Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 23, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38824 | ||
Entity Registrant Name | CANOO INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1476189 | ||
Entity Address, Address Line One | 19951 Mariner Avenue | ||
Entity Address, City or Town | Torrance | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90503 | ||
City Area Code | 424 | ||
Local Phone Number | 271-2144 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 286,376,886 | ||
Entity Common Stock, Shares Outstanding | 474,140,598 | ||
Entity Central Index Key | 0001750153 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | GOEV | ||
Security Exchange Name | NASDAQ | ||
Private Placement Warrants Liability | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | GOEVW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm Id | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 36,589 | $ 224,721 |
Restricted cash, current | 3,426 | 2,771 |
Inventory | 2,954 | 0 |
Prepaids and other current assets | 9,350 | 63,814 |
Total current assets | 52,319 | 291,306 |
Property and equipment, net | 311,400 | 202,314 |
Restricted cash, non-current | 10,600 | 0 |
Operating lease right-of-use assets | 39,331 | 14,228 |
Deferred warrant asset | 50,175 | 0 |
Deferred battery supplier cost | 30,000 | 11,700 |
Other non-current assets | 2,647 | 3,526 |
Total assets | 496,472 | 523,074 |
Current liabilities | ||
Accounts payable | 103,187 | 52,267 |
Accrued expenses and other current liabilities | 63,091 | 83,925 |
Convertible debt | 34,829 | 0 |
Warrant liability | 17,171 | 0 |
Total current liabilities | 218,278 | 136,192 |
Contingent earnout shares liability | 3,013 | 29,057 |
Operating lease liabilities | 38,608 | 13,826 |
Total liabilities | 259,899 | 179,075 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized; 355,388 and 238,578 issued and outstanding as of December 31, 2022 and 2021, respectively | 35 | 24 |
Additional paid-in capital | 1,416,361 | 1,036,104 |
Accumulated deficit | (1,179,823) | (692,129) |
Total stockholders’ equity | 236,573 | 343,999 |
Total liabilities and stockholders’ equity | $ 496,472 | $ 523,074 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 355,388,000 | 238,578,000 |
Common stock, shares outstanding (in shares) | 355,388,000 | 238,578,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Costs and Operating Expenses | ||
Cost of revenue, excluding depreciation | 0 | 0 |
Research and development expenses, excluding depreciation | 299,218 | 246,245 |
Selling, general and administrative expenses, excluding depreciation | 196,029 | 194,736 |
Depreciation | 11,554 | 8,921 |
Total costs and operating expenses | 506,801 | 449,902 |
Loss from operations | (506,801) | (449,902) |
Other income (expense) | ||
Interest (expense) income | (2,249) | 103 |
Gain on fair value change in contingent earnout shares liability | 26,044 | 104,446 |
Loss on fair value change in private placement warrants liability | 0 | (1,639) |
Loss on extinguishment of debt | (4,626) | 0 |
Other (expense) income, net | (62) | 224 |
Loss before income taxes | (487,694) | (346,768) |
Provision for income taxes | 0 | 0 |
Net loss and comprehensive loss | (487,694) | (346,768) |
Net loss and comprehensive loss | $ (487,694) | $ (346,768) |
Net loss per share, basic (in dollars per share) | $ (1.81) | $ (1.52) |
Net loss per share, diluted (in dollars per share) | $ (1.81) | $ (1.52) |
Weighted-average shares outstanding, basic (in shares) | 269,768 | 227,909 |
Weighted-average shares outstanding, diluted (in shares) | 269,768 | 227,909 |
Consolidated Statement of Share
Consolidated Statement of Shareholder's Equity - USD ($) shares in Thousands, $ in Thousands | Total | VDL Nedcar | Standby Equity Purchase Agreement | Private Placement | Pre Paid Advance Agreement Member | Sale Of Shares Under The Wainwright ATM Program | Legal Settlement Member | Walmart Agreement | Common Stock | Common Stock VDL Nedcar | Common Stock Standby Equity Purchase Agreement | Common Stock Private Placement | Common Stock Pre Paid Advance Agreement Member | Common Stock Sale Of Shares Under The Wainwright ATM Program | Common Stock Legal Settlement Member | Additional paid-in capital | Additional paid-in capital VDL Nedcar | Additional paid-in capital Standby Equity Purchase Agreement | Additional paid-in capital Private Placement | Additional paid-in capital Pre Paid Advance Agreement Member | Additional paid-in capital Sale Of Shares Under The Wainwright ATM Program | Additional paid-in capital Legal Settlement Member | Additional paid-in capital Walmart Agreement | Accumulated deficit |
Balance as of beginning of period (shares) at Dec. 31, 2020 | 235,753 | |||||||||||||||||||||||
Balance as of beginning of period at Dec. 31, 2020 | $ 565,242 | $ 24 | $ 910,579 | $ (345,361) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Proceeds from exercise of public warrants (in shares) | 598 | |||||||||||||||||||||||
Proceeds from the exercise of public warrants | 6,880 | 6,880 | ||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | (1,527) | |||||||||||||||||||||||
Repurchase of unvested shares | (17) | (17) | ||||||||||||||||||||||
Issuance of unvested restricted shares (shares) | 3,684 | |||||||||||||||||||||||
Issuance of shares for restricted stock units vested | 0 | |||||||||||||||||||||||
Issuance of shares upon early exercise of unvested share options (shares) | 70 | |||||||||||||||||||||||
Issuance of shares upon exercise of vested stock options | 1 | 1 | ||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock awards | 49 | 49 | ||||||||||||||||||||||
Settlement of offering costs | 2,000 | 2,000 | ||||||||||||||||||||||
Stock-based compensation | 108,360 | 108,360 | ||||||||||||||||||||||
Conversion of private placement warrants to public warrants | 8,252 | 8,252 | ||||||||||||||||||||||
Net loss and comprehensive loss | $ (346,768) | (346,768) | ||||||||||||||||||||||
Balance as of end of period (shares) at Dec. 31, 2021 | 238,578 | 238,578 | ||||||||||||||||||||||
Balance as of end of period at Dec. 31, 2021 | $ 343,999 | $ 24 | 1,036,104 | (692,129) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Repurchase of unvested shares - forfeitures (shares) | 779 | |||||||||||||||||||||||
Repurchase of unvested shares | (12) | (12) | ||||||||||||||||||||||
Issuance of unvested restricted shares (shares) | 5,283 | |||||||||||||||||||||||
Issuance of shares for restricted stock units vested | 0 | $ 1 | (1) | |||||||||||||||||||||
Issuance of shares upon early exercise of unvested share options (shares) | 53 | |||||||||||||||||||||||
Issuance of shares upon exercise of vested stock options | 1 | 1 | ||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan (in shares) | 1,489 | |||||||||||||||||||||||
Issuance of shares under employee stock purchase plan | 2,923 | 2,923 | ||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock awards | 21 | 21 | ||||||||||||||||||||||
Issuance of common stock in connection with a SEPA, Private Placement, PPA & ATM (in shares) | 972 | 14,236 | 22,708 | 34,465 | 36,349 | |||||||||||||||||||
Issuance of common stock in connection with a SEPA, Private Placement, PPA & ATM | $ 8,400 | $ 33,083 | $ 60,000 | $ 92,542 | $ 49,263 | $ 1 | $ 2 | $ 3 | $ 4 | $ 8,400 | $ 33,082 | $ 59,998 | $ 92,539 | $ 49,259 | ||||||||||
Offering costs for the issuance of shares | (1,233) | (1,233) | ||||||||||||||||||||||
Issuance of common stock in connection with a legal settlement | 2,034 | |||||||||||||||||||||||
Issuance of shares under legal settlement (Note 12) | $ 5,532 | $ 5,532 | ||||||||||||||||||||||
Recognition of vested Walmart warrants | $ 50,175 | $ 50,175 | ||||||||||||||||||||||
Settlement of offering costs | 0 | |||||||||||||||||||||||
Stock-based compensation | 79,573 | 79,573 | ||||||||||||||||||||||
Conversion of private placement warrants to public warrants | 0 | |||||||||||||||||||||||
Net loss and comprehensive loss | $ (487,694) | (487,694) | ||||||||||||||||||||||
Balance as of end of period (shares) at Dec. 31, 2022 | 355,388 | 355,388 | ||||||||||||||||||||||
Balance as of end of period at Dec. 31, 2022 | $ 236,573 | $ 35 | $ 1,416,361 | $ (1,179,823) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (487,694) | $ (346,768) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 11,554 | 8,921 |
Non-cash operating lease expense | 2,355 | 1,046 |
Non-cash commitment fee under the SEPA | 582 | 0 |
Non-cash legal settlement | 5,532 | 0 |
Stock-based compensation expense | 79,573 | 108,360 |
Gain on fair value change of contingent earnout shares liability | (26,044) | (104,446) |
Loss on fair value change in private placement warrants liability | 0 | 1,639 |
Loss on extinguishment of debt | 4,626 | 0 |
Non-cash debt discount | 900 | 0 |
Amortization of debt issuance costs and non-cash interest expense | 1,430 | 0 |
Inventory | (2,954) | 0 |
Prepaid expenses and other current assets | 5,672 | (27,744) |
Other assets | 879 | (13,980) |
Accounts payable & accrued expenses and other current liabilities | 3,114 | 72,156 |
Net cash used in operating activities | (400,475) | (300,816) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (97,270) | (136,594) |
Prepayment to VDL Nedcar | 0 | (26,134) |
Return of prepayment from VDL Nedcar | 30,440 | 0 |
Net cash used in investing activities | (66,830) | (162,728) |
Cash flows from financing activities: | ||
Proceeds from exercise of public warrants | 0 | 6,880 |
Repurchase of unvested shares | (12) | (17) |
Payment of offering costs | (1,233) | (11,307) |
Repayments on PPP loan | 0 | (6,943) |
Proceeds from the purchase of shares and warrants by VDL Nedcar | 8,400 | 0 |
Proceeds from issuance of shares under SEPA agreement | 32,500 | 0 |
Proceeds from issuance of shares under PIPE | 60,000 | 0 |
Proceeds from the issuance of shares under ATM, net of issuance costs | 49,263 | 0 |
Proceeds from PPA | 141,100 | 0 |
Repayments on PPA | (2,514) | 0 |
Proceeds from the exercise of stock options | 1 | 1 |
Proceeds from the employee stock purchase plan | 2,923 | 0 |
Net cash provided by (used in) financing activities | 290,428 | (11,386) |
Net decrease in cash, cash equivalents, and restricted cash | (176,877) | (474,930) |
Cash, cash equivalents, and restricted cash | ||
Cash, cash equivalents, and restricted cash, beginning of period | 227,492 | 702,422 |
Cash, cash equivalents, and restricted cash, end of period | 50,615 | 227,492 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents at end of period | 36,589 | 224,721 |
Restricted cash, current at end of period | 3,426 | 2,771 |
Restricted cash, non-current at end of period | 10,600 | 0 |
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows | 50,615 | 227,492 |
Supplemental non-cash investing and financing activities: | ||
Issuance of shares for extinguishment of convertible debt under PPA agreement | 92,542 | 0 |
Acquisition of property and equipment included in current liabilities | 75,881 | 52,512 |
Recognition of operating lease right of use asset | 27,458 | 2,362 |
Recognition of warrant liability | 17,171 | 0 |
Offering costs included in accrued expenses and other current liabilities | 1,178 | 0 |
Conversion of private placement warrants to public warrants | 0 | 8,252 |
Settlement of offering costs | 0 | 2,000 |
Reclassification of deposit paid to VDL Nedcar to receivable | 0 | 30,440 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | $ 0 | $ 60 |
State Incentive Arrangements
State Incentive Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |
State Incentive Arrangements | State Incentive ArrangementsIn February 2022, the Company was awarded a state incentive from the Oklahoma Governor's Quick Action Closing Fund which was amended to $7.5 million in February 2023 by the Oklahoma Department of Commerce. The funding supports the location of a manufacturing facility, a tech hub, a customer service and financial center, and a software development center in Oklahoma ("Oklahoma Facilities"), and is payable to Canoo over time based on the Company's capital investment and hiring at these facilities. For the year ended December 31, 2022 , no funding has been received |
Organization and Description of
Organization and Description of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | Organization and Description of the Business Description of the Business Canoo Inc. (“Canoo” or the “Company”) is a high-tech advanced mobility technology company with a mission to bring electric vehicles ("EVs") to everyone. We have developed a breakthrough EV platform that we believe will enable us to rapidly innovate, and bring new products addressing multiple use cases to market faster than our competition and at a lower cost. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The consolidated financial statements include the results of Canoo Inc. and its subsidiaries. Our comprehensive loss is the same as our net loss. All intercompany transactions and balances have been eliminated in the consolidation. Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. Reclassification adjustments had no impact on prior year net income (loss) or shareholders’ equity. Liquidity and Capital Resources As of December 31, 2022, the Company’s principal sources of liquidity are its unrestricted cash balance in the amount of $36.6 million and its access to capital under the ATM Offering (defined below in Note 14) and Yorkville facilities. The Company has incurred losses since inception and had negative cash flow from operating activities of $400.5 million for the year ended December 31, 2022. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. As an early-stage growth company, the Company's ability to access capital is critical. Although management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The consolidated financial information does not include any adjustments that might result from the outcome of this uncertainty. The Company believes substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. Macroeconomic Conditions Current adverse macroeconomic conditions, including but not limited to heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, and challenges in the supply chain could negatively affect our business. Ultimately, the Company cannot predict the impact of current or worsening macroeconomic conditions. The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company is working on projecting demand and infrastructure requirements and deploying its workforce and other resources accordingly. Segment and Geographic Information Our principal executive officer, as the chief operating decision maker, organizes the Company, manages resource allocations and measures performance on the basis of one operating segment. The Company’s property and equipment and right of use assets are located primarily in the United States of America. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, the determination of the useful lives of property and equipment, valuation of deferred income tax assets and uncertain tax positions, the valuation of equity securities and stock-based compensation, the recognition and disclosure of contingent liabilities, the fair value of financial instruments, inventory, and the estimated incremental borrowing rates used to assess lease liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company may engage third party valuation specialists to assist with estimates related to the valuation of the underlying value of its assets, liabilities and equity. