Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 16, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39395 | |
Entity Registrant Name | Faraday Future Intelligent Electric Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4720320 | |
Entity Address, Address Line One | 18455 S. Figueroa Street | |
Entity Address, City or Town | Gardena | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90248 | |
City Area Code | 424 | |
Local Phone Number | 276-7616 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001805521 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | FFIE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 1,424,045,557 | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | FFIEW | |
Security Exchange Name | NASDAQ | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 64,000,588 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Total Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of revenues | ||||
Total cost of revenues | 6,613 | 0 | 6,613 | 0 |
Gross loss | (6,613) | 0 | (6,613) | 0 |
Operating expenses | ||||
Research and development | 25,269 | 96,608 | 83,077 | 211,543 |
Sales and marketing | 7,699 | 6,198 | 12,764 | 12,384 |
General and administrative | 17,062 | 33,253 | 43,575 | 61,133 |
Loss on disposal of property and equipment | 0 | 1,407 | 3,698 | 1,407 |
Change in fair value of earnout liability | (664) | 0 | 2,100 | 0 |
Total operating expenses | 49,366 | 137,466 | 145,214 | 286,467 |
Loss from operations | (55,979) | (137,466) | (151,827) | (286,467) |
Other (expense) income, net | (1,466) | (6,936) | (298) | (7,851) |
Loss before income taxes | (124,900) | (141,685) | (269,873) | (294,783) |
Income tax provision | (28) | (9) | (28) | (9) |
Net loss | (124,928) | (141,694) | (269,901) | (294,792) |
Total comprehensive loss | ||||
Net loss | (124,928) | (141,694) | (269,901) | (294,792) |
Foreign currency translation adjustment | 6,122 | 4,248 | 5,567 | 3,684 |
Total comprehensive loss | $ (118,806) | $ (137,446) | $ (264,334) | $ (291,108) |
Class A | ||||
Net loss per share of Class A and B Common Stock attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.10) | $ (0.44) | $ (0.28) | $ (0.91) |
Diluted (in dollars per share) | $ (0.10) | $ (0.44) | $ (0.28) | $ (0.91) |
Weighted average shares used in computing net loss per share of Class A and B Common Stock: | ||||
Basic (in shares) | 1,196,878,783 | 322,717,920 | 963,766,803 | 322,466,055 |
Diluted (in shares) | 1,196,878,783 | 322,717,920 | 963,766,803 | 322,466,055 |
Class B | ||||
Net loss per share of Class A and B Common Stock attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.10) | $ (0.44) | $ (0.28) | $ (0.91) |
Diluted (in dollars per share) | $ (0.10) | $ (0.44) | $ (0.28) | $ (0.91) |
Weighted average shares used in computing net loss per share of Class A and B Common Stock: | ||||
Basic (in shares) | 1,196,878,783 | 322,717,920 | 963,766,803 | 322,466,055 |
Diluted (in shares) | 1,196,878,783 | 322,717,920 | 963,766,803 | 322,466,055 |
Related Party | ||||
Operating expenses | ||||
Change in fair value of notes payable and warrant liabilities | $ 384 | $ 0 | $ 384 | $ 0 |
Loss on settlement of notes payable | (6,492) | 0 | (6,492) | 0 |
Interest expense | (70) | (1,313) | (70) | (1,935) |
Nonrelated Party | ||||
Operating expenses | ||||
Change in fair value of notes payable and warrant liabilities | 24,324 | 5,158 | 72,459 | 6,344 |
Loss on settlement of notes payable | (85,392) | 0 | (183,528) | 0 |
Interest expense | $ (209) | $ (1,128) | $ (501) | $ (4,874) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 17,893 | $ 16,968 |
Restricted cash | 1,503 | 1,546 |
Inventory | 10,301 | 4,457 |
Deposits | 61,317 | 44,066 |
Other current assets | 14,583 | 17,489 |
Total current assets | 105,597 | 84,526 |
Property and equipment, net | 425,294 | 406,320 |
Finance lease right-of-use assets | 12,181 | 12,362 |
Operating lease right-of-use assets | 18,091 | 19,588 |
Other non-current assets | 6,325 | 6,492 |
Total assets | 567,488 | 529,288 |
Current liabilities | ||
Accounts payable | 92,757 | 91,603 |
Accrued expenses and other current liabilities | 55,835 | 65,709 |
Operating lease liabilities, current portion | 2,730 | 2,538 |
Finance lease liabilities, current portion | 1,416 | 1,364 |
Total current liabilities | 187,619 | 268,245 |
Finance lease liabilities, less current portion | 5,844 | 6,570 |
Operating lease liabilities, less current portion | 16,622 | 18,044 |
Other liabilities | 10,051 | 9,429 |
Total liabilities | 289,788 | 328,296 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Additional paid-in capital | 4,065,136 | 3,724,180 |
Accumulated other comprehensive income | 9,072 | 3,505 |
Accumulated deficit | (3,796,656) | (3,526,755) |
Total stockholders’ equity | 277,700 | 200,992 |
Total liabilities and stockholders’ equity | 567,488 | 529,288 |
Related Party | ||
Current liabilities | ||
Accounts payable | 300 | 100 |
Warrant liabilities | 1,526 | 0 |
Accrued interest | 70 | 0 |
Notes payable, current portion | 8,778 | 8,964 |
Notes payable, less current portion | 7,777 | 0 |
Nonrelated Party | ||
Current liabilities | ||
Warrant liabilities | 19,577 | 92,781 |
Accrued interest | 25 | 189 |
Notes payable, current portion | 4,905 | 5,097 |
Notes payable, less current portion | 61,875 | 26,008 |
Class A | ||
Stockholders’ equity | ||
Common stock | 142 | 56 |
Class B | ||
Stockholders’ equity | ||
Common stock | $ 6 | $ 6 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,690,000,000 | 815,000,000 |
Common stock, shares issued (in shares) | 1,423,751,384 | 563,346,216 |
Common stock, shares outstanding (in shares) | 1,423,751,384 | 563,346,216 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 64,000,588 | 64,000,588 |
Common stock, shares outstanding (in shares) | 64,000,588 | 64,000,588 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Commitment to Issue Class A Common Stock and Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Notes Payable | Class A | Class A Cumulative Effect, Period of Adoption, Adjustment | Common Stock Class A | Common Stock Class A Notes Payable | Common Stock Class B | Additional Paid-in Capital | Additional Paid-in Capital Notes Payable | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2021 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | $ 32,900 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||
Ending balance at Jun. 30, 2022 | $ 32,900 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 168,693,323 | 0 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 567,654 | $ 17 | $ 0 | $ 3,482,226 | $ (6,945) | $ (2,907,644) | |||||||
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | $ (20,265) | $ (20,265) | |||||||||||
Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | 3,393 | 3,393 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of shares (in shares) | 68,887,416 | 64,000,588 | |||||||||||
Issuance of shares | 0 | $ 7 | $ 6 | (13) | |||||||||
Stock-based compensation | 6,474 | 6,474 | |||||||||||
Exercise of stock options (in shares) | 962,736 | ||||||||||||
Exercise of stock options | 2,354 | 2,354 | |||||||||||
Foreign currency translation adjustment | 3,684 | 3,684 | |||||||||||
Net loss | (294,792) | (294,792) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 238,543,475 | 64,000,588 | |||||||||||
Ending balance at Jun. 30, 2022 | 268,502 | $ 24 | $ 6 | 3,491,041 | (3,261) | (3,219,308) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | $ 32,900 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 168,693,323 | 0 | |||||||||||
Beginning balance at Dec. 31, 2021 | 567,654 | $ 17 | $ 0 | 3,482,226 | (6,945) | (2,907,644) | |||||||
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | (20,265) | (20,265) | |||||||||||
Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | $ 3,393 | $ 3,393 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Reclassification of Feb. 28, 2023 stock-based awards liability to equity due to authorized share increase (Note 11) | (4,000) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 563,346,216 | 64,000,588 | |||||||||||
Ending balance at Dec. 31, 2022 | 200,992 | $ 56 | $ 6 | 3,724,180 | 3,505 | (3,526,755) | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||
Beginning balance at Mar. 31, 2022 | $ 32,900 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||
Ending balance at Jun. 30, 2022 | $ 32,900 | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 238,197,018 | 64,000,588 | |||||||||||
Beginning balance at Mar. 31, 2022 | 402,322 | $ 24 | $ 6 | 3,487,415 | (7,509) | (3,077,614) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of shares (in shares) | 145,396 | ||||||||||||
Stock-based compensation | 3,127 | 3,127 | |||||||||||
Exercise of stock options (in shares) | 201,061 | ||||||||||||
Exercise of stock options | 499 | 499 | |||||||||||
Foreign currency translation adjustment | 4,248 | 4,248 | |||||||||||
Net loss | (141,694) | (141,694) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 238,543,475 | 64,000,588 | |||||||||||
Ending balance at Jun. 30, 2022 | 268,502 | $ 24 | $ 6 | 3,491,041 | (3,261) | (3,219,308) | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | 563,346,216 | 64,000,588 | |||||||||||
Beginning balance at Dec. 31, 2022 | 200,992 | $ 56 | $ 6 | 3,724,180 | 3,505 | (3,526,755) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Conversion of notes payable and accrued interest into Class A Common Stock (Note 9) (in shares) | 807,189,395 | ||||||||||||
Conversion of notes payable and accrued interest into Class A Common Stock (Note 9) | $ 283,109 | $ 81 | $ 283,028 | ||||||||||
Change in classification of warrants from Additional paid-in capital to liability pursuant to the Warrant Exchange (Note 9) | (6,811) | (6,811) | |||||||||||
Reclassification of Feb. 28, 2023 earnout shares liability to equity due to authorized share increase (Note 11) | 5,014 | 5,014 | |||||||||||
Reclassification of Feb. 28, 2023 stock-based awards liability to equity due to authorized share increase (Note 11) | 8,978 | 8,978 | |||||||||||
Reclassification of Feb. 28, 2023 stock-based awards liability to equity due to authorized share increase (Note 11) | (2,112) | (2,112) | |||||||||||
Reclassification of stock-based awards from equity to liability on April 21, 2023 due to insufficient authorized shares (Note 11) | (2,979) | (2,979) | |||||||||||
Stock-based compensation | $ 4,523 | 4,523 | |||||||||||
Exercise of warrants (in shares) | 60,395,603 | 51,128,708 | |||||||||||
Exercise of warrants | $ 51,276 | $ 5 | 51,271 | ||||||||||
Exercise of stock options (in shares) | 49,456 | ||||||||||||
Exercise of stock options | 44 | 44 | |||||||||||
Issuance of shares for RSU vesting | $ 0 | ||||||||||||
Issuance of shares for RSU vesting (in shares) | 2,284,949 | ||||||||||||
Cancellations (in shares) | (247,340) | ||||||||||||
Foreign currency translation adjustment | 5,567 | 5,567 | |||||||||||
Net loss | (269,901) | (269,901) | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,423,751,384 | 64,000,588 | |||||||||||
Ending balance at Jun. 30, 2023 | 277,700 | $ 142 | $ 6 | 4,065,136 | 9,072 | (3,796,656) | |||||||
Beginning balance (in shares) at Mar. 31, 2023 | 838,872,039 | 64,000,588 | |||||||||||
Beginning balance at Mar. 31, 2023 | 255,777 | $ 84 | $ 6 | 3,924,465 | 2,950 | (3,671,728) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Conversion of notes payable and accrued interest into Class A Common Stock (Note 9) (in shares) | 583,649,776 | ||||||||||||
Conversion of notes payable and accrued interest into Class A Common Stock (Note 9) | $ 144,928 | $ 58 | $ 144,870 | ||||||||||
Reclassification of Feb. 28, 2023 stock-based awards liability to equity due to authorized share increase (Note 11) | (2,112) | (2,112) | |||||||||||
Reclassification of stock-based awards from equity to liability on April 21, 2023 due to insufficient authorized shares (Note 11) | (2,979) | (2,979) | |||||||||||
Stock-based compensation | 892 | 892 | |||||||||||
Issuance of shares for RSU vesting (in shares) | 1,476,909 | ||||||||||||
Cancellations (in shares) | (247,340) | ||||||||||||
Foreign currency translation adjustment | 6,122 | 6,122 | |||||||||||
Net loss | (124,928) | (124,928) | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 1,423,751,384 | 64,000,588 | |||||||||||
Ending balance at Jun. 30, 2023 | $ 277,700 | $ 142 | $ 6 | $ 4,065,136 | $ 9,072 | $ (3,796,656) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (269,901) | $ (294,792) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 14,534 | 9,846 |
Stock-based compensation | 9,272 | 6,474 |
Loss on disposal of property and equipment | 3,698 | 1,407 |
Change in fair value of earnout liability | 2,100 | 0 |
Change in operating lease right-of-use assets | 1,419 | 0 |
Loss on foreign exchange | 164 | 2,484 |
Loss (gain) on forgiveness of accounts payable and deposits, net | 135 | 2,190 |
Non-cash interest expense | 0 | 4,609 |
Other | 669 | 216 |
Changes in operating assets and liabilities: | ||
Deposits | (17,767) | 11,104 |
Inventory | (5,844) | (950) |
Other current and non-current assets | 2,977 | 2,998 |
Accounts payable | 9,905 | 24,403 |
Accrued expenses and other current liabilities | (27,551) | 12,785 |
Operating lease liabilities | (1,097) | (1,678) |
Accrued interest expense | (127) | (9,856) |
Net cash used in operating activities | (160,708) | (235,104) |
Cash flows from investing activities | ||
Payments for property and equipment | (25,852) | (90,234) |
Net cash used in investing activities | (25,852) | (90,234) |
Cash flows from financing activities | ||
Proceeds from exercise of warrants | 4,074 | 0 |
Payments of notes payable | 0 | (87,258) |
Payments of finance lease obligations | (673) | (936) |
Proceeds from exercise of stock options | 44 | 2,354 |
Net cash provided by (used in) financing activities | 181,838 | (85,840) |
Effect of exchange rate changes on cash and restricted cash | 5,604 | 2,235 |
Net increase (decrease) in cash and restricted cash | 882 | (408,943) |
Cash and restricted cash, beginning of period | 18,514 | 530,477 |
Cash and restricted cash, end of period | 19,396 | 121,534 |
Cash and restricted cash | ||
Cash | 17,893 | |
Restricted cash | 1,503 | |
Total cash and restricted cash | 19,396 | 121,534 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 465 | 12,937 |
Supplemental disclosure of noncash investing and financing activities | ||
Additions of property and equipment included in accounts payable and accrued expenses | 20,047 | 7,331 |
