Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Aeva Technologies, Inc. |
Entity Central Index Key | 0001789029 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Tax Identification Number | 84-3080757 |
Entity Address, Address Line One | 1350 Avenue of the Americas |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10019 |
City Area Code | 212 |
Local Phone Number | 647-0166 |
Entity Incorporation, State or Country Code | DE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets: | ||||
Cash and cash equivalents | $ 469,405,000 | $ 24,624,000 | ||
Marketable securities | 53,472,000 | |||
Accounts receivable | 245,000 | 141,000 | ||
Inventories | 1,529,000 | 1,219,000 | ||
Other current assets | 2,043,000 | 4,970,000 | ||
Total Current Assets | 526,694,000 | 30,954,000 | $ 25 | |
Operating lease right-of-use assets | 6,134,000 | |||
Property, plant and equipment, net | 2,281,000 | 1,614,000 | ||
Other noncurrent assets | 360,000 | 64,000 | ||
TOTAL ASSETS | 535,469,000 | 32,632,000 | 106,895 | |
Liabilities, convertible preferred stock and stockholders' equity | ||||
Accounts payable | 2,576,000 | 2,071,000 | ||
Accrued employee costs | 364,000 | 722,000 | ||
Lease liability, current portion | 1,293,000 | |||
Other current liabilities | 284,000 | 275,000 | ||
Lease liability, noncurrent portion | 4,849,000 | |||
Warrant liability | 2,346,000 | |||
Other liabilities | 45,000 | |||
Convertible preferred stock $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding | 0 | 0 | ||
Stockholders' Deficit | ||||
Common stock | 21,000 | 15,000 | 634 | [1] |
Additional paid-in capital | 602,467,000 | 87,982,000 | ||
Accumulated other comprehensive loss | (29,000) | |||
Accumulated deficit | (80,542,000) | (61,084,000) | (1,000) | |
Total Stockholders' Equity | 521,917,000 | 26,913,000 | 48,604,000 | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||||
Additional paid-incapital | 7,929,190 | 25,453 | ||
Total liabilities, convertible preferred stock and stockholders' equity | 535,469,000 | 32,632,000 | 106,895 | |
Current assets | ||||
Cash | 5,725,000 | 694 | ||
Prepaid expenses and other current assets | 11,858 | 25 | ||
Total Current Assets | 526,694,000 | 30,954,000 | 25 | |
Deferred offering costs | 106,870 | |||
Marketable securities held in Trust Account | 243,129,959 | |||
TOTAL ASSETS | 535,469,000 | 32,632,000 | 106,895 | |
Current liabilities | ||||
Accrued liabilities | 1,840,000 | 2,606,000 | 1,000 | |
Income taxes payable | 39,765 | |||
Promissory note - related party | 80,808 | |||
Total Current Liabilities | 6,357,000 | 5,674,000 | 81,808 | |
Warrant liabilities | 2,419,470 | |||
Advance from related party | 353,994 | |||
Total Liabilities | 13,552,000 | 5,719,000 | 81,808 | |
Commitments and contingencies | ||||
Common stock subject to possible redemption 23,266,477 shares at redemption value at December 31, 2020 | 234,042,402 | |||
As Previously Reported [Member] | ||||
Assets: | ||||
Cash and cash equivalents | 694 | |||
Total Current Assets | 12,552 | |||
TOTAL ASSETS | 243,142,511 | |||
Stockholders' Deficit | ||||
Common stock | 755 | |||
Accumulated deficit | (933,821) | |||
Total Stockholders' Equity | (52,291,000) | $ 25,087 | ||
Additional paid-incapital | 5,933,074 | |||
Total liabilities, convertible preferred stock and stockholders' equity | 243,142,511 | |||
Current assets | ||||
Total Current Assets | 12,552 | |||
TOTAL ASSETS | 243,142,511 | |||
Current liabilities | ||||
Accrued liabilities | 1,286,872 | |||
Total Current Liabilities | 1,326,637 | |||
Total Liabilities | 1,680,631 | |||
Common stock subject to possible redemption 23,266,477 shares at redemption value at December 31, 2020 | $ 236,461,872 | |||
[1] | As of December 31, 2019, included up to 787,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 7). |
Consolidated Statements of Oper
Consolidated Statements of Operations (Parenthetical) | 12 Months Ended |
Dec. 31, 2019shares | |
Income Statement [Abstract] | |
Aggregate of subject to possible redemption | 787,500 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary equity, shares authorized | 432,000,000 | ||
Common stock subject to possible redemption | 23,266,477 | 0 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Pre-combination Aeva preferred stock outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of Common Stock Authorized | 422,000,000 | 422,000,000 | |
Common stock, shares issued | 211,451,000 | 151,366,000 | 6,337,500 |
Common stock, shares outstanding | 211,451,000 | 151,366,000 | 6,337,500 |
Shares subject to forfeiture | 787,500 | ||
As Previously Reported [Member] | |||
Common stock subject to possible redemption | 23,507,001 | ||
Common stock, shares outstanding | 7,789,023 | ||
Convertible Preferred Stock [Member] | |||
Temporary equity, par value per share | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 10,000,000 | 10,000,000 | |
Temporary equity, shares outstanding | 0 | ||
Convertible Preferred Stock [Member] | As Previously Reported [Member] | |||
Temporary equity, shares outstanding | 8,606,780 | 8,606,780 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |||
Revenue | $ 308,000 | $ 527,000 | ||||
Cost of revenue | 180,000 | 277,000 | ||||
Gross profit | 128,000 | 250,000 | ||||
Research and development expenses | 11,379,000 | 5,309,000 | ||||
General and administrative expenses | 8,217,000 | 1,304,000 | ||||
Selling and marketing expenses | 659,000 | 634,000 | ||||
Operating loss | (20,127,000) | (6,997,000) | $ (1,000) | $ (2,523,015) | ||
Interest income | 3,000 | 162,000 | ||||
Other income (expense), net | 666,000 | (17,000) | (206,181) | |||
Loss before income taxes | (19,458,000) | (6,852,000) | ||||
Income taxes | 0 | 0 | 199,765 | |||
Net loss | (19,458,000) | (6,852,000) | $ (1,000) | $ (2,928,961) | ||
Unrealized loss on available-for-sale securities | (29,000) | |||||
Total comprehensive loss | $ (19,487,000) | $ (6,852,000) | ||||
Basic and diluted net loss per share, Common stock | $ (0.12) | $ (0.05) | $ 0 | $ (0.59) | ||
Weighted-average shares used in computing net loss per share, basic and diluted | 163,955,593 | 135,039,812 | 6,337,784 | [1] | 7,292,253 | [1] |
Operating and formation costs | $ 1,000 | $ 2,523,015 | ||||
Other income (expense): | ||||||
Change in fair value of warrant liabilities | $ 668,000 | (1,996,140) | ||||
Interest earned on marketable securities held in Trust Account | 1,789,959 | |||||
Loss before income taxes | 1,557,297 | $ (1,000) | $ (2,729,196) | |||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 23,619,408 | |||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0.06 | |||||
Previously Reported [Member] | ||||||
Other income (expense), net | 1,689,871 | $ 1,789,959 | ||||
Net loss | $ 1,225,382 | $ (932,821) | ||||
Basic and diluted net loss per share, Common stock | $ (0.32) | |||||
Weighted-average shares used in computing net loss per share, basic and diluted | 6,780,707 | 7,214,461 | ||||
Other income (expense): | ||||||
Change in fair value of warrant liabilities | $ 6,180 | |||||
Loss before income taxes | $ 1,551,117 | $ (733,056) | ||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 23,705,712 | |||||
[1] | Excludes an aggregate of 787,500 shares subject to forfeiture at December 31, 2019 (see Note 7). |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Sale of units | 24,150,000 | ||
Sale of private units | 618,000 | ||
Aggregate of shares subject to forfeiture | 787,500 | ||
Net of acquired private placement warrant | $ 3,014 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Business combination and PIPE [Member] | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Previously Reported [Member] | Convertible Preferred Stock [Member]Revision of Prior Period, Adjustment [Member] | Common Stock [Member] | Common Stock [Member]Business combination and PIPE [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Business combination and PIPE [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Revision of Prior Period, Adjustment [Member] | Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Previously Reported [Member] | |
Beginning balance at Aug. 15, 2019 | |||||||||||||||||||
Beginning balance, Shares at Aug. 15, 2019 | |||||||||||||||||||
Net income (loss) | (1,000) | (1,000) | |||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 79,204,000 | $ (79,204,000) | |||||||||||||||||
Ending balance, Shares at Dec. 31, 2019 | 8,606,780 | (8,606,780) | |||||||||||||||||
Ending balance at Dec. 31, 2019 | 48,604,000 | $ 25,087 | $ 15,000 | $ 634 | $ 6,000 | 84,103,000 | $ 4,905,000 | $ 79,198,000 | (35,514,000) | $ (1,000) | |||||||||
Ending balance, Shares at Dec. 31, 2019 | 151,014,472 | 6,337,500 | 142,983,454 | ||||||||||||||||
Issuance of common stock to Sponsor | [1] | 25,000 | $ 690 | 24,310 | |||||||||||||||
Issuance of common stock to Sponsor, Shares | [1] | 6,900,000 | |||||||||||||||||
Issuance of Representative Shares | 1,087 | $ 30 | 1,057 | ||||||||||||||||
Issuance of Representative Shares, Shares | 300,000 | ||||||||||||||||||
Forfeiture of common stock issued to Sponsor | $ (86) | 86 | |||||||||||||||||
Forfeiture of common stock issued to Sponsor, Shares | (862,500) | ||||||||||||||||||
Share-based compensation | 881,000 | 881,000 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 5,000 | 5,000 | |||||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 83,732 | ||||||||||||||||||
Net income (loss) | (6,852,000) | 1,225,382 | $ 6,180 | (6,852,000) | |||||||||||||||
Ending balance at Mar. 31, 2020 | |||||||||||||||||||
Ending balance, Shares at Mar. 31, 2020 | 0 | ||||||||||||||||||
Ending balance at Mar. 31, 2020 | 42,638,000 | $ 15,000 | 84,989,000 | (42,366,000) | |||||||||||||||
Ending balance, Shares at Mar. 31, 2020 | 151,098,204 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 79,204,000 | $ (79,204,000) | |||||||||||||||||
Beginning balance, Shares at Dec. 31, 2019 | 8,606,780 | (8,606,780) | |||||||||||||||||
Beginning balance at Dec. 31, 2019 | 48,604,000 | 25,087 | $ 15,000 | $ 634 | $ 6,000 | 84,103,000 | 4,905,000 | 79,198,000 | (35,514,000) | $ (1,000) | |||||||||
Beginning balance, Shares at Dec. 31, 2019 | 151,014,472 | 6,337,500 | 142,983,454 | ||||||||||||||||
Net income (loss) | (2,928,961) | (932,821) | (1,996,140) | (2,928,961) | |||||||||||||||
Ending balance at Dec. 31, 2020 | $ 79,204,000 | $ (79,204,000) | |||||||||||||||||
Ending balance, Shares at Dec. 31, 2020 | 8,606,780 | (8,606,780) | |||||||||||||||||
Ending balance at Dec. 31, 2020 | 26,913,000 | $ (52,291,000) | $ 79,204,000 | $ 15,000 | $ 9,000 | $ 6,000 | 87,982,000 | $ 8,784,000 | $ 79,198,000 | $ 0 | (61,084,000) | ||||||||
Ending balance, Shares at Dec. 31, 2020 | 151,365,509 | 8,069,693 | 143,295,816 | ||||||||||||||||
Forfeiture of Representative Shares | $ (5) | 5 | |||||||||||||||||
Forfeiture of Representative Shares, Shares | (50,000) | ||||||||||||||||||
Sale of 24,150,000 Units, net of underwriting discount and offering expenses | 236,189,614 | $ 2,415 | 236,187,199 | ||||||||||||||||
Sale of 24,150,000 Units, net of underwriting discount and offering expenses, Shares | 24,150,000 | ||||||||||||||||||
Sale of 618,000 Private Units | 5,756,670 | $ 61 | 5,756,609 | ||||||||||||||||
Sale of 618,000 Private Units, Shares | 618,000 | ||||||||||||||||||
Common stock subject to possible redemption | (234,042,402) | $ (2,326) | (234,040,076) | ||||||||||||||||
Common stock subject to possible redemption, shares | (23,266,477) | ||||||||||||||||||
Share-based compensation | 4,513,000 | 4,513,000 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 198,000 | 198,000 | |||||||||||||||||
Issuance of common stock upon exercise of stock options, Shares | 701,139 | 701,139 | |||||||||||||||||
Business combination and PIPE financing, net of acquired private placement warrant | $ 557,763,000 | $ 6,000 | $ 557,757,000 | ||||||||||||||||
Business combination and PIPE financing, net of acquired private placement warrant, Shares | 59,343,104 | ||||||||||||||||||
Offering cost in connection with Business combination and PIPE financing | $ (47,983,000) | $ (47,983,000) | |||||||||||||||||
Issuance of common stock upon release of restricted stock units, Shares | 41,408 | ||||||||||||||||||
Unrealized loss on available-for-sale securities | $ (29,000) | (29,000) | |||||||||||||||||
Net income (loss) | (19,458,000) | (19,458,000) | |||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 0 | ||||||||||||||||||
Ending balance, Shares at Mar. 31, 2021 | 0 | ||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 521,917,000 | $ 21,000 | $ 602,467,000 | $ (29,000) | $ (80,542,000) | ||||||||||||||
Ending balance, Shares at Mar. 31, 2021 | 211,451,160 | ||||||||||||||||||
[1] | Included an aggregate of 787,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (19,458,000) | $ (6,852,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 215,000 | 187,000 | ||||
Amortization of right-of-use assets | 223,000 | |||||
Change in fair value of warrant liabilities | (668,000) | $ 64,890 | $ 114,330 | $ 1,996,140 | ||
Stock-based compensation | 4,513,000 | 881,000 | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (104,000) | 20,000 | ||||
Inventories | (310,000) | (199,000) | ||||
Other current assets | (258,000) | 545,000 | ||||
Other noncurrent assets | (296,000) | (5,000) | ||||
Accounts payable | 964,000 | (11,000) | ||||
Accrued liabilities | 872,000 | (225,000) | $ 1,000 | 1,285,872 | ||
Accrued employee costs | (358,000) | (56,000) | ||||
Lease liability | (141,000) | |||||
Other current liabilities | 9,000 | (50,000) | ||||
Other noncurrent liabilities | 52,000 | |||||
Net cash used in operating activities | (14,797,000) | (5,713,000) | (1,408,976) | |||
Net loss | (19,458,000) | (6,852,000) | (1,000) | 955,055 | 797,633 | (2,928,961) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Change in fair value of warrant liabilities | (668,000) | 64,890 | 114,330 | 1,996,140 | ||
Interest earned on marketable securities held in Trust Account | (1,789,959) | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (11,833) | |||||
Accrued liabilities | 872,000 | (225,000) | 1,000 | 1,285,872 | ||
Income taxes payable | 39,765 | |||||
Cash Flows from Investing Activities: | ||||||
Purchase of property, plant and equipment | (669,000) | (241,000) | ||||
Purchase of available-for-sale securities | (53,501,000) | |||||
Net cash used in investing activities | (54,170,000) | (241,000) | (241,340,000) | |||
Investment of cash in Trust Account | (241,500,000) | |||||
Cash withdrawn from Trust Account to pay for franchise and income taxes | 160,000 | |||||
Cash Flows from Financing Activities: | ||||||
Proceeds from business combination and private offering | 560,777,000 | 0 | ||||
Transaction costs related to business combination and private offering | (47,228,000) | 0 | ||||
Proceeds from exercise of stock options | 198,000 | 5,000 | ||||
Net cash provided by financing activities | 513,747,000 | 5,000 | 242,749,670 | |||
Proceeds from sale of Units, net of underwriting discounts paid | 236,670,000 | |||||
Proceeds from sale of Private Units | 6,180,000 | |||||
Proceeds from promissory note - related party | 80,808 | 43,340 | ||||
Repayment of promissory note - related party | (124,148) | |||||
Proceeds from advance from related party | 353,994 | |||||
Payment of offering costs | (80,808) | (373,516) | ||||
Net increase (decrease) in cash and cash equivalents | 444,781,000 | (5,949,000) | ||||
Beginning cash and cash equivalents | 24,624,000 | 46,637,000 | 46,637,000 | 46,637,000 | 46,637,000 | |
Ending cash and cash equivalents | 469,405,000 | 40,688,000 | 46,637,000 | 24,624,000 | ||
Supplemental disclosures of cash flow information: | ||||||
Cash paid for interest | ||||||
Cash paid for income taxes | ||||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||
Changes in purchases of property and equipment recorded in accounts payable and accrued liabilities | 215,000 | 19,000 | ||||
Offering costs included in accounts payable and accrued liabilities | $ 534,000 | |||||
Private placement of warrants acquired as part of merger | 3,014 | |||||
Right-of-use assets obtained in exchange for lease liability | $ 4,692,000 | |||||
Non-cash lease adoption | 1,665,000 | |||||
Net Change in Cash | 694 | |||||
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 24,624,000 | |||||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 469,405,000 | 24,624,000 | ||||
Non-Cash investing and financing activities: | ||||||
Issuance of Representative Shares | 1,087 | |||||
Deferred offering costs paid directly by Sponsor from proceeds from issuance of common stock to Sponsor | $ 25,000 | |||||
Initial classification of common stock subject to possible redemption | 236,971,370 | 236,971,370 | 236,971,370 | 236,971,370 | ||
Change in value of common stock subject to possible redemption | 1,231,558 | 955,051 | 797,624 | (2,928,968) | ||
Initial measurement of private warrants accounted for as liabilities | 423,330 | 423,330 | 423,330 | 423,330 | ||
Forfeiture of Representative Shares | (5) | |||||
Previously Reported [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Change in fair value of warrant liabilities | (6,180) | |||||
Changes in operating assets and liabilities: | ||||||
Net loss | 1,225,382 | 1,019,945 | 911,963 | (932,821) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Change in fair value of warrant liabilities | (6,180) | |||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | $ 694 | |||||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 694 | |||||
Non-Cash investing and financing activities: | ||||||
Initial classification of common stock subject to possible redemption | 237,394,700 | 237,394,700 | 237,394,700 | 237,394,700 | ||