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Cash and Cash Equivalents Cash and cash equivalents consist of investments that are highly liquid, readily convertible to cash and which have an original maturity date within three months from the date of purchase as well as savings, checking and other bank accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. The Company, at times, maintains cash and cash equivalent balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash with high credit quality financial institutions . Restricted Cash The Company had restricted cash of $14.0 million as of December 31, 2022. The restricted cash represents a letter of credit under the Company's Bentonville lease of $9.5 million, refundable customer deposits of $1.9 million, a letter of credit under the Company's Michigan lease of $1.1 million, and certain other individually immaterial restricted cash balances of $1.5 million. As of December 31, 2021, the Company had restricted cash of $2.8 million. The restricted cash represents the letter of credit under the Company's Michigan lease of $1.1 million, refundable customer deposits of $0.9 million, and $0.8 million that serves as collateral for failure to make required payments under the agreement entered into on October 19, 2021 with Panasonic Industrial Devices Sales Company of America, a Division of Panasonic Corporation of America (“PIDSA”) and Sanyo Electric Co. Ltd., acting through its Mobility Energy Business Division (“SANYO”, and together with PIDSA, “Panasonic”) for the supply of lithium-ion battery cells. Property and Equipment Property and equipment is stated at historical cost, less accumulated depreciation. Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis, the determination of which requires significant judgment. Expenditures for repairs and maintenance are expensed as incurred. Construction-in-progress is stated at historical cost and is transferred to its respective depreciable asset class once the underlying asset is ready for its intended use. Depreciation of construction-in-progress begins only once placed into service, over the estimated useful life on a straight-line basis. The Company generally uses the estimated useful lives for each asset category as follows: Assets category Years Leasehold improvements Shorter of lease term or estimated useful life Tooling 5 years Furniture and fixtures 5 years Machinery and equipment 3 years Computer hardware and software 3 years Vehicles 3 years Leases On January 1, 2018, the Company early adopted ASC No. 842, Leases (“ASC 842”), on a modified retrospective basis at the beginning of the period of adoption. The Company determines if an arrangement is a lease at inception if the Company concludes that the contract is in the scope of ASC 842 and the Company has the right to control the identified asset. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities are included in accrued expenses and operating lease liabilities in the consolidated balance sheet. The operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company estimates an incremental borrowing rate based on the estimated market rate of interest for a collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease right-of-use asset also includes any lease payments made prior to the lease commencement date. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The determination of the lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has elected to exclude short-term leases (i.e., leases with expected terms of 12 months or less) from the recognition requirements of ASC 842, and has elected to account for lease and certain non-lease components as a single component. Refer to Note 10 for additional information regarding the Company's operating leases. Impairment of Long-Lived Assets The Company assesses the carrying value of its long-lived assets, consisting primarily of property and equipment and lease ROU assets, annually or when there is evidence that events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. Such events or changes in circumstances may include a significant decrease in the market price of a long-lived asset, a significant change in the extent or manner in which an asset is used, a significant change in legal factors or in the business climate, a significant deterioration in the amount of revenue or cash flows expected to be generated from a group of assets, a current expectation that, more likely than not a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life, or any other significant adverse change that would indicate that the carrying value of an asset or group of assets may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. To date, the Company has not recorded any impairment losses on long-lived assets. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures , which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, short-term debt, accounts payable, and other current liabilities and are reflected in the financial statements at cost. Cost approximates fair value for these items due to their short-term nature. Contingent Earnout Shares Liability The Company has a contingent obligation to issue shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods (the “Earnout Shares”). The Company determined that the right to Earnout Shares represents as a contingent liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the grant date. The right to Earnout Shares is remeasured at fair value each period through earnings. The fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using a Monte Carlo simulation of the stock prices using an expected volatility assumption based on the historical volatility of the price of the Company’s stock and implied volatility derived from the price of exchange traded options on the Company’s stock. Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. Research and Development Expenses, excluding Depreciation Research and development expenses, excluding depreciation consists of salaries, employee benefits and expenses for design and engineering, stock-based compensation, as well as materials and supplies used in research and development. In addition, research and development expenses include fees for consulting and engineering services from third party vendors. Selling, General and Administrative Expenses, excluding Depreciation The principal components of our selling, general and administrative expenses are salaries, wages, benefits and bonuses paid to our employees; stock-based compensation; travel and other business expenses; and professional services fees including consulting, legal, audit and tax services. Depreciation Expense Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the loss from operations. No depreciation expense is allocated to research and development and general and administrative expense. Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. Stock-Based Compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its Common Stock options using the black-scholes-merton option-pricing model. For stock-based awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value is recognized under the graded vesting method over the requisite service period, which is usually the vesting period and generally four years. The Company recognizes the fair value of stock-based awards which contain performance conditions using the graded vesting method, when it is probable the performance condition will be met. The Company recognizes the fair value of stock-based awards which contain market conditions, such as stock price milestones, by simulating a range of possible future stock prices for the Company over the performance period using a Monte-Carlo simulation model to determine the grant date fair value. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified. The Company estimates the fair value of RSUs based on the market price of our Common Stock underlying the awards on the grant date. Fair value for awards with our stock price performance metrics is calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. Convertible Debt The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in 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. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 9 for information regarding convertible debt. Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC 480"), then in accordance with ASC 815-40 ("ASC 815"), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. Refer to Notes 16 for information regarding the warrants issued to Walmart Inc. ("Walmart") and Yorkville. Net loss per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of the Company's common shares outstanding during the period, without consideration for potential dilutive securities. As the Company is in a loss position for the periods presented, diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of ASUs, to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have immaterial impact on the Company's consolidated financial position, results of operations, or cash flows. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) . The objective of the amendments in this ASU is to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to our consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. The provisions of the ASU are effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to our consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company adopted the new standard during the three months ended March 31, 2022, and the impact of any government assistance transactions within the scope of this standard is included within this Form 10-K for year ended December 31, 2022. Recently Issued Accounting Pronouncements Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations , which adds certain disclosure requirements for a buyer in a supplier finance program. The amendments require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments are expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. The amendments are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the provisions of this new pronouncement and evaluating any material impact that this guidance may have on our consolidated financial statements. In March 2020, January 2021 and December 2022, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), ASU-2021-01, Reference Rate Reform: Scope, ASU-2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of December 31, 2022 and 2021 (in thousands): December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 3,013 $ — $ — $ 3,013 Warrant liability $ 17,171 $ — $ 17,171 $ — December 31, 2021 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 The Company’s Contingent Earnout liability is considered “Level 3” fair value measurement. Refer to Note 2 for discussion of the Company’s methods for valuation. The Company has a contingent obligation to issue shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods. Issuances are made in three tranches of 5.0 million shares, for a total of 15.0 million shares, each upon reaching share price targets within specified time frames from December 21, 2020 ("Earnout Date"). The first tranche was not issued given the share price did not reach $18 as of December 21, 2022. The second tranche will be issued if the share price reaches $25 within four years of the closing of the Earnout Date. The third tranche will be issued if the share price reaches $30 within five years of the Earnout Date. The tranches may also be issued upon a change of control transaction that occurs within the respective timeframes and results in per share consideration exceeding the respective share price target. As of December 31, 2022, the Company has a remaining contingent obligation to issue 10.0 million shares of Common Stock. Following is a summary of the change in fair value of the Earnout Shares liability, Yorkville warrant liability, and the private placement warrant liability for the years ended December 31, 2022 and 2021 (in thousands). Year Ended December 31, Earnout Shares Liability 2022 2021 Beginning fair value $ 29,057 $ 133,503 Change in fair value during the year (26,044) (104,446) Ending fair value $ 3,013 $ 29,057 Year Ended December 31, Private Placement Warrants Liability 2021 Beginning fair value $ 6,613 Change in fair value during the year 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value $ — |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and Other Current Assets | Prepaids and Other Current Assets Prepaids and other current assets consisted of the following (in thousands): December 31, 2022 2021 Receivable from VDL Nedcar $ — $ 30,440 Deferred battery supplier cost — 18,300 Short term deposits 3,755 7,030 Prepaid expense 5,133 4,865 Other current assets 462 3,179 Total prepaids and other current assets $ 9,350 $ 63,814 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | InventoryAs of December 31, 2022, the $3.0 million carrying value of inventory consisted primarily of raw materials and work-in-progress related to the production of vehicles for sale. No write-downs were recorded for the year ended December 31, 2022. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following ( i n thousands): December 31, 2022 2021 Tooling, machinery, and equipment $ 32,863 $ 18,040 Computer hardware 8,850 6,161 Computer software 9,053 7,837 Vehicles 1,356 267 Furniture and fixtures 742 742 Leasehold improvements 14,956 14,939 Construction-in-progress 276,968 176,162 Total property and equipment 344,788 224,148 Less: Accumulated depreciation (33,388) (21,834) Total property and equipment, net $ 311,400 $ 202,314 Construction-in-progress is primarily related to the development of manufacturing lines as well as equipment and tooling necessary in the production of the Company’s vehicles. Completed tooling assets are transferred to their respective asset classes and depreciation begins when an asset is ready for its intended use. Depreciation expense for property and equipment was $11.6 million and $8.9 million for the years ended December 31, 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued property and equipment purchases $ 24,797 $ 34,375 Accrued research and development costs 17,736 23,994 Accrued professional fees 8,112 9,239 Accrued battery supplier costs — 10,000 Accrued other expenses 12,446 6,317 Total accrued expenses and other current liabilities $ 63,091 $ 83,925 |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Convertible Debt Yorkville PPA On July 20, 2022, the Company entered into a Pre-Paid Advance Agreement (the "PPA") with YA II PN, Ltd. ("Yorkville") pursuant to which the Company could request advances of up to $50.0 million in cash from Yorkville, with an aggregate limit of $300.0 million (the "Pre-Paid Advance"). Amounts outstanding under Pre-Paid Advances could be offset by the issuance of shares of Common Stock to Yorkville at a price per share calculated pursuant to the PPA as the lower of 120% of the daily volume-weighted average price (“VWAP”) on Nasdaq as of the day immediately preceding the date a Pre-Paid Advance was made (“Fixed Price”) or 95% of the VWAP on Nasdaq as of the day immediately preceding the conversion date, which in no event would be less than $1.00 per share (“Floor Price”). The third PPA amended the purchase price to be the lower of 110% of the VWAP on Nasdaq as of the day immediately preceding the date a Pre-Paid Advance was made (“Amended Fixed Price”) or 95% of the VWAP on Nasdaq during the five days immediately preceding the conversion date, which in no event would be less than $0.50 per share (“Amended Floor Price”). The Company's stockholders approved the Amended Floor Price, which was proposed and voted on at the special meeting of Company stockholders held on January 24, 2023. The issuance of the shares of Common Stock under the PPA is subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the PPA (including the aggregation with the issuance of shares of Common Stock under Standby Equity Purchase Agreement entered into by the Company with Yorkville on May 10, 2022 (the “SEPA”), which was terminated effective August 26, 2022) cannot exceed 19.9% of the Company's outstanding shares of Common Stock as of May 10, 2022 ("Exchange Cap"). The