Reclassification of Feb. 28, 2023 stock-based awards liability to equity due to authorized share increase | 8,978 | 0 |
Reclassification of Feb. 28, 2023 earnout shares liability to equity due to authorized share increase | 5,014 | 0 |
Issuance of Secured SPA Warrants pursuant to the Exchange Agreement (Note 8) | 30,348,000 | |
Issuance of Secured SPA Notes pursuant to the Exchange Agreement (Note 8) | 16,500 | 0 |
Reduction in outstanding warrants pursuant to the Exchange Agreement (Note 8) | (16,506) | 0 |
Reclassification of earnout shares from equity to liability on April 21, 2023 due to insufficient authorized shares | 2,112 | |
Reclassification of stock-based awards from equity to liability on April 21, 2023 due to insufficient authorized shares | 2,979 | 0 |
Change in classification of warrants from Additional paid-in capital to liability pursuant to the Warrant Exchange (Note 8) | 6,811 | 0 |
Recognition of operating right of use assets and lease liabilities upon adoption of ASC 842 and for new leases entered into in 2022 | 0 | 9,991 |
Related Party | ||
Supplemental disclosure of noncash investing and financing activities | ||
Conversion of convertible note to equity | 9,739 | 0 |
Nonrelated Party | ||
Supplemental disclosure of noncash investing and financing activities | ||
Conversion of convertible note to equity | 96,719 | 0 |
Nonrelated Party | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash change in fair value of notes payable and warrant liabilities | (72,930) | (6,344) |
Loss on settlement of notes payable | 183,528 | 0 |
Cash flows from financing activities | ||
Proceeds from notes payable, net of original issuance discount | 160,800 | 0 |
Settlement of notes payable transaction costs | (1,834) | 0 |
Related Party | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash change in fair value of notes payable and warrant liabilities | (384) | 0 |
Loss on settlement of notes payable | 6,492 | 0 |
Cash flows from financing activities | ||
Proceeds from notes payable, net of original issuance discount | 19,782 | 0 |
Settlement of notes payable transaction costs | $ (355) | $ 0 |
Nature of Business and Organiza
Nature of Business and Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Organization and Basis of Presentation | Nature of Business and Organization and Basis of Presentation Nature of Business and Organization Faraday Future Intelligent Electric Inc. (“FFIE”), a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. (“Legacy FF”), founded in 2014 and headquartered in Los Angeles, California. References to the “Company” or “FF” refer to FFIE and its consolidated subsidiaries. FF is a global shared intelligent electric mobility ecosystem company with a vision to reformat the automotive industry. On July 21, 2021 (the “Closing Date”), the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021 (as amended, the “Merger Agreement”), by and among the Company, PSAC Merger Sub Ltd. (“Merger Sub”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of Property Solutions Acquisition Corp. (“PSAC”), a Delaware corporation our predecessor company, and Legacy FF. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF, with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the consummation of the Business Combination (the “Closing”), PSAC changed its name from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” Concurrently with the execution of the Merger Agreement, the Company entered into separate Subscription Agreements with a number of investors (“PIPE Investors”) pursuant to which, on the Closing Date, the PIPE Investors purchased, and the Company issued, an aggregate of 76,140,000 shares of Class A Common Stock (as defined below), for a purchase price of $10.00 per share with an aggregate purchase price of $761.4 million (“PIPE Financing”). Shares sold and issued in the PIPE Financing included registration rights. The closing of the private placement occurred immediately prior to the Closing Date. The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles. The Company manufactures vehicles at its ieFactory California production facility in Hanford, California and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform. Principles of Consolidation and Basis of Presentation The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. They include the accounts of the Company, its wholly-owned subsidiaries and all other entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2022, included in the Company’s Form 10-K/A filed with SEC on August 21, 2023 (“Form 10-K/A”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2022, has been derived from the Company’s annual audited Condensed Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements. The Company believes that the disclosures included in this Form 10-Q are adequate to make the information presented not misleading. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, its results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Condensed Consolidated Financial Statements for the year ended December 31, 2022, included in the Form 10-K/A, except as described below. Our annual reporting period is the calendar year. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable and notes payable; (v) fair value of options granted to employees and non-employees; (vi) fair value of warrants, and (vii) incremental borrowing rate used to measure operating lease liabilities. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate, estimates are subject to additional volatility. As of the date the Company’s unaudited Condensed Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained. Actual results could differ from these estimates and any such differences may have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. Customer Deposits and Deferred Revenue The Company’s customers may reserve a vehicle and preorder certain services by making a customer deposit, which is fully refundable at any time. Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits (Accrued expenses and other current liabilities). Customer deposits were approximately $3.6 million and $3.4 million as of June 30, 2023 and December 31, 2022, respectively. When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance prior to the transfer of products or services by the Company. Such advance payments are considered non-refundable, and the Company defers revenue related to any products or services that are not yet transferred. As of June 30, 2023, the Company has yet to deliver a vehicle or recognize revenue related to the delivery of a vehicle. Deferred revenue related to products and services was immaterial as of June 30, 2023 and December 31, 2022. Inventory and Inventory Valuation Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work in progress, and finished goods. The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out (“FIFO”) basis. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. Cost of Revenues On March 29, 2023, the Company announced the start of production of its first electric vehicle, the FF 91 Futurist and, on April 14, 2023, the Company’s first production FF 91 Futurist vehicle came off the production line. However, the Company has not yet recognized any revenue from the design, development, manufacturing, engineering, sale, or distribution of its electric vehicles. Accordingly, cost of revenues recognized during the three months ended June 30, 2023 , in advance of recognizing any revenue, represents production costs that in accordance with GAAP cannot be capitalized in inventory as of June 30, 2023 , including charges to write down the carrying value of our inventory when it exceeds its estimated net realizable value. Stock-Based Compensation Effective January 1, 2023, stock-based compensation expense is reduced for forfeitures only when they occur. This change of accounting policy resulted in the recognition of a cumulative increase of prior stock-based compensation expenses totaling $1.8 million, which was recorded in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2023. Income Tax The income tax provision (benefit) recognized in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 was immaterial. The difference in the Company’s effective tax rate from the federal statutory rate of 21% is primarily due to full domestic and international valuation allowances. The Company records a full valuation allowance to reflect limited benefits for income taxes in jurisdictions that historically reported losses and a provision for income taxes in jurisdictions that are profitable. The income tax provision for each period was the combined calculated tax expenses/benefits for various jurisdictions. The Company is subject to taxation and files income tax returns with the U.S. federal government, the state of California and China. The Company’s income tax returns are open to examination by the relevant tax authorities until the expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. As of June 30, 2023, the Company is not under any tax audits on its income tax returns. All of the Company’s prior year tax returns, from 2016 through 2021, are open under Chinese tax law. The Company did not accrue any interest or penalties related to the Company's unrecognized tax benefits as of June 30, 2023 and 2022, as the uncertain tax benefits only reduced the net operating losses. The Company does not expect the uncertain tax benefits to have a material impact on its unaudited Condensed Consolidated Financial Statements within the next twelve months. Reclassifications Certain reclassifications have been made to the prior period in the accompanying unaudited Condensed Consolidated Financial Statements to conform with the current presentation. Inventory and Finance lease right-of-use assets are now separately presented in the unaudited Condensed Consolidated Balance Sheets, as they were previously included in Other current assets and Property and equipment, Net, respectively (see Note 5, Deposits and Other Current Assets and Note 6, Property and Equipment, Net ). In addition, the Buildings and Leasehold improvements within Property and equipment (see Note 6, Property and Equipment, Net ) have been combined, as they were previously presented separately. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 6 Months Ended |
Jun. 30, 2023 | |
Liquidity and Capital Resources [Abstract] | |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these unaudited Condensed Consolidated Financial Statements were issued. Since its formation, the Company has devoted substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of initial electric vehicle models, the build out of its Hanford, California manufacturing facility, and capital raising. Since inception, the Company has incurred cumulative losses from operations and negative cash flows from operating activities, and has an accumulated deficit of $3,796.7 million and a cash balance of $17.9 million as of June 30, 2023. The Company expects to continue to generate significant operating losses for the foreseeable future. The Company has funded its operations and capital needs primarily through the net proceeds received from capital contributions, the issuance of related party notes payable and notes payable (see Note 9, Related Party Notes Payable , and Note 8, Notes Payable ), the sale of Common Stock, and the net proceeds received from the Business Combination and the PIPE Financing (see Note 1, Nature of Business and Organization and Basis of Presentation ). FF announced the start of production of its first electric vehicle, the FF 91 Futurist, on March 29, 2023. However, FF has not recognized any revenue as of the date hereof. FF’s future business depends in large part on its ability to execute its plans to develop, manufacture, market, and deliver electric vehicles, including the FF 91, FF 81, FF 71 series, and Smart Last Mile Delivery (“SLMD”) electric vehicle models that appeal to customers. Based on certain management assumptions, including timely completion of certain testing and the suppliers meeting our supply chain requirement, FF originally expected deliveries of the FF 91 to users to begin before the end of April 2023. However, certain of FF’s suppliers informed FF that they were unable to meet FF’s timing requirements and, therefore, FF updated the timing for the start of deliveries for its FF 91 vehicle. FF has developed a three-phase delivery plan for the FF 91. The first phase began at the end of May 2023, and the second phase began in August 2023, and will be followed by the third phase. The first phase is the “Industry Expert Futurist Product Officer (“FPO”) Co-Creation Delivery.” In this first phase, the Industry Expert FPO(s) are expected to pay in full for an FF 91 vehicle in order to reserve the vehicle and be trained in the use of the vehicle. The Company will begin delivery of the reserved FF 91 vehicles to the FPO during the second phase, which is the “FPO Co-Creation Delivery.” In this second phase, FPO(s) will take possession of the FF 91 vehicle and are also entering into consulting, branding, and other arrangements with FF in exchange for fees to be paid by the Company to the FPO(s). The third phase is the “Full Co-Creation Delivery,” in which, FF will deliver FF 91 vehicles to all spire users that are expected to have paid in full for an FF 91 vehicle at time of delivery. Further, FF needs substantial additional financing to start the third phase of the delivery plan and is in discussions with additional potential investors to obtain such financing. As FF executes the three-phase delivery plan, it plans to continue to move vehicles into production and off-the-line with high quality and high product power. There is no assurance FF will be able to timely receive sufficient funding under existing or new financing commitments to produce and deliver the FF 91 on that timeline or at all. If unable to receive sufficient funding, FF will be required to obtain new financing commitments, which may not be available to it under reasonable commercial terms if at all. Further, there cannot be any assurance that FF will develop the manufacturing capabilities and processes, secure reliable sources of component supply to meet quality, engineering, design or production standards, or to meet the required production volumes to successfully grow into a viable, cash flow positive, business. The Company has continued financing discussions with multiple