special purpose acquisition company under the name Spartan Energy Acquisition Corp. ~~(“Spartan”)~~ for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. Spartan completed its ~~Initial Public Offering~~initial public offering in August 2018. On October 29, 2020, Spartan’s wholly-owned subsidiary merged with and into Fisker Holdings Inc. (f/k/a Fisker Inc.), a Delaware corporation (“Legacy Fisker”), with Fisker Holdings Inc. surviving the merger as a wholly-owned subsidiary of Spartan (the “Business Combination”). In connection with the Business Combination, Spartan changed its name to Fisker Inc.

Legacy Fisker was incorporated in the State of Delaware on September 21, 2016. In connection with its formation, the Company entered into stock purchase agreements with the Company’s founders, whereby the founders contributed certain intellectual property (primarily trademarks) and interests in Platinum IPR LLC. Platinum IPR LLC was an entity solely owned by the Company’s founders, which held Fisker trademarks registered in a variety of jurisdictions around the world. The founders’ transfer of its interest in Platinum IPR LLC and the transfer of trademarks was accounted for as a transfer of assets between entities under common control. The carrying amount of the transferred assets is recorded based on the prior carrying value, which was de minimis.

The Company’s common stock is listed on the ~~New York Stock Exchange (“NYSE”)~~NYSE under the symbol “FSR”. The Company’s warrants previously traded on the ~~New York Stock Exchange~~NYSE under the symbol “FSR WS” and on April 19, 2021, the NYSE filed a Form 25-NSE with respect to the warrants; the formal delisting of the warrants became effective ten days thereafter.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the ~~U.S. Securities and Exchange Commission (“SEC”).~~SEC.

Unaudited Interim Financial Statements

The condensed consolidated balance sheet as of March 31, ~~2022,~~2023, the condensed consolidated statements of operations and the condensed consolidated statements of changes in stockholders’ equity for the three-months ended March 31, 2023 and 2022, and the condensed consolidated statements of cash flows for the three-months ended March 31, ~~2022~~2023 and ~~2021,~~2022, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, ~~2021~~2022 was derived from the audited consolidated financial statements as of that date. The interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC on ~~February 28, 2022.~~March 1, 2023.

Comprehensive loss is not separately presented as the amounts are equal to net loss for the three-months ended March 31, ~~2022~~2023 and ~~2021.~~2022.

The interim condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The condensed consolidated financial statements for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.

Going Concern, Liquidity and Capital Resources

~~Going Concern, Liquidity and Capital Resources~~

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. As of March 31, 2023, the Company had approximately $653 million in unrestricted cash and cash equivalents. The Company believes that substantial doubt about its ability to continue as a going concern does not exist as its cash on hand will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of the filing of this Form 10-Q.

Since inception, the Company has yet to generate any significant revenue from its core business operations and has incurred significant accumulated losses of approximately ~~$741 million . As of March 31, 2022, the Company had approximately $1,043 million in cash and cash equivalents.~~$1.3 billion. The Company expects to continue to incur significant operating losses for the foreseeable future. ~~Proceeds from~~The Company expects its capital expenditures and working capital requirements to increase substantially in 2023 and beyond, as it progresses toward serial production of the ~~issuance~~Fisker Ocean EV model, develop its customer support and marketing infrastructure and expand its research and development efforts. The Company may, however, need additional cash resources, including proceeds of ~~convertible senior notes and warrants exercise provide~~up to $101.7 million from the ~~Company the liquidity and capital resources~~sale of Class A common stock under its at-the-market equity program, to fund its operations until it commences serial production levels of the Fisker Ocean and achieves a level of production and sales that provide for operating ~~expenses~~profitability. To the extent that Fisker’s current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing and ~~capital expenditure requirements for at least~~there can be no assurance that the ~~next 12 months from issuance.~~Company will be successful in its efforts. If the financing is not available, or if the terms of financing are less desirable than the Company expects, the Company may be forced to decrease its planned level of investment in product development or scale back its operations,including production of the Fisker Ocean, which could have an adverse impact on its business and financial prospects.

~~The Company finalized nomination of suppliers during the quarter for engineering, development, testing, tooling and~~Suppliers will begin production of components for serial production of ~~its vehicles.~~vehicles, which are scheduled to be assembled in Austria, during the second quarter of 2023. As of March 31, ~~2022,~~2023, these supplier contracts do not represent unconditional purchase obligations with take-or-pay or specified minimum quantities ~~provisions~~provisions.The Company has secured battery capacity with ~~the exception of an agreement securing battery capacity~~a supplier located in China for the Fisker Ocean SUV. Under the terms of the agreement, from 2023 through 2025, the battery supplier will deliver 2two different battery solutions for the Fisker Ocean SUV, with an initial battery capacity of over 5 gigawatt-hours ~~annually, from 2023 through 2025.~~annually.

The preparation of the condensed consolidated financial statements in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates.

Cash and cash equivalents that is restricted is primarily related to letters of credit issued to suppliers. The Company's restricted cash balance was $4.6 million as of March 31, 2023. Cash and cash equivalents are unrestricted as of December 31, 2022. Subsequent to March 31, 2023, the Company's restricted cash balance related to letters of credit issued to suppliers increased to $29.7 million.

Fair Value Measurements

The Company follows the accounting guidance in ASC 820 Fair Value Measurement("ASC 820"), for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets as follows:


			Useful Life (in years)
Tooling			3-8
Machinery and equipment			5-15
Furniture and fixtures			5-10
IT hardware and software			3-10
Leasehold improvements			Shorter of their estimated life or remaining lease term

Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers.

Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life.

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset group to its carrying amount. The Company assesses impairment for asset groups, which represent a combination of assets that produce distinguishable cash flows. If the carrying amount of the asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company has not recorded any impairment charges during the periods presented.

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to

reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of March 31, ~~2022,~~2023, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, ~~2021.~~2022.

The Company’s income tax provision consists of an estimate for U.S. federal, foreign and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. The Company maintains a valuation allowance against the full value of its U.S. and state net deferred tax assets because the Company believes the recoverability of the tax assets is not more likely than not as of March 31, ~~2022.~~

~~Derivative Liability~~

The Company accounts for its public and private warrants as a derivative liability initially measured at its fair values and remeasured in the condensed consolidated statements of operations at the end of each reporting period. When the warrants are exercised, the corresponding derivative liability is de-recognized at the underlying fair value of the Class A common stock that is issued to the warrant holder less any cash paid in accordance with the warrant agreement. Upon either cash or cashless exercise, the de-recognized derivative liability results in an increase in additional paid in capital equal to the difference between the fair value of the underlying Class A common stock and its par value. A cashless exercise results in the warrant holder surrendering Class A common stock equal to the stated warrant exercise price based on the contractual terms in the warrant agreement that govern the cashless conversion.2023.