Company's stockholders approved the issuance of shares of the Company’s Common Stock in excess of the Exchange Cap, which was proposed and voted on at the special meeting of Company stockholders held on January 24, 2023. Interest accrues on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 5%, subject to an increase to 15% upon events of default described in the PPA. Each Pre-Paid Advance has a maturity date of 15 months from the Pre-Paid Advance Date. Yorkville is not entitled to participate in any earnings distributions until a Pre-Paid Advance is offset with shares of Common Stock. On July 22, 2022, the Company received an aggregate of $49.5 million on account of the first Pre-Paid Advance in accordance with the PPA. On August 26, 2022, the Company received an aggregate of $39.6 million on account of the second Pre-Paid Advance in accordance with the PPA. The net proceeds received by the Company from Yorkville include a 1% discount of the Pre-Paid Advance in accordance with the PPA. As of September 6, 2022, the first Pre-Paid Advance was fully paid off through the issuance of 15.1 million shares of Common Stock to Yorkville. As of November 11, 2022, the second Pre-Paid Advance was paid off primarily through the issuance of 19.4 million shares of Common Stock to Yorkville, in addition to $2.5 million in cash. On October 5, 2022, the Company entered into the PPA Side Letter, pursuant to which the parties agreed that the Company will be permitted to submit sales orders, and consummate sales pursuant to such orders, for the ATM Offering beginning on October 5, 2022 for so long as the Company pays to Yorkville the sum of $1.0 million per calendar week to be applied in the order of priority set forth in the PPA Side Letter. Failure to make timely payments under the PPA Side Letter will automatically result in the reinstatement of restrictions on the Company’s ability to consummate sales under the Wainwright Sales Agreement and will be deemed an event of default. On November 10, 2022, the Company received an aggregate of $20.0 million on account of the third Pre-Paid Advance in accordance with the PPA. On December 31, 2022, the Company received an aggregate of $32.0 million on account of the fourth Pre-Paid Advance in accordance with the PPA. In accordance with the second supplemental agreement, the fourth Pre-Paid Advance may, at the sole option of Yorkville, be increased by up to an additional $8.5 million (the "YA PPA Option"). The Option may be exercised by Yorkville through January 31, 2023, which if exercised shall be subject to the same terms as the initial fourth Pre-Paid Advance. Refer to Note 19, Subsequent events , for further information on the YA PPA Option . Pursuant to the second supplemental agreement, the fourth Pre-Paid Advance included issuances of warrants to Yorkville. Of the aggregate fourth Pre-Paid Advance proceeds, $14.8 million was allocated to convertible debt presented in the consolidated balance sheets. Refer to Note 16, Warrants, for further information on the warrants and the allocation of proceeds. As of December 31, 2022, no shares of Common Stock have been issued to Yorkville under the third or fourth Pre-Paid Advance. Refer to Note 16 for the allocation of proceeds between the fourth Pre-Paid Advance and the warrants. Interest expense incurred under the PPA for the year ended December 31, 2022 was $2.3 million, which was a result of effective interest incurred under the PPA of $0.4 million, as well as the amortization of related debt issuance costs of $1.0 million and debt discount of $0.9 million. Other than the balance to be paid pursuant to the PPA Side Letter, the PPA provides that in respect of any Pre-Paid Advance, if the VWAP of shares of Common Stock is less than the Floor Price for at least five trading days during a period of seven consecutive trading days or the Company has issued substantially all of the shares of Common Stock available under the Exchange Cap, then the Company is required to make monthly cash payments of amounts outstanding under any Pre-Paid Advance beginning on the 10th calendar day and continuing on the same day of each successive calendar month until the entire amount of such Pre-Paid Advance balance has been paid or until the payment obligation ceases. Pursuant to the PPA, the monthly payment obligation ceases if the Exchange Cap no longer applies and the VWAP is greater than the Floor Price for a period of five consecutive trading days, unless a subsequent triggering date occurs. The Company, at its option, has the right, but not the obligation, to repay early in cash a portion or all amounts outstanding under any Pre-Paid Advance, provided that the VWAP of the Common Stock is less than the Fixed Price during a period of three consecutive trading days immediately prior to the date on which the Company delivers a notice to Yorkville of its intent and such notice is delivered at least 10 trading days prior to the date on which the Company will make such payment. If elected, the early repayment amount is to include a 3% redemption premium (“Redemption Premium”). If any Pre-Paid Advances are outstanding and any event of default has occurred, the full amount outstanding under the Pre-Paid Advances plus the Redemption Premium, together with interest and other amounts owed in respect thereof, will become, at Yorkville’s election, immediately due and payable in cash. |
Operating leases
Operating leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating leases | Operating leases The Company has entered into various operating lease agreements for office and manufacturing spaces. Michigan Lease On October 20, 2021, the Company entered into a real estate lease for office space ("Michigan office lease") and research and development space ("Michigan R&D lease") located in Auburn Hills, Michigan (collectively the “Michigan lease”). The Michigan lease contains one option to extend the term for an additional five years. At the inception of the lease, it was not reasonably certain we would exercise the option to extend the term of the lease. The Company gained control of the underlying assets under the Michigan lease in 2022. The Michigan lease expires on January 31, 2033 and is classified as an operating lease. Arkansas Facility Lease On January 21, 2022, the Company entered into a real estate lease for its industrialization facility in Bentonville, Arkansas ("Bentonville lease"). The original lease term is 10 years and commenced on February 1, 2022. The Bentonville lease contains an option to extend the term for 10 years and is classified as an operating lease. At the inception of the lease, it was not reasonably certain we would exercise any of the options to extend the term of the leases. Oklahoma Battery Manufacturing Facility Lease On November 1, 2022, the Company entered into a commercial lease of approximately 100,000 square foot manufacturing facility located in the MidAmerica Industrial Park in Pryor, Oklahoma with the Oklahoma Ordnance Works Authority for the assembly of its proprietary battery modules. The lease term is approximately 10 years with lessee's right to terminate after 5 years. Lease Portfolio The Company uses an estimated incremental borrowing rate based on information available at lease commencement to determine the present value of lease payments when the rate implicit in the lease is not readily determinable. The weighted average discount rate used was 6.72%. As of December 31, 2022 the remaining operating lease ROU asset and operating lease liability were approximately $39.3 million and $40.8 million, respectively. As of December 31, 2021, the operating lease ROU asset and operating lease liability were approximately $14.2 million and $14.6 million, respectively. As of December 31, 2022 and December 31, 2021, $2.2 million and $0.8 million, respectively, of the lease liability was determined to be short term and was included in accrued expenses Related party lease expense related to the Company's leases in Justin, Texas and Torrance, California were $0.5 million and $1.3 million for the year ended December 31, 2022 and December 31, 2021, respectively. In June 2021, the Torrance lease property was sold to a non-related party lessor. The change in lessor did not impact the terms and conditions of the Torrance lease. As such, payments made to the new landlord after June 2021 are no longer considered as a related party lease expense. Certain lease agreements also provide the Company with the option to renew for additional periods. These renewal options are not considered in the remaining lease term unless its reasonably certain that the Company will exercise such options. The weighted average remaining lease term at December 31, 2022 and December 31, 2021 was 9.7 years and 10.7 years, respectively. Throughout the term of the lease agreements, the Company is responsible for paying certain operating costs, in addition to rent, such as common area maintenance, taxes, utilities, and insurance. These additional charges are considered variable lease costs and are recognized in the period which costs are incurred. Maturities of the Company’s operating lease liabilities at December 31, 2022 were as follows (in thousands): Operating 2023 $ 4,840 2024 5,481 2025 5,633 2026 5,480 2027 5,532 Thereafter 29,521 Total lease payments 56,487 Less: imputed interest (1) 15,701 Present value of operating lease liabilities 40,786 Current portion of operating lease liabilities (2) 2,178 Operating lease liabilities, net of current portion $ 38,608 __________________________ (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Consolidated Balance Sheet Lease Executed Subsequent to December 31, 2022 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments In connection with the commencement of the Company's Bentonville, Arkansas and Michigan leases in 2022, the Company issued standby letters of credit of $9.5 million and $1.1 million, respectively which are included in restricted cash within the accompanying consolidated balance sheet as of December 31, 2022. The letters of credit have five Refer to Note 10 for information regarding operating lease commitments. Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. On April 2, 2021 and April 9, 2021, the Company was named as a defendant in putative class action complaints filed in California on behalf of individuals who purchased or acquired shares of the Company’s stock during a specified period. Through the complaint, plaintiffs are seeking, among other things, compensatory damages. On February 28, 2023, the court granted the Company’s motion to dismiss with leave to amend. On March 10, 2023, the lead plaintiff filed a second amended consolidated complaint. On March 23, 2023, the court entered a stipulated order setting a briefing schedule on the Company’s anticipated motion to dismiss the second amended consolidated complaint. The final determinations of liability arising from these litigation matters will only be made following comprehensive investigations and litigation processes. On June 25, 2021, the Company was named as a nominal defendant in a stockholder derivative complaint filed in Delaware. Through the stockholder derivative complaint, the plaintiff asserted claims against certain of the Company’s current and former officers and directors and seeking, among other things, damages. On September 7, 2022, the court granted the defendants’ motion to dismiss the stockholder derivative complaint, dismissed the plaintiff’s claims without prejudice, and closed the case. On April 29, 2021, the SEC’s Division of Enforcement advised that it has opened an investigation related to, among other things, HCAC’s initial public offering, HCAC’s merger with the Company and the concurrent private investment in public equity offering, historical movements in the Company, the Company’s operations, business model, revenues, revenue strategy, customer agreements, earnings, and other related topics, along with the recent departures of certain of the Company’s officers. The Staff of the SEC's Division of Enforcement (the "Staff") informed the Company that it has concluded its investigation and believes that certain former senior executives of the company misled investors in late 2020 and early 2021 regarding 2021 and 2022 projections of revenue from a pipeline of engineering services projects, violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. In March 2021, when new leadership of the Company decided to discontinue engineering services as a potential revenue stream, these projections were revised to zero. The Staff also believes that a former senior executive received a payment of nearly $1 million from the company’s former owners in the Fall of 2020 that was not properly disclosed, violating Sections 13(a) and 14(a) of the Exchange Act and Rules 13a-11 and 14a-9 promulgated thereunder. Finally, the Staff believes that Canoo is liable for the conduct of these former senior executives. While not admitting to the Staff’s findings, the Company has decided to resolve the Staff’s investigation into the Company by agreeing in principle with the Staff to a cease and desist order and payment of a $1.5 million penalty, payable in equal installments of $0.4 million over each of the next four quarters beginning in the second quarter of 2023. This settlement is not, and cannot be, final until it is approved by a majority of the Commissioners of the SEC. The Company understands that the Staff’s investigation into certain former senior executives is ongoing. In March 2022, the Company received demand letters on behalf of shareholders of the Company identifying purchases and sales of the Company’s securities within a period of less than six months by DD Global Holdings Ltd. (“DDG”) that resulted in profits in violation of Section 16(b) of the Exchange Act. On May 9, 2022, the Company brought an action against DDG in the Southern District of New York seeking the disgorgement of the Section 16(b) profits obtained by DDG from such purchases and sales. In the action, the Company seeks to recover an estimated $61.1 million of Section 16(b) profits. In September 2022, the Company filed an amended complaint and a motion to dismiss by DDG is fully briefed and pending. The Company was the respondent in a confidential arbitration initiated by a former employee of the Company concerning a dispute over issued shares of Common Stock. The arbitration demand alleged claims for conversion and violations of various California statutory provisions. The Company filed counterclaims against the former employee for breach of contract and declaratory judgment. In September 2022, the parties entered into a confidential settlement whereby the Company, without admitting wrongdoing, liability or unlawful conduct, released the shares of Common Stock that were in dispute and issued 2,033,864 additional shares of the Common Stock for full and final settlement of the claim. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On November 25, 2020, Legacy Canoo entered into an agreement, which remains in effect, with Tony Aquila, Executive Chair and Chief Executive Officer ("CEO") of the Company to reimburse Mr. Aquila for certain air travel expenses based on certain agreed upon criteria (“aircraft reimbursement”). The total aircraft reimbursement to Mr. Aquila for the use of an aircraft owned by Aquila Family Ventures, LLC (“AFV”), an entity controlled by Mr. Aquila, for the purposes related to the business of the Company was approximately $1.3 million and $1.8 million for years ended December 31, 2022 and 2021, respectively. In addition, certain AFV staff provided the Company with shared services support in its Justin, Texas corporate office facility. For the year ended December 31, 2022 and 2021, the Company paid AFV approximately $1.1 million and $0.5 million for these services. On May 10, 2022, the Company entered into Common Stock Subscription Agreement providing for the purchase of an aggregate of 13.7 million shares of Common Stock at a price of $3.65 per share for an aggregate purchase price of $50.0 million (the "May 2022 PIPE"). The purchasers of the shares are special purpose vehicles managed by entities affiliated with Mr. Aquila. The closing of the May 2022 PIPE occurred on May 20, 2022. On November 9, 2022, the Company entered into Common Stock Subscription Agreement providing for the purchase of an aggregate of 9.0 million shares of Common Stock at a price of $1.11 per share for an aggregate purchase price of $10.0 million (the “November 2022 PIPE”). The purchasers of the shares are Mr. Aquila and a special purpose vehicle managed by entities affiliated with Mr. Aquila. The closing of the November 2022 PIPE occurred on November 18, 2022. During the year ended December 31, 2022, the Company incurred approximately $0.8 million for the usage and purchase of certain transport trucks and trailers with an entity controlled by the Executive Chair and Chief Executive Officer of the Company. During the year ended December 31, 2021, the Company compensated its President, Josette Sheeran, $0.2 million primarily for consulting services in connection with the site selection of our manufacturing operations prior to Ms. Sheeran's appointment as an executive officer. The Company incurred no expenses related to consulting services with Josette Sheeran during the year ended December 31, 2022. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity Yorkville Standby Equity Purchase Agreement On May 10, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, the Company could sell to Yorkville up to $250.0 million of its shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA. During the year ended December 31, 2022, we issued 14.2 million shares of Common Stock to Yorkville, respectively, for cash proceeds of $32.5 million with a portion of the shares issued as non-cash stock purchase discount under the SEPA. Effective August 26, 2022, the Company terminated the SEPA. At the time of termination, there were no outstanding borrowings, advance notices, shares of Common Stock to be issued or fees due under the SEPA. At-The-Market Offering On August 8, 2022, the Company entered into an Equity Distribution Agreement (as supplemented by side letters entered into on August 8, 2022 and on October 5, 2022, the “Wainwright Sales Agreement”) with Evercore Group L.L.C. and H.C. Wainwright & Co., LLC (collectively, the "agents"), to sell shares of Common Stock having an aggregate sales price of up to $200.0 million, from time to time, through an “at-the-market offering” program under which the agents act as sales agents (the “ATM Offering”). The sales are made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company is not obligated to sell any shares of Common Stock under the Wainwright Sales Agreement and may at any time suspend solicitation and offers thereunder. On October 5, 2022, the Company entered into a Side Letter to the Wainwright Sales Agreement, pursuant to which, notwithstanding the existence of outstanding balances under the PPA (refer to Note 9) as of October 5, 2022, but only for so long as any portion of such balance is outstanding, the agents agreed to allow the Company to submit orders to sell Common Stock of the Company under the Wainwright Sales Agreement beginning on October 5, 2022. In addition, pursuant to the Side Letter to the Wainwright Sales Agreement, during the period from October 5, 2022 until the beginning of the third business day after the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2022: (i) only H.C. Wainwright may be designated as a Designated Manager under the Wainwright Sales Agreement and receive the entire compensation payable thereunder (equal to 3.0% of the gross proceeds of the shares of Common Stock sold), and (ii) for so long as H.C. Wainwright acts as the sole Designated Manager, H.C. Wainwright agreed to waive the additional fee of 1.5% of the gross proceeds from any sales under the Wainwright Sales Agreement. During the year ended December 31, 2022, the Company sold 36.3 million shares of Common Stock at prices ranging from $1.20 to $1.85 for net proceeds of $49.3 million under the ATM Offering and compensation paid to the agents for the period was $1.5 million. Other Issuances of Equity |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2020 Equity Plan On December 21, 2020, the stockholders of the Company approved the 2020 Equity Incentive Plan (the "2020 Equity Plan”), authorizing 26,898,554 common shares to be reserved for issuance of stock options, restricted stock units awards ("RSU") and other stock awards. Under the 2020 Equity Plan, employees are compensated through various forms of equity, including RSUs. Each RSU represents a contingent right to receive one share of the Company’s common stock. Performance stock unit awards ("PSU") represent the right to receive a share of the Company’s common stock if service, performance, and market conditions, or a combination thereof, are satisfied over a defined period. For the year ended December 31, 2022, 15,340,195 RSUs and 4,728,318 PSUs were granted under the 2020 Equity Plan. For the year ended December 31, 2021, 13,640,895 RSUs and 10,034,279 PSUs were granted under the 2020 Equity Plan. Restricted Stock Awards From November 4, 2018 to May 6, 2019 , Canoo Holdings Ltd. sold restricted shares to the founders, which include certain investors, subject to certain vesting conditions. The vesting conditions were amended on December 18, 2020, of which the time-based portion was amended with cliff vesting on March 18, 2020 with the remaining shares vesting over 36 months thereafter. The compensation expense recognized for the restricted stock awards was $4.0 million and $10.9 million for the years ended December 31, 2022 and 2021, respectively. Restricted Stock Units The Company granted RSUs throughout 2022 and 2021 to compensate existing employees and attract top talent, primarily subject to time-based vesting. During the year ended December 31, 2021, 998,994 RSUs granted vested immediately and the remainder granted vest over the subsequent four years. Shares Weighted- Average Grant-Date Fair Value Unvested at December 31, 2021 13,817 $ 7.99 Granted 15,340 4.21 Vested (4,429) 10.36 Forfeited (7,476) 7.25 Unvested at December 31, 2022 17,252 $ 4.87 On May 14, 2021, the Company awarded 500,000 RSUs to the Executive Chair and Chief Executive Officer. The RSUs vest in one-third increments on the first, second, and third anniversaries of the vesting commencement date, December 21, 2020, subject to continuous service. The total fair value of restricted stock units granted during the years ended December 31, 2022 and 2021, were $56.9 million and $133.6 million, respectively. Performance-Based Restricted Stock Units PSUs represent the right to receive a share of Common Stock if service, performance, and market conditions, or a combination thereof, are met over a defined period. PSUs that contain a market condition, such as stock price milestones, are subject to a Monte-Carlo simulation model to determine the grant date fair value by simulating a range of possible future stock prices for the Company over the performance period. The grant date fair value of the market condition PSUs is recognized as compensation expense over the greater of the Monte Carlo simulation model’s derived service period and the arrangement’s explicit service period, assuming both conditions must be met. PSUs subject to performance conditions, such as operational milestones, are measured on the grant date, the total fair value of which is calculated as the product of the number of PSUs and the grant date stock price. Compensation expense for PSUs with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period. The Company granted 4,728,318 PSUs to employees during the year ended December 31, 2022 with a total grant date fair value of $14.5 million. The PSUs vest based on the Company's achievement of certain specified operational milestones by various dates through December 2025. As of the grant date, the Company's analysis determined that these operational milestone events are probable of achievement and as such, compensation expense of $6.9 million has been recognized for the year ended December 31, 2022. There were no PSUs granted to employees during the year ended December 31, 2021. There were no PSUs granted to the CEO during the year ended December 31, 2022. The following PSUs were granted to the CEO during the year ended December 31, 2021: • During April 2021, in connection with the appointment of the CEO, the Company awarded 2,000,000 PSUs. The PSUs will vest in one-third increments based upon the achievement of certain stock price milestones during the performance period ending October 2025. In addition, the PSUs are subject to a service condition which requires continuous service through October 2023; • During May 2021, the Company awarded 1,703,828 PSUs. The PSUs vest based on the Company's achievement of certain specified stock price milestones over a three-year performance period ending May 2024, subject to continued service with the Company through the applicable vesting dates; • During May 2021, the Company awarded 300,000 PSUs whereby vesting depends upon the occurrence of certain operational milestone events by May 2024 that are deemed probable of achievement; and • During November 2021, the Company awarded 6,000,000 PSUs. These PSUs vest in one-third increments through a five -year performance period beginning November 4, 2021 based upon the achievement of certain stock price milestones during the performance period ending in November 2026. The grant date fair value of the PSUs awarded to the CEO was $40.3 million for the year ended December 31, 2021. The compensation expense recognized for the PSUs awarded to the CEO during the year was $17.3 million and $6.3 million for the years ended December 31, 2022 and 2021, respectively, and was included in selling, general and administrative expenses in the consolidated statement of operations. The activity for performance-based restricted stock units in the year ended December 31, 2022 was as follows (in thousands, except weighted-average grant-date fair value amounts): Shares Weighted- Average Grant-Date Fair Value Unvested at December 31, 2021 11,038 $ 5.08 Granted 4,728 3.06 Vested (854) 6.42 Forfeited (752) 3.26 Unvested at December 31, 2022 14,160 $ 4.80 The following table summarizes the Company’s total stock-based compensation expense by line item for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Research and development 31,083 25,768 Selling, general and administrative 48,490 82,592 Total 79,573 108,360 The Company's total unrecognized compensation cost as of December 31, 2022 and 2021 was approximately $64.2 million and $117.8 million , respectively . 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the board of directors on September 18, 2020, approved by the stockholders on December 18, 2020, and became effective on December 21, 2020 with the Business Combination. On December 21, 2020, the board of directors delegated its authority to administer the 2020 ESPP to the Compensation Committee. The Compensation Committee determined that it is in the best interests of the Company and its stockholders to implement successive three-month purchase periods, with the first offering period commencing on grant date January 3, 2022 and a purchase date of April 1, 2022. The 2020 ESPP provides participating employees with the opportunity to purchase up to a maximum number of shares of Common Stock of 4,034,783, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (ii) 8,069,566 shares of Common Stock. During the year ended December 31, 2022, total employee withholding contributions for the 2020 ESPP was $2.9 million. Approximately $1.3 million of stock-based compensation expense was recognized for the 2020 ESPP during the years ended December 31, 2022. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Warrants | Warrants Public Warrants As of December 31, 2022, the Company had 23,755,069 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The public warrants will expire on December 21, 2025, or earlier upon redemption or liquidation. On March 2, 2021, all of the private placement warrants were converted to public warrants. There were 598,275 public warrants exercised for the year ended December 31, 2021 for total proceeds of $6.9 million. There were no public warrants exercised for the year ended December 31, 2022. The Company may call the public warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days prior written notice of redemption; and • if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Canoo sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. VDL Nedcar Warrants In February 2022, the Company and a company related to VDL Nedcar entered into an investment agreement, under which the VDL Nedcar-related company agreed to purchase shares of Common Stock for an aggregate value of $8.4 million, at the market price of Common Stock as of December 14, 2021. As a result, the Company issued 972,222 shares of Common Stock upon execution of the agreement. The Company also issued a warrant to purchase an aggregate 972,222 shares of Common Stock to VDL Nedcar at exercise prices ranging from $18.00 to $40.00 per share, which are classified as equity. The exercise period is from November 1, 2022, to November 1, 2025 ("Exercise Period"). The warrant can be exercised in whole or in part during the Exercise Period but can only be exercised in three equal tranches and after the stock price per Common Stock has reached at least the relevant exercise price. The $8.4 million received from VDL Nedcar is included as a financing cash inflow in the accompanying consolidated statement of cash flows for the year ended December 31, 2022. The shares of Common Stock issued to VDL Nedcar are included in the accompanying consolidated statement of stockholders' equity for the year ended December 31, 2022. Walmart Warrants On July 11, 2022, Canoo Sales, LLC, a wholly-owned subsidiary of the Company, entered into an Electric Vehicle Fleet Purchase Agreement (the “Walmart EV Fleet Purchase Agreement") with Walmart. Pursuant to the Walmart EV Fleet Purchase Agreement, subject to certain acceptance and performance criteria, Walmart agreed to purchase at least 4,500 EVs, with an option to purchase up to an additional 5,500 EVs, for an agreed upon capped price per unit determined based on the EV model. The Walmart EV Fleet Purchase Agreement (excluding any work order or purchase order as a part thereof) has a five-year term, unless earlier terminated. In connection with the Walmart EV Fleet Purchase Agreement, the Company entered into a Warrant Issuance Agreement with Walmart pursuant to which the Company issued to Walmart a Warrant to purchase an aggregate of 61.2 million shares of Common Stock, subject to certain anti-dilutive adjustments, at an exercise price of $2.15 per share, which represented approximately 20% ownership in the Company on a fully diluted basis as of the issuance date. The warrant has a term of 10 years and is vested with respect to 15.3 million shares of Common Stock. Thereafter, the warrant will vest quarterly in amounts proportionate with the net revenue realized by the Company from transactions with Walmart or its affiliates under the Walmart EV Fleet Purchase Agreement or enabled by any other agreement between the Company and Walmart, and any net revenue attributable to any products or services offered by Walmart or its affiliates related to the Company, until such net revenue equals $300.0 million, at which time the Warrant will have vested