Change in value of common stock subject to possible redemption | $ (1,225,378) | $ (1,019,941) | $ 911,954 | $ (932,828) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aeva Technologies, Inc. (f/k/a InterPrivate Acquisition Corp.) (the “Company”) was incorporated in Delaware on August 16, 2019. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one subsidiary, WLLY Merger Sub Corp., a wholly-owned subsidiary of the Company incorporated in Delaware on October 27, 2020 (“Merger Sub”). As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Aeva, Inc., a Delaware corporation (“Aeva”), as described in Note 8. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering were declared effective on February 3, 2020. On February 6, 2020, the Company consummated the Initial Public Offering of 21,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $210,000,000, which is described in Note 5. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 555,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to InterPrivate Acquisition Management LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $5,550,000, which is described in Note 6. Following the closing of the Initial Public Offering on February 6, 2020, an amount of $210,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States, which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 On February 7, 2020, the underwriters notified the Company of their intention to fully exercise their over-allotment option on February 10, 2020. As such, on February 10, 2020, the Company consummated the sale of an additional 3,150,000 Units, at $10.00 per Unit, and the sale of an additional 63,000 Private Units, at $10.00 per Private Unit, generating total gross proceeds of $32,130,000. A total of $31,500,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $241,500,000. Transaction costs amounted to $5,310,386 consisting of $4,830,000 of underwriting fees and $480,386 of other offering costs. In addition, $867,876 of cash was held outside of the Trust Account and was available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 7), Representative Shares (as defined in Note 10), Private Shares (as defined in Note 6) and any Public Shares purchased after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares, Representative Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination or amendment to the Amended and Restated Certificate of Incorporation, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, Representative Shares and Private Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until November 6, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period (and the Company’s stockholders do not approve an amendment to the Company’s amended and restated certificate of incorporation to extend such period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Insiders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for outstanding private placement warrants issued in connection with its initial public offering in February 2020 as components of equity rather than as derivative liabilities. In light of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued by the staff of the SEC issued on dated April 12, 2021 (the “SEC Staff Statement”), the Company’s management further evaluated the warrants under Accounting Standards Codification 815-40, 815-40”), Based on management’s evaluation, the Audit Committee, in consultation with management, concluded that the Company’s private placement warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40. As The Company’s accounting for the warrants as components of equity instead of as derivative liabilities has no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: As Previously Adjustments As Restated Consolidated Balance Sheet as of February 6, 2020 Warrant liabilities $ — $ 380,175 $ 380,175 Total Liabilities — 380,175 380,175 Common stock subject to redemption 205,894,700 (380,175 ) 205,514,525 Common stock 725 4 729 Additional paid-in 5,000,276 (4 ) 5,000,272 Number of common shares subject to redemption 20,589,470 (38,017 ) 20,551,453 Consolidated Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 2,419,470 $ 2,419,470 Total Liabilities 1,680,631 2,419,470 4,100,101 Common stock subject to redemption 236,461,872 (2,419,470 ) 234,042,402 Common stock 755 24 779 Additional paid-in 5,933,074 1,996,116 7,929,190 Accumulated deficit (933,821 ) (1,996,140 ) (2,929,961 ) Number of common shares subject to redemption 23,507,001 (240,524 ) 23,266,477 Consolidated Statements of Operations for the year ended December 31, 2020 Change in fair value of warrant liabilities $ — $ (1,996,140 ) $ (1,996,140 ) Other income (expense) 1,789,959 (1,996,140 ) (206,181 ) Loss before income taxes (733,056 ) (1,996,140 ) (2,729,196 ) Net loss (932,821 ) (1,996,140 ) (2,928,961 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 23,705,712 (86,304 ) 23,619,408 Basic and diluted weighted average shares outstanding, Common stock 7,214,461 77,792 7,292,253 Basic and diluted net loss per share, Common stock (0.32 ) (0.27 ) (0.59 ) Consolidated Statements of Cash Flows for year ended December 31, 2020 Cash Flows from Operating Activities: Net loss $ (932,821 ) $ (1,996,140 ) $ (2,928,961 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 1,996,140 1,996,140 Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption (932,828 ) (1,996,140 ) (2,928,968 ) Condensed Balance Sheets as of September 30, 2020 (unaudited) Warrant liabilities $ — $ 537,660 $ 537,660 Total Liabilities 202,600 537,660 740,260 Common stock subject to redemption 238,306,654 (537,660 ) 237,768,994 Common stock 736 6 742 Additional paid-in 4,088,311 114,324 4,202,635 Retained earnings 910,963 (114,330 ) 796,633 Number of common shares subject to redemption 23,691,356 (53,452 ) 23,637,904 Condensed Statements of Operations for the nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (114,330 ) $ (114,330 ) Other income, net 1,782,663 (114,330 ) 1,668,333 Income before income taxes 1,154,383 (114,330 ) 1,040,053 Net income 911,963 (114,330 ) 797,633 Weighted average shares outstanding, basic and diluted 7,164,018 84,676 7,248,694 Basic and diluted net loss per common share (0.07 ) (0.01 ) (0.08 ) Condensed Statements of Operations for three months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (49,440 ) $ (49,440 ) Other income, net 40,515 (49,440 ) (8,925 ) Loss before income taxes (136,686 ) (49,440 ) (186,126 ) Net loss (107,982 ) (49,440 ) (157,422 ) Weighted average shares outstanding, basic and diluted 7,537,344 (131,428 ) 7,405,916 Condensed Statements of Cash Flows for the nine months ended September 30, 2020 (unaudited) Cash Flows from Operating Activities: Net income $ 911,963 $ (114,330 ) $ 797,633 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — 114,330 114,330 Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption 911,954 (114,330 ) 797,624 Condensed Balance Sheets as of June 30, 2020 (unaudited) Warrant liabilities $ — $ 488,220 $ 488,220 Total Liabilities 479,807 488,220 968,027 Common stock subject to redemption 238,414,641 (488,220 ) 237,926,421 Common stock 736 5 741 Additional paid-in 3,980,324 64,885 4,045,209 Retained earnings 1,018,945 (64,890 ) 954,055 Number of common shares subject to redemption 23,698,156 (48,529 ) 23,649,627 Condensed Statements of Operations for the six months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (64,890 ) $ (64,890 ) Other income 1,742,148 (64,890 ) 1,677,258 Income before provision for income taxes 1,291,069 (64,890 ) 1,226,179 Net income 1,019,945 (64,890 ) 955,055 Weighted average shares outstanding, basic and diluted 7,065,753 103,077 7,168,830 Basic and diluted net loss per common share (0.05 ) (0.01 ) (0.06 ) Condensed Statements of Operations for the three months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (71,070 ) $ (71,070 ) Other income 52,277 (71,070 ) (18,793 ) Loss before provision for income taxes (260,048 ) (71,070 ) (331,118 ) Net loss (205,437 ) (71,070 ) (276,507 ) Weighted average shares outstanding, basic and diluted 7,347,667 41,538 7,389,205 Basic and diluted net loss per common share (0.04 ) (0.01 ) (0.05 ) Condensed Statements of Cash Flows for the six months ended June 30, 2020 (unaudited) Cash Flows from Operating Activities: Net income $ 1,019,945 $ (64,890 ) $ 955,055 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — 64,890 64,890 Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption (1,019,941 ) 1,974,992 955,051 Condensed Balance Sheets as of March 31, 2020 (unaudited) Warrant liabilities $ — $ 417,150 $ 417,150 Total Liabilities 391,453 417,150 808,603 Common stock subject to redemption 238,620,078 (417,150 ) 238,202,928 Common stock 735 4 739 Additional paid-in 3,774,888 (6,184 ) 3,768,704 Retained earnings 1,224,382 6,180 1,230,562 Number of common shares subject to redemption 23,707,833 (41,445 ) 23,666,388 Condensed Statements of Operations for the three months ended March 31, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ 6,180 $ 6,180 Other income 1,689,871 6,180 1,696,051 Income before provision for income taxes 1,551,117 6,180 1,557,297 Net income 1,225,382 6,180 1,231,562 Weighted average shares outstanding, basic and diluted 6,780,707 165,550 6,946,257 Condensed Statements of Cash Flows for the three months ended March 31, 2020 (unaudited) Cash Flows from Operating Activities: Net income $ 1,225,382 $ 6,180 $ 1,231,562 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (6,180 ) (6,180 ) Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption (1,225,378 ) 2,456,936 1,231,558 |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Liquidity And Going Concern Textual [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 3. LIQUIDITY AND GOING CONCERN As of December 31, 2020, the Company had $694 in its operating bank accounts, $243,129,959 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,314,085. As of December 31, 2020, approximately $1,630,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 6, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in money market funds, which primarily invest in U.S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company has evaluated the impact, if any, of the CARES Act on its financial position, and has determined there is no impact on its financial statements. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 787,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,384,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the year For the Period Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,724,446 $ — Less: interest available to be withdrawn for payment of taxes (347,291 ) Net income $ 1,377,155 $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 23,619,408 — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.06 $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (2,928,961 ) $ (1,000 ) Less: Net income allocable to Common stock subject to possible redemption (1,377,155 ) — Non-Redeemable $ (4,306,116 ) $ (1,000 ) Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, Common stock 7,292,253 6,337,784 Basic and diluted net loss per share, Common stock $ (0.59 ) $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Warrant Liabilities The Company accounts for the private placement warrants issued in connection with our initial public offering and the sale of Private Units in accordance with the guidance contained in ASC 815-40 re-measurement • The expected share-price volatility assumption is based on a blend of the implied volatilities of the Company’s public warrants and a set of comparable publicly-traded warrants for other similar companies. • The expected term of the warrants is assumed to be the expected period until the close of a Business Combination, and the contractual five-year term subsequently. • The risk-free interest rate is based on the U.S. Treasury rate for the applicable expected terms. • The dividend yield is based on the historical rate, which the Company anticipates to remain at zero. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 5. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 24,150,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 6. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 555,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,550,000. As a result of the underwriters’ election to fully exercise their over-allotment option on February 10, 2020, the Sponsor and EarlyBirdCapital purchased an additional 63,000 Private Units at a purchase price of $10.00 per Private Unit, for an aggregate purchase price of $630,000. The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Unit consists of one share of common stock (“Private Share”) and one-half |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7. RELATED PARTY TRANSACTIONS Founder Shares In August 2019, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On December 30, 2019, the Sponsor contributed an aggregate of 718,750 Founder Shares back to the Company’s capital for no additional consideration and in February 2020, the Company effected a dividend of 0.2 shares of common stock for each share of common stock outstanding, resulting in there being an aggregate of 6,037,500 Founder Shares outstanding. All share and per-share The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading Promissory Note — Related Party In September 2019, the Company issued an unsecured promissory note to InterPrivate Acquisition Management LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest Related Party Loans and Advances In addition, in order to finance transaction costs in connection with a Business Combination, the Insiders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. As of December 31, 2020, an affiliate of the Sponsor had advanced the Company an aggregate amount of $353,994. Subsequently, on January 29, 2021 the Company entered into a convertible promissory note agreement with this affiliate (the “Noteholder”) pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). Subsequent to January 29, 2021, the Company drew down the remaining amount available for borrowing under the Convertible Promissory Note. The Noteholder intends to convert such amount into 150,000 units of the Company at Closing. Such units will have terms identical to the terms of the Company’s Private Units (see Note 1 for a description of the Private Units) and will consist of (i) 150,000 shares of the Company’s common stock and (ii) warrants to purchase 75,000 shares of common stock at an exercise price of $11.50 per share, subject to adjustment). Administrative Support Agreement The Company entered into an agreement whereby, commencing on the February 3, 2020, through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, the Company will pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020, the Company incurred $110,000 in fees for these services, of which $10,000 are included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2020. Services Agreement The Company entered into an agreement whereby, commencing on the February 3, 2020, through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, the Company will pay its Vice President a $10,000 per month fee for assisting the Company in negotiating and consummating an initial Business Combination. For the year ended December 31, 2020, the Company incurred and paid $110,000 in fees for these services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 3, 2020, the holders of the Founder Shares and Representative Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $8,452,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 33% of the fee may be allocated at the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the Initial Public Offering that assist the Company in identifying and consummating a Business Combination. Business Combination Agreement On November 2, 2020, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Merger Sub, and Aeva, pursuant to which Merger Sub will be merged with and into Aeva (the “Merger”) with Aeva surviving the Merger as a direct wholly-owned subsidiary of the Company (the “Proposed Business Combination”). The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Proposed Business Combination and the transactions contemplated thereby. In connection with the closing of the Proposed Business Combination (the “Closing”), at the Effective Time, by virtue of the Merger, all shares of Aeva common stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive shares of the Company’s common stock, all outstanding Aeva options will be converted into options to purchase our common stock and all outstanding Aeva restricted stock units will be converted into InterPrivate restricted stock units. The aggregate number of shares of the Company’s common stock to be issued in the Proposed Business Combination will be equal to $1.7 billion plus the exercise price of all outstanding Aeva options, divided by $10,00. Following the Closing, the Company will own all the stock of Aeva and the Aeva stockholders as of immediately prior to the effective time of the Merger will hold a majority of the Company’s common stock. Estimated Transaction Expenses The Company estimates that it has incurred estimated transaction expenses payable at Closing totaling approximately $52 million, consisting of (i) approximately $16 million of placement agent fees and related expenses, (ii) financial and transaction advisory fees of approximately $16 million, (iii) a fee of 8,452,500 payable to EarlyBirdCapital under the business combination marketing agreement (see “ Business Combination Marketing Agreement” above The Closing is subject to certain conditions, including but not limited to the approval of the Company’s stockholders and Aeva’s stockholders of the Business Combination Agreement. The Business Combination Agreement may also be terminated by either party under certain circumstances including if the Business Combination has not occurred by March 31, 2021. Aeva has agreed to customary “no shop” obligations subject to a customary “fiduciary out,” and Aeva would be required to pay a termination fee in the amount of $68 million if the Business Combination Agreement is terminated under certain circumstances. Stockholder Support Agreement Also, on November 2, 2020, certain stockholders of Aeva holding the votes necessary to approve the Proposed Business Combination entered into a Stockholder Support Agreement with the Company (the “Stockholder Support Agreement”), pursuant to which, among other things, such stockholders have agreed to vote all of their shares of Aeva capital stock in favor of the approval and adoption of the Proposed Business Combination. Additionally, such stockholders have agreed not to (a) transfer any of their shares of Aeva capital stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. Registration Rights and Lock-Up Pursuant to the Business Combination Agreement and as a condition to the Closing, the Company, the Sponsor and EarlyBirdCapital (the “Original Holders”) and certain stockholders of Aeva (the “New Holders” and collectively with the Original Holders, the “Holders”) will enter into the Registration Rights and Lock-Up Pursuant to the terms of the Registration Rights and Lock-Up Lock-Up Subject to certain exceptions, the Registration Rights and Lock-Up locked-up one-hundred locked-up 30-day locked-up Subscription Agreements On November 2, 2020, the Company entered into subscription agreements with certain investors, pursuant to which the investors have agreed to purchase in the aggregate approximately 12,000,000 shares of common stock in a private placement for $10.00 per share (the “November 2020 PIPE”) for anticipated gross proceeds of approximately $120,000,000. The Company agreed to give certain registration rights to the November 2020 PIPE investors pursuant to the subscription agreements. On December 23, 2020, the Company entered into separate subscription agreements with an institutional accredited investor and its affiliates (collectively, the “Investors”) pursuant to which the Investors agreed to purchase an aggregate of approximately 16,168,478 shares of the Company’s common stock for an aggregate purchase price of approximately $200,000,000, consisting of a $150,000,000 tranche with a purchase price of $11.50 per share and a $50,000,000 tranche with a purchase price of $16.00 per share, in a private placement (collectively, the “December 2020 PIPE”). The investors who agreed to purchase December 2020 PIPE shares in the $150,000,000 tranche also entered into waiver and lockup agreements with the Company pursuant to which each agreed (1) to vote all shares of common stock held by such investor on the record date for the special meeting in favor of the proposal to approve the Proposed Business Combination, (2) not to submit any such shares of common stock for conversion in connection with such vote and (3) to a lock-up The purpose of the November 2020 PIPE and December 2020 PIPE is to raise additional capital for use in connection with the Proposed Business Combination, to meet the minimum cash requirements of the Company provided in the Business Combination Agreement and for use by the post-combination company following the Closing. The November 2020 PIPE and the December 2020 PIPE are conditioned on, among other customary closing conditions, the closing of the Proposed Business Combination. Legal proceedings On December 23, 2020, Brian Quarles, an alleged stockholder of the Company, filed a lawsuit against the Company, its directors, Merger Sub and Aeva in the Supreme Court of the State of New York, captioned Quarles v. InterPrivate Acquisition Corp., et al | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Leases In March 2018, the Company entered into a lease for office space located in Mountain View, California. In June 2020, the Company extended the term of the lease to June 30, 2023. The Company is using the facility for office, manufacturing and research and development purposes. In connection with the lease, the Company recognized an operating lease right-of-use In January 2021, the Company entered into a lease for office and research and development located in Milpitas, California. The lease term commenced in March 2021 and ends in April 2026. In connection with the lease, the Company recognized an operating lease right-of-use The weighted average incremental borrowing rate used to measure the operating lease liability is 5.25%. Operating lease cost for three months ended March 31, 2021, was $0.3 million and rent expense for the three months ended March 31, 2020, was $0.2 million. The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of March 31, 2021 (in thousands): Operating Leases Remainder of 2021 $ 1,083 2022 1,775 2023 1,436 2024 1,097 2025 1,130 Thereafter 384 Total minimum lease payments 6,906 Less: imputed interest (764 ) Total lease liability $ 6,142 Litigation From time to time, the Company is involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates. On December 23, 2020, an alleged stockholder of IPV, filed a lawsuit against IPV, its directors, WLLY Merger Sub Corp. and Aeva, Inc. in the Supreme Court of the State of New York, captioned Quarles v. InterPrivate Acquisition Corp. The complaint alleged that InterPrivate’s directors caused materially misleading and incomplete information to be disseminated to IPV’s public stockholders and that IPV, WLLY Merger Sub Corp. and the Company aided and abetted the directors’ breach of their fiduciary duties. The complaint sought, among other things, (1) injunctive relief enjoining IPV, its directors, WLLY Merger Sub Corp. and Aeva, Inc. and persons acting in concert with them from proceeding with, consummating or closing the Business Combination; (2) rescission of the consummation of the Business Combination if consummated or rescissory damages; (3) injunctive relief directing the defendants to disseminate a registration statement that does not omit material information or contain alleged untrue statements of material fact; (4) declaratory judgment that the individual defendants violated their fiduciary duties; (5) an award of plaintiff’s expenses and attorney’s fees; and (6) other equitable relief. This matter has been voluntarily dismissed against all parties. On January 20, 2021, Michael Anello, an alleged stockholder of the Company, filed a lawsuit against the Company and its directors in the United States District Court for the Southern District of New York, captioned Anello v. InterPrivate Acquisition Corp., et al. 1:21-cv-00505. S-4 S-4 Indemnifications In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees, (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations. |