The grant date for an option or stock award is established when the grantee has a mutual understanding of the key terms and conditions of the option or award, the award is authorized, including all the necessary approvals unless approval is essentially a formality or perfunctory, and the grantee begins to benefit from, or be adversely affected by, underlying changes in the price of the Company’s Class A common shares. An award or option is authorized on the date that all approval requirements are completed (e.g., action by the compensation committee approving the award and the number of options, restricted shares or other equity instruments to be issued to individual employees).

Net Loss per Share of Common Stock

Basic net loss per share of common stock is calculated using the two-class method under which earnings are allocated to both common shares and participating securities. Undistributed net losses are allocated entirely to common shareholders since the participating security has no contractual obligation to share in the losses. Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of stock-based compensation awards and warrants to purchase common stock (using the treasury stock method).

~~Recently adopted accounting pronouncements~~

Foreign Currency Remeasurement and Transactions

~~In December 2020, the FASB issued ASU No. 2019-12,~~
~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~, which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. This guidance had no effect on

The functional currency of the Company’s ~~condensed consolidated financial statements upon adoption~~foreign subsidiaries is the U.S. Dollar. For these subsidiaries, monetary assets and liabilities denominated in ~~2022.~~non-U.S. currencies are re-measured to U.S. Dollars using current exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities denominated in non-U.S. currencies are maintained at historical U.S. Dollar exchange rates. Expenses are re-measured at average U.S. Dollar monthly rates.

~~In March 2021,~~Foreign currency transaction gains and losses are a result of the ~~FASB issued ASU 2020-06,~~ ~~Debt with Conversion~~effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Transaction gains and ~~Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)~~. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU eliminates the current models that require separation of beneficial conversion and cash

conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The ASU also introduces additional disclosures for convertible debt and freestanding instruments thatlosses are ~~indexed to and settled in an entity’s own equity. The ASU amends the diluted earnings per share guidance, including the requirement to use if-converted method~~immaterial for all ~~convertible instruments~~periods presented.

In April and ~~an update for instruments that can be settled in either cash or shares. We early adopted ASU 2020-06 effective on January 1, 2021 applying the modified retrospective method. Since~~July 2022, the Company ~~does not have any financial instruments~~purchased 130.1 million Euros for 140.0 million U.S. dollars, a currency exchange rate of 1 U.S. dollar for 1.076 Euro and 50.0 million Euros for 50.9 million U.S. dollars, a currency exchange rate of 1 U.S. dollar for 1.018 Euro, which are designed to provide an economic hedge against future foreign currency exposures. The Company has used purchased Euros totaling 65.0 million for Euro-denominated capital expenditures and expenses during the three-months ended March 31, 2023 and has 24.6 million Euros available as of ~~January 1, 2021 within the scope of ASU 2020-06, early adoption had no effect on the Company’s condensed consolidated financial statements.~~March 31, 2023 for future foreign currency exposures.

~~In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. This ASU also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The new guidance is effective for non-public companies, and public business entities that meet the definition of a Smaller Reporting Company as defined by the Securities and Exchange Commission (SEC), for interim and annual periods beginning after December 15, 2022. On December 31, 2021, the Company became a large accelerated filer, as defined by the SEC, and, as a result, adopted this guidance effective January 1, 2021, which did not have a material impact on the Company's consolidated financial statements.

3. Fair ~~value measurements~~Value Measurements

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

Fair Value Measured as of December 31, 2021:
Level 1 Level 2 Level 3 Total
Assets included in:
Money market funds included in cash and cash equivalents $ 1,191,079 $ — $ — $ 1,191,079
Total fair value $ 1,191,079 $ — $ — $ 1,191,079

The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The carrying amounts included in the Condensed Consolidated Balance Sheets under Current assets approximate fair value because of the short maturity of these instruments.

On July 28, 2021, the Company made a commitment for a private investment in public equity (PIPE) supporting the planned merger of European EV charging network, Allego B.V. (“Allego”) with Spartan Acquisition Corp. III (NYSE: SPAQ), a publicly-listed special purpose acquisition company. Fisker Inc. is the exclusive electric vehicle automaker in the PIPE and, in parallel, agreed to terms to deliver a range of charging options for its customers in Europe. On March 16, 2022, the merger closed and the Company delivered cash of ~~$10~~$10.0 million in exchange for ~~1,000,000~~1,000,000.00 shares of Allego's Class A common stock (NYSE:ALLG). The Company's ownership percentage is less than 5% and does not result in significant influence. The shares acquired by Fisker were not registered with the SEC as of March 31, 2022. Allego is required to file with the SEC a registration statement registering the resale of the shares acquired (the “Registration Statement”). The Company cannot sell its shares until the Registration Statement is declared effective by the SEC. As the Company cannot predict when the Registration Statement will be declared effective, itinfluence and has classified its equity investment in Allego as a ~~noncurrent~~current asset. Unrealized ~~gains~~loss recognized during the three-months ended March 31, ~~2022~~2023 on equity securities ~~still~~ held as of March 31, ~~2022~~2023 totaled ~~$5.1 million~~ $0.7 million as shown separately in the Condensed Consolidated Statement of Operations. Subsequent to March 31, 2022, the fair value measurement of the Company's equity investment declined to $10.2 million based on the closing market price of ALLG Class A common stock of $10.20 on May 6, 2022..

We carry the convertible senior notes at face value less the unamortized debt issuance costs on our consolidated balance sheets and present that fair value for disclosure purposes only. As of March 31, ~~2022,~~2023, the fair value of the 2026 Notes was ~~$564.9~~$205.4 million. The estimated fair value of the convertible notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the convertible notes in an over-the-counter market on the last business day of the period.

For the three-months ended March 31, 2021, the Company measured its derivative liability for its private and public warrants at fair value on a recurring basis. The private warrants fair value is determined based on significant inputs not observable in the market, which caused it to be classified as a Level 3 measurement within the fair value hierarchy. The Company used an option pricing simulation model for the valuation of the private warrants, which used assumptions the Company believed would be made by a market participant in making the same valuation. all of which were exercised in March 2021. The public warrants fair value is determined using its publicly traded prices (Level 1). All of the public and private warranted were exercised or redeemed in 2021. Changes in the fair value of the derivative liability related to updated assumptions and estimates are recognized within the Condensed Consolidated Statements of Operations as a non-operating expense. For the three-months ended March 31, 2021, the changes in the fair value of the derivative liability resulted from changes in the fair values of the underlying Class A common shares and its associated volatilities upon exercise in March 2021.