fully. Since the counterparty is also a customer, the issuance of the Warrant was determined to be consideration payable to a customer within the scope of ASC 606, Revenue from Contracts with Customers, and was measured at fair value on the Warrant’s issuance date. Warrants that vested immediately resulted in a corresponding other asset presented on the consolidated balance sheets under ASC 606 and amortized on a pro-rata basis, commencing upon initial performance, over the term of the Walmart EV Fleet Purchase Agreement. The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. As of December 31, 2022, a total of 15.3 million warrants have vested, of which none have been exercised. Yorkville Warrants In connection with the Yorkville PPA discussed in Note 9, on December 31, 2022 the Company issued warrants to Yorkville to purchase an aggregate of 29,604,783 shares of Common Stock, with an exercise price of $1.15 per share and expiration date of December 31, 2023. If the YA PPA Option is exercised by Yorkville, the Company shall issue to Yorkville a warrant to purchase up to an additional 7,403,913 shares of Common Stock. Refer to Note 19, Subsequent events , for further information on the YA PPA Option. The warrants are liability classified and subject to periodic remeasurement. The fair value of the warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 1 Risk free interest rate 4.7 % Expected volatility 116.5 % Dividend yield — % Exercise price $ 1.15 Stock price $ 1.23 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share For all periods presented, the shares included in computing basic net loss per share exclude restricted shares and shares issued upon the early exercise of share options where the vesting conditions have not been satisfied. Diluted net income per share adjusts basic net income per share for the impact of potential Common Stock shares. As the Company has reported net losses for all periods presented, all potential Common Stock shares are antidilutive, and accordingly, basic net loss per share equals diluted net loss per share. Net loss per share is presented in conformity with the two-class method required for participating securities. The following table presents the outstanding potentially dilutive shares that have been excluded from the computation of diluted net loss per share, because including them would have an anti-dilutive effect (in thousands): December 31, 2022 2021 Convertible debt (Note 9) 46,988 — Restricted and performance stock units 31,412 24,855 Warrants to purchase Common Stock (Note 16) 29,605 — Restricted Common Stock shares 2,842 3,552 Early exercise of unvested stock options 593 2,500 Options to purchase Common Stock 195 265 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the provision for income taxes consisted of the following (in thousands): Year ended December 31, 2022 2021 Provision for federal income taxes $ — $ — Provision for state income taxes — — Provision for income taxes $ — $ — The reconciliation of taxes at the statutory rate to our provision for income taxes was as follows (in thousands): Year ended December 31, 2022 2021 Tax at the statutory rate $ (102,416) $ (72,821) State tax – net of federal benefit (25,118) (21,015) Officer compensation 6,750 6,749 Earnout Liability (5,469) (21,934) Stock Compensation 5,024 9,136 Provision to Return (2,958) (330) U.S. Tax Credits (8,929) (4,528) Other Rate Impacting Items 2,328 988 Change in valuation allowance 130,788 103,755 Provision for income taxes $ — $ — Deferred tax assets and liabilities consisted of the following (in thousands): December 31, Deferred Tax Assets: 2022 2021 Net operating loss carry-forwards $ 257,062 $ 165,032 Capitalized research and development costs 35,295 — Research and development credits 25,237 12,864 Stock-based compensation 10,167 6,264 Other 1,674 1,207 Total gross deferred income tax assets 329,435 185,367 Less: Valuation allowance (316,155) (185,367) Deferred tax assets, net of valuation allowance $ 13,280 $ — Deferred Tax Liabilities: Warrants $ (13,280) $ — Total deferred tax liabilities $ (13,280) $ — Total net deferred tax assets (liabilities): $ — $ — The Company recorded a full valuation allowance against its deferred income tax assets at December 31, 2022 and 2021. Based upon management’s assessment of all available evidence, the Company has concluded that it is more likely than not that the net deferred income tax assets will not be realized. The increase in the valuation allowance for the years ended December 31, 2022 and 2021 was $130.8 million and $103.4 million, respectively. The following table summarizes the activity recorded in the valuation allowance on the deferred income tax assets (in thousands): Valuation allowance at December 31, 2020 $ (81,968) Additions charged to income tax provision (103,755) Other changes to valuation allowance 356 Valuation allowance at December 31, 2021 (185,367) Additions charged to income tax provision (130,788) Valuation allowance at December 31, 2022 $ (316,155) At December 31, 2022, we had federal net operating loss carryforwards of approximately $902.0 million and state net operating loss carryforwards of $968.7 million that may be carried forward indefinitely for federal income tax purposes and can offset 80% of taxable income in any given year except as amended by the CARES Act. NOL's can be carried forward to offset future taxable income for a period of twenty years for California state income tax purposes. The Company has research and development tax credits at December 31, 2022 and 2021 of approximately $25.2 million and $12.9 million, respectively, for both federal and state income tax purposes. If not utilized, the federal research and development tax credits will expire in various amounts beginning in 2039. State research and development credits can be carried forward indefinitely. Future utilization of the net operating loss carryforwards and tax-credit carryforwards may be subject to an annual limitation based on changes in ownership, as defined by Section 382 of the Internal Revenue Code. The aggregate changes in the balance of gross unrecognized tax benefits during the years ended December 31, 2022 and 2021 were as follows (in thousands): Balance at December 31, 2020 $ (35,558) Increases in balances related to tax provisions taken during current period (4,529) Increases related to changes in estimates (640) Other decreases 469 Balance at December 31, 2021 (40,258) Increases in balances related to tax positions taken during current period (9,179) Increases related to changes in estimates (3,444) Other decreases 56 Balance at December 31, 2022 $ (52,825) As of December 31, 2022, the Company has total uncertain tax positions of $52.8 million primarily related to research and development costs and tax basis in certain intangible assets which are recorded as a reduction of the deferred tax assets related to the research and development carryforwards and intangible assets. The Company's policy is to recognize interest and penalties, if any, related to uncertain tax positions as a component of income tax expense. For the years ended December 31, 2022 and 2021, the Company did not recognize any interest or penalties for uncertain tax positions. The Company is currently not under examination by the United States Internal Revenue Service or any other state, city, or local jurisdiction. The Company is subject to the standard statutes of limitations by the relevant tax authorities for federal and state purposes and all tax years since inception are open for examination. The Company does not anticipate any significant increases or decreases in its unrecognized tax benefits within the next twelve months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Registered Direct Offering & Placement Agency Agreement On February 5, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (collectively, the “Purchasers”). The Purchase Agreement provides for the sale and issuance by the Company of 50.0 million shares (the “Shares”) of the Company’s Common Stock, together with warrants to purchase up to 50.0 million shares of Common Stock (the “Investor Warrants”) at a combined purchase price of $1.05 per share and accompanying warrants. The Investor Warrants will have an exercise price of $1.30 per share, will be initially exercisable beginning six months following the date of issuance (the “Initial Exercise Date”) and will expire five years from the Initial Exercise Date. The transaction closed February 7, 2023, subject to customary closing conditions. Partial Exercise of YA PPA Option The fourth PPA and warrants issued to Yorkville as of December 31, 2022, as discussed in Notes 9 and 16, respectively, included an option to increase the investment by an additional $8.5 million through January 31, 2023, with the same terms as applicable under the fourth PPA agreement. On January 13, 2023, Yorkville partially exercised their option, and increased their investment amount by $5.3 million, which resulted in net proceeds of $5.0 million, and was applied to the fourth PPA. As a result of the partial exercise, the Company issued a warrant to purchase common Stock to Yorkville for a total number of 34,230,870 shares, which includes the 29,604,783 warrant shares issued on December 31, 2022 and the additional 4,626,087 warrant shares issued January 13, 2023. These warrants are issued under that same terms as the initial investment under the fourth PPA, including a warrant exercise price of $1.15 per share. No additional investments were exercised under the option prior to January 31, 2023. The warrants expire on December 31, 2023. As of February 9, 2023, the exercise price of the warrants had been adjusted to $1.05 per share. Authorized Shares Amendment On January 24, 2023, the Company held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company’s stockholders approved an amendment to Paragraph A of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s number of shares of authorized common stock, par value $0.0001 per share, from 500,000,000 shares to 1,000,000,000 shares and the corresponding increase in the total number of authorized share of capital stock the Company may issue from 510,000,000 to 1,010,000,000 shares. SEC Investigation The Staff of the Division of Enforcement (the "Staff") informed the Company that it has concluded its investigation and believes that certain former senior executives of the company misled investors in late 2020 and early 2021 regarding 2021 and 2022 projections of revenue from a pipeline of engineering services projects, violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. In March 2021, when new leadership of the Company decided to discontinue engineering services as a potential revenue stream, these projections were revised to zero. The Staff also believes that a former senior executive received a payment of nearly $1 million from the company’s former owners in the Fall of 2020 that was not properly disclosed, violating Sections 13(a) and 14(a) of the Exchange Act and Rules 13a-11 and 14a-9 promulgated thereunder. Finally, the Staff believes that Canoo is liable for the conduct of these former senior executives. While not admitting to the Staff’s findings, the company has decided to resolve the Staff’s investigation into the Company by agreeing in principle with the Staff to a cease and desist order and payment of a $1.5 million penalty, payable in equal installments of $375,000 over each of the next four quarters beginning in the second quarter of 2023. This settlement is not, and cannot be, final until it is approved by a majority of the Commissioners of the SEC. The Company understands that the Staff’s investigation into certain former senior executives is ongoing. Purchase and Sale Agreement for Manufacturing Facility On November 9, 2022, the Company entered into a Purchase and Sale Agreement ("PSA") with Terex USA, LLC ("Terex") for the purchase of approximately 630,000 square foot vehicle manufacturing facility on approximately 121 acres in Oklahoma City, Oklahoma. The purchase price for the facility is $35.9 million.On January 23, 2023, the Company and Terex entered into the first amendment to the PSA ("PSA Amendment"). Pursuant to the PSA Amendment, the Company has the right to extend the initial inspection period for a period commencing on February 23, 2023 and ending on March 24, 2023, which was exercised on February 21, 2023. Additionally, the closing must occur before April 24, 2023. Nasdaq Deficiency Letter On March 27, 2023, we received a letter from The Nasdaq Stock Market advising us that for 30 consecutive trading days preceding the date of the letter, the bid price of our common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to listing rules, and therefore we could become subject to delisting if we did not regain compliance within the 180 day compliance period (or the compliance period as may be extended). Amendment to Panasonic Sales Agreement On March 29, 2023, the Company amended the purchase plan in the Sales Agreement, entered into on October 15, 2021, with Panasonic Industrial Devices Sales Company of America, a Division of Panasonic Corporation of America (“PIDSA”) and SANYO Electric Co., Ltd., acting through its Mobility Energy Business Division (“SANYO”, and, together with PIDSA, “Panasonic”) for the supply of lithium-ion battery cells to address updates to the Company's vehicle production strategy. The Company has analyzed its operations subsequent to December 31, 2022 through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The consolidated financial statements include the results of Canoo Inc. and its subsidiaries. Our comprehensive loss is the same as our net loss. All intercompany transactions and balances have been eliminated in the consolidation. |
Macro Economic Conditions | Macroeconomic Conditions Current adverse macroeconomic conditions, including but not limited to heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, and challenges in the supply chain could negatively affect our business. Ultimately, the Company cannot predict the impact of current or worsening macroeconomic conditions. The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company is working on projecting demand and infrastructure requirements and deploying its workforce and other resources accordingly. |
Segment and Geographic Information | Segment and Geographic Information Our principal executive officer, as the chief operating decision maker, organizes the Company, manages resource allocations and measures performance on the basis of one operating segment. The Company’s property and equipment and right of use assets are located primarily in the United States of America. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, the determination of the useful lives of property and equipment, valuation of deferred income tax assets and uncertain tax positions, the valuation of equity securities and stock-based compensation, the recognition and disclosure of contingent liabilities, the fair value of financial instruments, inventory, and the estimated incremental borrowing rates used to assess lease liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company may engage third party valuation specialists to assist with estimates related to the valuation of the underlying value of its assets, liabilities and equity. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of investments that are highly liquid, readily convertible to cash and which have an original maturity date within three months from the date of purchase as well as savings, checking and other bank accounts. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. The Company, at times, maintains cash and cash equivalent balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash with high credit quality financial institutions . |