PRIVATE WARRANTS
PRIVATE WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
PRIVATE WARRANTS | NOTE 9. PRIVATE WARRANTS The Private Warrants are identical to the Public Warrants (see Note 10) underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY | Note 9. Capital Structure As of March 31, 2021, the Company had authorized a total of 432,000,000 shares for issuance, with 422,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock. As discussed in Note 2, Business Combination Prior to the Business Combination, Aeva had shares of $0.001 par value Series Seed, Series A, Series A-1, pre-combination March 12, 2021 (Closing Date) Preferred Conversion Common Series Seed Convertible Preferred Stock (pre-combination) 3,198,556 9.07659 29,031,982 Series A Convertible Preferred Stock (pre-combination) 2,851,057 9.07659 25,877,876 Series B Convertible Preferred Stock (pre-combination) 1,032,888 9.07659 9,375,100 Series B-1 (pre-combination) 1,524,279 9.07659 13,835,256 Total 8,606,780 78,120,214 Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of March 31, 2021, no shares of preferred stock were issued and outstanding. Warrants As of March 31, 2021, the Company had 12,075,000 public and 384,000 private warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share. | NOTE 10. STOCKHOLDERS’ EQUITY Preferred Stock — Common Stock Public Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. 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 shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Representative Shares In September 2019, the Company issued to the designees of EarlyBirdCapital 250,000 shares of common stock (the “Representative Shares”) (after giving effect to a contribution back to the Company’s capital for no additional consideration of an aggregate of 50,000 shares EarlyBirdCapital received as a result of the dividend effectuated by the Company in February 2020). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,087 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up |
INCOME TAX
INCOME TAX | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | Note 12. Income Taxes Components of Income Before Taxes For financial reporting purposes, income before income taxes includes the following components (in thousand): Three Months Ended 2021 2020 Domestic $ (19,458 ) $ (6,852 ) Foreign — — Income (loss) before income taxes $ (19,458 ) $ (6,852 ) There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the three months ended March 31, 2021 and March 31, 2020, the Company recognized no provision for income taxes. Utilization of net operating loss carryforwards, tax credits and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions | NOTE 11. INCOME TAX The Company’s net deferred tax asset at December 31, 2020 and 2019 as follows: December 31, December 31, 2020 2019 Deferred tax asset Net operating loss carryforward $ — $ 210 Total deferred tax assets — 210 Valuation Allowance — (210 ) Deferred tax asset $ — $ — The income tax provision for the year ended December 31, 2020 and for the period from August 16, 2019 (inception) through December 31, 2019 consists of the following: December 31, December 31, 2020 2019 Federal Current $ 199,765 $ — Deferred 210 (210 ) State and Local Current — — Deferred — — Change in valuation allowance (210 ) 210 Income tax provision $ 199,765 $ — As of December 31, 2020 and 2019, the Company had $0 and $1,000 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020, the valuation allowance decreased by $210. For the period from August 16, 2019 (inception) through December 31, 2019, the change in the valuation allowance increased by $210. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Business combination expenses (13.0 )% 0.0 % Change in fair value of warrant liabilities (15.4 )% — Valuation allowance 0.1 % (21.0 )% Income tax provision (7.3 )% 0.0 % The Company’s effective tax rate differs from the U.S. statutory rate primarily due to the business combination expenses and recognition of gain or loss from the change in the fair value of warrant liabilities, which is not deductible for tax purposes. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for since inception remain open and subject to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | Note 4. Financial Instruments The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: March 31, 2021 Adjusted Unrealized Fair Value Cash and Marketable (in thousands) Assets Cash $ 5,725 $ — $ 5,725 $ 5,725 $ — Level 1 Money market funds 434,984 — 434,984 434,984 — Level 2 U.S. Government securities 5,089 (1 ) 5,088 — 5,088 Commercial paper 59,967 (11 ) 59,956 28,696 31,260 Corporate bonds 17,141 (17 ) 17,124 — 17,124 Subtotal 82,197 (29 ) 82,168 28,696 53,472 Total assets $ 522,906 $ (29 ) $ 522,877 $ 469,405 $ 53,472 Liabilities Level 3 Warrant liabilities 2,346 — 2,346 — — Total liabilities $ 2,346 $ — $ 2,346 $ — $ — As of December 31, 2020, the Company did not have any outstanding marketable securities. The fair value of the Private Placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: March 31, 2021 Private Placement (in thousands) Fair value as of January 1, 2021 $ — Private placement warrant liability acquired as part of the merger $ 3,014 Change in the fair value included in other income (expense), net $ (668 ) Fair value as of March 31, 2021 $ 2,346 The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: March 31, March 12, Expected term (years) 4.9 5.0 Expected volatility 62.6 % 70.0 % Risk-free interest rate 0.90 % 0.85 % Exercise Price $ 11.50 $ 11.50 | NOTE 12. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 243,129,959 Liabilities: Warrant liabilities 3 2,419,470 Warrants: The Company has determined that private warrants issued in connection with its initial public offering and the sale of Private Units in February 2020 are subject to treatment as a liability. The Company utilizes Black-Scholes option pricing model to value the private warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. The key inputs in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. • The expected share-price volatility assumption is based on a blend of the implied volatilities of the Company’s public warrants and a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected term of the warrants is assumed to be the expected period until the close of a business combination, and the contractual five-year term subsequently. Subsequent to an increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The risk-free interest rate is based on U.S. Treasury rate for expected terms. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The dividend yield is based on the historical rate, which the Company anticipates to remain at zero. The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: Input February 6, March 31, 2020 June 30, 2020 September 30, 2020 December 31, Risk-free interest rate 1.47 % 0.41 % 0.34 % 0.33 % 0.40 % Expected term (years) 5.5 5.5 5.5 5.5 5.3 Expected volatility 18.9 % 21.5 % 22.4 % 23.7 % 55.1 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 The private warrants were classified as Level 3 at the respective measurement dates due to the use of unobservable expected share-price volatility input. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. Based on the inputs noted above, the Company determined that the fair value of the warrant liabilities upon their issuance on February 6, 2020 was $380,175. Subsequently, as of March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020 the fair value of the warrant liabilities were $417,150, $488,220, $537,660 and $2,419,470 respectively. The change in fair value of the warrant liabilities for the period from February 6, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant Fair value as of February 6, 2020 (inception) $ — Initial measurement on February 6, 2020 (1) 423,330 Change in fair value of warrant liabilities (6,180 ) Fair value as of March 31, 2020 417,150 Change in fair value of warrant liabilities 71,070 Fair value as of June 30, 2020 488,220 Change in fair value of warrant liabilities 49,440 Fair value as of September 30, 2020 537,660 Change in fair value of warrant liabilities 1,881,810 Fair value as of December 31, 2020 $ 2,419,470 (1) Includes 277,500 warrants issued on February 6, 2020 and 31,500 warrants issued on February 10, 2020 as a result of the Over-Allotment Private Placement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note 15. Subsequent Events In preparing the audited financial statements, the Company has evaluated subsequent events through June 2, 2021, which is the date the audited financial statements were available for issuance. | NOTE 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Private Placement On January 4, 2021, the Company entered into subscription agreements with an institutional accredited investor and its affiliated investment vehicles for an aggregate $200 million investment in a Private Placement. The closing of the Private Placement is conditioned on the closing of the Merger. Legal Proceedings On January 20, 2021, Michael Anello, an alleged stockholder of the Company, filed a lawsuit against the Company and its directors in the United States District Court for the Southern District of New York, captioned Anello v. InterPrivate Acquisition Corp., et al. Related Party Loans As described in Note 7 under the heading “Related Party Loans and Advances,” Subsequent to December 31, 2020, the Company drew down the remaining amount available for borrowing under the Convertible Promissory Note. The Noteholder intends to convert such amount into 150,000 units of the Company at Closing. Such units will have terms identical to the terms of the Company’s Private Units (see Note 1 for a description of the Private Units). Consummation of the Proposed Business Combination On March 12, 2021 (the “Closing Date”), the Company consummated the previously announced business combination pursuant to the terms of the Business Combination Agreement, dated as of November 2, 2020, by and among the Company, Merger Sub and Aeva. As a result of the proposed business combination, the Company was renamed to Aeva Technologies, Inc . Immediately prior to the closing of the Proposed Business Combination, each issued and outstanding share of Aeva’s redeemable, convertible preferred stock, was converted into shares of common stock based on a one-to-one ratio. Upon the consummation of the Proposed Business Combination, each share of Aeva common stock issued and outstanding was canceled and converted into the right to receive 9.08 shares (the “Exchange Ratio”) of the Company’s common stock. In connection with the closing of the Proposed Business Combination, a number of investors purchased from the Company an aggregate of 28,318,478 shares of common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, $11.50 per share or $16.00 per share, as applicable for an aggregate purchase price of $320.0 million pursuant to separate subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Proposed Business Combination. In addition, at the Closing Date, the Sponsor exercised its right to convert the working capital loans made by the Sponsor to the Company into an additional 75,000 Private Warrants and 150,000 shares of common stock to an affiliate of the Sponsor in satisfaction of $1.5 million principal amount of such loans. |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip InterPrivate Acquisition Corp. (“IPV”), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company. On March 12, 2021 (the “Closing Date”), IPV consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. (the “pre-combination pre-combination The Company’s common stock and warrants are now listed on the New York Stock Exchange stock market under the symbols “AEVA” and “AEVA.WS”. Unless the context otherwise requires, “we,” “us,” “our,” “Aeva,” and the “Company” refers to Aeva Technologies Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. Unaudited Interim Financial Statements The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination • the equity holders of the pre-combination • the board of directors of the pre-combination • the senior management of the pre-combination • the operations of the pre-combination In connection with the Business Combination, outstanding capital stock of the pre-combination pre-combination pre-combination Principal of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination and issuances of stock. As of March 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $522.9 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $80.5 million as of March 31, 2021. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of products. Management believes that existing cash and cash equivalents and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. Future capital may be required to grow the business, however, and this will depend on many factors, including sales volume, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. From time to time, the Company may seek to raise additional funds through debt or equity issuances. If we are unable to raise additional capital when desired and on reasonable terms, the business, results of operations, and financial condition could be adversely affected. The Company’s long-term success is dependent upon its ability to successfully market its products and services; generate revenue; maintain or reduce its operating costs and expenses; meet its obligations; obtain additional capital when needed; and, ultimately, achieve profitable operations. Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early-stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. The COVID-19 COVID-19 COVID-19. COVID-19 Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. Risks associated with cash and cash equivalents are mitigated by banking with creditworthy institutions and the Company’s marketable securities have investment-grade ratings when purchased. The Company’s accounts receivable are derived from customers located in the US, Asia, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral. As of March 31, 2021, two customers accounted for 78% of the accounts receivable. As of December 31, 2020, one customer accounted for 68% of accounts receivable. As of March 31, 2021, two vendors accounted for 28% of accounts payable. As of December 31, 2020, two vendors accounted for 62% of accounts payable. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include valuation allowance for deferred tax assets, stock-based compensation, useful lives of property and equipment, incremental borrowing rate for leases, and the valuation of the private warrants. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s financial condition and results of operations. Fair Value of Financial Instruments The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Level 2 – Level 3 – Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases right-of-use The lease liability is determined as the present value of future lease payments using an incremental borrowing rate that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use Rent expense for the operating lease is recognized on a straight-line basis over the lease term and is included in operating expenses on the condensed consolidated statements of operations and comprehensive loss. Variable lease payments include lease operating expenses. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease Cash, Cash Equivalent and Marketable Securities The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Marketable securities have been classified as available-for-sale The Company evaluates, on a quarterly basis, its marketable securities for potential impairment. For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others. If credit loss exists, the Company assess whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable security before recovery of its amortized cost basis. If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net. If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income, net. Any portion of the unrealized loss that is not a result of a credit loss, is recognized in other comprehensive income. Realized gains and losses, if any, on marketable securities are included in other income, net. The cost of investments sold is based on the specific identification method. Interest on marketable securities is included in interest income. Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. On March 31, 2021, and December 31, 2020, the Company did not have an allowance for doubtful accounts or write-offs. Inventories Inventories consist of raw materials and supplies, work in process, and finished goods. Inventories are stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out Deferred Transaction Costs The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination. In March 2021, upon the completion of the Business Combination, all deferred costs were offset against the proceeds from the Business Combination and the PIPE financing. Property, Plant, and Equipment Property, plant, and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Assets are held as construction in progress until placed into service, upon which date the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the Company’s assets are as follows: Estimated useful lives Computer equipment 3 years Lab equipment 5 years Testing equipment 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Furniture and fixtures 5 years Expenditures for repairs and maintenance are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. Product Warranty The Company may provide a warranty on its products of six months or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Provision for product warranties was immaterial for all periods presented. Revenue Recognition The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of automotive perception solution to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. The Company typically provides a warranty of six months or less on its products. If the warranty period is sold or extended beyond the standard term, revenue related to the extended warranty is recognized ratably over the related extended warranty period. For certain custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an input that faithfully depicts transfer of control of the goods or services to the customer. Amounts billed to customers for shipping and handling are included in revenue. Some of the Company’s arrangements provide software embedded in hardware, and promises to update the Company’s software represent immaterial promises in contracts with customers. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the contract. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. Other Policies, Judgments and Practical Expedients Right of return. Contract balances. Remaining performance obligations. Significant financing component. Contract modifications. catch-up Judgments and estimates. cost-to-cost catch-up catch-up Cost of Revenue The cost of revenue principally includes direct material, direct labor, and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation. Cost of revenue also includes the direct cost and appropriate allocation of overheads involved in the execution of service contracts. Research and Development Research and development expenses consist primarily of payroll expenses, consulting and contractor expenses, allocated overhead costs, and tooling and prototype materials to the extent no future benefit is expected. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. To date, research and development expenses have been expensed as incurred and included in the statements of operations. Stock-based Compensation The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The Black-Scholes pricing model requires the use of subjective assumptions including the option’s expected term, the volatility of the underlying stock, the fair value of the stock, and the risk-free rate. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. The fair value of the stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. Income Taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning The Company records uncertain tax positions in accordance with Topic 740 on the basis of a two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations. Accrued interest and penalties are included on the related tax liability line in the balance sheet. Commitments and 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 within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. Foreign Currency Translation Gains and losses resulting from foreign exchange transactions are included in other income (expense) in the statements of operations. Net foreign exchange gain (loss) recorded in the Company’s statements of operations was immaterial for all periods. Net Loss Attributable Per Share to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the Company’s net loss attributable per share to common stockholders by the weighted-average number of common shares used in the loss per share calculation during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities, including stock options and restricted stock units. Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive. Warrant Liabilities The Company accounts for the private placement warrants issued in connection with our initial public offering in accordance with the guidance contained in ASC 815-40 re-measurement • The expected share-price volatility assumption is based on a blend of the implied volatilities of the Company’s public warrants and a set of comparable publicly traded warrants for other similar companies. • The expected term of the warrants is assumed to be the expected period until the close of a Business Combination, and the contractual five-year term subsequently. • The risk-free interest rate is based on the U.S. Treasury rate for the applicable expected terms. • The dividend yield is based on the historical rate, which the Company anticipates to remain at zero. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, 2016-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, 2016-02 right-of-use right-of-use 2016-02 2016-02 In December 2019, the FASB issued ASU No. 2019-12, No. 2019-12 |
Reverse Capitalization
Reverse Capitalization | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Reverse Capitalization | Note 2. Reverse Capitalization On March 12, 2021, Aeva, Inc. and IPV consummated the merger contemplated by the BCA, with Aeva, Inc. surviving the merger as a wholly-owned subsidiary of IPV. As part of the consummation of the merger, IPV changed its name to Aeva Technologies, Inc. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 432,000,000 shares, of which 422,000,000 shares were designated common stock, $0.0001 par value per share, and of which 10,000,000 shares were designated preferred stock, $0.0001 par value per share. Immediately prior to the closing of the Business Combination, each issued and outstanding share of Aeva, Inc.’s redeemable, convertible preferred stock, was converted into shares of common stock based on a one-to-one Upon the consummation of the Business Combination, each share of Aeva, Inc. common stock issued and outstanding was canceled and converted into the right to receive 9.07659 shares (the “Exchange Ratio”) of the Company’s common stock (the “Per Share Merger Consideration”). Outstanding stock options, whether vested or unvested, to purchase shares of Aeva, Inc. common stock granted under the 2016 Plan (“Legacy Options”) (see Note 11) converted into stock options for shares of the Company’s common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio. Outstanding warrants to purchase shares of common stock remained outstanding after the closing of the Business Combination. The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. In connection with the Business Combination, • certain IPV shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 30,874 shares of IPV common stock for gross redemption payments of $0.3 million; and • a number of investors purchased from the Company an aggregate of 28,318,478 shares of common stock (the “PIPE Shares”), for a purchase price of $10.00 per share, $11.50 per share or $16.00 per share, as applicable for an aggregate purchase price of $320.0 million pursuant to separate subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Business Combination. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $48.0 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, IPV was treated as the “acquired” company for financial reporting purposes. See Note 1 “Description of Business and Summary of Significant Accounting Policies” for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Aeva, Inc. issuing stock for the net assets of IPV, accompanied by a recapitalization. The net assets of IPV are stated at historical cost, with no goodwill or intangible assets recorded. Prior to the Business Combination, Aeva, Inc., and IPV filed separate standalone federal, state and local income tax returns. As a result of the Business Combination Aeva, Inc. will file a consolidated income tax return. Although, for legal purposes, IPV acquired Aeva, Inc., and the transaction represents a reverse acquisition for federal income tax purposes. IPV will be the parent of the consolidated group with Aeva, Inc. as a subsidiary, but in the year of the closing of the Business Combination, Aeva, Inc. will file a full-year tax return with IPV joining in the return the day after the Closing Date. Upon closing of the Business Combination, the Company received gross proceeds of $560.8 million from the Business Combination and PIPE financing, offset by offerings costs of $48.0 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the quarter ended March 31, 2021 (in thousands): Cash – InterPrivate’s trust and cash (net of redemption) $ 240,777 Cash – Private offering 320,000 Less: transaction costs and advisory fees paid (47,983 ) Net Business Combination and Private Offering $ 512,794 The number of shares of common stock issued immediately following the consummation of the Business Combination were: Common stock, outstanding prior to Business Combination 24,150,000 Less: redemption of IPV shares (30,874 ) Common stock of IPV Corp 24,119,126 IPV founder shares 6,905,500 Shares issued in PIPE 28,318,478 Business Combination and PIPE shares 59,343,104 Legacy Aeva shares (1) 152,066,648 Total shares of common stock immediately after Business Combination 211,409,752 Aeva exercise of warrants — Total shares of common stock at March 12, 2021 211,409,752 (1) The number of Legacy Aeva shares was determined as follows: Aeva Aeva shares, Balance at December 31, 2019 8,031,018 72,894,258 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2019 8,606,780 78,120,214 Exercise of common stock options – 2020 38,675 351,037 Exercise of common stock options – 2021 (pre-Closing) 77,247 701,139 Total 152,066,648 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 3. Revenue Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time Three Months Ended March 31, 2021 2020 Revenue % of Revenue % of Revenue by primary geographical market: North America $ 201 65 % $ 135 26 % Europe 15 5 % 392 74 % Asia 92 30 % — — Total $ 308 100 % $ 527 100 % Revenue by timing of recognition: Recognized at a point in time $ 293 95 % $ 135 26 % Recognized over time 15 5 % 392 74 % Total $ 308 100 % $ 527 100 % Contract Assets and Contract Liabilities As of March 31, 2021, and December 31, 2020, the Company had contract assets of $0.6 million, recognized in other current assets, and contract liabilities of $0.1 million, recognized in other current liabilities. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories Inventories consist of the following (in thousands): March 31, December 31, Raw materials $ 927 $ 586 Work-in-progress 160 73 Finished goods 442 560 Total inventory $ 1,529 $ 1,219 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 6. Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands): March 31, December 31, Computer equipment $ 858 $ 658 Lab equipment 1,329 1,324 Testing equipment 379 313 Leasehold improvements 796 765 Construction in progress 565 — Furniture and fixtures 401 401 Software 16 — Total property, plant and equipment $ 4,344 $ 3,461 Less: accumulated depreciation (2,063 ) (1,847 ) Total property, plant and equipment, net $ 2,281 $ 1,614 Depreciation related to property, plant and equipment was $0.2 million and $0.2 million for the three months ended March 31, 2021, and March 31, 2020, respectively. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 7. Other current assets March 31, December 31, Deferred transaction costs $ — $ 3,041 Prepaid expenses 919 1,105 Contract assets 626 626 Vendor deposits 445 198 Other current assets 53 — Total other current assets $ 2,043 $ 4,970 |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Current [Abstract] | |
Other Current Liabilities | Note 8. Other current liabilities March 31, December 31, Sales tax payable $ 217 $ 180 Contract liabilities 36 51 Other current liabilities 31 44 Total other current liabilities $ 284 $ 275 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 10. Earnings Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data): Three Months Ended March 31, 2021 2020 Numerator: Net Loss $ (19,458 ) $ (6,852 ) Net loss attributable per share to common stockholders (19,458 ) (6,852 ) Denominator: Weighted average shares of common stock outstanding – Basic 163,955,593 135,039,812 Dilutive effect of potential common stock — — Weighted average shares of common stock outstanding – Diluted 163,955,593 135,039,812 Net loss per share attributable to common stockholders – Basic and Diluted $ (0.12 ) $ (0.05 ) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive: Three Months Ended 2021 2020 Common stock options issued and outstanding 17,073,617 18,242,577 Restricted stock — 13,079,520 Restricted stock units 1,435,217 — Total 18,508,834 31,322,097 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | Note 11. Stock-based Compensation Stock Options The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options and non-qualified Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified ten-year The fair value of stock option awards was determined on the grant date using the Black-Scholes option-pricing model. During the three months ended March 31, 2021, the Company granted no new options. The assumptions for the Black-Scholes model for the three months ended March 31, 2020, were as follows: Three Months Ended Expected term (years) (1) 5.79 - 6.02 Expected volatility (2) 43.5% - 44.6% Common stock value 14.32 - 14.50 Risk-free interest rate (3) 1.20% - 1.60% Dividend yield (4) 0% (1) Expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Expected volatility was estimated based on comparable companies’ reported volatilities. (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. A summary of the Company’s stock option activity for three months ended March 31, 2021, is as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 17,801,986 $ 0.36 8.27 $ 140,560 Granted — — — Exercised (701,139 ) 0.28 — — Forfeited (27,230 ) 0.55 — Expired — — — Outstanding as of March 31, 2021 17,073,617 0.36 8.04 191,876 Vested and exercisable as of March 31, 2021 10,571,302 0.28 7.67 119,671 Vested and expected to vest as of March 31, 2021 17,073,617 0.36 8.04 $ 191,876 As of March 31, 2021, the Company had $7.5 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.53 years. As of March 31, 2021, the Company recognized $1.1 million of the additional compensation expense for certain stock option grants that had a performance vesting condition that was satisfied as of the Closing. Restricted Stock Units The following table summarizes our restricted stock unit (“RSU”) activity which includes performance-based RSUs for the three months ended March 31, 2021: Shares Weighted Average Outstanding as of December 31, 2020 1,536,195 $ 7.74 Granted 31,196 7.74 Released (41,408 ) 7.74 Forfeited (90,766 ) 7.74 Outstanding as of March 31, 2021 1,435,217 $ 7.74 As of March 31, 2021, the Company had $2.7 million of stock-based compensation expense related to the restricted stock units. As of March 31, 2021, the Company had $8.7 million of unrecognized stock-based compensation expense related to the restricted stock units. This cost is expected to be recognized over a weighted average period of 1.86 years. On the closing, the liquidity event-related vesting condition applicable to RSUs granted by Aeva, Inc. was satisfied. As a result, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The vesting of these outstanding RSUs resulted in approximately $2.7 million of incremental stock-based compensation expense during the three months ended March 31, 2021. Compensation expense Total stock-based compensation expense by function was as follows (in thousands): Three Months Ended 2021 2020 Cost of revenue $ — $ 28 Research and development expenses 1,796 518 Sales and marketing expenses 21 — General and administrative expenses 2,696 335 Total $ 4,513 $ 881 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 14. Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision-maker (“CODM”), consisting of the Company’s chief executive officer and the Company’s chief technology officer as a group, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the financial statements. For the three months ended March 31, 2021, five customers accounted for 30%, 29%, 12%, 12%, and 11%, respectively, of the Company’s revenue. For the three months ended March 31, 2020, three customers accounted for 74%, 15%, and 10%, respectively, of the Company’s revenue. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip InterPrivate Acquisition Corp. (“IPV”), the Company’s predecessor, was originally incorporated in Delaware as a special purpose acquisition company. On March 12, 2021 (the “Closing Date”), IPV consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. (the “pre-combination pre-combination The Company’s common stock and warrants are now listed on the New York Stock Exchange stock market under the symbols “AEVA” and “AEVA.WS”. Unless the context otherwise requires, “we,” “us,” “our,” “Aeva,” and the “Company” refers to Aeva Technologies Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 2 for further discussion of the Business Combination. | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. | |
Basis of Presentation | Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination • the equity holders of the pre-combination • the board of directors of the pre-combination • the senior management of the pre-combination • the operations of the pre-combination In connection with the Business Combination, outstanding capital stock of the pre-combination pre-combination pre-combination | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principal of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has funded its operations primarily through the Business Combination and issuances of stock. As of March 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $522.9 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $80.5 million as of March 31, 2021. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of products. Management believes that existing cash and cash equivalents and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. Future capital may be required to grow the business, however, and this will depend on many factors, including sales volume, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. From time to time, the Company may seek to raise additional funds through debt or equity issuances. If we are unable to raise additional capital when desired and on reasonable terms, the business, results of operations, and financial condition could be adversely affected. The Company’s long-term success is dependent upon its ability to successfully market its products and services; generate revenue; maintain or reduce its operating costs and expenses; meet its obligations; obtain additional capital when needed; and, ultimately, achieve profitable operations. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early-stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. The COVID-19 COVID-19 COVID-19. COVID-19 | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. Risks associated with cash and cash equivalents are mitigated by banking with creditworthy institutions and the Company’s marketable securities have investment-grade ratings when purchased. The Company’s accounts receivable are derived from customers located in the US, Asia, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral. As of March 31, 2021, two customers accounted for 78% of the accounts receivable. As of December 31, 2020, one customer accounted for 68% of accounts receivable. As of March 31, 2021, two vendors accounted for 28% of accounts payable. As of December 31, 2020, two vendors accounted for 62% of accounts payable. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include valuation allowance for deferred tax assets, stock-based compensation, useful lives of property and equipment, incremental borrowing rate for leases, and the valuation of the private warrants. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s financial condition and results of operations. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Level 2 – Level 3 – | |