parties, but has experienced delays in securing additional funding commitments, which have exacerbated the supply chain and liquidity pressures on FF’s business. Additionally, certain investors under the Secured SPA or Unsecured SPA (each as defined below) may not fund their commitments until the Company increases the number of authorized shares of its 1,690,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and registers the securities underlying the Secured or Unsecured SPA Warrants and Notes in an effective registration statement. On August 16, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”) at which meeting, FF stockholders approved, among other proposals, a proposal authorizing the Board to effect a reverse stock split of the Company’s outstanding common stock at a range between 1-for-2 and 1-for-90 shares of outstanding common stock. The Company anticipates implementing the reverse stock split (which will result in an increase in authorized shares of Common Stock) soon after the issuance of the unaudited Condensed Consolidated Financial Statements, at which time it will have sufficient authorized shares of Class A Common Stock to fulfill its obligation to issue shares upon exercise of all of the warrants and conversion of all of the notes issued or issuable under the Secured SPA and Unsecured SPA, and to pay interest Make-Whole Amounts in shares upon conversion of such notes. There can be no assurance that FF will be able to satisfy the closing conditions under the Unsecured SPA or that FF will be able further to successfully obtain additional incremental convertible senior secured note purchasers under the Secured SPA or Unsecured SPA or other debt or equity financing in a timely manner or on acceptable terms, if at all. These factors, in addition to the continued rise in inflation and other challenging macroeconomic conditions, have led FF to take steps to preserve its current cash position, including reducing spending, extending payment cycles and implementing other similar measures. If FF’s ongoing capital raising efforts are unsuccessful or significantly delayed, or if FF experiences prolonged material adverse trends in its business, FF’s production will be delayed or decreased, and actual use of cash, production volume and revenue for 2023 will vary from the Company’s previously disclosed forecasts, and such variances may be material. While FF is actively engaged in negotiations with potential financing sources, there is no guarantee that it will be able to raise additional capital on terms acceptable to it or at all. In addition to the risk that FF’s assumptions and analyses may prove incorrect, the projections may underestimate the professional fees and other costs to be incurred related to the pursuit of various financing options currently being considered and the ongoing legal risks. Incremental capital needs beyond 2023 to fund operations and the development of the Company’s remaining product portfolio and to ramp up production will be highly dependent on the market success and profitability of the FF 91 and the Company’s ability to accurately estimate and control costs. Apart from the FF 91 series, substantial additional capital will be required to fund operations, research, development, design, and manufacturing efforts for future vehicles. Since August 14, 2022, pursuant to the Secured SPA and Unsecured SPA, the Company has obtained commitments from several investors totaling $462.9 million in convertible note financing and in committed forced warrant exercise proceeds, subject to certain conditions. A total of $292.2 million under these commitments has been funded to date ($256.5 million net of original discount and transaction costs). Of the remaining balance of $171.3 million, an amount of $5.0 million is committed and contingent upon delivery of the FF 91 Futurist to the first batch of bona fide customers, an amount of $15.0 million is expected to be funded within five On November 11, 2022, FF entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), which is an affiliate of Yorkville Advisors. Under the terms of the SEPA, FF has the right, but not the obligation, to sell up to $200.0 million (which can be increased up to $350.0 million under FF’s option) of Class A Common Stock to an affiliate of Yorkville Advisors, subject to certain limitations, at the time of the Company’s choosing during the three-year term of the SEPA. On May 8, 2023, the Company entered into a Securities Purchase Agreement (the “Unsecured SPA”) with Metaverse Horizon Limited (“MHL”) and V W Investment Holding Limited (“VW”, and together with MHL, the ”Unsecured SPA Purchasers”) to issue and sell, subject to the satisfaction of certain closing conditions, $100.0 million aggregate principal amount of the Company’s senior unsecured convertible promissory notes. The Unsecured SPA Purchasers committed to fund in eight subsequent closings fifteen days apart, subject to the satisfaction of certain closing conditions. Any Unsecured SPA Purchaser may postpone or cancel any closing pursuant to the Unsecured SPA in its reasonable discretion if it reasonably determines, based on public information, that the second phase of the Company’s three-phase delivery plan has begun on or prior to August 31, 2023, within 15 calendar days of such deadline. On June 26, 2023, the Company entered into Amendment No. 1 to the Unsecured SPA (the “First Unsecured SPA Amendment”). The First Unsecured SPA Amendment amended and restated Section 2.1(a)(i) of the Unsecured SPA to provide that the Unsecured SPA Purchasers may, in their reasonable discretion, postpone or cancel any closing of their purchase of the Company’s unsecured convertible senior promissory notes pursuant to the Unsecured SPA if the Company has not issued a press release or other public announcement confirming that the second phase of the Company’s three phase delivery plan has begun on or prior to August 31, 2023, within 15 calendar days of such date. On August 9, 2023, the Company announced that it had completed the relevant processes and steps that were needed for the second phase of delivery to begin. The first user took delivery of the FF 91 2.0 Futurist Alliance subsequent to the August 9, 2023 announcement. At the Special Meeting held on August 16, 2023, FF stockholders approved (among other proposals) the issuance of shares in excess of 19.99% of the issued and outstanding shares of the Company's common stock (as defined below) issued or to be issued pursuant to the Unsecured SPA, including the notes and warrants of the Company issued thereunder. Further, the Company is required to use its reasonable best efforts (i) to file, on or prior to May 31, 2023, a registration statement providing for the resale by the Unsecured SPA Purchasers of the reserved shares (the “First Registration Statement”); and (ii) to file, on or prior to the date that is 30 days following the Company’s receipt of stockholder approval (and the filing of an amendment to its charter to reflect such increased in authorized shares of Common Stock), a registration statement providing for the resale by the Unsecured SPA Purchasers of all the remaining shares issuable pursuant to the financing documents (the “Second Registration Statement” and, together with the First Registration Statement, the “Registration Statements”). The Company is also required to use reasonable best efforts (i) to cause the First Registration Statement to become effective within 90 days following the date of the Unsecured SPA; (ii) to cause the Second Registration Statement to become effective within 90 days following the Company’s filing thereof; and (iii) to keep each Registration Statement effective at all times until no Unsecured SPA Purchaser owns any Unsecured SPA Notes, Unsecured SPA Warrants, (each as defined below) or shares of Class A Common Stock issuable upon exercise or conversion thereof. In connection with the Unsecured SPA, the Company entered into equity commitment letters with each of FF Global and the sole stockholder of VW to support the obligations of the Unsecured SPA Purchasers under the Unsecured SPA subject to the limitations set forth therein (the “Equity Commitment Letters”). FF has received third party beneficiary rights in the Equity Commitment Letters to be able to compel the closing or seek damages subject to the limitations set forth therein. In the event of a breach by such investors of their obligations under their equity commitment letters with the Company, the Company may not be able to recover the damages caused by, or receive the funding due to, such breach. On June 26, 2023, pursuant to the FFVV Joinder (as defined below), FFVV agreed to purchase, under the Unsecured SPA, Unsecured Notes in an aggregate principal amount of up to $40.0 million (collectively, the “New Notes”) in installments of $5.0 million at each of the eight closing dates, and pursuant to the Senyun Joinder (as defined below), Senyun agreed to purchase, under the Unsecured SPA, Unsecured Notes (the “New Senyun Notes”) in an aggregate principal amount of up to $30.0 million in installments of $3.8 million at each of the eight closing dates (see Note 8, Notes Payable , for further discussion). On June 16, 2023, the Company filed a shelf registration on Form S-3 with the SEC (the “Shelf Registration”), which was declared effective by the SEC on June 28, 2023. As a result, the Company may from time-to-time issue Class A Common Stock and/or warrants, up to an aggregate amount of $300.0 million in one or more offerings. The Shelf Registration provides an ability for the Company to raise additional capital through Class A Common Stock and/or warrant issuances to both institutional and retail investors as it looks to raise additional financing to support production ramp-up. Despite the potential access to liquidity resulting from the SEPA, the Shelf Registration and the unfunded commitments from the Secured SPA and the Unsecured SPA, the Company projects that it will require additional funds in order to continue operations and support the ramp-up of production of the FF 91 Futurist to generate revenues to put the Company on a path to cash flow break-even. Incremental capital needs beyond 2023 to fund operations and the development of the Company’s remaining product portfolio and to ramp up production will be highly dependent on the market success and profitability of the FF 91 Futurist and the Company’s ability to accurately estimate and control costs. The Company is exploring various funding and financing alternatives to fund its ongoing operations and to ramp up production after the start of production, including equipment leasing, construction financing of the Hanford, California manufacturing facility, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options. The particular funding mechanisms, terms, timing, and amounts are dependent on the Company’s assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. The timely achievement of the Company’s operating plan as well as its ability to maintain an adequate level of liquidity are subject to various risks associated with the Company’s ability to continue to successfully close additional sources of funding, control and effectively manage its costs, as well as factors outside of the Company’s control, including those related to global supply chain disruptions, the rising prices of materials and other potential impacts of the COVID-19 pandemic. There can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s future funding raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to reduce discretionary spending, alter or scale back vehicle development programs, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives, and the Company will likely not be able to continue as a going concern. The unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory (in thousands) June 30, 2023 December 31, 2022 Raw materials $ 8,464 $ 4,457 Work in progress 1,837 — Total inventory $ 10,301 $ 4,457 The increase in inventory is due to the start of production on March 29, 2023. The inventory reserve was zero as of June 30, 2023 and December 31, 2022. |
Variable Interest Entities and
Variable Interest Entities and Joint Ventures | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entities and Joint Ventures | Variable Interest Entities and Joint Ventures The The9 Arrangement On March 24, 2019, the Company entered into a Joint Venture Agreement (“JVA”) with The9 Limited (“The9”). Pursuant to the JVA, the Company and The9 agreed to establish an equity joint venture in Hong Kong, which would in turn establish a wholly-owned subsidiary in China, intended to engage in the business of manufacturing, marketing, selling and distributing the planned Faraday Future Icon V9 model electric vehicle in China. The Company and The9 would each be 50% owners of the joint venture. The9 made a $5.0 million non-refundable initial deposit (“The9 Conditional Obligation”) to the Company to participate in the joint venture. The9 had the right to convert the initial deposit into various classes of stock in the Company. For accounting purposes, the deposit is a financial instrument that embodies a conditional obligation that the issuer may settle by issuing a variable number of shares. The9 Conditional Obligation was measured at fair value, was remeasured at each reporting period, and represented a Level 3 financial instrument under the fair value hierarchy (see Note 13, Fair Value of Financial Instruments ). On November 22, 2020, the parties entered into an agreement to convert the initial deposit into 423,053 shares of Class A Common Stock of the Company, which were issued on February 23, 2021. Neither the Company nor The9 have made contributions to the joint venture as of June 30, 2023, and it has yet to commence business activities. |
Deposits and Other Current Asse