Restricted Cash | Restricted CashThe Company had restricted cash of $14.0 million as of December 31, 2022. The restricted cash represents a letter of credit under the Company's Bentonville lease of $9.5 million, refundable customer deposits of $1.9 million, a letter of credit under the Company's Michigan lease of $1.1 million, and certain other individually immaterial restricted cash balances of $1.5 million. As of December 31, 2021, the Company had restricted cash of $2.8 million. The restricted cash represents the letter of credit under the Company's Michigan lease of $1.1 million, refundable customer deposits of $0.9 million, and $0.8 million that serves as collateral for failure to make required payments under the agreement entered into on October 19, 2021 with Panasonic Industrial Devices Sales Company of America, a Division of Panasonic Corporation of America (“PIDSA”) and Sanyo Electric Co. Ltd., acting through its Mobility Energy Business Division (“SANYO”, and together with PIDSA, “Panasonic”) for the supply of lithium-ion battery cells. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost, less accumulated depreciation. Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis, the determination of which requires significant judgment. Expenditures for repairs and maintenance are expensed as incurred. Construction-in-progress is stated at historical cost and is transferred to its respective depreciable asset class once the underlying asset is ready for its intended use. Depreciation of construction-in-progress begins only once placed into service, over the estimated useful life on a straight-line basis. The Company generally uses the estimated useful lives for each asset category as follows: Assets category Years Leasehold improvements Shorter of lease term or estimated useful life Tooling 5 years Furniture and fixtures 5 years Machinery and equipment 3 years Computer hardware and software 3 years Vehicles 3 years |
Leases | Leases On January 1, 2018, the Company early adopted ASC No. 842, Leases (“ASC 842”), on a modified retrospective basis at the beginning of the period of adoption. The Company determines if an arrangement is a lease at inception if the Company concludes that the contract is in the scope of ASC 842 and the Company has the right to control the identified asset. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities are included in accrued expenses and operating lease liabilities in the consolidated balance sheet. The operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company estimates an incremental borrowing rate based on the estimated market rate of interest for a collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease right-of-use asset also includes any lease payments made prior to the lease commencement date. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The determination of the lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has elected to exclude short-term leases (i.e., leases with expected terms of 12 months or less) from the recognition requirements of ASC 842, and has elected to account for lease and certain non-lease components as a single component. Refer to Note 10 for additional information regarding the Company's operating leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the carrying value of its long-lived assets, consisting primarily of property and equipment and lease ROU assets, annually or when there is evidence that events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. Such events or changes in circumstances may include a significant decrease in the market price of a long-lived asset, a significant change in the extent or manner in which an asset is used, a significant change in legal factors or in the business climate, a significant deterioration in the amount of revenue or cash flows expected to be generated from a group of assets, a current expectation that, more likely than not a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life, or any other significant adverse change that would indicate that the carrying value of an asset or group of assets may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. To date, the Company has not recorded any impairment losses on long-lived assets. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures , which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, short-term debt, accounts payable, and other current liabilities and are reflected in the financial statements at cost. Cost approximates fair value for these items due to their short-term nature. |
Contingent Earnout Shares Liability | Contingent Earnout Shares Liability The Company has a contingent obligation to issue shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods (the “Earnout Shares”). The Company determined that the right to Earnout Shares represents as a contingent liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the grant date. The right to Earnout Shares is remeasured at fair value each period through earnings. The fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using a Monte Carlo simulation of the stock prices using an expected volatility assumption based on the historical volatility of the price of the Company’s stock and implied volatility derived from the price of exchange traded options on the Company’s stock. Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. |
Research and Development Expenses, excluding Depreciation | Research and Development Expenses, excluding Depreciation Research and development expenses, excluding depreciation consists of salaries, employee benefits and expenses for design and engineering, stock-based compensation, as well as materials and supplies used in research and development. |
Selling, General and Administrative Expenses, excluding Depreciation | Selling, General and Administrative Expenses, excluding Depreciation The principal components of our selling, general and administrative expenses are salaries, wages, benefits and bonuses paid to our employees; stock-based compensation; travel and other business expenses; and professional services fees including consulting, legal, audit and tax services. |
Depreciation Expense | Depreciation Expense Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the loss from operations. No depreciation expense is allocated to research and development and general and administrative expense. |
Loss Contingencies | Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. |
Stock-based compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its Common Stock options using the black-scholes-merton option-pricing model. For stock-based awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value is recognized under the graded vesting method over the requisite service period, which is usually the vesting period and generally four years. The Company recognizes the fair value of stock-based awards which contain performance conditions using the graded vesting method, when it is probable the performance condition will be met. The Company recognizes the fair value of stock-based awards which contain market conditions, such as stock price milestones, by simulating a range of possible future stock prices for the Company over the performance period using a Monte-Carlo simulation model to determine the grant date fair value. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified. The Company estimates the fair value of RSUs based on the market price of our Common Stock underlying the awards on the grant date. Fair value for awards with our stock price performance metrics is calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. |
Convertible Debt | Convertible Debt The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in 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. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 9 for information regarding convertible debt. |
Warrants | Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain |
Net loss per Share | Net loss per ShareBasic and diluted net loss per share is computed by dividing net loss by the weighted-average number of the Company's common shares outstanding during the period, without consideration for potential dilutive securities. As the Company is in a loss position for the periods presented, diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive |
Recently Adopted Accounting Pronouncements and Recently Adopted Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) . The objective of the amendments in this ASU is to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to our consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. The provisions of the ASU are effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the new standard during the three months ended March 31, 2022. The adoption of the new standard did not have a material impact to our consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company adopted the new standard during the three months ended March 31, 2022, and the impact of any government assistance transactions within the scope of this standard is included within this Form 10-K for year ended December 31, 2022. Recently Issued Accounting Pronouncements Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations , which adds certain disclosure requirements for a buyer in a supplier finance program. The amendments require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments are expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. The amendments are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the provisions of this new pronouncement and evaluating any material impact that this guidance may have on our consolidated financial statements. In March 2020, January 2021 and December 2022, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), ASU-2021-01, Reference Rate Reform: Scope, ASU-2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of useful lives by asset | The Company generally uses the estimated useful lives for each asset category as follows: Assets category Years Leasehold improvements Shorter of lease term or estimated useful life Tooling 5 years Furniture and fixtures 5 years Machinery and equipment 3 years Computer hardware and software 3 years Vehicles 3 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of December 31, 2022 and 2021 (in thousands): December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 3,013 $ — $ — $ 3,013 Warrant liability $ 17,171 $ — $ 17,171 $ — December 31, 2021 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 |
Fair Value of Earnout Shares and Private Placement Warrants | Following is a summary of the change in fair value of the Earnout Shares liability, Yorkville warrant liability, and the private placement warrant liability for the years ended December 31, 2022 and 2021 (in thousands). Year Ended December 31, Earnout Shares Liability 2022 2021 Beginning fair value $ 29,057 $ 133,503 Change in fair value during the year (26,044) (104,446) Ending fair value $ 3,013 $ 29,057 Year Ended December 31, Private Placement Warrants Liability 2021 Beginning fair value $ 6,613 Change in fair value during the year 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value $ — |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaids and other current assets | Prepaids and other current assets consisted of the following (in thousands): December 31, 2022 2021 Receivable from VDL Nedcar $ — $ 30,440 Deferred battery supplier cost — 18,300 Short term deposits 3,755 7,030 Prepaid expense 5,133 4,865 Other current assets 462 3,179 Total prepaids and other current assets $ 9,350 $ 63,814 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following ( i n thousands): December 31, 2022 2021 Tooling, machinery, and equipment $ 32,863 $ 18,040 Computer hardware 8,850 6,161 Computer software 9,053 7,837 Vehicles 1,356 267 Furniture and fixtures 742 742 Leasehold improvements 14,956 14,939 Construction-in-progress 276,968 176,162 Total property and equipment 344,788 224,148 Less: Accumulated depreciation (33,388) (21,834) Total property and equipment, net $ 311,400 $ 202,314 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued property and equipment purchases $ 24,797 $ 34,375 Accrued research and development costs 17,736 23,994 Accrued professional fees 8,112 9,239 Accrued battery supplier costs — 10,000 Accrued other expenses 12,446 6,317 Total accrued expenses and other current liabilities $ 63,091 $ 83,925 |
Operating leases (Tables)
Operating leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Maturities of the Company’s operating lease liabilities at December 31, 2022 were as follows (in thousands): Operating 2023 $ 4,840 2024 5,481 2025 5,633 2026 5,480 2027 5,532 Thereafter 29,521 Total lease payments 56,487 Less: imputed interest (1) 15,701 Present value of operating lease liabilities 40,786 Current portion of operating lease liabilities (2) 2,178 Operating lease liabilities, net of current portion $ 38,608 __________________________ (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Consolidated Balance Sheet |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary Of Activity For The Company's Restricted Shares | Shares Weighted- Average Grant-Date Fair Value Unvested at December 31, 2021 13,817 $ 7.99 Granted 15,340 4.21 Vested (4,429) 10.36 Forfeited (7,476) 7.25 Unvested at December 31, 2022 17,252 $ 4.87 The activity for performance-based restricted stock units in the year ended December 31, 2022 was as follows (in thousands, except weighted-average grant-date fair value amounts): Shares Weighted- Average Grant-Date Fair Value Unvested at December 31, 2021 11,038 $ 5.08 Granted 4,728 3.06 Vested (854) 6.42 Forfeited (752) 3.26 Unvested at December 31, 2022 14,160 $ 4.80 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the Company’s total stock-based compensation expense by line item for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Research and development 31,083 25,768 Selling, general and administrative 48,490 82,592 Total 79,573 108,360 The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 Expected term (years) 1 Risk free interest rate 4.7 % Expected volatility 116.5 % Dividend yield — % Exercise price $ 1.15 Stock price $ 1.23 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the Company’s total stock-based compensation expense by line item for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Research and development 31,083 25,768 Selling, general and administrative 48,490 82,592 Total 79,573 108,360 The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 Expected term (years) 1 Risk free interest rate 4.7 % Expected volatility 116.5 % Dividend yield — % Exercise price $ 1.15 Stock price $ 1.23 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the outstanding potentially dilutive shares that have been excluded from the computation of diluted net loss per share, because including them would have an anti-dilutive effect (in thousands): December 31, 2022 2021 Convertible debt (Note 9) 46,988 — Restricted and performance stock units 31,412 24,855 Warrants to purchase Common Stock (Note 16) 29,605 — Restricted Common Stock shares 2,842 3,552 Early exercise of unvested stock options 593 2,500 Options to purchase Common Stock 195 265 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of the components of the provision for income taxes | The components of the provision for income taxes consisted of the following (in thousands): Year ended December 31, 2022 2021 Provision for federal income taxes $ — $ — Provision for state income taxes — — Provision for income taxes $ — $ — |