Leases | Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases right-of-use The lease liability is determined as the present value of future lease payments using an incremental borrowing rate that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use Rent expense for the operating lease is recognized on a straight-line basis over the lease term and is included in operating expenses on the condensed consolidated statements of operations and comprehensive loss. Variable lease payments include lease operating expenses. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease | |
Cash and Cash Equivalents | Cash, Cash Equivalent and Marketable Securities The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Marketable securities have been classified as available-for-sale The Company evaluates, on a quarterly basis, its marketable securities for potential impairment. For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others. If credit loss exists, the Company assess whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable security before recovery of its amortized cost basis. If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net. If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income, net. Any portion of the unrealized loss that is not a result of a credit loss, is recognized in other comprehensive income. Realized gains and losses, if any, on marketable securities are included in other income, net. The cost of investments sold is based on the specific identification method. Interest on marketable securities is included in interest income. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. On March 31, 2021, and December 31, 2020, the Company did not have an allowance for doubtful accounts or write-offs. | |
Inventories | Inventories Inventories consist of raw materials and supplies, work in process, and finished goods. Inventories are stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out | |
Deferred Transaction Costs | Deferred Transaction Costs The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination. In March 2021, upon the completion of the Business Combination, all deferred costs were offset against the proceeds from the Business Combination and the PIPE financing. | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Assets are held as construction in progress until placed into service, upon which date the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the Company’s assets are as follows: Estimated useful lives Computer equipment 3 years Lab equipment 5 years Testing equipment 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Furniture and fixtures 5 years Expenditures for repairs and maintenance are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. | |
Product Warranty | Product Warranty The Company may provide a warranty on its products of six months or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Provision for product warranties was immaterial for all periods presented. | |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Nature of Products and Services and Revenue Recognition The majority of the Company’s revenue comes from product sales of automotive perception solution to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. The Company typically provides a warranty of six months or less on its products. If the warranty period is sold or extended beyond the standard term, revenue related to the extended warranty is recognized ratably over the related extended warranty period. For certain custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an input that faithfully depicts transfer of control of the goods or services to the customer. Amounts billed to customers for shipping and handling are included in revenue. Some of the Company’s arrangements provide software embedded in hardware, and promises to update the Company’s software represent immaterial promises in contracts with customers. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Arrangements with Multiple Performance Obligations When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the contract. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. Other Policies, Judgments and Practical Expedients Right of return. Contract balances. Remaining performance obligations. Significant financing component. Contract modifications. catch-up Judgments and estimates. cost-to-cost catch-up catch-up | |
Cost of Revenue | Cost of Revenue The cost of revenue principally includes direct material, direct labor, and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation. Cost of revenue also includes the direct cost and appropriate allocation of overheads involved in the execution of service contracts. | |
Research and Development | Research and Development Research and development expenses consist primarily of payroll expenses, consulting and contractor expenses, allocated overhead costs, and tooling and prototype materials to the extent no future benefit is expected. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. To date, research and development expenses have been expensed as incurred and included in the statements of operations. | |
Stock-based Compensation | Stock-based Compensation The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The Black-Scholes pricing model requires the use of subjective assumptions including the option’s expected term, the volatility of the underlying stock, the fair value of the stock, and the risk-free rate. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. The fair value of the stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning The Company records uncertain tax positions in accordance with Topic 740 on the basis of a two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations. Accrued interest and penalties are included on the related tax liability line in the balance sheet. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company has evaluated the impact, if any, of the CARES Act on its financial position, and has determined there is no impact on its financial statements. |
Commitments and Contingencies | Commitments and 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 within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
Foreign Currency Translation | Foreign Currency Translation Gains and losses resulting from foreign exchange transactions are included in other income (expense) in the statements of operations. Net foreign exchange gain (loss) recorded in the Company’s statements of operations was immaterial for all periods. | |
Net Income (Loss) Per Share | Net Loss Attributable Per Share to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the Company’s net loss attributable per share to common stockholders by the weighted-average number of common shares used in the loss per share calculation during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities, including stock options and restricted stock units. Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive. | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 787,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,384,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. Table of Contents The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the year For the Period Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,724,446 $ — Less: interest available to be withdrawn for payment of taxes (347,291 ) Net income $ 1,377,155 $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 23,619,408 — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.06 $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (2,928,961 ) $ (1,000 ) Less: Net income allocable to Common stock subject to possible redemption (1,377,155 ) — Non-Redeemable $ (4,306,116 ) $ (1,000 ) Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, Common stock 7,292,253 6,337,784 Basic and diluted net loss per share, Common stock $ (0.59 ) $ (0.00 ) |
Warrant Liabilities | Warrant Liabilities The Company accounts for the private placement warrants issued in connection with our initial public offering in accordance with the guidance contained in ASC 815-40 re-measurement • The expected share-price volatility assumption is based on a blend of the implied volatilities of the Company’s public warrants and a set of comparable publicly traded warrants for other similar companies. • The expected term of the warrants is assumed to be the expected period until the close of a Business Combination, and the contractual five-year term subsequently. • The risk-free interest rate is based on the U.S. Treasury rate for the applicable expected terms. • The dividend yield is based on the historical rate, which the Company anticipates to remain at zero. | |
Recent Accounting Standards | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, 2016-13 In December 2019, the FASB issued ASU 2019-12, 2019-12 Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, 2016-02 right-of-use right-of-use 2016-02 2016-02 In December 2019, the FASB issued ASU No. 2019-12, No. 2019-12 | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in money market funds, which primarily invest in U.S. Treasury securities. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. | |
Warrant Liabilities | Warrant Liabilities The Company accounts for the private placement warrants issued in connection with our initial public offering and the sale of Private Units in accordance with the guidance contained in ASC 815-40 re-measurement • The expected share-price volatility assumption is based on a blend of the implied volatilities of the Company’s public warrants and a set of comparable publicly-traded warrants for other similar companies. • The expected term of the warrants is assumed to be the expected period until the close of a Business Combination, and the contractual five-year term subsequently. • The risk-free interest rate is based on the U.S. Treasury rate for the applicable expected terms. • The dividend yield is based on the historical rate, which the Company anticipates to remain at zero. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Effect of Restatement Financial Statement | The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: As Previously Adjustments As Restated Consolidated Balance Sheet as of February 6, 2020 Warrant liabilities $ — $ 380,175 $ 380,175 Total Liabilities — 380,175 380,175 Common stock subject to redemption 205,894,700 (380,175 ) 205,514,525 Common stock 725 4 729 Additional paid-in 5,000,276 (4 ) 5,000,272 Number of common shares subject to redemption 20,589,470 (38,017 ) 20,551,453 Consolidated Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 2,419,470 $ 2,419,470 Total Liabilities 1,680,631 2,419,470 4,100,101 Common stock subject to redemption 236,461,872 (2,419,470 ) 234,042,402 Common stock 755 24 779 Additional paid-in 5,933,074 1,996,116 7,929,190 Accumulated deficit (933,821 ) (1,996,140 ) (2,929,961 ) Number of common shares subject to redemption 23,507,001 (240,524 ) 23,266,477 Consolidated Statements of Operations for the year ended December 31, 2020 Change in fair value of warrant liabilities $ — $ (1,996,140 ) $ (1,996,140 ) Other income (expense) 1,789,959 (1,996,140 ) (206,181 ) Loss before income taxes (733,056 ) (1,996,140 ) (2,729,196 ) Net loss (932,821 ) (1,996,140 ) (2,928,961 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 23,705,712 (86,304 ) 23,619,408 Basic and diluted weighted average shares outstanding, Common stock 7,214,461 77,792 7,292,253 Basic and diluted net loss per share, Common stock (0.32 ) (0.27 ) (0.59 ) Consolidated Statements of Cash Flows for year ended December 31, 2020 Cash Flows from Operating Activities: Net loss $ (932,821 ) $ (1,996,140 ) $ (2,928,961 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 1,996,140 1,996,140 Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption (932,828 ) (1,996,140 ) (2,928,968 ) Condensed Balance Sheets as of September 30, 2020 (unaudited) Warrant liabilities $ — $ 537,660 $ 537,660 Total Liabilities 202,600 537,660 740,260 Common stock subject to redemption 238,306,654 (537,660 ) 237,768,994 Common stock 736 6 742 Additional paid-in 4,088,311 114,324 4,202,635 Retained earnings 910,963 (114,330 ) 796,633 Number of common shares subject to redemption 23,691,356 (53,452 ) 23,637,904 Condensed Statements of Operations for the nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (114,330 ) $ (114,330 ) Other income, net 1,782,663 (114,330 ) 1,668,333 Income before income taxes 1,154,383 (114,330 ) 1,040,053 Net income 911,963 (114,330 ) 797,633 Weighted average shares outstanding, basic and diluted 7,164,018 84,676 7,248,694 Basic and diluted net loss per common share (0.07 ) (0.01 ) (0.08 ) Condensed Statements of Operations for three months ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (49,440 ) $ (49,440 ) Other income, net 40,515 (49,440 ) (8,925 ) Loss before income taxes (136,686 ) (49,440 ) (186,126 ) Net loss (107,982 ) (49,440 ) (157,422 ) Weighted average shares outstanding, basic and diluted 7,537,344 (131,428 ) 7,405,916 Condensed Statements of Cash Flows for the nine months ended September 30, 2020 (unaudited) Cash Flows from Operating Activities: Net income $ 911,963 $ (114,330 ) $ 797,633 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — 114,330 114,330 Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption 911,954 (114,330 ) 797,624 Condensed Balance Sheets as of June 30, 2020 (unaudited) Warrant liabilities $ — $ 488,220 $ 488,220 Total Liabilities 479,807 488,220 968,027 Common stock subject to redemption 238,414,641 (488,220 ) 237,926,421 Common stock 736 5 741 Additional paid-in 3,980,324 64,885 4,045,209 Retained earnings 1,018,945 (64,890 ) 954,055 Number of common shares subject to redemption 23,698,156 (48,529 ) 23,649,627 Condensed Statements of Operations for the six months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (64,890 ) $ (64,890 ) Other income 1,742,148 (64,890 ) 1,677,258 Income before provision for income taxes 1,291,069 (64,890 ) 1,226,179 Net income 1,019,945 (64,890 ) 955,055 Weighted average shares outstanding, basic and diluted 7,065,753 103,077 7,168,830 Basic and diluted net loss per common share (0.05 ) (0.01 ) (0.06 ) Condensed Statements of Operations for the three months ended June 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (71,070 ) $ (71,070 ) Other income 52,277 (71,070 ) (18,793 ) Loss before provision for income taxes (260,048 ) (71,070 ) (331,118 ) Net loss (205,437 ) (71,070 ) (276,507 ) Weighted average shares outstanding, basic and diluted 7,347,667 41,538 7,389,205 Basic and diluted net loss per common share (0.04 ) (0.01 ) (0.05 ) Condensed Statements of Cash Flows for the six months ended June 30, 2020 (unaudited) Cash Flows from Operating Activities: Net income $ 1,019,945 $ (64,890 ) $ 955,055 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — 64,890 64,890 Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption (1,019,941 ) 1,974,992 955,051 Condensed Balance Sheets as of March 31, 2020 (unaudited) Warrant liabilities $ — $ 417,150 $ 417,150 Total Liabilities 391,453 417,150 808,603 Common stock subject to redemption 238,620,078 (417,150 ) 238,202,928 Common stock 735 4 739 Additional paid-in 3,774,888 (6,184 ) 3,768,704 Retained earnings 1,224,382 6,180 1,230,562 Number of common shares subject to redemption 23,707,833 (41,445 ) 23,666,388 Condensed Statements of Operations for the three months ended March 31, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ 6,180 $ 6,180 Other income 1,689,871 6,180 1,696,051 Income before provision for income taxes 1,551,117 6,180 1,557,297 Net income 1,225,382 6,180 1,231,562 Weighted average shares outstanding, basic and diluted 6,780,707 165,550 6,946,257 Condensed Statements of Cash Flows for the three months ended March 31, 2020 (unaudited) Cash Flows from Operating Activities: Net income $ 1,225,382 $ 6,180 $ 1,231,562 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (6,180 ) (6,180 ) Non-Cash Initial measurement of private warrants accounted for as liabilities — 423,330 423,330 Initial classification of common stock subject to possible redemption 237,394,700 (423,330 ) 236,971,370 Change in value of common stock subject to possible redemption (1,225,378 ) 2,456,936 1,231,558 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of basic and diluted net income (loss) per common share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data): Three Months Ended March 31, 2021 2020 Numerator: Net Loss $ (19,458 ) $ (6,852 ) Net loss attributable per share to common stockholders (19,458 ) (6,852 ) Denominator: Weighted average shares of common stock outstanding – Basic 163,955,593 135,039,812 Dilutive effect of potential common stock — — Weighted average shares of common stock outstanding – Diluted 163,955,593 135,039,812 Net loss per share attributable to common stockholders – Basic and Diluted $ (0.12 ) $ (0.05 ) | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the year For the Period Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,724,446 $ — Less: interest available to be withdrawn for payment of taxes (347,291 ) Net income $ 1,377,155 $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 23,619,408 — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.06 $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (2,928,961 ) $ (1,000 ) Less: Net income allocable to Common stock subject to possible redemption (1,377,155 ) — Non-Redeemable $ (4,306,116 ) $ (1,000 ) Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, Common stock 7,292,253 6,337,784 Basic and diluted net loss per share, Common stock $ (0.59 ) $ (0.00 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Net Deferred Taxes | The Company’s net deferred tax asset at December 31, 2020 and 2019 as follows: December 31, December 31, 2020 2019 Deferred tax asset Net operating loss carryforward $ — $ 210 Total deferred tax assets — 210 Valuation Allowance — (210 ) Deferred tax asset $ — $ — | |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2020 and for the period from August 16, 2019 (inception) through December 31, 2019 consists of the following: December 31, December 31, 2020 2019 Federal Current $ 199,765 $ — Deferred 210 (210 ) State and Local Current — — Deferred — — Change in valuation allowance (210 ) 210 Income tax provision $ 199,765 $ — | |
Summary of Reconciliation Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Business combination expenses (13.0 )% 0.0 % Change in fair value of warrant liabilities (15.4 )% — Valuation allowance 0.1 % (21.0 )% Income tax provision (7.3 )% 0.0 % | |
Schedule of Income before Income Taxes | For financial reporting purposes, income before income taxes includes the following components (in thousand): Three Months Ended 2021 2020 Domestic $ (19,458 ) $ (6,852 ) Foreign — — Income (loss) before income taxes $ (19,458 ) $ (6,852 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 243,129,959 Liabilities: Warrant liabilities 3 2,419,470 | |
Schedule of fair value Black-Scholes option pricing model | The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: Input February 6, March 31, 2020 June 30, 2020 September 30, 2020 December 31, Risk-free interest rate 1.47 % 0.41 % 0.34 % 0.33 % 0.40 % Expected term (years) 5.5 5.5 5.5 5.5 5.3 Expected volatility 18.9 % 21.5 % 22.4 % 23.7 % 55.1 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 | |