Deposits and Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits and Other Current Assets | Deposits and Other Current Assets (in thousands) Deposits: June 30, 2023 December 31, 2022 Deposits for research and development, prototype and production parts, and other $ 58,348 $ 40,879 Deposits for goods and services yet to be received (“Future Work”) 2,969 3,187 Total deposits $ 61,317 $ 44,066 Other current assets: Prepaid expenses $ 3,557 $ 14,437 Other current assets 11,026 3,052 Total other current assets $ 14,583 $ 17,489 Deposits for research and development, prototype and production parts, and other are recognized and reported as Research and development expenses in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss when services are provided or as prototype parts are received. In addition, during the three and six months ended June 30, 2023, the Company made deposits for inventory and property and equipment items which are classified out of Deposits upon receipt of title. Prepaid expenses primarily consist of software subscriptions and insurance, and Other current assets includes certain deferred expenses. As of June 30, 2023, Other current assets also includes an insurance receivable relating to a legal settlement with a corresponding liability recognized in Accrued expenses and other current liabilities. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net (in thousands) June 30, 2023 December 31, 2022 Buildings and leasehold improvements $ 81,339 $ 5,598 Computer hardware 2,072 3,112 Tooling, machinery and equipment 235,125 9,542 Vehicles 337 337 Computer software 4,125 4,212 Construction in process 125,272 393,814 Less: Accumulated depreciation (22,976) (10,295) Total property and equipment, net $ 425,294 $ 406,320 FF announced the start of production of its first electric vehicle, the FF 91 Futurist, on March 29, 2023, at which point the Company classified a portion of its construction in process assets that are available for their intended use in the amount of $225.7 million and $75.7 million to Tooling, machinery and equipment and Buildings and leasehold improvements, respectively, during the three months ended March 31, 2023. Depreciation expense related to property and equipment totaled $13.2 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $14.3 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (in thousands) June 30, 2023 December 31, 2022 Accrued payroll and benefits $ 24,197 $ 20,502 Accrued legal contingencies 16,877 18,940 Other current liabilities 14,761 26,267 Total accrued expenses and other current liabilities $ 55,835 $ 65,709 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement , which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820, Fair Value Measurement relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds. Level 2 Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. Government and agency debt securities and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds. Level 3 Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models or similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. Notes Payable The Company has elected to measure certain notes payable at fair value. Specifically, the Secured SPA Notes and the Unsecured SPA Notes as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 8, Notes Payable ). The Company used a binomial lattice model and Black Scholes methodology to value various convertible notes payable. The significant assumptions used in the models include the risk-free rate, annual dividend yield, expected life, and volatility of the Company's Class A Common Stock. Fair value measurements associated with the notes payable represent Level 3 valuations under the fair value hierarchy. The fair value adjustments related to notes payables were recorded in Change in fair value measurements on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Secured and Unsecured SPA Warrants The Company has elected to measure the SPA Warrants at fair value. The Company uses either a Black-Scholes Option Pricing or a Monte Carlo simulation model to measure the fair value of the SPA Warrants, where the significant assumptions used include the volatility of the Company’s Class A Common Stock, the Company’s expectations around the full ratchet trigger, the contractual term of the SPA Warrants, the risk-free rate and annual dividend yield. Fair value measurements associated with the liability-classified warrants represent Level 3 valuations under the fair value hierarchy. SEPA During the six months ended June 30, 2023 and as of the date of issuing the unaudited Condensed Consolidated Financial Statements, the Company did not direct Yorkville to buy any shares of Class A Common Stock. The Company determined that SEPA represents a derivative financial instrument under ASC 815, Derivatives and Hedging , which should be recorded at fair value at inception and each reporting date thereafter. The financial instrument was classified as a derivative asset with a fair value of zero as of June 30, 2023 and December 31, 2022. Liabilities due to Insufficient Authorized Shares From time to time, certain of the Company’s equity-linked financial instruments may be classified as derivative liabilities under ASC 815, Derivatives and Hedging , due to the Company having insufficient authorized shares to fully settle the equity-linked financial instruments in shares. See Note 11, Stockholders' Equity . Recurring Fair Value Measurements Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy: June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Liabilities: Warrant liabilities 1 $ — $ — $ 21,103 Notes payable 1 — — 69,652 Earnout shares liability — — 1,448 Share-based payment liabilities — — 2,728 1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities. December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Liabilities: Warrant liabilities $ — $ — $ 92,833 Notes payable — — 26,008 Earnout shares liability — — 2,250 Share-based payment liabilities — — 3,977 There were not any transfers of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy during the six months ended June 30, 2023. The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, accounts payable and accrued liabilities approximate fair value because of their short-term nature or contractually defined value. The following table summarizes the activity of Level 3 fair value measurements: (in thousands) Warrant Liabilities 1 Notes Payable 1 Earnout Shares Liability Liability for Insufficient Authorized Shares Related to Stock Options and RSUs Balance as of December 31, 2022 $ 92,833 $ 26,008 $ 2,250 $ 3,977 Additions 37,159 167,297 — — Net disposal pursuant to Warrant Exchange (16,506) — — — Exercises (47,202) — — — Debt extinguishments 1,317 13,078 — — Change in fair value measurements (46,498) (29,107) 2,100 — Payments of notes payable, including periodic interest — (1,167) — — Stock-based compensation expense — — — 4,752 Reclassification from liability to equity on February 28, 2023 — — (5,014) (8,979) Reclassification from equity to liability on April 21, 2023 — 2,112 2,978 Conversions of notes to Class A Common Stock — (106,457) — — Balance as of June 30, 2023 $ 21,103 $ 69,652 $ 1,448 $ 2,728 1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Notes Payable The Company receives funding via notes payable from various parties, including related parties. These related parties include employees as well as affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s founder and Chief Product and User Ecosystem Officer. Related party notes payable consists of the following as of June 30, 2023: (in thousands) Contractual Contractual Net Related party notes – China December 2023 12.0% $ 5,042 Related party notes – Unsecured SPA October 2029 10% - 15% 7,777 Related party notes – China various other Due on Demand —% 3,736 16,555 Less: Related party notes payable, current (8,778) Total: Related party notes payable, less current $ 7,777 Related party notes payable consists of the following as of December 31, 2022: (in thousands) Contractual Contractual Net Carrying Value Related party notes – China December 31, 2023 12.0% $ 5,209 Related party notes – China various other Due on Demand —% 3,755 $ 8,964 Unsecured SPA MHL is the anchor investor in the Unsecured SPA Notes and has committed $80.0 million of such funding. MHL is a related party of the Company as MHL’s investors include a subsidiary of FF Global. FF Global has control over the Company’s management, business and operations. See Note 8, Notes Payable , for details on the Unsecured SPA. The Company elected the fair value option afforded by ASC 825, Financial Instruments , with respect to the Unsecured SPA Notes because the notes include features, such as a contingently exercisable put option, which meet the definition of an embedded derivative. The Company expensed the original issue discount and transaction costs to Changes in fair value of notes payable and warrant liabilities in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and six months ended June 30, 2023. Subsequent to the issuance of the Unsecured SPA, MHL funded, net of original issue discounts, $19.8 million in exchange for the issuance of the Unsecured SPA Notes and related warrants. In connection with the Unsecured SPA, the Company issued MHL warrants to purchase 8,127,057 shares of the Company’s Class A Common Stock at an exercise price of $0.89 per share, subject to anti-dilution ratchet price protection, exercisable for seven years from the date of issuance (see Note 11, Stockholders' Equity and Note 8, Notes Payable). During the three months ended June 30, 2023 MHL converted $12.0 million of gross principal balances in exchange for 69,731,668 shares of the Company’s Class A Common Stock. In connection with the conversion of Unsecured SPA Notes, the Company recognized a $6.5 million Loss on settlement of related party notes payable, during the three and six months ended June 30, 2023, for the difference between the fair value of the shares issued and the fair value of the debt instrument. Related party notes payable issued pursuant to the Unsecured SPA consist of the following as of June 30, 2023: (in thousands) Contractual Contractual Unpaid Principal Fair Value Original Issue Discount and Proceeds Allocated to Warrants Net MHL - Unsecured SPA Note Various dates in 2029 10% - 15% $ 9,957 $ (446) $ (1,734) $ 7,777 Related Party Notes - China As of April 1, 2023, the Company was in breach of its debt agreement with, and contractual obligation to make interest payments to, Chongqing Leshi Small Loan Co., Ltd., a related party, with an outstanding principal balance of $4.5 million. As a result of the default, the interest rate on the outstanding principal balance has increased to a rate of 18% per annum until the event of default is no longer applicable. The Company recorded $0.1 million in interest expense in related party interest expense during the three and six-months ended June 30, 2023. Fair Value of Related Party Notes Payable Not Carried at Fair Value The estimated fair value of the Company’s related party notes payable not carried at fair value approximated their carrying value as of June 30, 2023 and December 31, 2022, respectively. Schedule of Principal Maturities of Related Party Notes Payable The future scheduled principal maturities of related party notes payable as of June 30, 2023 were as follows: (in thousands) Due on demand $ 3,736 2023 5,042 2029 9,957 $ 18,735 FF Top Holding LLC (“FF Top”) Expense Reimbursements and Consulting Fees On January 31, 2023, the Company entered into a supplemental agreement to a preliminary term sheet (the “Term Sheet” and with such supplemental agreement, the “Supplemental Agreement”) with FF Top, pursuant to which the parties agreed, due to the high amount of FF Top’s out-of-pocket legal fees and expenses incurred in connection with its financing efforts, to amend the Term Sheet to increase the cap for legal fees and expenses from $0.3 million to $0.7 million. The Company agreed to pay the remaining $0.4 million of the fees owed to FF Top as follows: (i) $0.2 million within one business day of execution of the Supplemental Agreement, and (ii) $0.2 million within one business day of consummation of new financing by the Company in an amount not less than $5.0 million or an earlier date approved by the Company’s Board of Directors (the “Board”). Pursuant to the Term Sheet, as amended by the Supplemental Agreement, the Company paid FF Top $0.2 million on each of February 1, 2023 and February 6, 2023. In addition, on April 8, 2023, the Company reimbursed FF Top for $0.2 million related to legal expenses incurred by FF Top in connection with the Sixth Secured SPA Amendment. In early February 2023, FF Top requested from the Company legal expense reimbursement of $6.5 million for costs incurred related to the governance changes at the Company, which was not approved by the Board as of the date the unaudited Condensed Consolidated Financial Statements were issued. FF Top may in the future continue to request additional expense reimbursements and indemnification from the Company. On March 6, 2023, the Company entered into a consulting service agreement with FF Global (the “Consulting Services Agreement”), according to which the Company agreed to pay a monthly consulting fee of $0.2 million to FF Global for the following services: • Assistance in developing its funding strategy. • Assistance in developing its value return and management strategy. • Consultation on and integration of stockholder relations and stockholder resources. • Supporting communications regarding stockholders meetings. • Developing existing stockholder financing strategy, including with respect to retail investors and others. • Assistance in risk management strategy. • Assistance in capability build up and operation strategy. Either party may terminate the Consulting Services Agreement upon one month prior written notice to the other party. Upon any termination of the Consulting Services Agreement, the Company shall promptly pay FF Global any accrued but unpaid fees hereunder and shall reimburse FF Global for any unreimbursed expenses that are reimbursable hereunder. In addition, FF Global is entitled to reimbursement for all reasonable and documented out-of-pocket travel, legal, and other out-of-pocket expenses incurred in connection with their services, which expenses shall not exceed $0.1 million without the prior written consent of the Company. The Company paid $0.6 million and $0.8 million, respectively, to FF Global during the three and six months ended June 30, 2023, pursuant to the Consulting Services Agreement. In addition, the Company settled $0.4 million of fees incurred by FF Global concurrently with the funding of related party notes payable in the three months ended June 30, 2023. Advertising Services Payable to Leshi Information Technology Co., Ltd. (“LeTV”) The Company has recorded a payable to LeTV within Accrued expenses and other current liabilities in the amount of $6.9 million and $7.0 million as of June 