Schedule of tax rate reconciliation | The reconciliation of taxes at the statutory rate to our provision for income taxes was as follows (in thousands): Year ended December 31, 2022 2021 Tax at the statutory rate $ (102,416) $ (72,821) State tax – net of federal benefit (25,118) (21,015) Officer compensation 6,750 6,749 Earnout Liability (5,469) (21,934) Stock Compensation 5,024 9,136 Provision to Return (2,958) (330) U.S. Tax Credits (8,929) (4,528) Other Rate Impacting Items 2,328 988 Change in valuation allowance 130,788 103,755 Provision for income taxes $ — $ — |
Schedule of deferred income tax assets and liabilities | Deferred tax assets and liabilities consisted of the following (in thousands): December 31, Deferred Tax Assets: 2022 2021 Net operating loss carry-forwards $ 257,062 $ 165,032 Capitalized research and development costs 35,295 — Research and development credits 25,237 12,864 Stock-based compensation 10,167 6,264 Other 1,674 1,207 Total gross deferred income tax assets 329,435 185,367 Less: Valuation allowance (316,155) (185,367) Deferred tax assets, net of valuation allowance $ 13,280 $ — Deferred Tax Liabilities: Warrants $ (13,280) $ — Total deferred tax liabilities $ (13,280) $ — Total net deferred tax assets (liabilities): $ — $ — |
Schedule of valuation allowance on the deferred income tax assets | The following table summarizes the activity recorded in the valuation allowance on the deferred income tax assets (in thousands): Valuation allowance at December 31, 2020 $ (81,968) Additions charged to income tax provision (103,755) Other changes to valuation allowance 356 Valuation allowance at December 31, 2021 (185,367) Additions charged to income tax provision (130,788) Valuation allowance at December 31, 2022 $ (316,155) |
Schedule of unrecognized tax benefits | The aggregate changes in the balance of gross unrecognized tax benefits during the years ended December 31, 2022 and 2021 were as follows (in thousands): Balance at December 31, 2020 $ (35,558) Increases in balances related to tax provisions taken during current period (4,529) Increases related to changes in estimates (640) Other decreases 469 Balance at December 31, 2021 (40,258) Increases in balances related to tax positions taken during current period (9,179) Increases related to changes in estimates (3,444) Other decreases 56 Balance at December 31, 2022 $ (52,825) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 36,589,000 | $ 224,721,000 |
Cash flow from operating activities | $ (400,475,000) | $ (300,816,000) |
Number of operating segments | $ / shares | 1 | |
Impairment of long-lived assets | $ 0 | |
Vesting period (in years) | 4 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 14 | $ 2.8 |
Letter of Credit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 9.5 | |
Standby Letters of Credit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 1.1 | 1.1 |
Demand Deposits | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 1.9 | 0.9 |
Collateral Pledged | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 0.8 | |
Other Individually Immaterial Restricted Cash Balances | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 1.5 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Segments, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Tooling | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of assets and liabilities measured at fair value on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contingent earnout shares liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | $ 3,013 | $ 29,057 |
Contingent earnout shares liability | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Contingent earnout shares liability | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Contingent earnout shares liability | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 3,013 | $ 29,057 |
Warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 17,171 | |
Warrant liability | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | |
Warrant liability | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 17,171 | |
Warrant liability | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) shares in Thousands | Dec. 21, 2020 shares item $ / shares | Dec. 31, 2022 shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of tranches for issuance | item | 3 | |
Number of shares issued or issuable (in shares) | 10,000 | |
Contingent Consideration, Earnout Shares, Tranche 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout share price target | $ / shares | $ 18 | |
Contingent Consideration Number of Earnout Shares | 5,000 | |
Contingent Consideration, Earnout Shares, Tranche 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout share price target | $ / shares | $ 25 | |
Share price target period | 4 years | |
Contingent Consideration Number of Earnout Shares | 5,000 | |
Contingent Consideration, Earnout Shares, Tranche 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout share price target | $ / shares | $ 30 | |
Share price target period | 5 years | |
Contingent Consideration Number of Earnout Shares | 5,000 | |
Contingent earnout shares liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration Number of Earnout Shares | 15,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the change in fair value of contingent earnout shares liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnout Shares Liability | ||
Fair Value Of The Earnout Shares And Private Placement Warrants [Roll Forward] | ||
Beginning fair value | $ 29,057 | $ 133,503 |
Change in fair value during the year | 26,044 | 104,446 |
Ending fair value | 3,013 | 29,057 |
Private Placement Warrants Liability | ||
Fair Value Of The Earnout Shares And Private Placement Warrants [Roll Forward] | ||
Beginning fair value | $ 0 | 6,613 |
Change in fair value during the year | 1,639 | |
Conversion of private placement warrants to public warrants | (8,252) | |
Ending fair value | $ 0 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Receivable from VDL Nedcar | $ 0 | $ 30,440 |
Deferred battery supplier cost | 0 | 18,300 |
Short term deposits | 3,755 | 7,030 |
Prepaid expense | 5,133 | 4,865 |
Other current assets | 462 | 3,179 |
Total prepaids and other current assets | $ 9,350 | $ 63,814 |
Inventory (Details)
Inventory (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Inventory Disclosure [Abstract] | |
Carrying value of inventory | $ 3,000,000 |
Write-down | $ 0 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 344,788 | $ 224,148 |
Less: Accumulated depreciation | (33,388) | (21,834) |
Property and Equipment, net | 311,400 | 202,314 |
Depreciation | 11,554 | 8,921 |
Tooling, machinery, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 32,863 | 18,040 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 8,850 | 6,161 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 9,053 | 7,837 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,356 | 267 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 742 | 742 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 14,956 | 14,939 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 276,968 | $ 176,162 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued property and equipment purchases | $ 24,797 | $ 34,375 |
Accrued research and development costs | 17,736 | 23,994 |
Accrued professional fees | 8,112 | 9,239 |
Accrued battery supplier costs | 0 | 10,000 |
Accrued other expenses | 12,446 | 6,317 |
Total accrued expenses | $ 63,091 | $ 83,925 |
Convertible Debt (Details)
Convertible Debt (Details) shares in Thousands, $ in Thousands | 12 Months Ended | ||||||||||||
Dec. 31, 2022 USD ($) | Nov. 11, 2022 shares | Nov. 10, 2022 USD ($) | Sep. 30, 2022 shares | Sep. 06, 2022 shares | Jul. 22, 2022 USD ($) $ / shares | Jul. 21, 2022 | Jul. 20, 2022 USD ($) $ / shares | May 10, 2022 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Nov. 09, 2022 $ / shares | Oct. 05, 2022 USD ($) | |
Debt Conversion [Line Items] | |||||||||||||
Purchase price of common stock, percent | 110% | 95% | 120% | ||||||||||
Aggregate fair value | $ 17,200 | $ 17,200 | |||||||||||
Interest (expense) income | (2,249) | $ 103 | |||||||||||
Non-cash debt discount | $ 900 | $ 0 | |||||||||||
Pre-paid Purchase Agreement, Early Repayment Notice, Number of Trading Days | $ / shares | 10 | ||||||||||||
Common Stock | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 3.65 | $ 1.11 | |||||||||||
Pre Paid Advance Agreement Member | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Redemption premium | 3% | 3% | |||||||||||
Y A I I P N Ltd | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Pre-paid advance agreement, in cash advances | $ 50,000 | ||||||||||||
Pre-paid advance agreement, in cash advances | $ 300,000 | ||||||||||||
Purchase share price (in dollars per share) | $ / shares | $ 0.50 | $ 1 | |||||||||||
Pre-paid advance agreement, annual rate | 5% | ||||||||||||
Pre-paid advance agreement, increase upon to default | 15% | ||||||||||||
Interest (expense) income | $ 2,300 | ||||||||||||
Other Noncash Income (Expense) | 400 | ||||||||||||
Amortization of debt issuance costs | 1,000 | ||||||||||||
Non-cash debt discount | 900 | ||||||||||||
Y A I I P N Ltd | First Pre Paid Advance Agreement Member | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Proceeds from prepaid advance agreement | $ 49,500 | ||||||||||||
Y A I I P N Ltd | First Pre Paid Advance Agreement Member | Common Stock | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Issuance of shares - SEPA and PIPE (in shares) | shares | 15,100 | ||||||||||||
Y A I I P N Ltd | Second Pre Paid Advance Agreement Member | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Proceeds from prepaid advance agreement | $ 39,600 | ||||||||||||
Y A I I P N Ltd | Side Letter To Pre Paid Advance Agreement Member | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Pre-paid advance to minimum of settlement | $ 1,000 | ||||||||||||
Y A I I P N Ltd | Third Pre Paid Advance Agreement Member | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Proceeds from prepaid advance agreement | $ 20,000 | ||||||||||||
Y A I I P N Ltd | Fourth Pre Paid Advance Agreement Member | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Proceeds from prepaid advance agreement | $ 32,000 | ||||||||||||
Proceeds from additional amount of prepaid advance agreement | 8,500 | ||||||||||||
Aggregate fair value | $ 14,800 | $ 14,800 | |||||||||||
Y A I I P N Ltd | Common Stock | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Exchange cap, maximum ownership percent | 19.90% | ||||||||||||
Issuance of shares - SEPA and PIPE (in shares) | shares | 14,200 | ||||||||||||
Y A I I P N Ltd | Common Stock | Pre Paid Advance Agreement Member | |||||||||||||
Debt Conversion [Line Items] | |||||||||||||
Issuance of shares - SEPA and PIPE (in shares) | shares | 19,400 | 0 |
Operating leases- Narrative (De
Operating leases- Narrative (Details) | 12 Months Ended | ||||
Nov. 01, 2022 $ / shares squareFoot | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2023 squareFoot | Jan. 21, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Number of options to extend the lease term | $ / shares | 1 | ||||
Operating lease renewal term (in years) | 5 years | ||||
Number of square feet | squareFoot | 100,000 | ||||
Lease term (in years) | 10 years | ||||
Lease, option to terminate (in years) | 5 years | ||||
Operating lease, weighted average discount rate, percent | 6.72% | ||||
Operating lease right-of-use assets | $ 39,331,000 | $ 14,228,000 | |||
Operating lease liability | 40,786,000 | 14,600,000 | |||
Operating Lease, Liability, Current | $ 2,178,000 | $ 800,000 | |||
Weighted average remaining lease term (in years) | 9 years 8 months 12 days | 10 years 8 months 12 days | |||
Lease not yet commenced, operating lease liability to be paid | $ 300,000 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |||
Investor | |||||
Lessee, Lease, Description [Line Items] | |||||
Related party transaction amount | $ 500,000 | $ 1,300,000 | |||
Industrialization Facility In Bentonville Arkansas Member | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease renewal term (in years) | 10 years | ||||
Term of lease (in years) | 10 years | ||||
Real Estate Facility In Justin, Texas | Subsequent Event | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of square feet | squareFoot | 8,000 | ||||
MICHIGAN | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of options to extend the lease term | 1 | ||||
Operating lease renewal term (in years) | 5 years |
Operating leases - Maturity (De
Operating leases - Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Maturities of operating lease liabilities | ||
2023 | $ 4,840 | |
2024 | 5,481 | |
2025 | 5,633 | |
2026 | 5,480 | |
2026 | 5,532 | |
Thereafter | 29,521 | |
Total lease payments | 56,487 | |
Less: imputed interest | 15,701 | |
Present value of operating lease liabilities | 40,786 | $ 14,600 |
Current portion of operating lease liabilities | 2,178 | 800 |
Operating lease liabilities | $ 38,608 | $ 13,826 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
State Incentive Arrangements (D
State Incentive Arrangements (Details) $ in Millions | Feb. 28, 2022 USD ($) |
Automotive Manufacturing Site In The Pryor, Oklahoma | |
Supplemental Income Statement Elements [Abstract] | |
Receivable From State Incentive Arrangements, Oklahoma Quick Action Closing Fund, ear marked for automotive manufacturing facility | $ 7.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) qtr shares | May 09, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | |
Long-term Purchase Commitment [Line Items] | ||||
Restricted cash | $ 14 | $ 2.8 | ||
Common stock, shares issued (in shares) | shares | 355,388,000 | 238,578,000 | ||
Improperly disclosed executive payment, amount | $ 1 | |||
Estimated penalty | $ 1.5 | |||
Estimated penalty liability, installment amount | $ 0.4 | |||
Number of quarterly installments | qtr | 4 | |||
Letter of Credit | ||||
Long-term Purchase Commitment [Line Items] | ||||
Restricted cash | $ 9.5 | |||
Standby Letters of Credit | ||||
Long-term Purchase Commitment [Line Items] | ||||
Restricted cash | $ 1.1 | $ 1.1 | ||
Settled Litigation | ||||
Long-term Purchase Commitment [Line Items] | ||||
Common stock, shares issued (in shares) | shares | 2,033,864 | |||
D D Global Holdings Ltd | Pending Litigation | ||||
Long-term Purchase Commitment [Line Items] | ||||
Estimated recover of Section 16(b) profits | $ 61.1 | |||
Letter of Credit | Minimum | Arkansas Lease | ||||
Long-term Purchase Commitment [Line Items] | ||||
Debt instrument, term (in years) | 5 years | |||
Letter of Credit | Maximum | Arkansas Lease | ||||
Long-term Purchase Commitment [Line Items] | ||||
Debt instrument, term (in years) | 13 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Nov. 09, 2022 | May 10, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ 10 | $ 50 | ||
Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Purchase share price (in dollars per share) | $ 1.11 | $ 3.65 | ||
Common Stock | Private Placement | ||||
Related Party Transaction [Line Items] | ||||
Issuance of shares - SEPA and PIPE (in shares) | 9 | 13.7 | ||
Related Party Aircraft Expense Reimbursement | Board of Directors Chairman | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | $ 1.3 | $ 1.8 | ||
Shared Services Support | Board of Directors Chairman | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | 1.1 | 0.5 | ||
Shared Services Support | Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | $ 0.8 | |||
Consulting Services | President | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | $ 0.2 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Oct. 05, 2022 | Aug. 08, 2022 | May 10, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Share-based compensation expense | $ 79,573 | $ 108,360 | |||
At The Market Offering Agreement Member | Common Stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Sale of stock consideration | $ 200,000 | ||||
Side Letter To The Wainwright Sales Agreement | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Manager commissions, percent of gross proceeds | 3% | ||||