Schedule of Fair Value of Warrant Liabilities | The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: March 31, March 12, Expected term (years) 4.9 5.0 Expected volatility 62.6 % 70.0 % Risk-free interest rate 0.90 % 0.85 % Exercise Price $ 11.50 $ 11.50 | The change in fair value of the warrant liabilities for the period from February 6, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant Fair value as of February 6, 2020 (inception) $ — Initial measurement on February 6, 2020 (1) 423,330 Change in fair value of warrant liabilities (6,180 ) Fair value as of March 31, 2020 417,150 Change in fair value of warrant liabilities 71,070 Fair value as of June 30, 2020 488,220 Change in fair value of warrant liabilities 49,440 Fair value as of September 30, 2020 537,660 Change in fair value of warrant liabilities 1,881,810 Fair value as of December 31, 2020 $ 2,419,470 (1) Includes 277,500 warrants issued on February 6, 2020 and 31,500 warrants issued on February 10, 2020 as a result of the Over-Allotment Private Placement. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant, and Equipment Estimated Useful Lives | Estimated useful lives Computer equipment 3 years Lab equipment 5 years Testing equipment 3 years Leasehold improvements Lesser of estimated useful life or remaining lease term Furniture and fixtures 5 years |
Reverse Capitalization (Tables)
Reverse Capitalization (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Reconciliation of Elements of Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the quarter ended March 31, 2021 (in thousands): Cash – InterPrivate’s trust and cash (net of redemption) $ 240,777 Cash – Private offering 320,000 Less: transaction costs and advisory fees paid (47,983 ) Net Business Combination and Private Offering $ 512,794 The number of shares of common stock issued immediately following the consummation of the Business Combination were: Common stock, outstanding prior to Business Combination 24,150,000 Less: redemption of IPV shares (30,874 ) Common stock of IPV Corp 24,119,126 IPV founder shares 6,905,500 Shares issued in PIPE 28,318,478 Business Combination and PIPE shares 59,343,104 Legacy Aeva shares (1) 152,066,648 Total shares of common stock immediately after Business Combination 211,409,752 Aeva exercise of warrants — Total shares of common stock at March 12, 2021 211,409,752 (1) The number of Legacy Aeva shares was determined as follows: Aeva Aeva shares, Balance at December 31, 2019 8,031,018 72,894,258 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2019 8,606,780 78,120,214 Exercise of common stock options – 2020 38,675 351,037 Exercise of common stock options – 2021 (pre-Closing) 77,247 701,139 Total 152,066,648 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregated Revenue by Geographic Region | Total revenue based on the disaggregation criteria described above are as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenue % of Revenue % of Revenue by primary geographical market: North America $ 201 65 % $ 135 26 % Europe 15 5 % 392 74 % Asia 92 30 % — — Total $ 308 100 % $ 527 100 % Revenue by timing of recognition: Recognized at a point in time $ 293 95 % $ 135 26 % Recognized over time 15 5 % 392 74 % Total $ 308 100 % $ 527 100 % |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Summary of Financial assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: March 31, 2021 Adjusted Unrealized Fair Value Cash and Marketable (in thousands) Assets Cash $ 5,725 $ — $ 5,725 $ 5,725 $ — Level 1 Money market funds 434,984 — 434,984 434,984 — Level 2 U.S. Government securities 5,089 (1 ) 5,088 — 5,088 Commercial paper 59,967 (11 ) 59,956 28,696 31,260 Corporate bonds 17,141 (17 ) 17,124 — 17,124 Subtotal 82,197 (29 ) 82,168 28,696 53,472 Total assets $ 522,906 $ (29 ) $ 522,877 $ 469,405 $ 53,472 Liabilities Level 3 Warrant liabilities 2,346 — 2,346 — — Total liabilities $ 2,346 $ — $ 2,346 $ — $ — | |
Summary of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments: March 31, 2021 Private Placement (in thousands) Fair value as of January 1, 2021 $ — Private placement warrant liability acquired as part of the merger $ 3,014 Change in the fair value included in other income (expense), net $ (668 ) Fair value as of March 31, 2021 $ 2,346 | |
Schedule of Fair Value of Warrant Liabilities | The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: March 31, March 12, Expected term (years) 4.9 5.0 Expected volatility 62.6 % 70.0 % Risk-free interest rate 0.90 % 0.85 % Exercise Price $ 11.50 $ 11.50 | The change in fair value of the warrant liabilities for the period from February 6, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant Fair value as of February 6, 2020 (inception) $ — Initial measurement on February 6, 2020 (1) 423,330 Change in fair value of warrant liabilities (6,180 ) Fair value as of March 31, 2020 417,150 Change in fair value of warrant liabilities 71,070 Fair value as of June 30, 2020 488,220 Change in fair value of warrant liabilities 49,440 Fair value as of September 30, 2020 537,660 Change in fair value of warrant liabilities 1,881,810 Fair value as of December 31, 2020 $ 2,419,470 (1) Includes 277,500 warrants issued on February 6, 2020 and 31,500 warrants issued on February 10, 2020 as a result of the Over-Allotment Private Placement. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): March 31, December 31, Raw materials $ 927 $ 586 Work-in-progress 160 73 Finished goods 442 560 Total inventory $ 1,529 $ 1,219 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following (in thousands): March 31, December 31, Computer equipment $ 858 $ 658 Lab equipment 1,329 1,324 Testing equipment 379 313 Leasehold improvements 796 765 Construction in progress 565 — Furniture and fixtures 401 401 Software 16 — Total property, plant and equipment $ 4,344 $ 3,461 Less: accumulated depreciation (2,063 ) (1,847 ) Total property, plant and equipment, net $ 2,281 $ 1,614 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets March 31, December 31, Deferred transaction costs $ — $ 3,041 Prepaid expenses 919 1,105 Contract assets 626 626 Vendor deposits 445 198 Other current assets 53 — Total other current assets $ 2,043 $ 4,970 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Current [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities March 31, December 31, Sales tax payable $ 217 $ 180 Contract liabilities 36 51 Other current liabilities 31 44 Total other current liabilities $ 284 $ 275 |
Capital Structure (Tables)
Capital Structure (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Conversions of Stock | March 12, 2021 (Closing Date) Preferred Conversion Common Series Seed Convertible Preferred Stock (pre-combination) 3,198,556 9.07659 29,031,982 Series A Convertible Preferred Stock (pre-combination) 2,851,057 9.07659 25,877,876 Series B Convertible Preferred Stock (pre-combination) 1,032,888 9.07659 9,375,100 Series B-1 (pre-combination) 1,524,279 9.07659 13,835,256 Total 8,606,780 78,120,214 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted net income (loss) per common share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data): Three Months Ended March 31, 2021 2020 Numerator: Net Loss $ (19,458 ) $ (6,852 ) Net loss attributable per share to common stockholders (19,458 ) (6,852 ) Denominator: Weighted average shares of common stock outstanding – Basic 163,955,593 135,039,812 Dilutive effect of potential common stock — — Weighted average shares of common stock outstanding – Diluted 163,955,593 135,039,812 Net loss per share attributable to common stockholders – Basic and Diluted $ (0.12 ) $ (0.05 ) | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the year For the Period Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 1,724,446 $ — Less: interest available to be withdrawn for payment of taxes (347,291 ) Net income $ 1,377,155 $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 23,619,408 — Basic and diluted net income per share, Common stock subject to possible redemption $ 0.06 $ — Non-Redeemable Numerator: Net Loss minus Net Earnings Net loss $ (2,928,961 ) $ (1,000 ) Less: Net income allocable to Common stock subject to possible redemption (1,377,155 ) — Non-Redeemable $ (4,306,116 ) $ (1,000 ) Denominator: Weighted average non-redeemable Basic and diluted weighted average shares outstanding, Common stock 7,292,253 6,337,784 Basic and diluted net loss per share, Common stock $ (0.59 ) $ (0.00 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive: Three Months Ended 2021 2020 Common stock options issued and outstanding 17,073,617 18,242,577 Restricted stock — 13,079,520 Restricted stock units 1,435,217 — Total 18,508,834 31,322,097 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Fair Value Weighted-Average Assumptions | The fair value of stock option awards was determined on the grant date using the Black-Scholes option-pricing model. During the three months ended March 31, 2021, the Company granted no new options. The assumptions for the Black-Scholes model for the three months ended March 31, 2020, were as follows: Three Months Ended Expected term (years) (1) 5.79 - 6.02 Expected volatility (2) 43.5% - 44.6% Common stock value 14.32 - 14.50 Risk-free interest rate (3) 1.20% - 1.60% Dividend yield (4) 0% (1) Expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Expected volatility was estimated based on comparable companies’ reported volatilities. (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. |
Schedule of Stock Options Activity | A summary of the Company’s stock option activity for three months ended March 31, 2021, is as follows: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 17,801,986 $ 0.36 8.27 $ 140,560 Granted — — — Exercised (701,139 ) 0.28 — — Forfeited (27,230 ) 0.55 — Expired — — — Outstanding as of March 31, 2021 17,073,617 0.36 8.04 191,876 Vested and exercisable as of March 31, 2021 10,571,302 0.28 7.67 119,671 Vested and expected to vest as of March 31, 2021 17,073,617 0.36 8.04 $ 191,876 |
Schedule of Restricted Stock Activity | The following table summarizes our restricted stock unit (“RSU”) activity which includes performance-based RSUs for the three months ended March 31, 2021: Shares Weighted Average Outstanding as of December 31, 2020 1,536,195 $ 7.74 Granted 31,196 7.74 Released (41,408 ) 7.74 Forfeited (90,766 ) 7.74 Outstanding as of March 31, 2021 1,435,217 $ 7.74 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense by function was as follows (in thousands): Three Months Ended 2021 2020 Cost of revenue $ — $ 28 Research and development expenses 1,796 518 Sales and marketing expenses 21 — General and administrative expenses 2,696 335 Total $ 4,513 $ 881 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Maturity Analysis of the Annual Undiscounted Cash Flows of Operating Lease Liabilities | The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of March 31, 2021 (in thousands): Operating Leases Remainder of 2021 $ 1,083 2022 1,775 2023 1,436 2024 1,097 2025 1,130 Thereafter 384 Total minimum lease payments 6,906 Less: imputed interest (764 ) Total lease liability $ 6,142 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) | Feb. 10, 2020USD ($)$ / sharesshares | Feb. 06, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Subsidiary$ / sharesshares |
Description of Organization and Business Operations (Textual) | |||
Number of subsidiaries | Subsidiary | 1 | ||
Net proceeds of sale of units | $ 31,500,000 | $ 210,000,000 | $ 241,500,000 |
Sale per unit | $ / shares | $ 10 | ||
Transaction costs | 5,310,386 | ||
Underwriting fees | 4,830,000 | ||
Other offering costs | 480,386 | ||
Cash held outside of trust account | $ 867,876 | ||
Business combination, description | The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | ||
Public per share price | $ / shares | $ 10 | ||
Net tangible assets business combination | $ 5,000,001 | ||
Redeem public shares, percentage | 100.00% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Sale of stock, number of shares issued in transaction | shares | 3,150,000 | 21,000,000 | 24,150,000 |
Sale of stock, price per share | $ / shares | $ 10 | $ 10 | |
Sale of stock, consideration received per transaction | $ 210,000,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Sale of stock, number of shares issued in transaction | shares | 63,000 | 555,000 | |
Sale of stock, price per share | $ / shares | $ 10 | $ 10 | |
Sale of stock, consideration received per transaction | $ 630,000 | $ 5,550,000 | |
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Sale of stock, consideration received per transaction | $ 32,130,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Schedule of Effect of Restatement Financial Statement - Balance Sheet (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 06, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Revision [Line Items] | ||||||||
Warrant liabilities | $ 2,419,470 | $ 537,660 | $ 488,220 | $ 417,150 | $ 380,175 | |||
Total Liabilities | $ 13,552,000 | 5,719,000 | 740,260 | 968,027 | 808,603 | 380,175 | $ 81,808 | |
Common stock subject to redemption | 234,042,402 | 237,768,994 | 237,926,421 | 238,202,928 | 205,514,525 | |||
Common stock | 21,000 | 15,000 | 742 | 741 | 739 | 729 | 634 | [1] |
Additional paid-in capital | $ 7,929,190 | $ 4,202,635 | $ 4,045,209 | $ 3,768,704 | $ 5,000,272 | $ 25,453 | ||
Number of common shares subject to redemption | 23,266,477 | 23,637,904 | 23,649,627 | 23,666,388 | 20,551,453 | 0 | ||
Accumulated deficit | $ (80,542,000) | $ (61,084,000) | $ 796,633 | $ 954,055 | $ 1,230,562 | $ (1,000) | ||
As Previously Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Revision [Line Items] | ||||||||
Total Liabilities | 1,680,631 | 202,600 | 479,807 | 391,453 | ||||
Common stock subject to redemption | 236,461,872 | 238,306,654 | 238,414,641 | 238,620,078 | $ 205,894,700 | |||
Common stock | 755 | 736 | 736 | 735 | 725 | |||
Additional paid-in capital | $ 5,933,074 | $ 4,088,311 | $ 3,980,324 | $ 3,774,888 | $ 5,000,276 | |||
Number of common shares subject to redemption | 23,507,001 | 23,691,356 | 23,698,156 | 23,707,833 | 20,589,470 | |||
Accumulated deficit | $ (933,821) | $ 910,963 | $ 1,018,945 | $ 1,224,382 | ||||
Adjustments [Member] | ||||||||
Error Corrections and Prior Period Adjustments Revision [Line Items] | ||||||||
Warrant liabilities | 2,419,470 | 537,660 | 488,220 | 417,150 | $ 380,175 | |||
Total Liabilities | 2,419,470 | 537,660 | 488,220 | 417,150 | 380,175 | |||
Common stock subject to redemption | (2,419,470) | (537,660) | (488,220) | (417,150) | (380,175) | |||
Common stock | 24 | 6 | 5 | 4 | 4 | |||
Additional paid-in capital | $ 1,996,116 | $ 114,324 | $ 64,885 | $ (6,184) | $ (4) | |||
Number of common shares subject to redemption | (240,524) | (53,452) | (48,529) | (41,445) | (38,017) | |||
Accumulated deficit | $ (1,996,140) | $ (114,330) | $ (64,890) | $ 6,180 | ||||
[1] | As of December 31, 2019, included up to 787,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 7). |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule of Effect of Restatement Financial Statement - Statement of Operations (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |||
Adjustments For Change In Accounting Principle [Line Items] | ||||||||||
Change in fair value of warrant liabilities | $ 668,000 | $ (49,440) | $ (71,070) | $ (64,890) | $ (114,330) | $ (1,996,140) | ||||
Other income (expense), net | 666,000 | (8,925) | (18,793) | (17,000) | 1,677,258 | 1,668,333 | (206,181) | |||
Income (loss) before income taxes | (186,126) | (331,118) | 1,557,297 | $ (1,000) | 1,226,179 | 1,040,053 | (2,729,196) | |||
Net income (loss) | $ (19,458,000) | $ (157,422) | $ (276,507) | $ (6,852,000) | $ (1,000) | $ 955,055 | $ 797,633 | $ (2,928,961) | ||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 23,619,408 | |||||||||
Weighted average shares outstanding, basic and diluted | 163,955,593 | 7,405,916 | 7,389,205 | 135,039,812 | 6,337,784 | [1] | 7,168,830 | 7,248,694 | 7,292,253 | [1] |
Basic and diluted net loss per share, Common stock | $ (0.12) | $ (0.05) | $ (0.05) | $ 0 | $ (0.06) | $ (0.08) | $ (0.59) | |||
As Previously Reported [Member] | ||||||||||
Adjustments For Change In Accounting Principle [Line Items] | ||||||||||
Change in fair value of warrant liabilities | $ 6,180 | |||||||||
Other income (expense), net | $ 40,515 | $ 52,277 | 1,689,871 | $ 1,742,148 | $ 1,782,663 | $ 1,789,959 | ||||
Income (loss) before income taxes | (136,686) | (260,048) | 1,551,117 | 1,291,069 | 1,154,383 | (733,056) | ||||
Net income (loss) | $ (107,982) | $ (205,437) | $ 1,225,382 | $ 1,019,945 | $ 911,963 | $ (932,821) | ||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 23,705,712 | |||||||||
Weighted average shares outstanding, basic and diluted | 7,537,344 | 7,347,667 | 6,780,707 | 7,065,753 | 7,164,018 | 7,214,461 | ||||
Basic and diluted net loss per share, Common stock | $ (0.04) | $ (0.05) | $ (0.07) | $ (0.32) | ||||||
Adjustments [Member] | ||||||||||
Adjustments For Change In Accounting Principle [Line Items] | ||||||||||
Change in fair value of warrant liabilities | $ (49,440) | $ (71,070) | $ 6,180 | $ (64,890) | $ (114,330) | $ (1,996,140) | ||||
Other income (expense), net | (49,440) | (71,070) | 6,180 | (64,890) | (114,330) | (1,996,140) | ||||
Income (loss) before income taxes | (49,440) | (71,070) | 6,180 | (64,890) | (114,330) | (1,996,140) | ||||
Net income (loss) | $ (49,440) | $ (71,070) | $ 6,180 | $ (64,890) | $ (114,330) | $ (1,996,140) | ||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | (86,304) | |||||||||
Weighted average shares outstanding, basic and diluted | (131,428) | 41,538 | 165,550 | 103,077 | 84,676 | 77,792 | ||||
Basic and diluted net loss per share, Common stock | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.27) | ||||||
[1] | Excludes an aggregate of 787,500 shares subject to forfeiture at December 31, 2019 (see Note 7). |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule of Effect of Restatement Financial Statement - Statement of Cash Flow (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ (19,458,000) | $ (157,422) | $ (276,507) | $ (6,852,000) | $ (1,000) | $ 955,055 | $ 797,633 | $ (2,928,961) |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Change in fair value of warrant liabilities | $ (668,000) | 49,440 | 71,070 | 64,890 | 114,330 | 1,996,140 | ||
Non-Cash investing and financing activities: | ||||||||
Initial measurement of private warrants accounted for as liabilities | 423,330 | 423,330 | 423,330 | 423,330 | ||||
Initial classification of common stock subject to possible redemption | 236,971,370 | 236,971,370 | 236,971,370 | 236,971,370 | ||||
Change in value of common stock subject to possible redemption | 1,231,558 | 955,051 | 797,624 | (2,928,968) | ||||
As Previously Reported [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | (107,982) | (205,437) | 1,225,382 | 1,019,945 | 911,963 | (932,821) | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Change in fair value of warrant liabilities | (6,180) | |||||||
Non-Cash investing and financing activities: | ||||||||
Initial classification of common stock subject to possible redemption | 237,394,700 | 237,394,700 | 237,394,700 | 237,394,700 | ||||
Change in value of common stock subject to possible redemption | (1,225,378) | (1,019,941) | 911,954 | (932,828) | ||||
Adjustments [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | (49,440) | (71,070) | 6,180 | (64,890) | (114,330) | (1,996,140) | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Change in fair value of warrant liabilities | $ 49,440 | $ 71,070 | (6,180) | 64,890 | 114,330 | 1,996,140 | ||