30, 2023 and December 31, 2022, respectively, in connection with advertising services provided to the Company in prior years. LeTV is a Shanghai Stock Exchange-listed public company founded and controlled by Mr. Yueting Jia, the Company’s founder and Chief Product and User Ecosystem Officer. Warm Time Inc. (“Warm Time”) and Ocean View Drive Inc. (“Ocean View”) Transactions The Company leased two real properties, located in Rancho Palos Verdes, California (the “Rancho Palos Verdes Properties”), from Warm Time from January 1, 2018 through March 31, 2022. Warm Time in turn leased the Rancho Palos Verdes Properties from Mr. Jia. The Rancho Palos Verdes Properties were used by the Company to provide long-term or temporary housing to employees of the Company (including Dr. Carsten Breitfeld, former Global Chief Executive Officer (“CEO”) of the Company). According to the agreement between the parties, the Company paid Warm Time for rent and certain services, including catering, room services and organization of meetings, external gatherings and events, for the Rancho Palos Verdes Properties. In each of the three and six months ended June 30, 2023 the Company paid to Warm Time less than $0.1 million, respectively, for rent and business development services rendered to the Company and its executives. In each of the three and six months ended June 30, 2022 the Company paid to Warm Time less than $0.1 million, respectively, for rent and business development services rendered to the Company and its executives. As part of its relationship with the Company, Warm Time also served as the conduit for certain loans from Ocean View, an entity formerly controlled by Mr. Yueting Jia and now wholly owned by the spouse of Ruokun Jia, who is the former Assistant Treasurer of the Company and Mr. Yueting Jia’s nephew. The loan principal was repaid to the Company in prior years and accrued interest on such loans remains outstanding as of June 30, 2023 and December 31, 2022 in the amount of $0.2 million and $0.2 million, respectively. In prior years, the Company advanced funding to Ocean View for various real estate purchases, including the Rancho Palos Verdes Properties, and related expenses. As of June 30, 2023 and December 31, 2022, the Company had a receivable in the amount of $0.9 million and $0.9 million, respectively, due from Ocean View recorded in Deposits in the unaudited Condensed Consolidated Balance Sheets. On February 9, 2023, the Company made a payment of approximately $0.2 million on behalf of Ocean View, an indemnified co-defendant, in connection with a seizure of funds related to the outstanding judgment in ongoing litigation, also involving Han’s San Jose Hospitality, LLC. Ocean View fulfilled its payment obligation under the settlement arrangement of such litigation, but the Company did not make its payment on the outstanding judgment which caused such seizure of funds of Ocean View. See Note 10, Commitments and Contingencies , for more information. Following such seizure, the Company paid the outstanding judgment and all accrued interest. The Company received the return of such indemnification payment in April 2023. Other Related Party Transactions The Company pays for a vehicle lease totaling less than $0.1 million annually on behalf of the Company’s founder and Chief Product and User Ecosystem Officer. The Company owes a total of $0.3 million and $0.1 million to various related parties as of June 30, 2023 and December 31, 2022, respectively, which is included in Accounts Payable within the unaudited Condensed Consolidated Balance Sheets. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable The Company has entered into notes payable agreements with third parties, which consist of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 (in thousands) Contractual Contractual Unpaid Principal Fair Value Original Issue Discount and Proceeds Allocated to Warrants Net Secured SPA Notes (1) Various 10%-15% $ 101,456 $ (33,840) $ (6,751) $ 60,865 Unsecured SPA Notes (1) Various dates in 2029 10%-15% 11,379 (575) (2,017) 8,787 Notes payable – China other Due on Demand —% 4,816 — — 4,816 Auto loans October 2026 7% 89 — — 89 $ 117,740 $ (34,415) $ (8,768) 74,557 Less: Related party notes payable (7,777) Less: Notes payable, current portion (4,905) Total: Notes payable, less current portion $ 61,875 December 31, 2022 (in thousands) Contractual Contractual Unpaid Principal Fair Value Original Issue Discount and Proceeds Allocated to Warrants Net Secured SPA Notes (1) October 27, 2028 10% $ 36,622 $ 264 $ (10,878) $ 26,008 Notes payable – China other Due on Demand —% 4,997 — — 4,997 Auto loans October 2026 7% 100 — — 100 $ 41,719 $ 264 $ (10,878) 31,105 Less: Notes payable, current portion (5,097) Total: Notes payable, less current portion $ 26,008 (1) Secured and Unsecured SPA Notes On August 14, 2022, the Company entered into a Securities Purchase Agreement (the “Secured SPA”) with certain entities affiliated with ATW Partners LLC and RAAJJ (and together with Senyun the “Secured SPA Purchasers”) to issue and sell the Company’s senior secured convertible notes (the “Secured SPA Notes”) in three tranches aggregating to $52.0 million in principal and maturing on August 14, 2026 (subsequently extended to October 27, 2028). On May 8, 2023, as further described below, the Company entered into an Unsecured SPA with MHL and VW to issue and sell $100.0 million aggregate principal of the Company’s senior unsecured convertible notes (the “Unsecured SPA Notes”, and collectively with the Secured SPA Notes the “SPA Notes”). The terms of the Secured SPA Notes and Unsecured SPA Notes are generally the same, however, the Secured SPA Notes are secured by the grant of a second lien upon substantially all of the personal and real property of the Company and its subsidiaries, as well as guarantee by substantially all of the Company’s domestic subsidiaries. The SPA Notes are subject to an original issue discount of 10%, and are convertible, along with any interest accrued, into shares of Class A Common Stock at the Conversion Price (as defined in each SPA Note), subject to full ratchet anti-dilution price protection. The original conversion price for the Secured SPA Notes was $2.69 (or $2.2865 for the initial tranche) and has been subsequently amended, as described below numerous times. The SPA Notes bear interest at 10% per annum (or 15% if interest or settlement is paid in shares) payable on each conversion date and on the maturity date in cash or in shares of Class A Common Stock. Unless earlier paid, the SPA Notes entitle the purchasers, at each conversion date, to an interest make-whole (“Make-Whole Amount”), in a combination of cash or Class A Common Stock at the Company’s discretion, in the amount of the interest that would have been payable if such converted amount was held to maturity. The original conversion price for the Make-Whole Amount is the lesser of (a) the conversion price or (b) 90% of the lowest VWAP (as defined in the Secured SPA) for the five consecutive trading days. When calculating the shares issuable upon conversion, the Make-Whole Amount shall be decreased by 50% of the original issue discount pertaining to such amount. Total commitments under the Secured SPA shall not exceed $300.0 million, however, each Secured SPA Purchaser has the option within 12 months from November 12, 2022 to purchase additional senior secured convertible notes under similar terms for a total potential commitments of up to $300.0 million (“Tranche B Notes”). In connection with the issuance of the SPA Notes, the Company also granted to each Secured Purchaser and Unsecured SPA Purchaser a warrant to purchase shares of Class A Common Stock equal to 33% of the shares issuable upon conversion of the aggregate principal amount under the SPA Notes funded. The Company elected the fair value option afforded by Accounting Standards Codification (“ASC”) 825, Financial Instruments , with respect to the SPA Notes because the notes include features, such as a contingently exercisable put option, which meet the definition of an embedded derivative. The Company expenses transaction costs to Changes in fair value of notes payable and warrant liabilities in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. Secured SPA Amendment On September 23, 2022, the Secured SPA Note was amended (the “First Secured SPA Amendment”), pursuant to which the Secured SPA Purchasers agreed to accelerate their funding obligations. The First Secured SPA Amendment modified the conversion price to $1.05 per share and extended the maturity date to October 27, 2028. All of the other terms and conditions of the Secured SPA Notes were unchanged. The Company evaluated the First Secured SPA Amendment in accordance with ASC 470-50, Debt–Modifications and Extinguishments , and determined that it constitutes an extinguishment because the change in the fair value of the conversion feature is substantial. Accordingly, the Company recognized a loss on extinguishment in Loss on settlement of notes payable in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss in the amount of $7.7 million, calculated as the difference between the reacquisition price of the debt and the net carrying amount of the Secured SPA Notes. Third and Fourth Amendments to the Secured SPA On October 24, 2022, the Company entered into a Limited Consent and Third Amendment to the Secured SPA (the “Third Secured SPA Amendment”), pursuant to which the maturity date for the Secured SPA Notes was extended from August 14, 2026 to October 27, 2028. In addition, pursuant to the Third Secured SPA Amendment, each Secured SPA Purchaser and the Agent waived certain defaults and events of default under the Secured SPA Notes, any notes issued pursuant to the Secured SPA Notes, and other related documents. The Third Secured SPA Amendment was accounted for as a troubled debt restructuring under ASC 470-60, Debt – Troubled Debt Restructurings by Debtors , because the Company was experiencing financial difficulty and the extension of the maturity date following the restructuring results in a reduced effective borrowing rate for the Company. The Third Secured SPA Amendment was accounted for prospectively with no gain or loss recorded in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. On November 8, 2022, the Company entered into a Limited Consent and Amendment to the Secured SPA (the “Fourth Secured SPA Amendment”), pursuant to which the parties agreed that (i) in no event will the effective conversion price of any interest or interest make-whole amount payable in shares of Class A Common Stock be lower than $0.21 per share of Class A Common Stock, and (ii) in order for the Company to make payment of any interest or interest make-whole amount in shares of Class A Common Stock, certain price and volume requirements must be met, namely that (x) the VWAP of the Class A Common Stock is not less than $0.21 per share on any trading day during the preceding seven trading day period, and (y) the total volume of the Class A Common Stock does not drop below $1.5 million on any trading day during the same period (in each case, as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions). The Fourth Secured SPA Amendment was accounted for as a troubled debt restructuring under ASC 470-60, Debt – Troubled Debt Restructurings by Debtors , because the Company was experiencing financial difficulty and the addition of a floor price on the conversion of the convertible notes is assessed as a concession to the Company. The Fourth Secured SPA Amendment was accounted for prospectively with no gain or loss recorded in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. Senyun Amendment On December 28, 2022, the Company entered into a Letter Agreement and Amendment to the Secured SPA Notes (the “Senyun Amendment”) with Senyun pursuant to which the conversion rate of notes totaling $19.0 million was lowered from $1.05 to $0.89 and future funding timeframes were renegotiated. As a result of the new conversion rate, the Company was obligated for the year then ended to issue additional shares to Senyun based on the lower conversion rate. The Company accounted for this obligation by crediting Other current liabilities in the Consolidated Balance Sheet for $0.9 million, which represents the fair value of the additional shares owed to Senyun. In addition, the $0.9 million was recognized as a Loss on settlement of notes payable in the Consolidated Statement of Operations and Comprehensive Loss as the underlying debt instruments were extinguished on the date the Senyun Amendment was entered into. During the six months ended June 30, 2023, the Company remitted the shares to Senyun. Sixth Amendment to the SPA On February 3, 2023, the Company entered into Amendment No. 6 to the Secured SPA (the “Sixth Secured SPA Amendment”) in which the Company agreed to sell up to $135.0 million in aggregate principal (the “Tranche C Notes”) with terms largely congruent to prior issuances and a $1.05 base conversion price subject to full ratchet anti-dilution price protection. Each secured purchaser has the option to purchase additional Secured SPA Notes on the same terms as the Tranche C Notes in an amount not to exceed 50% of the initial principal amount of the Tranche C Notes issued to each Secured SPA Purchaser (the “Tranche D Notes”). Pursuant to the Sixth Secured SPA Amendment, certain outstanding Secured SPA Notes issued by the Company to Secured SPA Purchasers with an aggregate outstanding principal amount of $31.0 million were replaced by the same principal amount of new notes (each, a “Replacement Note”) with a $0.89 base conversion price. In accordance with ASC 470-50, Debt— Modifications and Extinguishments , the change in conversion price qualifies as an extinguishment because the change in the fair value of the conversion feature was substantial. Accordingly, the Company recognized a Loss on settlement of notes payable in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2023 in the amount of $3.0 million, calculated as the difference between the reacquisition price of the debt and the net carrying amount of the Secured SPA Notes. Pursuant to the Sixth Secured SPA Amendment, the Company entered into an agreement with certain Secured SPA Purchasers (the “Exchange Agreement”) holding a total of 198,129,990 warrants to exchange them for an aggregate 90,489,346 warrants and principal convertible notes (the “Exchange Notes”) totaling $41.0 million. The issued warrants have terms that limit down-round ratchet clauses to price adjustments only. The Exchange Notes mature on February 3, 2025, bear interest at 11% per annum, have no original issuance discount, do not have a fixed price conversion, and convert using a VWAP calculation as described in the Exchange Agreement. The remainder of the terms of the Exchange Notes are largely congruent to the existing Secured SPA Notes, including most-favored nation rights. In connection with the Exchange Agreement, equity-classified warrants were exchanged for warrants which satisfy liability classification per ASC 480, Distinguishing Liabilities from Equity , and were reclassified from equity to Warrant liabilities during the six months ended June 30, 2023 in an amount totaling $6.8 million. As a result of the transaction the Company did not recognize a gain or loss in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2023, as the fair value of the instruments exchanged and received were approximately the same. Seventh Amendment to the SPA On March 23, 2023, the Company entered into an Amendment No. 7 to the Secured SPA (the “Seventh Secured SPA Amendment”) with Senyun and entities affiliated with ATW Partners LLC, pursuant to which the parties agreed to accelerate the funding timeline of Tranche C Notes in the amount of $40.0 million, and an entity affiliated with ATW Partners LLC agreed to purchase additional Tranche B Notes in the amount of $5.0 million, in each case, subject to meeting certain conditions, in exchange for an agreement to increase the original issuance costs associated with such funding. As part of the agreement, the Company agreed that the original issuance discount related to $25.0 million in principal amount of Tranche C Notes and Tranche B Notes was 14% and 16%, respectively. Unsecured SPA On May 8, 2023, the Company entered into the Unsecured SPA. The Unsecured SPA Notes are subject to an original issue discount of 10%, and are convertible, along with any interest accrued, into shares of Class A Common Stock at a conversion price equal to $0.89, subject to anti-dilution protection. When calculating the shares issuable upon conversion, the converted amount shall be decreased by 50% of the original issue discount pertaining to such amount. Unless earlier paid, the Unsecured SPA Notes entitle the Unsecured SPA Purchasers, at each conversion date, to a Make-Whole Amount, in a combination of cash or Class A Common Stock at the Company’s discretion, in the amount of the interest that would have been payable if such converted amount was held to maturity based on an interest rate of 15% per annum. The conversion price of interest is the greater of (a) the floor price, $0.10 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the date hereof) and (b) 90% of the lowest VWAP for the five consecutive trading days ending immediately prior to the conversion date. Each Unsecured SPA Purchaser has the option within 12 months from the closing date to purchase additional Unsecured SPA Notes under similar terms for a total potential commitment of up to $50.0 million or with the consent of the Company a total of $100.0 million. The Company elected the fair value option afforded by ASC 825, Financial Instruments , with respect to the Unsecured SPA Notes because the notes include features, such as a contingently exercisable put option, which meets the definition of an embedded derivative. The Company expenses the transaction costs to Changes in fair value of notes payable and warrant liabilities in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and six months ended June 30, 2023. As part of the Unsecured SPA the Unsecured SPA Purchasers also received warrants consistent with the rights, terms and privileges of the warrants afforded to the holders of the Secured SPA Notes. Eighth Amendment to the Secured SPA On May 8, 2023, the Company entered into an eighth amendment to the Secured SPA (the “Eighth Secured SPA Amendment”) with Senyun and on May 9, 2023 with entities affiliated with ATW Partners LLC. Both Senyun and entities affiliated with ATW Partners LLC agreed to amend the floor price of all outstanding Secured SPA Notes, including the Exchange Notes, from $0.21 to $0.10 and to change the exercise price of the Secured SPA Notes and warrants from $1.05 to $0.89. In accordance with ASC 470-50, Debt— Modifications and Extinguishments , the change in conversion price qualifies as an extinguishment because the change in the fair value of the conversion feature was substantial. Accordingly, the Company recognized a Loss on settlement of notes payable in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 in the amount of $11.4 million, calculated as the difference between the reacquisition price of the debt and the net carrying amount of the notes. First Amendment to the Unsecured SPA On June 26, 2023, the Company entered into the First Unsecured SPA Amendment. The First Unsecured SPA Amendment enabled the Unsecured SPA Purchasers to postpone or cancel any closing of their commitment to purchase the Unsecured SPA Notes if the Company has not issued a press release or other public announcement confirming that the second phase of the Company’s three-phase delivery plan has begun on or prior to August 31, 2023, within 15 calendar days of such date. The First Unsecured SPA Amendment did not change the cash flows of the Unsecured SPA and is accounted for prospectively with no gain or loss recognized. On August 9, 2023, the Company announced that it had completed the relevant processes and steps that are needed for the second phase of delivery to begin. Joinder Agreements On June 26, 2023, the Company entered into a Joinder and Amendment Agreement (the “FFVV Joinder”) with FFVV, pursuant to which FF Simplicity Ventures LLC (“FFSV”) agreed to exercise its option to purchase $20.0 million of Tranche B Notes, subject to certain closing conditions, including the delivery of a warrant to purchase shares of the Company’s Class A Common Stock equal to 33% of FFSV’s conversion shares with an exercise price equal to $0.89. If FFSV exercises its option to invest another $10.0 million of Tranche B Notes in accordance with the terms of the Secured SPA on or prior to the later of (x) August 1, 2023 or (y) four business days after the meeting of the Company’s stockholders for the required stockholder approval under the Unsecured SPA to increase the Company’s authorized shares of Common Stock, then the Company agrees to subsequently amend the Unsecured SPA whereby FFVV will invest another $20.0 million in new unsecured notes subject to terms substantially identical to those provided in the Unsecured SPA. Pursuant to the FFVV Joinder, FFVV agreed to purchase, Unsecured SPA Notes up to $40.0 million in eight installments. The floor price of the FFVV Unsecured SPA Notes and for each of the notes issued to FFSV (or its affiliates) under the Secured SPA, shall be $0.05 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter). The funding at each closing is subject to various closing conditions, including: (a) an effective registration statement with respect to the shares of Common Stock issuable upon exercise of the warrants issuable under the Unsecured SPA and the shares of Common Stock issuable pursuant to the FFVV Unsecured SPA Notes and (b) the Company shall have reserved the Required Reserve Amount in full. In addition, FFVV has the option, for 12 months from June 25, 2023, to purchase Unsecured SPA Notes. FFVV agreed, on behalf of its affiliates, that FFSV may exchange any Tranche B Notes for either (x) Tranche D Notes, and/or (y) any Unsecured SPA Notes. The Company agreed to pay FFVV a one-time $0.3 million working fee and legal fees not to exceed $0.4 million, which shall be paid by netting the purchase price for any new notes with the amount of such fees. As of June 30, 2023 the Company received $9.0 million in proceeds, net of original issuance discount from FFVV, pursuant to the FFVV Joinder. On June 26, 2023, Senyun executed a Second Joinder and Amendment Agreement (the “Senyun Joinder”), pursuant to which, Senyun agreed to exercise its option to purchase $15.0 million of Tranche A Notes in accordance with the terms of the Secured SPA Notes. If Senyun exercises its option to invest another $10.0 million of Tranche A and/or Tranche B Notes in accordance with the terms of the Secured SPA Notes on or prior to the later of (x) August 1, 2023 or (y) four business days after the meeting of the Company’s stockholders for the Stockholder Approval (as defined below), then the Company agrees to subsequently amend the Unsecured SPA Notes whereby Senyun will invest another $20.0 million. Pursuant to the Senyun Joinder, Senyun agreed to purchase, under the Unsecured SPA Notes, unsecured notes in an aggregate principal amount of up to $30.0 million in eight installments. The floor price, for each note issued to Senyun (or its affiliates) under the SPA Notes, is $0.05 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter). The Company agreed to pay Senyun a one-time $0.2 million working fee and legal fees not to exceed $0.3 million, which shall be paid by netting the purchase price for any new notes with the amount of such fees. As of June 30, 2023, the Company had not received any of the funding pursuant to the Senyun Joinder. The FFVV and Senyun Joinders do not trigger any adjustment to the conversion or exercise price of the notes and warrants under the SPA Notes, and Senyun and FFSV waived any such rights to any adjustment to the conversion or exercise price in each of the Secured SPA and/or the Unsecured SPA, as applicable, and the related warrants. End of Period Secured and Unsecured SPA Information The Company received cash proceeds, net of original issue discounts, of $48.8 million and $180.6 million in exchange for the issuance of the SPA Notes and incurred approximately $1.1 million and $2.2 million in transaction costs during the three and six months ended June 30, 2023, respectively. During the six months ended June 30, 2023, the Company issued to the Secured SPA Purchasers and Unsecured SPA Purchasers a total of 161,494,918 warrants pursuant to both the Secured SPA and Unsecured SPA arrangements and in connection with the Warrant Exchange. As of June 30, 2023 the warrants had an exercise price of either $0.23 or $0.89 per share, subject to anti-dilution ratchet price protection, exercisable for seven years from the date of issuance (see Note 11, Stockholders' Equity ). The Company may repurchase the warrants for $0.01 per share if and to the extent the VWAP of the Company’s Class A Common Stock during 20 out of 30 trading days prior to the repurchase is greater than $15.00 per share, subject to certain additional conditions. During the six months ended June 30, 2023, the Secured SPA Purchasers exercised warrants to purchase 51,128,708 shares of Class A Common Stock issued pursuant to the SPA Notes, via both cash and cashless exercise. As of June 30, 2023, there were 112,780,647 warrants outstanding issued pursuant to the SPA Notes. On June 30, 2023 the Company determined that the fair value of the SPA Notes and warrants was $69.7 million and $21.1 million, respectively. The Company recorded a gain in Change in fair value of notes payable and warrant liabilities in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 in the amount of $24.7 million and $72.8 million, respectively, for the SPA Notes and warrants. During the six months ended June 30, 2023, total SPA Notes principal of $168.0 million with a fair value of $106.5 million was converted to Additional paid-in capital. In connection with the conversions of the SPA Notes the Company recognized a Loss on settlement of notes payable for the three and six months ended June 30, 2023 in the amount of $80.5 million and $175.6 million, respectively. Fair Value of Notes Payable Not Carried at Fair Value The estimated fair value of the Company’s notes payable not carried at fair value, using inputs from Level 3 under the fair value hierarchy, approximated their carrying value as of June 30, 2023 and December 31, 2022, respectively. Schedule of Principal Maturities of Notes Payable The future scheduled principal maturities of notes payable as of June 30, 2023 are as follows: (in thousands) Due on demand $ 4,816 2023 — 2024 — 2025 41,000 2026 89 2027 — Thereafter 61,878 $ 107,783 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, the outcome of any such claims and disputes cannot be predicted with certainty. Class and Derivative Actions On December 23, 2021, a putative class action lawsuit alleging violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”) was filed in the United States District Court, Central District of California, against the Company and its former CEO and Chief Financial Officer (“CFO”), its current Chief Product and User Ecosystem Officer, as well as the CFO of Legacy FF, three independent directors of PSAC, and the Co-CEOs of PSAC (the “Putative Class Action”). On March 7, 2022, the following individuals were appointed as lead plaintiffs: Byambadorj Nomin, Hao Guojun, Peihao Wang and Shentao Ye. On the same date, Wolf Haldenstein Adler Freeman Herz LLP and Pomerantz LLP were appointed as co-lead counsel. Lead plaintiffs filed an amended complaint on May 6, 2022. On July 5, 2022, the Company and all other defendants filed a joint motion to dismiss the amended complaint. In their opposition, Plaintiffs withdrew their claim under Section 11 of the Securities Act. After complete briefing and a hearing on the motion, on October 20, 2022, the District Court issued its decision, denying in part and granting in part the defendant’s motion to dismiss. The court found, among other things, that the plaintiffs had sufficiently pled a claim for violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act with respect to certain statements made in 2021 concerning Legacy FF’s receipt of 14,000 reservations for the FF 91 Futurist vehicle. The District Court also found, however, that the plaintiffs had failed to sufficiently plead a claim with respect to forward-looking statements made concerning the expected schedule for the production and delivery of the FF 91 Futurist vehicle. The District Court’s dismissal was without prejudice and leave to amend the complaint was granted. The defendants filed a motion for the reconsideration of court’s ruling sustaining the claim under Section 14(a) of the Securities