Sale of stock, percentage of additional fee | 1.50% | ||||
Sale Of Shares Under The Wainwright ATM Program | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 36,300 | ||||
Share-based compensation expense | $ 1,500 | ||||
Sale Of Shares Under The Wainwright ATM Program | Common Stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Sale of stock consideration | $ 49,300 | ||||
Sale Of Shares Under The Wainwright ATM Program | Common Stock | Minimum | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Sale of stock price (in USD per share) | $ 1.20 | ||||
Sale Of Shares Under The Wainwright ATM Program | Common Stock | Maximum | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Sale of stock price (in USD per share) | $ 1.85 | ||||
Y A I I P N Ltd | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Agreement period (in months) | 36 months | ||||
Y A I I P N Ltd | Common Stock | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Issuance of shares - SEPA and PIPE (in shares) | 14,200 | ||||
Y A I I P N Ltd | Common Stock | Standby Equity Purchase Agreement | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Agreement to sell shares, value | $ 250,000 | ||||
Issuance of shares | $ 32,500 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 21, 2020 | Mar. 18, 2020 | Nov. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | May 14, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 4 years | |||||||||
Share-based compensation expense | $ 79,573 | $ 108,360 | ||||||||
Total unrecognized compensation cost related to options | $ 64,200 | $ 117,800 | ||||||||
RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 4 years | |||||||||
Equity instruments vested in period (in shares) | 998,994 | |||||||||
Total fair value of shares granted | $ 56,900 | $ 133,600 | ||||||||
RSUs | Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 500,000 | |||||||||
Performance Based Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 4,728,318 | |||||||||
Share-based compensation expense | $ 6,900 | |||||||||
Equity instruments vested in period (in shares) | 854,000 | |||||||||
Total fair value of shares granted | $ 14,500 | |||||||||
Performance Based Restricted Stock Units | Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 6,000,000 | 2,000,000 | 0 | 40,300,000 | ||||||
Vesting period (in years) | 5 years | |||||||||
Share-based compensation expense | $ 17,300 | $ 6,300 | ||||||||
Performance Based Restricted Stock Units | Chief Executive Officer | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 1,703,828 | |||||||||
Vesting period (in years) | 3 years | |||||||||
Performance Based Restricted Stock Units | Chief Executive Officer | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 300,000 | |||||||||
Restricted Common Stock shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 15,340,000 | |||||||||
Vesting period (in years) | 36 months | |||||||||
Share-based compensation expense | $ 4,000 | $ 10,900 | ||||||||
Equity instruments vested in period (in shares) | 4,429,000 | |||||||||
2020 Equity Plan Member | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 26,898,554 | |||||||||
2020 Equity Plan Member | RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 15,340,195 | 13,640,895 | ||||||||
2020 Equity Plan Member | Performance Based Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 4,728,318 | 10,034,279 | ||||||||
2020 Employee Stock Purchase Plan | Employee Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 1,300 | |||||||||
Purchase periods | 3 months | |||||||||
Shares available in ESPP (in shares) | 8,069,566 | 4,034,783 | ||||||||
Term of share increase to ESPP (in years) | 10 years | |||||||||
Percent increase in shares | 1% | |||||||||
Employee Stock Ownership Plan (ESOP), Cash Contributions to ESOP | $ 2,900 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of activity in restricted shares (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Common Stock shares | |
Shares | |
Unvested at December 31, 2021 (in shares) | shares | 13,817,000 |
Granted (in shares) | shares | 15,340,000 |
Vested (in shares) | shares | (4,429,000) |
Forfeited (in shares) | shares | (7,476,000) |
Unvested at December 31, 2022 (in shares) | shares | 17,252,000 |
Weighted- Average Grant-Date Fair Value | |
Unvested at December 31, 2021 (in dollars per share) | $ / shares | $ 7.99 |
Granted (in dollars per share) | $ / shares | 4.21 |
Vested (in dollars per share) | $ / shares | 10.36 |
Forfeited (in dollars per share) | $ / shares | 7.25 |
Unvested at December 31, 2022 (in dollars per share) | $ / shares | $ 4.87 |
Performance Based Restricted Stock Units | |
Shares | |
Unvested at December 31, 2021 (in shares) | shares | 11,038,000 |
Granted (in shares) | shares | 4,728,318 |
Vested (in shares) | shares | (854,000) |
Forfeited (in shares) | shares | (752,000) |
Unvested at December 31, 2022 (in shares) | shares | 14,160,000 |
Weighted- Average Grant-Date Fair Value | |
Unvested at December 31, 2021 (in dollars per share) | $ / shares | $ 5.08 |
Granted (in dollars per share) | $ / shares | 3.06 |
Vested (in dollars per share) | $ / shares | 6.42 |
Forfeited (in dollars per share) | $ / shares | 3.26 |
Unvested at December 31, 2022 (in dollars per share) | $ / shares | $ 4.80 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 79,573 | $ 108,360 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 31,083 | 25,768 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 48,490 | $ 82,592 |
Warrants Narrative (Details)
Warrants Narrative (Details) | 12 Months Ended | ||||
Jul. 11, 2022 USD ($) $ / shares shares | Feb. 22, 2022 USD ($) tranche $ / shares | Feb. 17, 2022 shares | Dec. 31, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Class of Warrant or Right [Line Items] | |||||
Shares of common stock per warrant (shares per warrant) | 1 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||
Proceeds from exercise of public warrants | $ | $ 0 | $ 6,880,000 | |||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | ||||
Written notice of redemption | 30 days | ||||
Closing price (in dollars per share) | $ / shares | $ 18 | ||||
Trading days | D | 20 | ||||
Payments to acquire other productive assets | $ | $ 0 | $ 26,134,000 | |||
Number of tranches | tranche | 3 | ||||
Earlier terminated (in years) | 5 years | ||||
Aggregate fair value | $ | $ 17,200,000 | ||||
Warrant Agreement | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 61,200,000 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.15 | ||||
Vested of warrants (in years) | 10 years | ||||
Warrant Agreement | Walmart Inc | Canoo Sales, LLC | |||||
Class of Warrant or Right [Line Items] | |||||
Ownership percentage | 20% | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 23,755,069 | ||||
Private Placement Warrants Liability | Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercised in the period (in shares) | 0 | 598,275 | |||
VDL Nedcar | Private Placement Warrants Liability | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares issued or issuable (in shares) | 972,222 | ||||
VDL Nedcar | Private Placement Warrants Liability | Minimum | |||||
Class of Warrant or Right [Line Items] | |||||
Share price (in dollars per share) | $ / shares | $ 18 | ||||
VDL Nedcar | Private Placement Warrants Liability | Maximum | |||||
Class of Warrant or Right [Line Items] | |||||
Share price (in dollars per share) | $ / shares | $ 40 | ||||
Walmart Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants vested (in shares) | 15,300,000 | ||||
Walmart Warrants | Warrant Agreement | |||||
Class of Warrant or Right [Line Items] | |||||
Revenue from related affiliates | $ | $ 300,000,000 | ||||
Walmart Warrants | Walmart Inc | |||||
Class of Warrant or Right [Line Items] | |||||
Number of electric vehicles | $ | 4,500 | ||||
Number of electric vehicles, additions | $ | 5,500 | ||||
Yorkville Warrants | Warrant Agreement | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 29,604,783 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.15 | ||||
Class of additional warrant or right, outstanding | 7,403,913 | ||||
Manufacturing Services Agreement With VDL Nedcar | |||||
Class of Warrant or Right [Line Items] | |||||
Payments to acquire other productive assets | $ | $ 8,400,000 |
Warrants - Share-based Compensa
Warrants - Share-based Compensation Arrangements by Share-based Payment Award (Details) - Warrant Agreement | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Walmart Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 10 years |
Risk free interest rate | 3% |
Expected volatility | 91.30% |
Dividend yield | 0% |
Exercise price (in dollars per share) | $ 2.15 |
Stock price (in dollars per share) | $ 3.63 |
Yorkville Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 1 year |
Risk free interest rate | 4.70% |
Expected volatility | 116.50% |
Dividend yield | 0% |
Exercise price (in dollars per share) | $ 1.15 |
Stock price (in dollars per share) | $ 1.23 |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible debt (Note 9) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 46,988 | 0 |
Restricted and performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 31,412 | 24,855 |
Warrants to purchase Common Stock (Note 16) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 29,605 | 0 |
Restricted Common Stock shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,842 | 3,552 |
Early exercise of unvested stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 593 | 2,500 |
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 | 195 | 265 |
Income Taxes - Components of th
Income Taxes - Components of the provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for federal income taxes | $ 0 | $ 0 |
Provision for state income taxes | 0 | 0 |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes - Tax rate reconci
Income Taxes - Tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax at the statutory rate | $ (102,416) | $ (72,821) |
State tax – net of federal benefit | (25,118) | (21,015) |
Officer compensation | 6,750 | 6,749 |
Earnout Liability | (5,469) | (21,934) |
Stock Compensation | 5,024 | 9,136 |
Provision to Return | (2,958) | (330) |
U.S. Tax Credits | (8,929) | (4,528) |
Other Rate Impacting Items | 2,328 | 988 |
Change in valuation allowance | 130,788 | 103,755 |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes - Net deferred inc
Income Taxes - Net deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets [Abstract] | |||
Net operating loss carry-forwards | $ 257,062 | $ 165,032 | |
Capitalized research and development costs | 35,295 | 0 | |
Research and development credits | 25,237 | 12,864 | |
Stock-based compensation | 10,167 | 6,264 | |
Other | 1,674 | 1,207 | |
Total gross deferred income tax assets | 329,435 | 185,367 | |
Less: Valuation allowance | (316,155) | (185,367) | $ (81,968) |
Deferred tax assets, net of valuation allowance | 13,280 | 0 | |
Warrants | (13,280) | 0 | |
Total deferred tax liabilities | (13,280) | 0 | |
Total net deferred tax assets (liabilities): | $ 0 | $ 0 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance on the deferred income tax assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ (185,367) | $ (81,968) |
Additions charged to income tax provision | (130,788) | (103,755) |
Other changes to valuation allowance | 356 | |
Ending balance | $ (316,155) | $ (185,367) |
Income Taxes - Gross unrecogniz
Income Taxes - Gross unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ (40,258) | $ (35,558) |
Increases in balances related to tax positions taken during current period | (9,179) | (4,529) |
Increases related to changes in estimates | (3,444) | (640) |
Other decreases | 56 | 469 |
Ending balance | $ (52,825) | $ (40,258) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Additions charged to income tax provision | $ (130.8) | $ (103.4) |
Uncertain tax positions | (52.8) | |
Income tax examination, interest | 0 | 0 |
Income tax examination, penalties | 0 | 0 |
Research and development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credits | 25.2 | $ 12.9 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 902 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 968.7 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | ||||||||||
Jan. 13, 2023 USD ($) $ / shares shares | Nov. 09, 2022 USD ($) a squareFoot | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 29, 2023 USD ($) $ / shares | Mar. 27, 2023 $ / shares | Feb. 09, 2023 $ / shares | Feb. 05, 2023 $ / shares shares | Jan. 24, 2023 $ / shares shares | Dec. 31, 2022 USD ($) qtr $ / shares shares | Nov. 01, 2022 squareFoot | Jul. 11, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||
Shares of common stock per warrant (shares per warrant) | shares | 1 | |||||||||||
Number of square feet | squareFoot | 100,000 | |||||||||||
Improperly disclosed executive payment, amount | $ | $ 1,000 | |||||||||||
Estimated penalty | $ | $ 1,500 | |||||||||||
Estimated penalty liability, installment amount | $ | $ 400 | |||||||||||
Number of quarterly installments | qtr | 4 | |||||||||||
Purchase And Sale Agreement For Manufacturing Facility Member | OKLAHOMA | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of square feet | squareFoot | 630,000 | |||||||||||
Area of land | a | 121 | |||||||||||
Payments to acquire facility | $ | $ 35,900 | |||||||||||
Subsequent Event | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Option to increase the investment | $ | $ 8,500 | |||||||||||
Estimated penalty | $ | $ 1,500 | |||||||||||
Estimated penalty liability, installment amount | $ | $ 375 | |||||||||||
Number of quarterly installments | $ / shares | 4 | |||||||||||
Subsequent Event | Maximum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Corresponding increase in the total number of authorized share (in shares) | shares | 1,010,000,000 | |||||||||||
Subsequent Event | Minimum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Corresponding increase in the total number of authorized share (in shares) | shares | 510,000,000 | |||||||||||
Subsequent Event | Common Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Nasdaq capital market listing rules, minimum trading share price (in dollars per share) | $ / shares | $ 1 | |||||||||||
Subsequent Event | Common Stock | Maximum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Corresponding increase in the total number of authorized share (in shares) | shares | 1,000,000,000 | |||||||||||
Subsequent Event | Common Stock | Minimum | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Corresponding increase in the total number of authorized share (in shares) | shares | 500,000,000 | |||||||||||
Subsequent Event | Fourth Pre Paid Advance Agreement Member | Y A I I P N Ltd | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Proceeds from partial exercise prepaid advance agreement | $ | $ 5,300 | |||||||||||
Net proceeds from exercise in prepaid advance agreement | $ | $ 5,000 | |||||||||||
Warrant Agreement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.15 | |||||||||||
Common stock of HCAC | shares | 29,604,783 | |||||||||||
Warrant Agreement | Subsequent Event | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.15 | |||||||||||
Shares of common stock per warrant (shares per warrant) | shares | 34,230,870 | |||||||||||
Common stock of HCAC | shares | 4,626,087 | |||||||||||
Adjustments of exercise price of the warrants (in dollars per share) | $ / shares | $ 1.05 | |||||||||||
Warrant Agreement | Subsequent Event | Registered Direct Offering & Placement Agency Agreement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Corresponding increase in the total number of authorized share (in shares) | shares | 50,000,000 | |||||||||||
Warrant purchase price (in dollars per share) | $ / shares | $ 1.05 | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.30 |