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following as of March 31, 2023 and December 31, 2022 (in thousands):


	As of March 31, 2023		As of December 31, 2022
Prepaid insurance	2,588		2,951
Value-added tax receivable	22,044		27,928
Inventory	29,016		4,276
Prepaid and other current assets	72,657		56,610
	$	126,305	$	91,765

The Company paid value-added taxes on certain capital expenditures and submitted requests for refunds from tax authorities in foreign countries with a concentration in Europe that are pending repayment as of March 31, 2023 and December 31, 2022. Prepaid and other current assets include payments to certain suppliers in advance of production. Inventory consists of raw materials to be used in production.

5. Intangible ~~assets~~Assets

The Company has the following intangible assets (in thousands):

~~The Company did not amortize the~~Amortization expense of capitalized ~~cost~~costs associated with the manufacturing of the Fisker Ocean and production parts, and for warrants granted to Magna International, Inc. (“Magna”) for the three-months ended March 31, ~~2022 as amortization will commence on a straight-line basis with the start of production for the Fisker Ocean which~~2023 was $8.0 million and is expected to ~~occur~~be approximately $31.8 million for the year ending December 31, 2023 and in each of the ~~fourth quarter of 2022.~~succeeding five years. The Company expects to amortize the intangible asset over eight years but will continually assess the reasonableness of the estimated life. Refer to

Note 9 for additional information regarding the capitalization of costs upon issuance of warrants to Magna. Also, the Company capitalized certain costs associated with manufacturing of the Fisker Ocean and production of parts , which will be amortized beginning with the start of production for the Fisker Ocean over eight years.

5.6. Property and Equipment, ~~net~~Net

Property and equipment, net, consists of the following (in thousands):

Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. Assets of $47.0 million that are ready for their intended use have changed categories from Construction in progress to Tooling during the three-months ended March 31, 2023. As of March 31, ~~2022,~~2023, accounts payable and accrued expenses includes acquired property and ~~equipment~~equipment of ~~$27.0~~$133.9 million compared to ~~$35.4~~$144.8 million as of December 31, ~~2021,~~2022, which is excluded from net cash used in investing activities as reported in the condensed consolidated statement of cash flows for the three-months ended March 31, 2023.

The amounts in the table above as of December 31, 2022 have been updated to correct a disclosure classification error between fixed asset categories such that Machinery and equipment was overstated and Construction in progress was understated by $33.0 million. The Company determined the error was not material to its previously issued financial statements as it did not affect the Company's financial position as of December 31, 2022 or its results from operations and cash flows for the year ended December 31, 2022.

A summary of the components of accrued expenses is as follows (in thousands):

Accrued expenses include amounts owed to vendors but not yet invoiced in exchange for vendor purchases, ~~and~~ research and development ~~services.~~services, and order deposits. Certain estimates of accrued vendor expenses are based on costs incurred to date.

In the third quarter of 2022, the Company began accepting order deposits of $5,000 USD or equivalent currency (Order Deposits) for Fisker Ocean Ones, a limited-edition trim level of the Fisker Ocean. The Company also converted customer deposits for reservation holders who previously made a deposit for an Extreme, Ultra or Sport Ocean prior to August 16, 2022, the enactment date of the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"). Order deposits will be applied to the sales price of the vehicle and recognized as revenue when the vehicle is sold and delivered to the customer. Order Deposits are not included in customer deposits.

On July 1, 2022, the Company entered into a contract for global payment processing agreement with JPMorgan Chase Bank, N.A. (“Chase”). Order Deposits paid directly to the Company via ACH or other direct payment mechanisms are received in the Company’s bank account and available for its use in the subsequent month after the month in which the Order Deposits were placed. For Order Deposits made through credit card transactions, Chase holds cash received from customers until the vehicle is delivered to the customer at which time the cash is deposited into the Company’s bank account and available for its use. Cash received from Order Deposits and the conversion of any customer deposit results in the recognition of a contract liability. As of March 31, 2023 contract liabilities totaled $4.9 million and were classified as current liabilities, included in “Accrued Expenses” on the consolidated balance sheet.

8. Customer Deposits

Customer deposits consists of the following (in thousands):

Customer deposits consist of reservations, which represent cash received for the future right (e.g., a reservation) to order a Fisker Ocean or PEAR, and customer SUV option. Each reservation requires a deposit of $250 USD or equivalent currency.

8.9. Convertible Senior Notes

In August 2021, we issued an aggregate of $667.5 million principal amount of 2.50% convertible senior notes due in September 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the

Securities Act of 1933, as amended. The 2026 Notes have been designated as green bonds, whose proceeds will be allocated in accordance with the Company’s green bond framework. The 2026 Notes consisted of a ~~$625~~$625.0 million initial placement and an over-allotment option that provided the initial purchasers of the 2026 Notes with the option to purchase an additional $100.0 million aggregate principal amount of the 2026 Notes, of which $42.5 million was exercised. The 2026 Notes were issued pursuant to an indenture dated August 17, 2021. The net proceeds from the issuance of the 2026 Notes were $562.2 million net of debt issuance costs and cash used to purchase the capped call transactions (“2026 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense.

The 2026 Notes are unsecured obligations which bear regular interest at 2.50% annually and ~~will be~~are payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022. The 2026 Notes will mature on September 15, 2026, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 50.7743 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $19.70 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2026 Notes. We may redeem for cash all or any portion of the 2026 Notes, at our option, on or after September 20, 2024 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to June 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the five-business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2026 Notes on such trading day;

•if we call such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or

•on the occurrence of specified corporate events.

On or after June 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2026 Notes may require us to repurchase all or a portion of the 2026 Notes at a price equal to 100% of the principal amount of 2026 Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

We accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

As of March 31, ~~2022,~~2023, the 2026 Notes consisted of the following (in thousands):

~~Interest~~Interest expense related to the amortization of debt issuance costs ~~was $0.2 million~~ for the ~~three months~~three-months ended March 31, ~~2022.~~ 2023 was $0.4 million. Contractual interest expense ~~was $4 million~~ for the ~~three months~~three-months ended March 31, ~~2022.~~2023 was $4.2 million.

As of March 31, ~~2022,~~2023, the if-converted value of the 2026 Notes did not exceed the principal amount. ~~The~~The 2026 Notes were not eligible for conversion as of March 31, ~~2022.No~~2023.No sinking ~~fund~~fund is provided for the 2026 Notes, which means that we are not required to redeem or retire them periodically.

Capped Call Transactions

In connection with the offering of the 2026 Notes, we entered into the 2026 Capped Call Transactions with certain counterparties at a net cost of $96.8 million. The 2026 Capped Call Transactions are purchased capped call options on ~~$33.9~~33.9 million shares Class A common stock, that, if exercised, can be net share settled, net cash settled, or settled in a combination of cash or shares consistent with the settlement elections made with respect to the 2026 Notes if converted. The cap price is initially $32.57 per share of our Class A common stock and subject to certain adjustments under the terms of the 2026 Capped Call Transactions. The strike price is initially $19.70 per share of Class A common stock, subject to customary anti-dilution adjustments that mirror corresponding adjustments for the 2026 Notes.