Act, which was denied on December 12, 2022. On January 6, 2023, the plaintiffs declined to again amend their complaint to attempt to reallege the claims dismissed by the District Court. As a result, the amended complaint filed on May 6, 2022 is the operative complaint with the exception of the voluntarily withdrawn and judicially dismissed claims, which include all claims against the Company’s former CFO and the three independent PSAC directors. The Company and the other defendants filed answers on February 10, 2023. On June 29, 2023, the parties engaged in a mediation process with a neutral professional mediator, which subsequently resulted in a settlement in principle of the Putative Class Action. The parties are in the process of documenting the settlement in principle, which will be submitted to the Court for preliminary approval and further proceedings in accordance with class action procedures necessary for final approval and dismissal of the case, including notice to the putative class and a final hearing. If final approval and dismissal are not achieved, the case will be returned to litigation. On March 8 and March 21, 2022, two putative derivative lawsuits alleging violations of the Exchange Act and various common law claims were filed in the United States District Court, Central District of California, and were subsequently consolidated (“California Federal Derivative Action”). On May 24, 2022 those consolidated derivative actions were stayed by stipulation and order pending resolution of certain proceedings in the Putative Class Action. These lawsuits purport to assert claims on behalf of the Company against various current and former officers and directors of the Company and Legacy FF. The stay expired on or about February 6, 2023, but remained inactive until the plaintiffs filed a verified consolidated amended complaint on June 2, 2023. Responsive pleadings, including motions to dismiss currently are due September 15, 2023. Additionally, on April 11 and April 25, 2022, two putative derivative lawsuits alleging violations of the Exchange Act and various common law claims were filed in the United States District Court, District of Delaware. Those actions were stayed by stipulation and order pending resolution of certain proceedings in the Putative Class Action and currently remain stayed. (“Delaware Federal Derivative Actions”). These lawsuits purport to assert claims on behalf of the Company against various current and former officers and directors of the Company and Legacy FF. Given the early stages of the legal proceedings in the California Federal Derivative Action and the Delaware Federal Derivative Actions, it is not possible to predict the outcome of the claims. On June 14, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, its former CEO and CFO, and its current Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties (the “Yun Class Action,”). On September 21, 2022, another verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, FFIE, the Co-CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of contract and fiduciary duties, and aiding and abetting alleged breaches of fiduciary duties, in connection with disclosures and stockholder voting leading up to the Business Combination (the “Cleveland Class Action”). The Yun Class Action and Cleveland Class Action were subsequently consolidated and the Complaint in the Cleveland Class Action was designated as the operative pleading (the “Consolidated Delaware Class Action”). On April 4, 2023, the defendants filed opening briefs in support of their respective motions to dismiss the complaint. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims. On June 21, 2023, an additional putative derivative lawsuit alleging common law claims was filed in the Delaware Court of Chancery against various current and former officers and directors of the Company (the “Delaware Court of Chancery Derivative Action”). On September 19, 2022, a verified complaint was filed in the Court of Chancery of the State of Delaware against FFIE seeking to compel an annual general meeting of stockholders. The action was dismissed without prejudice on January 10, 2023. Additionally, on September 19, 2022, FF Global, an indirect stockholder of FFIE, filed a lawsuit in the Chancery Court of the State of Delaware against FFIE, seeking the removal of Ms. Susan Swenson and Mr. Brian Krolicki from the Board. On September 27, 2022, the case was dismissed without prejudice pursuant to an agreement between FF Global and FF Top (the “Heads of Agreement”). Shortly following the execution of the Heads of Agreement, FF Global began making additional demands of the Company which were beyond the scope of the terms contemplated by the Heads of Agreement and pertained to, among other things, the Company’s management reporting lines and certain governance matters. On September 30, 2022, FF Global alleged that the Company was in material breach of the spirit of the Heads of Agreement. The Company believes it has complied with the applicable terms of the Heads of Agreement, and disputes any characterization to the contrary. Such disputes divert management and Board resources and are costly. There can be no assurance that this or any other dispute between the Company and FF Global will not result in litigation. On October 3, 2022, Ms. Swenson and Mr. Scott Vogel, a member of the Board, tendered their resignation from the Board effective immediately. On October 3, 2022, Mr. Jordan Vogel also tendered his resignation from the Board effective on October 5, 2022 upon his receipt of a supplemental release pursuant to the Mutual Release (as defined below). On October 28, 2022, Mr. Brian Krolicki tendered his resignation from the Board effective immediately. Palantir Technologies, Inc. (“Palantir”) On July 7, 2023, Palantir filed a demand for arbitration against the Company with Judicial Arbitration and Mediations Services, Inc. regarding a dispute between Palantir and the Company over their July 12, 2021 Master Subscription Agreement (“MSA”). Palantir alleges that the Company has refused to make payments under the MSA. Palantir asserts claims for: (i) breach of contract; (ii) breach of the covenant of good faith and fair dealing; and (iii) unjust enrichment. Palantir alleges that the amount in controversy is $41.5 million. On August 4, 2023, the Company submitted its response to Palantir’s arbitration demand. The Company’s response includes both affirmative defenses and a general denial of all allegations in Palantir’s arbitration demand. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims. See “The Palantir License” below for additional information regarding the MSA. Governance Matters Following the completion of the Special Committee (as defined below) investigation, the Company and certain of its directors and officers received numerous e-mail communications from a group of self-described “employee whistleblowers” and from various individuals and entities who represented themselves as current investors of the Company. These communications have included various allegations (including, for example, that certain directors have conspired to push the Company into bankruptcy for their own personal gain) and requests for certain organizational and governance changes. The Company engaged an independent law firm to conduct a thorough independent external investigation with respect to these allegations. The independent investigation found that all such allegations have been without merit. In September 2022, certain members of the Board received threats of physical violence and death threats, which the Company has referred to appropriate law enforcement authorities, including state and local police, the Federal Bureau of Investigation, the SEC, the Department of Justice (the “DOJ”) and relevant international authorities. Other Legal Matters As of June 30, 2023 and December 31, 2022, the Company had accrued legal contingencies of $16.9 million and $18.9 million, respectively, recorded within Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets for potential financial exposure related to ongoing legal matters, primarily related to breach of contracts and employment matters, which are deemed both probable of loss and reasonably estimable. For the legal matters involving third-party vendors, such as suppliers and equipment manufacturers, the Company recorded an accrual in Accounts payable in the unaudited Condensed Consolidated Balance Sheets based on the amount invoiced by such vendors, which represents the minimum amount of loss out of the range of potential outcomes in accordance with ASC 450-20-30-1, Liabilities - Contingencies - Loss Contingencies - General . During the year ended December 31, 2022, the Company settled a legal dispute for breach of lease under which the Company was named a co-defendant, in a civil action case filed in the Superior Court of the State of California for the County of Santa Clara by Han’s San Jose Hospitality, LLC, which was seeking damages including unpaid rent, future unpaid rent, unpaid expenses, and unpaid taxes related to the lease for a total of $6.4 million. Pursuant to the settlement agreement, the Company agreed to pay $1.8 million in cash in January 2022 and an additional $3.4 million plus 5% interest in October 2022 and was liable for the remainder of the settlement, in the amount of $1.2 million, in the event the co-defendants failed to make the payment in January 2022. In January 2022, the Company made the initial settlement payment of $1.8 million and was relieved of the liability of $1.2 million. The Company failed to make the additional $3.4 million payment and interest payments in October 2022. On October 26, 2022, the plaintiff filed a motion to enforce the settlement agreement in the Superior Court of the State of California for the County of Santa Clara, seeking no material additional damages. On December 22, 2022, the court granted the plaintiff’s motion to enforce the settlement. As of December 31, 2022, the balance of $3.4 million was included in Accrued expenses and other current liabilities in the Condensed Consolidated Consolidated Balance Sheet. On January 3, 2023, the plaintiff served the parties notice of entry of the order. On January 19, 2023, the court issued judgment in the amount of approximately $3.5 million and a writ of execution. On February 9, 2023, the Company paid $3.6 million consisting of payment in full for the outstanding judgment and accrued interest. Additionally, the Company made a payment of approximately $0.2 million on behalf of an indemnified co-defendant in connection with money seized from such indemnified co-defendant’s bank account. Such indemnification payment was returned to the Company in April 2023. On January 30, 2023, Riverside Management Group, LLC (“Riverside”) filed a verified complaint seeking to enforce its alleged contractual right to the advancement of costs and expenses, including attorneys’ fees, it has and will incur as a named defendant in the Consolidated Delaware Class Action under its October 13, 2020 transaction services agreement with the PSAC Sponsor, LLC, pursuant to which Riverside provided advisory services in connection with the Business Combination. The Company entered into a Stipulation and Order with Riverside under which it agreed to conditionally advance Riverside the reasonable attorneys’ fees and costs it incurs in defense of the Consolidated Delaware Class Action, subject to, and in express reservation of, the Company’s right to recover all such fees and expenses following disposition of the Consolidated Delaware Class Action. Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. Other than disclosed herein, as of the date hereof FF is not a party to any legal proceedings the outcome of which, if determined adversely to FF, would individually or in the aggregate be reasonably expected to have a material adverse effect on FF’s business, financial condition, or results of operations. Special Committee Investigation As previously disclosed on November 15, 2021, the Board established a special committee of independent directors (“Special Committee”) to investigate allegations of inaccurate Company disclosures, including those made in an October 2021 short seller report and whistleblower allegations, which resulted in FFIE being unable to timely file its third quarter 2021 Quarterly Report on Form 10-Q, Annual Report on Form 10-K for the year ended December 31, 2021, first quarter 2022 Quarterly Report on Form 10-Q and amended Registration Statement on Form S-1 (File No. 333-258993). The Special Committee engaged outside independent legal counsel and a forensic accounting firm to assist with its review. On February 1, 2022, FFIE announced that the Special Committee completed its review. On April 14, 2022, FFIE announced the completion of additional investigative work based on the Special Committee’s findings which were performed under the direction of the Executive Chairperson, reporting to the Audit Committee. In connection with the Special Committee’s review and subsequent investigative work, the following findings were made: In connection with the Business Combination, statements made by certain Company employees to certain investors describing the role of Mr. Yueting Jia, the Company’s founder and former CEO, within the Company were inaccurate and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors. • The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 Futurist vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000) were unpaid indications of interest. • Consistent with FFIE’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting requires an upgrade in personnel and systems. • The Company’s corporate culture failed to sufficiently prioritize compliance. • Mr. Jia’s role as an intermediary in leasing certain properties which were subsequently leased to the Company was not disclosed in FFIE’s corporate housing disclosures. • In preparing FFIE’s related party transaction disclosures, the Company failed to investigate and identify the sources of loans received from individuals and entities associated with Company employees. In addition, the investigation found that certain individuals failed to fully disclose to individuals involved in the preparation of FFIE’s SEC filings their relationships with certain related parties and affiliated entities in connection with, and following, the Business Combination, and failed to fully