Non-Cash investing and financing activities: | ||||||||
Initial measurement of private warrants accounted for as liabilities | 423,330 | 423,330 | 423,330 | 423,330 | ||||
Initial classification of common stock subject to possible redemption | (423,330) | (423,330) | (423,330) | (423,330) | ||||
Change in value of common stock subject to possible redemption | $ 2,456,936 | $ 1,974,992 | $ (114,330) | $ (1,996,140) |
Liquidity and Going Concern - A
Liquidity and Going Concern - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Liquidity and Going Concern (Textual) | |
Operating bank accounts | $ 694 |
Securities held in the Trust Account | 243,129,959 |
Working capital deficit | 1,314,085 |
Deposit in trust amount | $ 1,630,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | |||
Cash equivalents | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | ||
Amounts accrued for interest and penalties | 0 | ||
Aggregate of shares of common stock were subject to forfeiture | 787,500 | ||
Purchase of common stock | 12,384,000 | ||
Federal Depository Insurance | $ 250,000 | ||
Expected term of warrants | 5 years | 5 years | |
Dividend yield | 0.00% | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Income tax, percentage | 30.00% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Income tax, percentage | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |||
Numerator: Earnings allocable to Common stock subject to possible redemption | ||||||||||
Interest earned on marketable securities held in Trust Account | $ 1,724,446 | |||||||||
Less: interest available to be withdrawn for payment of taxes | (347,291) | |||||||||
Net income | $ 1,377,155 | |||||||||
Denominator: Weighted Average Common stock subject to possible redemption | ||||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 23,619,408 | |||||||||
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0.06 | |||||||||
Numerator: Net Loss minus Net Earnings | ||||||||||
Net loss | $ (1,000) | $ (2,928,961) | ||||||||
Less: Net income allocable to Common stock subject to possible redemption | (1,377,155) | |||||||||
Non-Redeemable Net Loss | $ (1,000) | $ (4,306,116) | ||||||||
Denominator: Weighted average non-redeemable common stock | ||||||||||
Weighted-average shares used in computing net loss per share, basic and diluted | 163,955,593 | 7,405,916 | 7,389,205 | 135,039,812 | 6,337,784 | [1] | 7,168,830 | 7,248,694 | 7,292,253 | [1] |
Basic and diluted net loss per share, Common stock | $ (0.12) | $ (0.05) | $ (0.05) | $ 0 | $ (0.06) | $ (0.08) | $ (0.59) | |||
[1] | Excludes an aggregate of 787,500 shares subject to forfeiture at December 31, 2019 (see Note 7). |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | Feb. 10, 2020 | Feb. 06, 2020 | Dec. 31, 2020 |
Warrant | |||
Public Offering (Textual) | |||
Warrant price per shares | $ 11.50 | ||
Initial Public Offering [Member] | |||
Public Offering (Textual) | |||
Sale of stock, number of shares issued in transaction | 3,150,000 | 21,000,000 | 24,150,000 |
Number of common stock in each unit | 1 | ||
Number of warrant in each unit | 0.5 | ||
Number of common stock entitled to purchase with each warrant | 1 | ||
Sale of stock, price per share | $ 10 | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Feb. 10, 2020 | Feb. 06, 2020 | Dec. 31, 2020 |
Private Placement [Member] | |||
Private Placement (Textual) | |||
Sale of stock, number of shares issued in transaction | 63,000 | 555,000 | |
Sale of stock, consideration received per transaction | $ 630,000 | $ 5,550,000 | |
Sale of stock, price per share | $ 10 | $ 10 | |
Warrant | |||
Private Placement (Textual) | |||
Common stock price per shares | $ 11.50 | ||
Private Placement Units [Member] | |||
Private Placement (Textual) | |||
Number of common stock in each unit | 1 | ||
Number of warrant in each unit | 0.5 | ||
Number of common stock entitled to purchase with each warrant | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 29, 2021 | Feb. 10, 2020 | Dec. 30, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||
Founder shares, description | Assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares. | |||||||
Aggregate principal amount | $ 150,000 | |||||||
Promissory note outstanding | $ 80,808 | |||||||
Repaid promissory note | $ 124,148 | |||||||
Promissory note, non-interest bearing, description | (i) September 1, 2020, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determined not to proceed with the Initial Public Offering. At December 31, 2019, $80,808 was outstanding under the Promissory Note. The outstanding amount of $124,148 was repaid at the closing of the Initial Public Offering on February 6, 2020. | |||||||
Working capital loans | $ 1,500,000 | |||||||
Business combination entity price | $ 10 | |||||||
Business combination executive officers | $ 47,983,000 | |||||||
Administrative Support Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business combination executive officers | $ 10,000 | |||||||
Service fees | 110,000 | |||||||
Accrued expenses | 10,000 | |||||||
Services Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrued expenses | 110,000 | |||||||
Business Combination vice president | 10,000 | |||||||
Convertible Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate amount advances from sponsor | $ 353,994 | |||||||
Related party loans, description | (i) 150,000 shares of the Company's common stock and (ii) warrants to purchase 75,000 shares of common stock at an exercise price of $11.50 per share, subject to adjustment). | |||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 1,500,000 | |||||||
Related party loans, description | an affiliate of the Sponsor had advanced the Company an aggregate amount of $353,994. Subsequently, on January 29, 2021 the Company entered into a convertible promissory note agreement with this affiliate (the "Noteholder") pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the "Convertible Promissory Note"). Subsequent to January 29, 2021, the Company drew down the remaining amount available for borrowing under the Convertible Promissory Note. | |||||||
Common stock issued upon conversion | 150,000 | |||||||
Warrants exercisable | 75,000 | |||||||
Warrants exercise price | $ 11.50 | |||||||
Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sponsor purchased, shares | 5,750,000 | |||||||
Common stock aggregate price | $ 25,000 | |||||||
Sponsor contributed aggregate shares | 718,750 | |||||||
Dividend per shares of common stock outstanding | $ 0.2 | |||||||
Founder shares outstanding | 6,037,500 | |||||||
Sponsor forfeiture shares | 787,500 | 787,500 | ||||||
Sponsor collectively own percentage | 20.00% | |||||||
Founder shares, description | The Company’s capital for no additional consideration and in February 2020, the Company effected a dividend of 0.2 shares of common stock for each share of common stock outstanding, resulting in there being an aggregate of 6,037,500 Founder Shares outstanding |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 23, 2020 | Nov. 02, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2021 |
Commitments and Contingencies (Textual) | ||||||
Business combination agreement, description | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $8,452,500 (exclusive of any applicable finders' fees which might become payable); provided that up to 33% of the fee may be allocated at the Company's sole discretion to other third parties who are investment banks or financial advisory firms not participating in the Initial Public Offering that assist the Company in identifying and consummating a Business Combination. | |||||
Business combination amount | $ 1,700,000,000 | |||||
Divided per share price | $ 10 | |||||
Estimated transaction expenses payable | $ 52,000,000 | |||||
Estimated transaction expenses, description | (i) approximately $16 million of placement agent fees and related expenses, (ii) financial and transaction advisory fees of approximately $16 million, (iii) a fee of 8,452,500 payable to EarlyBirdCapital under the business combination marketing agreement (see "Business Combination Marketing Agreement" above), and (iv) printing, legal, accounting and other fees of $11.5 million. | |||||
Placement agent fees and related expenses | $ 16,000,000 | |||||
Financial and transaction advisory fees | 16,000,000 | |||||
Payable to underwriters | 8,452,500 | |||||
Printing, legal, accounting and other fees | $ 11,500,000 | |||||
Termination fee amount | $ 68,000,000 | |||||
Total offering price | $ 30,000,000 | |||||
Common stock exceeds per share | $ 12.50 | |||||
Operating lease right-of-use assets | $ 6,134,000 | $ 1,700,000 | ||||
Operating lease liability | $ 4,849,000 | |||||
Weighted average incremental borrowing rate | 5.25% | |||||
Operating lease cost | $ 300,000 | |||||
Rent expense related to operating leases | $ 200,000 | |||||
Loss contingency, lawsuit filing date | December 23, 2020 | |||||
Subscription Agreements [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Aggregate of common stock, shares | 12,000,000 | |||||
Per share price | $ 10 | |||||
Gross proceeds | $ 120,000,000 | |||||
Commitments and contingencies, description | On December 23, 2020, the Company entered into separate subscription agreements with an institutional accredited investor and its affiliates (collectively, the “Investors”) pursuant to which the Investors agreed to purchase an aggregate of approximately 16,168,478 shares of the Company’s common stock for an aggregate purchase price of approximately $200,000,000, consisting of a $150,000,000 tranche with a purchase price of $11.50 per share and a $50,000,000 tranche with a purchase price of $16.00 per share, in a private placement (collectively, the “December 2020 PIPE”). The investors who agreed to purchase December 2020 PIPE shares in the $150,000,000 tranche also entered into waiver and lockup agreements with the Company pursuant to which each agreed (1) to vote all shares of common stock held by such investor on the record date for the special meeting in favor of the proposal to approve the Proposed Business Combination, (2) not to submit any such shares of common stock for conversion in connection with such vote and (3) to a lock-up of such tranche of December 2020 PIPE shares for a period of one year following the Closing. | |||||
Stock issued during period, new issues, Shares | 16,168,478 | |||||
Aggregate purchase amount | $ 200,000,000 | |||||
Subscription Agreements [Member] | Tranche One [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Aggregate purchase amount | $ 150,000,000 | |||||
Sale of share per unit | $ 11.50 | |||||
Subscription Agreements [Member] | Tranche Two [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Aggregate purchase amount | $ 50,000,000 | |||||
Sale of share per unit | $ 16 | |||||
Mountain View California [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Operating lease right-of-use assets | $ 1,700,000 | |||||
Operating lease liability | $ 1,700,000 | |||||
Operating lease remaining term | 2 years 3 months | |||||
Milpitas California [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Operating lease right-of-use assets | $ 4,700,000 | |||||
Operating lease liability | $ 4,600,000 | |||||
Operating lease remaining term | 6 years 1 month |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 12, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity (Textual) | ||||||
Preferred stock, shares authorized | 1,000,000 | 10,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 422,000,000 | 422,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 151,366,000 | 211,451,000 | 6,337,500 | |||
Common stock, shares outstanding | 151,366,000 | 211,451,000 | 211,409,752 | 24,150,000 | 6,337,500 | |
Common stock subject to possible redemption | 23,266,477 | |||||
Public warrants, description | The Company may redeem the Public Warrants:• in whole and not in part;•at a price of $0.01 per warrant;•upon not less than 30 days’ prior written notice of redemption;•if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.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. | |||||
Public warrants redeemable | $ 0.01 | |||||
Common stock, conversion basis | if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. | |||||
Common stock representative shares | 250,000 | |||||
Fair value of representative shares amount | $ 1,087 | |||||
Additional consideration of the dividend | 50,000 |
Income Tax - Schedule of Net De
Income Tax - Schedule of Net Deferred Taxes (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Net operating loss carryforward | $ 210 | |
Total deferred tax assets | 210 | |
Valuation Allowance | (210) | |
Deferred tax asset | $ 0 | $ 0 |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Provision (Detail) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Federal | ||
Current | $ 199,765 | |
Deferred | $ (210) | 210 |
State and Local | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | $ 210 | (210) |
Income tax provision | $ 199,765 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax (Textual) | ||||
U.S. federal and state net operating loss | $ 1,000 | $ 0 | ||
Valuation allowance | $ 210 | 210 | ||
Federal provision for income taxes | $ 0 | $ 0 | ||
State provision for income taxes | 0 | 0 | ||
Provision for income taxes | $ 0 | $ 0 | $ 199,765 |
Income Tax - Summary of Reconci
Income Tax - Summary of Reconciliation Federal Income Tax Rate (Detail) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Business combination expenses | 0.00% | (13.00%) |
Change in fair value of warrant liabilities | (15.40%) | |
Valuation allowance | (21.00%) | 0.10% |
Income tax provision | 0.00% | (7.30%) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measured on Recurring Basis (Detail) | Dec. 31, 2020USD ($) |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 243,129,959 |
Level 3 [Member] | |
Liabilities: | |
Warrant liabilities | $ 2,419,470 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2021yr | Mar. 12, 2021yr | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 06, 2020USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants expiration period | 5 years | 5 years | |||||
Warrants Liabilities [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Fair value of the warrant liabilities | $ | $ 2,419,470 | $ 537,660 | $ 488,220 | $ 417,150 | $ 380,175 | ||
Expected Term [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants expiration period | 5 years | ||||||
Dividend yield | yr | 4.9 | 5 | |||||
Measurement Input, Expected Dividend Payment [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Dividend yield | 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Black-scholes Option Pricing Model (Detail) | Mar. 31, 2021yr | Mar. 12, 2021yr | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 06, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants expiration period | 5 years | 5 years | |||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.90 | 0.85 | |||||
Expected Term [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 4.9 | 5 | |||||
Warrants expiration period | 5 years | ||||||
Measurement Input, Price Volatility [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 62.6 | 70 | |||||
Measurement Input, Exercise Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | |||||
Private Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.40 | 0.33 | 0.34 | 0.41 | 1.47 | ||
Private Warrant [Member] | Expected Term [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants expiration period | 5 years 3 months 18 days | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | ||
Private Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 55.1 | 23.7 | 22.4 | 21.5 | 18.9 | ||
Private Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | 11.50 | 11.50 | 11.50 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Warrant Liabilities (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Class of Warrant or Right [Line Items] | ||||||||||
Fair value, beginning of period | $ 2,419,470 | $ 537,660 | $ 488,220 | $ 417,150 | ||||||
Change in fair value of warrant liabilities | 668,000 | (49,440) | (71,070) | $ (64,890) | $ (114,330) | $ (1,996,140) | ||||
Fair value, end of period | $ 417,150 | 2,419,470 | 537,660 | 488,220 | 417,150 | 488,220 | 537,660 | 2,419,470 | ||
Warrants Liabilities [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Fair value, beginning of period | 423,330 | [1] | $ 2,419,470 | 537,660 | 488,220 | 417,150 | ||||
Change in fair value of warrant liabilities | (6,180) | 1,881,810 | 49,440 | 71,070 | ||||||
Fair value, end of period | $ 417,150 | $ 2,419,470 | $ 537,660 | $ 488,220 | $ 417,150 | $ 488,220 | $ 537,660 | $ 2,419,470 | ||
[1] | Includes 277,500 warrants issued on February 6, 2020 and 31,500 warrants issued on February 10, 2020 as a result of the Over-Allotment Private Placement. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Warrant Liabilities (Parenthetical) (Detail) - shares | Feb. 10, 2020 | Feb. 06, 2020 |
Over-Allotment Option [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 31,500 | 277,500 |
Subsequent Events (Detail)
Subsequent Events (Detail) $ / shares in Units, $ in Millions | Mar. 12, 2021USD ($)$ / sharesshares | Jan. 04, 2021USD ($) | Dec. 31, 2020shares | Mar. 31, 2021shares | Dec. 31, 2019shares |
Subsequent Events (Textual) | |||||
Convert amount to shares | 150,000 | ||||
Common stock, shares, issued | 151,366,000 | 211,451,000 | 6,337,500 | ||
Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Aggregate of investment | $ | $ 200 | ||||
Exchange ratio | 9.08 | ||||
Subsequent Event [Member] | Sponsors [Member] | |||||
Subsequent Events (Textual) | |||||
Private Warrants | 75,000 | ||||
Common stock, shares, issued | 150,000 | ||||
Subsequent Event [Member] | Sponsors [Member] | Working Capital Loans [Member] | |||||
Subsequent Events (Textual) | |||||
Debt instrument, face amount | $ | $ 1.5 | ||||
Subsequent Event [Member] | PIPE Shares [Member] | |||||
Subsequent Events (Textual) | |||||
Sale of stock, number of shares issued in transaction | 28,318,478 | ||||
Sale of stock, price per share | $ / shares | $ 10 | ||||
Sale of stock, price per share | $ / shares | 11.50 | ||||
Sale of stock, price per share | $ / shares | $ 16 | ||||
Sale of stock, consideration received per transaction | $ | $ 320 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | ||
Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Goodwill | $ 0 | |||||||
Intangible assets | 0 | |||||||
Cash and cash equivalents | 469,405,000 | $ 24,624,000 | ||||||
Accumulated deficit | $ (80,542,000) | $ 1,230,562 | (61,084,000) | $ 796,633 | $ 954,055 | $ (1,000) | ||
Number of months required to fund operating and capital expenditure | 12 months | |||||||
Accounts receivable | $ 245,000 | 141,000 | ||||||
Operating lease right-of-use assets | 6,134,000 | $ 1,700,000 | ||||||
Operating lease liabilities | 6,142,000 | 1,700,000 | ||||||
Deferred rent liability | $ 100,000 | |||||||
Cash equivalents | 0 | $ 0 | ||||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||||||
Warrants expiration period | 5 years | 5 years | ||||||
Dividend yield | [1] | 0.00% | ||||||
Private Warrants [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Dividend yield | 0.00% | |||||||
Money Market Funds [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Cash and cash equivalents | $ 522,900,000 | |||||||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of customer accounted for accounts receivable | two customers | one customer | ||||||
Concentration risk, percentage | 78.00% | 68.00% | ||||||
Credit Concentration Risk [Member] | Accounts Payable [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration risk, percentage | 28.00% | 62.00% | ||||||
Number of vendors accounted for accounts payable | two vendors | two vendors | ||||||