The 2026 Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock upon conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification.

~~Public and Private Warrants~~

On March 19, 2021, the Company announced that it would redeem all of its outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.00001 per share (the “Common Stock”), that were issued under the Warrant Agreement, dated August 9, 2018 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in the Company’s initial public offering (the “IPO”), for a redemption price of $0.01 per Public Warrant (the “Redemption Price”), that remained outstanding at 5:00 p.m. New York City time on April 22, 2021 (the “Redemption Date”). The Private Placement Warrants were not subject to this redemption. In addition, in accordance with the Warrant Agreement, the Company’s board of directors elected to require that, upon delivery of the notice of redemption, all Public Warrants were to be exercised only on a “cashless basis.” Accordingly, holders could not exercise Public Warrants and receive10. Common Stock in exchange for payment in cash of the $11.50 per warrant exercise price. Instead, a holder exercising a Public Warrant was deemed to pay the $11.50 per warrant exercise price by the surrender of 0.5046 of a share of Common Stock that such holder would have been entitled to receive upon a cash exercise of a Public Warrant. Accordingly, by virtue of the cashless exercise of the Publicand Warrants exercising warrant holders received 0.4954 of a share of Common Stock for each Public Warrant surrendered for exercise. For the unexercised 225,906 Public Warrants outstanding at the Redemption Date, the Company paid $2,259 to redeem the unexercised warrants in the second quarter of 2021. There are no Public Warrants outstanding as of March 31, 2022 and December 31, 2021.

During March 2021, the 9,360,000 warrants to purchase Common Stock that were originally issued under the Warrant Agreement in a private placement simultaneously with the IPO were exercised by the Company’s former sponsor on a cashless basis for 4,907,329 shares of Common Stock (4,452,671 shares of Common Stock surrendered) and are no longer outstanding. During the three-months ended March 31, 2021, the Company received cash proceeds of $89 million upon the exercise of 7,733,400 Public Warrants immediately prior to the announcement to redeem the Public Warrants. Cashless exercises of public and private warrants increased additional paid-in capital by $277 million for the three-months ended March 31, 2021.

On October 29, 2020, the Company granted Magna up to 19,474,454 warrants, each with an exercise price of $0.01, to acquire underlying shares of Class A common stock of Fisker, which represented approximately 6.0% ownership in Fisker on a fully diluted basis as of the grant date. The right to exercise vested warrants expires on October 29, 2030. The warrants are accounted for as an award issued to non-employees measured on October 29, 2020 with 3three interrelated performance conditions that are separately evaluated for achievement.


Milestone	Percentage of Warrants that Vest Upon Achievement		Number of Warrants that Vest Upon Achievement
(a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement	33.3	%	6,484,993
(b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing Agreement	33.3	%	6,484,993
(c) Start of pre-serial production	33.4	%	6,504,468
			19,474,454

The cost upon achievement of each milestone is recognized when it is probable that a milestone will be met. The cost for awards to nonemployees is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. At March 31, ~~2022,~~2023, Magna satisfied ~~the~~the first and second milestones and the Company capitalized costs as an intangible asset representing the future economic benefit to Fisker Inc. As of ~~December 31, 2021 and~~ March 31, ~~2022,~~2023, the Company determined the third milestone is probable of achievement and capitalized a portion of the award's fair value corresponding to the service period beginning at the grant date and ending in the ~~fourth quarter~~second quarter of 2022. The unrecognized portion of the award will be recognized ratably over the remainder of the service period ending upon start of pre-serial production, which is estimated to occur in the fourth quarter of 2022. Changes2023, a change in the estimated ~~timing~~service period of ~~start~~the third tranche from 29 months to 31 months resulting in a decrease of ~~pre-serial production will require a cumulative adjustment for a change~~the carrying value and related accretion of $3.8 million in ~~accounting estimate. For~~ the ~~three months~~three-month period ended March 31, ~~2022,~~2023. For the three-months ended March 31, 2023, the recognized ~~cost~~cost of ~~$6.7~~$2.2 million ~~associated~~(a non-cash transaction) associated with services rendered, resulted in increased capitalized cost - ~~manufacturing~~manufacturing to ~~$238.2~~$254.5 million as of March 31, 2022. Because there are multiple milestones to achieve, the intangible asset is under development and will be complete when start of pre-serial production begins. The Company will amortize the aggregate capitalized cost in a systematic and rational manner.2023. Throughout its useful life, including the period of time before completion, the Company will assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated and then if the carrying amount of the intangible asset is not recoverable, determine its fair value and record an impairment loss. At March 31, ~~2022,~~2023, no ~~indicator~~indicators of impairment exists.

The fair value of each warrant is equal to the intrinsic value (e.g., stock price on grant date less exercise price) as the exercise price is $0.01. The terms of the warrant agreement require net settlement when exercised. Using the measurement date stock price of $8.96 for a share of Class A common stock, the warrant fair values for each tranche is shown below. Capitalized cost also results in an increase to additional paid in capital equal to the fair value of the vested warrants. Awards vest when a milestone if met. Magna has 12,969,986 ~~vested~~vested and exercisable warrants to acquire underlying Class A common stock of Fisker as of March 31, ~~2022,~~2023, none of which are exercised.

At-the-market Equity Program

In May, 2022, we entered into an at-the-market distribution agreement, dated May 24, 2022 with J.P. Morgan Securities LLC and Cowen and Company, LLC as the sales agents (the "Distribution Agreement"), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, Fisker may, at its discretion and from time to time during the term of the Distribution Agreement, sell, through the Agents, shares of its Class A Common Stock as would result in aggregate gross proceeds to the Company of up to $350 million by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange, on any other existing trading market for the Class A Common Stock or to or through a market maker. In addition, the sales agents may also sell the shares of Class A Common Stock by any other method permitted by law, including, but not limited to, negotiated transactions. The Class A Common Stock sold under the ATM Program is registered with the SEC under the Company's effective shelf registration statement that permits the Company to issue various securities for proceeds of up to $2.0 billion. The Company issued 8,884,080 shares of Class A common stock during the three-months ended March 31, 2023 for gross proceeds of $54.8 million, before $0.8 million of commissions and other direct incremental issuance costs and stock issuance receivable of $9.6 million (non-cash), and, as of March 31, 2023, $101.7 million of Class A Common Stock is available for sale under the ATM Program. As of March 31, 2023, the Company may issue securities in the future for up to $1.65 billion under its shelf-registration statement, subject to customary underwriting and due diligence procedures.

~~10.~~11. Loss Per Share

The Company computes earnings (loss) per share of Class A Common Stock and Class B Common Stock using the two-class method required for participating securities. Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been anti-dilutive. Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock:

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:


		As of March 31,			As of March 31,
		2022	2021		2023	2022
Convertible senior notes	Convertible senior notes	33,891,845	—	Convertible senior notes	33,891,845	33,891,845
Stock options and warrants	Stock options and warrants	30,560,564	29,048,269	Stock options and warrants	37,054,239	30,560,564
Total	Total	64,452,409	29,048,269	Total	70,946,084	64,452,409

~~11.~~12. Stock Based Compensation

The 2020 Equity Incentive Plan (the “Plan”) is a stock-based compensation plan which provides for the grants of options and restricted stock to employees and consultants of the Company. Options granted under the Plan may be either incentive options (“ISO”) or nonqualified stock options (“NSO”). Also, the Company established a 2020 Employee Stock Purchase Plan (the “ESPP”) under which Class A Common Stock may be issued. As of March 31, ~~2022,~~2023, no shares have been issued under the ESPP.

Stock-based compensation expense is as follows (in thousands):
Three-months Ended March 31,
2022 2021
General and administrative expense $ 1,773 $ 174
Research and development 3,292 643
Total $ 5,065 $ 817

Options under the Plan may be granted at prices as determined by the Board of Directors, provided, however, that (i) the exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The fair value of the shares is determined by the Board of Directors on the date of grants. Stock options generally have a contractual life of 10 years. Upon exercise, the Company issues new shares.

In 2016 and 2017, the Company’s founders were granted an aggregate of 15,882,711 options which are fully vested and are not related to performance. Options granted to other employees and consultants become vested and are exercisable over a range of up to six years from the date of grant.

The following table summarizes option activity under the Plan:


		Options	Weighted Average Exercise Price	Weighted Average Contractual Term (in Years)		Options	Weighted Average Exercise Price	Weighted Average Contractual Term (in Years)
Balance as of December 31, 2021		17,695,560	1.44	5.6
Balance as of December 31, 2022					Balance as of December 31, 2022	17,679,596	1.51	4.7
Granted	Granted	128,700	13.45		Granted	7,000	7.05
Exercised	Exercised	(95,900)	2.45		Exercised	(34,124)	0.60
Forfeited	Forfeited	(137,782)	12.27		Forfeited	(72,687)	14.42
Balance as of March 31, 2022		17,590,578	1.43	5.4
Balance as of March 31, 2023					Balance as of March 31, 2023	17,579,785	1.46	4.5

The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following range of assumptions:

The Black-Scholes option pricing model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s common stock, volatility, risk-free interest rates, expected term, and dividend yield. As the Company’s shares have actively traded for a short period of time subsequent to the Business Combination, volatility is based on a benchmark of comparable companies within the automotive and energy storage industries.

The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect during the expected term of the grant. The expected volatility is based on historical volatility of publicly-traded peer companies.

Restricted stock awards

During the three months ended March 31, 2022, the Company granted employees, who rendered services during the year ended December 31, 2021 and were employees of the Company on the grant date, a restricted stock unit (“RSU”) award based in proportion to the service period beginning from the employee’s hire date to the end of the year. The restricted stock unit awards vested on the grant date which resulted in the release of 339,340 shares of Class A common stock equal to stock-based compensation expense of $1.5 million recognized in the three-months ended March 31, 2022. The Company’s founders declined to receive an award related to performance in ~~2021.~~2021 and 2022. In accordance with the Company’s Outside Director Compensation Policy, each outside Board of Directors member will receive an annual RSU equal to $200,000 granted on the date of the Company’s annual shareholders’ meeting which vests in 25% increments at the end of each calendar quarter. Each Outside Director may elect to convert all or a portion of his or her annual Board of Directors retainer, excluding any annual retainer that an Outside Director may receive for serving as Lead Director and any annual retainers for committee service, into RSUs in lieu of the applicable cash retainer payment (“RSU Election”). The RSU awards granted to Outside Directors vested on the grant date which resulted in stock-based compensation expense of $0.4 million recognized in each of the three-months ended March 31, 2023 and March 31, 2022, respectively.

The number of Class A ~~common shares~~Common Stock granted to Outside Directors annually ~~are~~is based on the 30-day average closing trading price of Class A common stock on the day preceding the grant date (“RSU Value”). When an Outside

Director exercises his or her RSU Election, the number of shares of Class A ~~common shares~~Common Stock equal the amount of cash subject to such RSU Election divided by the applicable RSU Value and are fully vested.

The following table summarizes RSU activity under the Plan:

Performance-based restricted stock awards

In the third quarter of 2021, the Company’s compensation committee ratified and approved performance-based restricted stock units (“PRSUs”) to all employees (“Grantee”) the value of which is determined based on the Grantee’s level within the Company (“PRSU Value”). Each PRSU is equal to 1one underlying share of Class A common stock. ~~Also, PRSUs will be awarded to any new employee hired during 2022 and 2023 on a pro-rata basis based on a reduction in time of service.~~ The number of shares subject to a Grantee’s PRSU award equals the Grantee’s PRSU Value divided by the closing price per Class A common share on the service inception date, or if the service inception date is not a trading day, the closing price per Share on the closest trading day immediately prior to the service inception date; in each case rounded down to the nearest whole number. Each PRSU award shall vest as to 50% of the PRSU Value upon the Committee’s determination, in its sole discretion, and certification of the occurrence of the Ocean Start of Production and shall vest as to 50% of the PRSUs upon the first anniversary of the Ocean Start of Production, in each case, subject to (i) the Grantee’s continuous service through the applicable vesting date, (ii) the Grantee’s not committing any action or omission that would constitute Cause for termination through the applicable vesting date, as determined in the sole discretion of the Company, and (iii) the Ocean Start of Production occurring on or before December 31, 2022. The compensation committee has discretion to reduce or eliminate the number of PRSUs that shall vest pursuant to each PRSU award upon the certification of the occurrence of the Ocean Start of Production and/or upon the first anniversary of the Ocean Start of Production, after considering, any factors that it deems relevant, which could include but are not limited to (i) Company performance against key performance indicators, and (ii) departmental performance against goals. The service inception date precedes the grant dates for both performance conditions. The grant date for each of the performance conditions is the date Grantees have a mutual understanding of the key terms and conditions of the PRSU, which will occur when each performance ~~conditions~~condition is achieved, and the compensation committee has determined whether it will exercise its discretion to adjust the PRSU award. ~~As of March 31, 2022, the Company has approved and authorized PRSUs equal to 2,388,389 shares of Class A common stock with a PRSU value of $33.7 million.~~ Recognition of stock-based compensation ~~occurs~~occurs when ~~the grant date is determined, and~~ performance conditions are probable of achievement. Measurement of stock-based compensation attributed to the PRSU awards will be based on the fair value of the underlying Class A ~~common stock~~Common Stock once the grant date is determined (e.g., variable accounting).