[1] | The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Property, Plant, and Equipment Estimated Useful Lives (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant, and equipment estimated useful lives | 3 years |
Lab Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant, and equipment estimated useful lives | 5 years |
Testing Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant, and equipment estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant, and equipment estimated useful lives | Lesser of estimated useful life orremaining lease term |
Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant, and equipment estimated useful lives | 5 years |
Reverse Capitalization - - Sche
Reverse Capitalization - - Schedule of Number of Common Stock Issued Following the Business Combination (Details) - shares | Mar. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Common Stock, Shares, Outstanding | 211,409,752 | 211,451,000 | 151,366,000 | 24,150,000 | 6,337,500 |
Number of Share Redemption of IPV Share | (30,874) | ||||
Adjustment To Common Stock Issued Shares | 24,119,126 | ||||
Stock Issued During Period, Shares, Acquisitions | 6,905,500 | ||||
Issuance Of Common Stock In Private Investment Public Equity Offering Shares | 28,318,478 | ||||
Business Combination and PIPE Shares | 59,343,104 | ||||
Common Stock Shares effected for Exchange Ratio | 152,066,648 | 72,894,258 | |||
Common Stock Shares Effected For Exchange Ratio | 152,066,648 | ||||
Common Stock Share After Business Combination | 211,409,752 |
Reverse Capitalization - Additi
Reverse Capitalization - Additional Information (Details) | Mar. 12, 2021$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / sharesshares |
Business Acquisition [Line Items] | ||||
Business acquisition, effective date | Mar. 12, 2021 | |||
Business combination entity price | $ / shares | $ 10 | |||
Common stock, conversion basis | if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares | shares | 8,031,018 | |||
Goodwill | $ 0 | |||
Intangible Assets Net Excluding Goodwill | $ 0 | |||
Warrants expiration period | 5 years | 5 years | ||
Proceeds from Business Combination and PIPE financing before offsetting | $ 560,800,000 | |||
Offering costs | $ 48,000,000 | |||
Merger Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Authorized shares of capital stock | shares | 432,000,000 | |||
Convertible Preferred Stock Shares Issued Upon Conversion | shares | 78,120,214 | |||
Common Stock, Shares | shares | 422,000,000 | |||
Preferred stock, Shares | shares | 10,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | |||
Exchange Ratio | 9.07659 | |||
Accrued Transaction Costs | $ 500,000 | |||
InterPrivate [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock shares redemption | shares | 30,874 | |||
Goodwill | $ 0 | |||
Intangible Assets Net Excluding Goodwill | 0 | |||
InterPrivate [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Gross Common Stock Redemption Payments | $ 300,000 | |||
PIPE Shares [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period, new issues, Shares | shares | 28,318,478 | |||
Proceeds from sale of common stock | $ 320,000,000 | |||
PIPE Shares [Member] | Investor One [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination entity price | $ / shares | $ 10 | |||
PIPE Shares [Member] | Investor Two [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination entity price | $ / shares | 11.50 | |||
PIPE Shares [Member] | Investor Three [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination entity price | $ / shares | $ 16 | |||
Merger Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Business combination, direct and incremental costs related Costs | $ 48,000,000 |
Reverse Capitalization - Reconc
Reverse Capitalization - Reconciliation of Elements of Business Combination (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Cash | $ 5,725,000 | $ 694 |
Transaction costs and advisory fees paid | (47,983,000) | |
Business Combination Net Cash Acquired | 512,794,000 | |
Inter Private trust and cash net of redemption [Member] | ||
Business Acquisition [Line Items] | ||
Cash - InterPrivate's trust and cash (net of redemption) | 240,777,000 | |
Private Offering [Member] | ||
Business Acquisition [Line Items] | ||
Cash - Private offering | $ 320,000,000 |
Reverse Capitalization - Schedu
Reverse Capitalization - Schedule of Number of Common Stock Issued Following the Business Combination (Parenthetical) (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Common Stock Shares | 8,031,018 | |
Common Stock Shares effected for Exchange Ratio | 152,066,648 | 72,894,258 |
Recapitalization Applied to Convertible Preferred Stock Outstanding | 8,606,780 | |
Recapitalization Applied to Convertible Preferred Stock Outstanding Effected for Exchange ratio | 78,120,214 | |
Exercise of common stock options | 701,139 | |
2020 Stock Options [Member] | ||
Business Acquisition [Line Items] | ||
Exercise of common stock options | 38,675 | |
Exercise of common stock options, Effected for Exchange Ratio | 351,037 | |
2021 Stock Options [Member] | ||
Business Acquisition [Line Items] | ||
Exercise of common stock options | 77,247 | |
Exercise of common stock options, Effected for Exchange Ratio | 701,139 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregated Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 308 | $ 527 |
% of Revenue | 100.00% | 100.00% |
Recognized at a point in time [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 293 | $ 135 |
% of Revenue | 95.00% | 26.00% |
Recognized over time [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 15 | $ 392 |
% of Revenue | 5.00% | 74.00% |
North America [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 201 | $ 135 |
% of Revenue | 65.00% | 26.00% |
Europe [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 15 | $ 392 |
% of Revenue | 5.00% | 74.00% |
Asia [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 92 | $ 0 |
% of Revenue | 30.00% | 0.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Disaggregation Of Revenue [Line Items] | ||
Contract assets | $ 626 | $ 626 |
Contract liabilities | 36 | 51 |
Other current assets [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract assets | 600 | 600 |
Other current liabilities [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract liabilities | $ 100 | $ 100 |
Financial Instruments - Summary
Financial Instruments - Summary of Financial assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Available-for-sale [Abstract] | ||
Adjusted Cost | $ 522,906,000 | |
Cash | 5,725,000 | $ 694 |
Unrealized Losses | (29,000) | |
Fair Value | 522,877,000 | |
Cash and cash equivalents | 469,405,000 | 24,624,000 |
Marketable Securities | 53,472,000 | $ 0 |
Financial liabilities, Adjusted cost | 2,346,000 | |
Financial liabilities, Fair value | 2,346,000 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Available-for-sale [Abstract] | ||
Adjusted Cost | 434,984,000 | |
Fair Value | 434,984,000 | |
Cash and cash equivalents | 434,984,000 | |
Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale [Abstract] | ||
Adjusted Cost | 82,197,000 | |
Unrealized Losses | (29,000) | |
Fair Value | 82,168,000 | |
Cash and cash equivalents | 28,696,000 | |
Marketable Securities | 53,472,000 | |
Fair Value, Inputs, Level 2 [Member] | U.S. Government Securities [Member] | ||
Available-for-sale [Abstract] | ||
Adjusted Cost | 5,089,000 | |
Unrealized Losses | (1,000) | |
Fair Value | 5,088,000 | |
Marketable Securities | 5,088,000 | |
Fair Value, Inputs, Level 2 [Member] | Corporate Bonds [Member] | ||
Available-for-sale [Abstract] | ||
Adjusted Cost | 17,141,000 | |
Unrealized Losses | (17,000) | |
Fair Value | 17,124,000 | |
Cash and cash equivalents | 0 | |
Marketable Securities | 17,124,000 | |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Available-for-sale [Abstract] | ||
Adjusted Cost | 59,967,000 | |
Unrealized Losses | (11,000) | |
Fair Value | 59,956,000 | |
Cash and cash equivalents | 28,696,000 | |
Marketable Securities | 31,260,000 | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities [Member] | ||
Available-for-sale [Abstract] | ||
Financial liabilities, Adjusted cost | 2,346,000 | |
Financial liabilities, Fair value | $ 2,346,000 |
Financial Instruments (Addition
Financial Instruments (Additional Information) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Marketable Securities | $ 53,472,000 | $ 0 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair Value, Beginning Balance | $ 0 |
Private placement warrant liability acquired as part of the merger | 3,014 |
Change in the fair value included in other income (expense), net | (668) |
Fair Value, Ending Balance | $ 2,346 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Black-Scholes Option Pricing Model For Private Warrants (Details) | Mar. 31, 2021yr | Mar. 12, 2021yr |
Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.9 | 5 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 62.6 | 70 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.90 | 0.85 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 927 | $ 586 |
Work-in-progress | 160 | 73 |
Finished goods | 442 | 560 |
Total inventory | $ 1,529 | $ 1,219 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 4,344 | $ 3,461 |
Less: accumulated depreciation | (2,063) | (1,847) |
Total property, plant and equipment, net | 2,281 | 1,614 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 858 | 658 |
Lab Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 1,329 | 1,324 |
Testing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 379 | 313 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 796 | 765 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 565 | |
Furniture And Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 401 | 401 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 16 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 215 | $ 187 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Deferred transaction costs | $ 0 | $ 3,041 |
Prepaid expenses | 919 | 1,105 |
Contract assets | 626 | 626 |
Vendor deposits | 445 | 198 |
Other current assets | 53 | 0 |
Total other current assets | $ 2,043 | $ 4,970 |
Other Current Liabilities - Sc
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Current [Abstract] | ||
Sales tax payable | $ 217 | $ 180 |
Contract liabilities | 36 | 51 |
Other current liabilities | 31 | 44 |
Total other current liabilities | $ 284 | $ 275 |
Capital Structure - Additional
Capital Structure - Additional Information (Details) | Mar. 12, 2021 | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Class Of Stock [Line Items] | ||||
Temporary equity, shares authorized | shares | 432,000,000 | |||
Common stock, shares authorized | shares | 422,000,000 | 422,000,000 | ||
Preferred Stock, Conversion Basis | 1:1 basis | |||
Conversion Ratio | 0.0907659 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | shares | 10,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | shares | 0 | 0 | 0 | |
Pre-combination Aeva preferred stock outstanding | shares | 0 | 0 | 0 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Series Seed Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Conversion Ratio | 9.07659 | |||
Preferred stock, par value | $ / shares | 0.001 | |||
Series A-1 Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ / shares | 0.001 | |||
Series B Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ / shares | 0.001 | |||
Public Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 11.50 | |||
Class of Warrant or Right, Outstanding | shares | 12,075,000 | |||
Private Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 11.50 | |||
Class of Warrant or Right, Outstanding | shares | 384,000 |
Capital Structure - Schedule of
Capital Structure - Schedule of Conversions of Stock (Details) | Mar. 12, 2021shares | Mar. 12, 2021 | Mar. 31, 2021 |
Conversion of Stock [Line Items] | |||
Preferred Stock Shares | 8,606,780 | ||
Conversion Ratio | 0.0907659 | ||
Common Stock Shares | 78,120,214 | ||
Series Seed Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock Shares | 3,198,556 | ||
Conversion Ratio | 9.07659 | ||
Common Stock Shares | 29,031,982 | ||
Series A Convertible Preferred Stock (pre-combination) [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock Shares | 2,851,057 | ||
Conversion Ratio | 9.07659 | ||
Common Stock Shares | 25,877,876 | ||
Series B Convertible Preferred Stock (pre-combination) [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock Shares | 1,032,888 | ||
Conversion Ratio | 9.07659 | ||
Common Stock Shares | 9,375,100 | ||
Series B-1 Convertible Preferred Stock (pre-combination) [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock Shares | 1,524,279 | ||
Conversion Ratio | 9.07659 | ||
Common Stock Shares | 13,835,256 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Numerator: | ||||||||
Net income (loss) | $ (19,458,000) | $ (157,422) | $ (276,507) | $ (6,852,000) | $ (1,000) | $ 955,055 | $ 797,633 | $ (2,928,961) |
Net loss attributable per share to common stockholders | $ 19,458,000 | $ (6,852,000) | ||||||
Denominator: | ||||||||
Weighted average shares of common stock outstanding - Basic | 163,955,593 | 135,039,812 | ||||||
Dilutive effect of potential common stock | 0 | 0 | ||||||
Weighted average shares of common stock outstanding - Diluted | 163,955,593 | 135,039,812 | ||||||
Basic and diluted net loss per share, Common stock | $ (0.12) | $ (0.05) | $ (0.05) | $ 0 | $ (0.06) | $ (0.08) | $ (0.59) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 18,508,834 | 31,322,097 |
Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 17,073,617 | 18,242,577 |
Restricted Stock Award [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 13,079,520 |
Restricted Stock Units R S U [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,435,217 | 0 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 7.5 | |
Unrecognized stock-based compensation expense, weighted average recognition period | 2 years 6 months 10 days | |
Vesting period | 4 years | |
Number of option outstanding | 17,073,617 | 17,801,986 |
Compensation cost for options | $ 1.1 | |
First 12 Months [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of stock options vesting | 25.00% | |
Remaining 36 Months [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of stock options vesting | 75.00% | |
2016 Stock Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common Stock, Authorized | 14,954,249 | |
Restricted Stock Units (RSUs) [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense related to the restricted stock | $ 8.7 | |
Vesting period | 1 year 10 months 9 days | |
Number of option outstanding | 1,435,217 | 1,536,195 |
Incremental stock-based compensation expense | $ 2.7 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Fair Value Weighted-Average Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2020$ / shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, minimum | 43.50% | [1] |
Expected volatility, maximum | 44.60% | [1] |
Risk free interest rate, minimum | 1.20% | [2] |
Risk free interest rate, maximum | 1.60% | [2] |
Dividend yield | 0.00% | [3] |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 5 years 9 months 14 days | [4] |
Common stock value | $ 14.32 | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 7 days | [4] |
Common stock value | $ 14.50 | |
[1] | Expected volatility was estimated based on comparable companies’ reported volatilities. | |
[2] | The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. | |
[3] | The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. | |
[4] | Expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Outstanding, Beginning | 17,801,986 |
Number of Options, Outstanding, Ending | 17,073,617 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Outstanding, Beginning | 1,536,195 |
Shares, Granted | 31,196 |
Released | (41,408) |
Shares, Forfeited | (90,766) |
Number of Options, Outstanding, Ending | 1,435,217 |
Weighted Average Graint Date Fair Value per Share, Outstanding, Beginning | $ / shares | $ 7.74 |
Weighted Average Graint Date Fair Value per Share, Granted | $ / shares | 7.74 |
Weighted Average Grant Date Fair Value per Share, Released | $ / shares | 7.74 |
Weighted Average Graint Date Fair Value per Share, Forfeited | $ / shares | 7.74 |
Weighted Average Graint Date Fair Value per Share, Outstanding, Ending | $ / shares | $ 7.74 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options, Outstanding, Beginning | 17,801,986 | |
Number of Options, Exercised | (701,139) | |
Number of Options, Forfeited | (27,230) | |
Number of Options, Outstanding, Ending | 17,073,617 | 17,801,986 |
Number of Options,Vested and exercisable | 10,571,302 | |
Number of Options,Vested and expected to vest | 17,073,617 | |
Weighted- Average Exercise Price, Outstanding, Beginning | $ 0.36 | |
Weighted- Average Exercise Price, Exercised | 0.28 | |
Weighted- Average Exercise Price, Forfeited | 0.55 | |
Weighted- Average Exercise Price, Outstanding, Ending | 0.36 | $ 0.36 |
Weighted- Average Exercise Price, Vested and exercisable as of March 31, 2021 | 0.28 | |
Weighted- Average Exercise Price, Vested and expected to vest as of March 31, 2021 | $ 0.36 | |
Weighted- Average Remaining Contractual Life (Years) | 8 years 14 days | 8 years 3 months 7 days |
Weighted- Average Remaining Contractual Life (Years) | 7 years 8 months 1 day | |
Weighted- Average Remaining Contractual Life (Years) | 8 years 14 days | |
Aggregate Intresic Value,Outstanding, Beginning | $ 140,560 | |
Aggregate Intresic Value,Outstanding, Ending | 191,876 | $ 140,560 |
Aggregate Intresic Value, Vested and exercisable as of March 31, 2021 | 119,671 | |
Aggregate Intresic Value,Vested and expected to vest as of March 31, 2021 | $ 191,876 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 4,513 | $ 881 |
Cost of Revenue [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 28 | |
Research and Development Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,796 | 518 |
Sales and Marketing Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 21 | |
General and Administrative Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,696 | $ 335 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (19,458) | $ (6,852) |
Foreign | ||
Loss before income taxes | $ (19,458) | $ (6,852) |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Maturity Analysis of the Annual Undiscounted Cash Flows of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 01, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2021 | $ 1,083 | |
2022 | 1,775 | |
2023 | 1,436 | |
2024 | 1,097 | |
2025 | 1,130 | |
Thereafter | 384 | |
Lessee, Operating Lease, Liability, to be Paid, Total | 6,906 | |
Less: imputed interest | 764 | |
Operating lease liabilities | $ 6,142 | $ 1,700 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Entity Wide Revenue Major Customer [Line Items] | ||
Number of Operating Segments | 1 | |
Operating Segments [Member] | Revenue [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Number of Operating Segments | 5 | 3 |
Operating Segments [Member] | Revenue [Member] | Customer One [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk, percentage | 30.00% | 74.00% |
Operating Segments [Member] | Revenue [Member] | Customer Two [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk, percentage | 29.00% | 15.00% |
Operating Segments [Member] | Revenue [Member] | Customer Three [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk, percentage | 12.00% | 10.00% |
Operating Segments [Member] | Revenue [Member] | Customer Four [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk, percentage | 12.00% | |
Operating Segments [Member] | Revenue [Member] | Customer Five [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Concentration risk, percentage | 11.00% |