As of March 31, 2023, the Company has approved and authorized PRSUs equal to 2,191,975 shares of Class A Common Stock with an aggregate PRSU value of $13.5 million of which 1,278,465 awards vested on March 24, 2023, the grant and vesting date for the first tranche of the PRSU award. As of December 31, 2022, achievement of the first tranche of the PRSU award was deemed probable resulting in the recognition of cumulative expense of $10.1 million. During the three-month period ended March 31, 2023, the Company measured the cumulative expense to be recognized upon vesting based on the closing stock price on the grant and vesting date, which resulted in cumulative expense of $7.3 million, a reduction of $2.8 million from the Company's measurement of compensation expense as of the end of 2022. The cumulative catch-up adjustment of $2.8 million recorded in the three-month period ended March 31, 2023 to remeasure the PRSU award exceeded compensation expense of $1.1 million for stock options and restricted stock awards.

The grant date of the second tranche of the PRSUs has not been determined as department goals have not been set and the compensation committee has not determined whether it will use its negative discretion. Thus, achievement of the second tranche of the PRSUs is not probable as of March 31, 2023 and remains subject to variable accounting treatment.

~~12.~~13. Related Party Transactions

On March 8, 2021, the Company appointed Mitchell Zuklie to its Board of Directors . Mr. Zuklie is the chairman of the law firm of Orrick, Herrington & Sutcliff LLP (‘‘Orrick’’), which provides various legal services to the Company. During the three-months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company incurred expenses for legal services rendered by Orrick totaling approximately $0.5 million and $1.7 million, ~~and $0.3 million, respectively.~~respectively.

14. Commitments and Contingencies

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened material claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes included elsewhere in this report.~~

Fisker is building a technology-enabled, asset-light automotive business ~~model~~ that it believes will be among the first of its kind and aligned with the future state of the automotive industry. This involves a focus on vehicle development, customer experience, sales and service intended to change the personal mobility experience through technological innovation, ease of use and flexibility. The Company combines the legendary design and engineering expertise of Henrik Fisker to develop high quality electric vehicles with strong emotional appeal. Central to Fisker’s business model is the Fisker Flexible Platform Agnostic Design (“FF-PAD”), a proprietary process that allows the development and design of a vehicle to be adapted to any given electric vehicle (“EV”) platform in the specific segment size. The process focuses on selecting industry leading vehicle specifications and adapting the design to crucial hard points on a third-party supplied EV platform and outsourced manufacturing to reduce development cost and time to market. The first example of this is Fisker’s work to adapt the Fisker Ocean design to a base vehicle platform developed by Magna Steyr Fahrzeugtechnik AG & Co KG ~~a limited liability partnership established and existing under the laws of Austria~~ (“Magna Steyr”)~~, an affiliate~~.

We achieved several key milestones in Europe in April and May 2023, including (i) the all-electric Fisker Ocean Extreme equipped with standard 20” and optional 22” wheels and tires achieved combined WLTP ranges of ~~Magna International, Inc. (“Magna”). This development with Magna Steyr began~~up to 707 km/440 miles and 701 km/436 miles, respectively; (ii) we opened our inaugural Center + facilities in ~~September 2020~~Copenhagen, Denmark and passed the first and second engineering gateways in November 2020 and March 2021, respectively and we are currently in the prototype building phase for production in November 2022. Fisker believes it is well-positioned through its global premium EV brand, its renowned design capabilities, its sustainability focus, and its asset-light and low overhead, direct to consumer business model which enables products likeVienna, Austria; (iii) the Fisker Ocean received small series type approval from the regulatory authority to be ~~priced roughly equivalent to internal combustion engine-powered SUV’s from premium brand competitors.~~

~~The~~sold and delivered in Europe; and (iv) we completed an initial delivery of the limited edition Fisker Ocean ~~is targeting~~One to an early customer in Denmark and we registered a large and rapidly expanding “premium with volume” segment (meaning a premium automaker producing more than 100,000 units of a single model such as the BMW X3 Series or Tesla Model Y) of the electric SUV market. Fisker expects to begin production of the Ocean as early as the fourth quarter of 2022. The Fisker Ocean ~~a five-passenger vehicle with potentially a 250- to over 350-mile range and state-of-the-art advanced driver assistance capabilities, will be differentiated~~One in ~~the marketplace by its innovative and timeless design and a re-imagined customer experience delivered through an advanced software-based user interface. The~~Germany for Henrik Fisker, Ocean is designed for a high degree of sustainability, using recycled rubber, eco-suede interior trim made from recycled polyester, and carpeting from fishing nets and plastic bottles recycled from ocean waste, among many other sustainable features. The optional features for the Ocean, including California Mode (patent pending) and a solar photovoltaic roof resulted in the Fisker Ocean prototype being the most awarded new automobile at CES 2020 by Time, Newsweek, Business Insider, CNET and others.

Fisker believes its innovative business model, including “E-Mobility-as-a-Service” (“EMaaS”), will revolutionize how consumers view personal transportation and car ownership. Over time, Fisker plans to combine a customer-focused experience with flexible leasing options, affordable monthly payments and no fixed lease terms, in addition to direct-to-consumer sales. Through an innovative partnership strategy, Fisker believes that it will be able to significantly reduce the capital intensity typically associated with developing and manufacturing vehicles, while maintaining flexibility and optionality in component sourcing and manufacturing due to Fisker’s FF-PAD proprietary process. Through Fisker’s FF-PAD proprietary process, Fisker is currently working with Magna to develop a proprietary electric vehicle platform called FM29 that will underpin Fisker Ocean and at least one additional nameplate. Fisker intends to cooperate with one or more additional industry-leading original equipment manufacturers (“OEMs”), technology companies, and/or tier-one automotive suppliers for access to procurement networks, while focusing on key differentiators in innovative design, software and user interface. Multiple platform-sharing partners is intended to accelerate growth in Fisker’s portfolio of electric vehicle offerings. Fisker envisions a go-to-market strategy with both web- and app-based digital sales, loan financing approvals, leasing, and service management, with limited reliance on traditional brick-and-mortar “sales-and-service” dealer networks. Fisker believes that this customer-focused approach will drive revenue, user satisfaction and higher margins than competitors.

~~The Business Combination~~

Fisker was originally incorporated in the State of Delaware in October 13, 2017 as a special purpose acquisition company under the name Spartan Energy Acquisition Corp. (“Spartan”), formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination

with one or more businesses. Spartan completed its IPO in August 2018. In October 2020, Spartan’s wholly-owned subsidiary merged with and into Fisker Holdings, Inc. (f/k/a Fisker Inc.) a Delaware corporation (“Legacy Fisker”), with Legacy Fisker surviving the merger as a wholly-owned subsidiary of Spartan (the “Business Combination”). In connection with the consummation of the Business Combination (the “Closing”), Spartan changed its name to Fisker Inc.

The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Spartan was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy Fisker issuing stock for the net assets of Spartan, accompanied by a recapitalization, whereby no goodwill or other intangible assets was recorded. Operations prior to the Business Combination are those of Legacy Fisker.


Delaware			82-3100340
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


PART I – FINANCIAL INFORMATION			5
Item 1. Financial Statements.			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			2123
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			3229
Item 4. Controls and Procedures			3229
PART II – OTHER INFORMATION			3431
Item 1. Legal Proceedings.			3431
Item 1A. Risk Factors.			3431
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			3631
Item 3. Defaults Upon Senior Securities.			3631
Item 4. Mine Safety Disclosures			3631
Item 5. Other Information.			3731
Item 6. Exhibits.			3732
SIGNATURE			3833


		As of March 31, 2022		As of December 31, 2021			As of March 31, 2023		As of December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,042,562	$	1,202,439	Cash and cash equivalents	$	652,534	$	736,549
Restricted cash						Restricted cash	4,624		—
Prepaid expenses and other current assets	Prepaid expenses and other current assets	32,192		30,423		Prepaid expenses and other current assets	126,305		91,765
Equity investment						Equity investment	2,410		3,140
Total current assets	Total current assets	1,074,754		1,232,862		Total current assets	785,873		831,454
Non-current assets:	Non-current assets:					Non-current assets:
Property and equipment, net	Property and equipment, net	122,662		85,643		Property and equipment, net	420,607		387,137
Intangible assets	Intangible assets	238,219		231,525		Intangible assets	241,322		246,922
Right-of-use assets, net	Right-of-use assets, net	17,385		18,285		Right-of-use assets, net	38,680		33,424
Equity investment		15,120		—
Other non-current assets	Other non-current assets	24,393		24,637		Other non-current assets	18,064		16,489
Total non-current assets	Total non-current assets	417,779		360,090		Total non-current assets	718,673		683,972
TOTAL ASSETS	TOTAL ASSETS	$	1,492,533	$	1,592,952	TOTAL ASSETS	$	1,504,546	$	1,515,426
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	10,890	$	28,143	Accounts payable	$	68,317	$	58,871
Accrued expenses	Accrued expenses	102,377		79,634		Accrued expenses	310,710		264,925
Lease liabilities	Lease liabilities	4,612		4,552		Lease liabilities	7,323		7,085
Total current liabilities	Total current liabilities	117,879		112,329		Total current liabilities	386,350		330,881
Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Customer deposits	Customer deposits	11,055		6,300		Customer deposits	15,669		15,334
Lease liabilities	Lease liabilities	14,021		14,933		Lease liabilities	33,587		27,884
Convertible senior notes	Convertible senior notes	659,552		659,348		Convertible senior notes	661,250		660,822
Total non-current liabilities	Total non-current liabilities	684,628		680,581		Total non-current liabilities	710,506		704,040
Total liabilities	Total liabilities	802,507		792,910		Total liabilities	1,096,856		1,034,921
COMMITMENTS AND CONTINGENCIES (Note 13)		0		0
COMMITMENTS AND CONTINGENCIES (Note 14)						COMMITMENTS AND CONTINGENCIES (Note 14)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021		—		—
Class A Common stock, $0.00001 par value; 750,000,000 shares authorized; 164,836,936 and 164,377,306 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		2		2
Class B Common stock, $0.00001 par value; 150,000,000 shares authorized; 132,354,128 shares issued and outstanding as of March 31, 2022 and December 31, 2021		1		1
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of March 31, 2023 and December 31, 2022						Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of March 31, 2023 and December 31, 2022	—		—
Class A Common stock, $0.00001 par value; 750,000,000 shares authorized; 197,843,646 and 187,599,812 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively						Class A Common stock, $0.00001 par value; 750,000,000 shares authorized; 197,843,646 and 187,599,812 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	2		2
Class B Common stock, $0.00001 par value; 150,000,000 shares authorized; 132,354,128 shares issued and outstanding as of March 31, 2023 and December 31, 2022						Class B Common stock, $0.00001 par value; 150,000,000 shares authorized; 132,354,128 shares issued and outstanding as of March 31, 2023 and December 31, 2022	1		1
Additional paid-in capital	Additional paid-in capital	1,431,342		1,419,284		Additional paid-in capital	1,704,622		1,650,196
Accumulated deficit	Accumulated deficit	(741,319)		(619,245)		Accumulated deficit	(1,287,296)		(1,166,741)
Receivable for stock issuance						Receivable for stock issuance	(9,639)		(2,953)
Total stockholders’ equity	Total stockholders’ equity	690,026		800,042		Total stockholders’ equity	407,690		480,505
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,492,533	$	1,592,952	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,504,546	$	1,515,426


		Three-Months Ended March 31,					Three Months Ended March 31,
		2022		2021			2023		2022
Revenue	Revenue	$	12	22		Revenue	$	198	$	12
Cost of goods sold	Cost of goods sold	11		17		Cost of goods sold	164		11
Gross margin	Gross margin	1		5		Gross margin	34		1
Operating costs and expenses:	Operating costs and expenses:					Operating costs and expenses:
General and administrative		21,992		$	5,832
Selling, general and administrative						Selling, general and administrative	44,648		21,992
Research and development	Research and development	101,460		27,271		Research and development	76,999		101,460
Total operating costs and expenses	Total operating costs and expenses	123,452		33,103		Total operating costs and expenses	121,647		123,452
Loss from operations	Loss from operations	(123,451)		(33,098)		Loss from operations	(121,613)		(123,451)
Other income (expense):	Other income (expense):					Other income (expense):
Other income (expense)		(371)		75
Other income (expense), net						Other income (expense), net	(45)		(371)
Interest income	Interest income	265		156		Interest income	6,894		265
Interest expense	Interest expense	(4,383)		—		Interest expense	(4,601)		(4,383)
Change in fair value of derivatives		—		(145,249)
Foreign currency gain		746		1,273
Unrealized gains recognized on equity securities		5,120		—
Foreign currency gain (loss)						Foreign currency gain (loss)	(401)		746
Unrealized gain (loss) recognized on equity securities						Unrealized gain (loss) recognized on equity securities	(730)		5,120
Total other income (expense)	Total other income (expense)	1,377		(143,745)		Total other income (expense)	1,117		1,377
Loss before income taxes						Loss before income taxes	(120,496)		(122,074)
Provision for income taxes						Provision for income taxes	(59)		—
Net loss	Net loss	$	(122,074)	$	(176,843)	Net loss	$	(120,555)	$	(122,074)
Net loss per common share	Net loss per common share					Net loss per common share
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted	Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted	$	(0.41)	$	(0.63)	Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted	$	(0.38)	$	(0.41)
Weighted average shares outstanding	Weighted average shares outstanding					Weighted average shares outstanding
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted	Weighted average Class A and Class B Common shares outstanding- Basic and Diluted	296,508,619		279,837,563		Weighted average Class A and Class B Common shares outstanding- Basic and Diluted	320,983,589		296,508,619


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Fair Value Measured as of March 31, 2022:									Fair Value Measured as of March 31, 2023:
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets included in:	Assets included in:									Assets included in:
Money market funds included in cash and cash equivalents	Money market funds included in cash and cash equivalents	$	882,894	$	—	$	—	$	882,894	Money market funds included in cash and cash equivalents	$	577,752	$	—	$	—	$	577,752
Equity investment	Equity investment	$	15,120	$	—	$	—	$	15,120	Equity investment	2,410		—		—		2,410
Total fair value	Total fair value	$	898,014	$	—	$	—	$	898,014	Total fair value	$	580,162	$	—	$	—	$	580,162


	As of March 31, 2022
	Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net
Capitalized cost - manufacturing	8 years	$	238,219	$	—	$	238,219
		$	238,219	$	—	$	238,219


	As of December 31, 2021
	Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net
Capitalized cost - manufacturing	8 years	$	231,525	$	—	$	231,525
		$	231,525	$	—	$	231,525


		March 31, 2022		December 31, 2021			As of March 31, 2023		As of December 31, 2022
Tooling						Tooling	$	46,960	$	—
Machinery and equipment	Machinery and equipment	$	1,242	$	1,174	Machinery and equipment	27,513		9,298
Furniture and fixtures	Furniture and fixtures	450		307		Furniture and fixtures	563		470
IT hardware and software	IT hardware and software	5,047		3,778		IT hardware and software	9,256		6,427
Leasehold improvements	Leasehold improvements	$20		20		Leasehold improvements	634		634
Construction in progress	Construction in progress	117,078		81,160		Construction in progress	339,706		372,789
Total property and equipment	Total property and equipment	123,837		86,439		Total property and equipment	424,632		389,618
Less: Accumulated depreciation and amortization	Less: Accumulated depreciation and amortization	(1,175)		(796)		Less: Accumulated depreciation and amortization	(4,025)		(2,481)
Property and equipment, net	Property and equipment, net	$	122,662	$	85,643	Property and equipment, net	$	420,607	$	387,137


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accrued vendor liabilities	Accrued vendor liabilities	$	97,506	$	67,293	Accrued vendor liabilities	$	291,067	$	251,291
Order deposits						Order deposits	4,917		4,860
Accrued professional fees						Accrued professional fees	2,030		1,145
Accrued payroll	Accrued payroll	2,757		1,989		Accrued payroll	4,415		1,627
Accrued professional fees		1,107		3,579
Accrued interest	Accrued interest	695		6,165		Accrued interest	695		4,867
Accrued other	Accrued other	312		608		Accrued other	7,586		1,135
Total accrued expenses	Total accrued expenses	$	102,377	$	79,634	Total accrued expenses	$	310,710	$	264,925


Principal	$	667,500
Unamortized debt issuance costs	~~(7,948)~~(6,250)
Net carrying amount	$	~~659,552~~661,250


		Fair value		Capitalized at March 31, 2022			Fair value		Capitalized at March 31, 2023
Milestone (a)	Milestone (a)	$	58,041	$	58,041	Milestone (a)	$	58,041	$	58,041
Milestone (b)	Milestone (b)	58,041		58,041		Milestone (b)	58,041		58,041
Milestone (c)	Milestone (c)	58,215		38,131		Milestone (c)	58,215		54,445
		$	174,297	$	154,213		$	174,297	$	170,527


	Three Months Ended March 31, 2023
	2023		2022
Selling, general and administrative expense/(benefit)	$	(657)	$	1,773
Research and development expense/(benefit)	(985)		3,292
Total	(1,642)		5,065


			Three Months Ended March 31, ~~2022~~2023
Expected term (in years)			6.3
Volatility			~~76.4%~~74.5% to ~~80.3%~~75.2%
Dividend yield			0.0%
Risk-free interest rate			~~1.55%~~3.40% to ~~2.16%~~4.00%
Common stock price			$~~12.90~~6.98 to $7.10


		RSU Awards	Weighted Average Grant Date Fair Value			RSU Awards	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2021		17,174	$	13.47
Unvested as of December 31, 2022					Unvested as of December 31, 2022	11,752	$	12.45
Awarded	Awarded	360,582	12.43		Awarded	625,844	6.62
Vested	Vested	(353,160)	11.54		Vested	(47,165)	12.88
Forfeited	Forfeited	(1,016)	11.46		Forfeited	(8,992)	12.47
Unvested as of March 31, 2022		23,580	$	12.72
Unvested as of March 31, 2023					Unvested as of March 31, 2023	581,439	$	10.78


	Three-Months Ended March 31,
	2023		2022		$ Change		% Change
	(dollar amounts in thousands)
Revenue	$	198	$	12	$	186	n.m.
Cost of goods sold	164		11		153		n.m.
Gross Margin	34		1		33		n.m.
Operating costs and expenses:
Selling, general and administrative	44,648		21,992		22,656		103		%
Research and development	76,999		101,460		(24,461)		(24)		%
Total operating costs and expenses	121,647		123,452		(1,805)		(1)		%
Loss from operations	(121,613)		(123,451)		1,838		(1)		%
Other income (expense):
Other income (expense)	(45)		(371)		326		(88)		%
Interest income	6,894		265		6,629		n.m.
Interest expense	(4,601)		(4,383)		(218)		5		%
Foreign currency gain/(loss)	(401)		746		(1,147)		n.m.
Unrealized gain/(loss) recognized on equity securities	(730)		5,120		(5,850)		n.m.
Total other income (expense)	1,117		1,377		(260)		(19)		%
Loss before income taxes	(120,496)		(122,074)		1,578		(1)		%
Provision for income taxes	(59)		—		(59)		n.m.
Net Loss	$	(120,555)	$	(122,074)	$	1,519	$	—


	Three-Months Ended March 31,
Selling, General and Administrative Reconciliation	2023		2022
GAAP Selling, general and administrative	44,648		21,992
Stock-based compensation benefit/(expense)	657		(1,773)
Non-GAAP Selling, general and administrative	$	45,305	$	20,219


	Three-Months Ended March 31,
Research and Development Reconciliation	2023		2022
GAAP Research and development	76,999		101,460
Stock-based compensation benefit/(expense)	985		(3,292)
Non-GAAP Research and development	$	77,984	$	98,168


			FISKER INC.

			By:			/s/ Dr. Geeta Gupta-Fisker
			Name:			Dr. Geeta Gupta-Fisker
			Title:			Chief Financial Officer and Chief Operating Officer