disclose relevant information, including but not limited to, information in connection with related parties and corporate governance to FFIE’s former independent registered public accounting firm PricewaterhouseCoopers LLP. The investigation also found that certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation. Among such individuals were non-executive officers or members of the management team of FF, and remedial action was taken with respect to such individuals based on the extent of non-cooperation and/or withholding of information. The failure to cooperate with the investigation was taken into consideration in connection with the remedial actions outlined below with respect to Jiawei (“Jerry”) Wang, and withholding of information also affected the remedial action taken with respect to Matthias Aydt. Based on the results of the investigation, the Special Committee concluded that, except as described above, other substantive allegations of inaccurate FF disclosures that it evaluated were not supported by the evidence reviewed. Although the investigation did not change any of the above findings with respect to the substantive allegations of inaccurate FF disclosures, the investigation did confirm the need for remedial actions to help ensure enhanced focus on compliance and disclosure within FF. Based on the results of the Special Committee investigation and subsequent investigative work described above, the Board approved the following remedial actions designed to enhance oversight and corporate governance of the Company: • The appointment of Susan Swenson, a former member of the Board, to the then newly created position of Executive Chairperson of FF; • Dr. Carsten Breitfeld, FF’s former Global CEO, reporting directly to Ms. Swenson and receiving a 25% annual base salary reduction; • The removal of Mr. Jia as an executive officer, although continuing in his position as Chief Product and User Ecosystem Officer of FFIE. Certain dual-reporting arrangements were eliminated with respect to Mr. Jia, and he is required to report directly to Ms. Swenson, a non-independent director nominated by FF Top. Mr. Jia also received a 25% annual base salary reduction, and his role was limited from a policy-making position to focusing on (a) product and mobility ecosystem and (b) Internet, Artificial Intelligence (“I.A.I.”), and advanced research and development (“R&D”) technology. On February 26, 2023, after an assessment by the Board of the Company’s management structure, the Board approved Mr. Jia (alongside Mr. Xuefeng Chen) reporting directly to the Board, as well as FF’s product, mobility ecosystem, I.A.I., and advanced R&D technology departments reporting directly to Mr. Jia. The Board also approved FF’s user ecosystem, capital markets, human resources and administration, corporate strategy and China departments reporting to both Mr. Jia and Mr. Xuefeng Chen, subject to processes and controls to be approved by the Board after consultation with the Company’s management. The Company’s remaining departments continue to report to Mr. Xuefeng Chen. Based on the changes to his responsibilities within the Company, the Board determined that Mr. Jia is an “officer” of the Company within the meaning of Section 16 of the Exchange Act and an “executive officer” of the Company under Rule 3b-7 under the Exchange Act; • Matthias Aydt, then Senior Vice President, Business Development and Product Definition and a director of FFIE, and currently Senior Vice President, Product Execution and a director of FFIE, being placed on probation as an executive officer for a six-month period, during which period he remained a non-independent member of the Board, which probationary period has since ended; • The appointment of Jordan Vogel as Lead Independent Director; certain changes to the composition of Board committees, including Brian Krolicki stepping down from his role as Chairman of the Board and Chair of the Nominating and Corporate Governance Committee and becoming a member of the Audit and Compensation Committees of the Board; Jordan Vogel stepping down from the Nominating and Corporate Governance Committee; and Scott Vogel becoming the Chair of the Audit Committee and the Nominating and Corporate Governance Committee of the Board; • The suspension without pay of Jiawei (“Jerry”) Wang, FFIE’s former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from FF on April 10, 2022; • The assessment and enhancement of FF’s policies and procedures regarding financial accounting and reporting and the upgrading of FF’s internal control over financial accounting and reporting, including by hiring additional financial reporting and accounting support, in each case at the direction of the Audit Committee; • The implementation of enhanced controls around FF’s contracting and related party transactions, including regular attestations by FF’s employees with authority to bind FF to contracts and related party transactions, for purposes of enabling FF to make complete and accurate disclosures regarding related party transactions; • The hiring of a Chief Compliance Officer, who reports on a dotted line to the Chair of the Audit Committee, and assessing and enhancing FF’s compliance policies and procedures. The Company hired a Compliance Officer with the title of Deputy General Counsel in March 2023, who will report on a dotted line to the Chair of the Audit Committee, and is actively looking to hire a Chief Compliance Officer; • The implementation of a comprehensive training program for all directors and officers regarding, among other things, internal FF policies; • The separation of Jarret Johnson, FF’s Vice President, General Counsel and Secretary; and • Certain other disciplinary actions and terminations of employment with respect to other FF employees (none of whom is an executive officer). As of the date of this Quarterly Report on Form 10-Q, FF is continuing to implement certain of the remedial actions approved by the Board. However, certain of these remedial actions are no longer in effect and no assurance can be provided that those remedial measures that continue to be implemented will be implemented in a timely manner or at all, or will be successful to prevent inaccurate disclosures in the future. However, pursuant to the Heads of Agreement, FF has implemented certain governance changes that impact certain of the above-discussed remedial actions, including significant changes in the composition of the Board and a change in Board leadership. Subsequent to FFIE announcing the completion of the Special Committee investigation on February 1, 2022, FFIE, certain members of the management team, and employees of FFIE received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation. FFIE is cooperating fully with the SEC’s investigation, including responding to multiple subpoenas and requests for information, some of which are unrelated to the matters that were the subject of the Special Committee investigation. The outcome of such an investigation is difficult to predict. FF has incurred, and may continue to incur, significant expenses related to legal, accounting and other professional services in connection with the SEC investigation. At this stage, FF is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss. In addition, in June 2022, FF received a preliminary request for information from the DOJ in connection with the matters that were the subject of the Special Committee investigation. FF has responded to that request and intends to fully cooperate with any future requests from the DOJ. The Palantir License In July 2021, the Company and Palantir entered into the MSA that sets forth the terms of the Palantir’s platform hosting arrangement which is expected to be used as a central operating system for data and analytics. Palantir invested $25.0 million in the Company through the PIPE Financing and became a stockholder of the Company. Under the platform hosting agreement, the Company committed to pay a total of $47.0 million of hosting fees over a six-year term, $5.3 million of which was paid during the year ended December 31, 2021. The software is cloud hosted for the entirety of the subscription term and the Company cannot take possession of the software. Accordingly, the Company determined that the subscription agreement represents a hosting arrangement that is a service contract. The Company recognizes hosting costs on a straight-line basis over the agreement term. In connection with the Palantir platform hosting arrangement, the Company has recorded $12.3 million and $2.5 million as of June 30, 2023 and December 31, 2022, respectively, in Accounts payable and recorded $3.0 million as of December 31, 2022 in Accrued expenses and other current liabilities. During the three months ended June 30, 2023 and 2022, the Company |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Amendments to the Company’s Certificate of Incorporation On the Closing Date of the Business Combination, the Company’s stockholders adopted the Company’s Second Amended and Restated Certificate of Incorporation. The amendment set forth the rights, privileges, and preferences of the Company’s Class A Common Stock and 75,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, with the Class A Common Stock, the “Common Stock”). The amendment authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) with such designations, rights and preferences as may be determined from time to time by the Board. The Board is empowered, without stockholder approval, to issue the Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock; provided that any issuance of Preferred Stock with more than one vote per share will require the prior approval of the holders of a majority of the outstanding shares of Class B Common Stock. At a special meeting of the Company’s stockholders held on November 3, 2022, stockholders approved, among other things, an increase to the number of the Company’s authorized shares from 825,000,000 to 900,000,000. On November 22, 2022, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the increase. A special meeting of the Company’s stockholders held on February 28, 2023, the Company’s stockholders approved a further increase to the number of the Company’s authorized shares of Class A Common Stock from 815,000,000 to 1,690,000,000, increasing the Company’s total number of authorized shares of Common Stock and preferred stock from 900,000,000 to 1,775,000,000. On March 1, 2023, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect such amendment. Additionally, at a special meeting of the Company’s stockholders held on August 16, 2023, the Company’s stockholders approved a proposal authorizing the Board to effect a reverse stock split of the Company’s outstanding common stock at a range between 1-for-2 and 1-for-90 shares of outstanding Common Stock. The Company anticipates implementing the reverse stock split (which will result in an increase in available authorized shares of Common Stock) soon after the issuance of the unaudited Condensed Consolidated Financial Statements. Series A Preferred Stock On June 16, 2023, in connection with a purchase agreement entered into with Xuefeng Chen, the Company’s Global CEO, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series A Certificate of Designation designates one share of the Company’s Preferred Stock as Series A Preferred, and establishes and designates the preferences, rights and limitations thereof. The closing of the sale and purchase of the share of Series A Preferred, par value $0.0001 per share (the “Series A Preferred”), was completed on June 16, 2023 for a purchase price of $100.00. The share of Series A Preferred is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The share of Series A Preferred shall not be entitled to receive dividends. The holder of the Series A Preferred is entitled to 60,000,000,000 votes for each share held of record, but has the right to vote only on any reverse stock split proposal and until such time as a reverse stock split proposal is approved by the stockholders, and will have no voting rights except (i) with respect to a reverse stock split proposal in which its votes are cast for and against such reverse stock split proposal in the same proportion as shares of Common Stock are voted for and against such reverse stock split proposal (with any shares of Common Stock that are not voted, whether due to abstentions, broker non-votes or otherwise not counted as votes for or against the reverse stock split proposal) and (ii) unless the holders of one-third (1/3rd) of the outstanding shares of Common Stock are present, in person or by proxy, at the meeting of stockholders at which a reverse stock split proposal is submitted for stockholder approval (or any adjournment thereof). The share of Series A Preferred will vote together with the Common Stock as a single class on any reverse stock split proposal. The Series A Preferred has no other voting rights, except as may be required by the General Corporation Law of the State of Delaware. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holder of the Series A Preferred will be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount equal to $100.00. The Series A Preferred may not be transferred at any time prior to stockholder approval of a reverse stock split without the prior written consent of the Board. The outstanding share of Series A Preferred will be redeemed in whole, but not in part, for a redemption price of $100.00, payable out of funds lawfully available therefor, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion, or (ii) automatically immediately following the approval by the Company’s stockholders of a reverse stock split. The Series A Preferred was redeemed following the Special Meeting. Warrants Public and Private Warrants In connection with the Business Combination, the Company assumed 22,977,568 public warrants (“Public Warrants”) and 594,551 private warrants (“Private Warrants”) previously issued by PSAC, each with an exercise price of $11.50 per share. The Public Warrants and the Private Warrants are exercisable into Class A Common Stock within a period of five years from the Closing Date of the Business Combination. The Company determined that the Public Warrants were indexed to its own stock and met the requirements for equity classification in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity . The Company determined that the Private Warrants failed to meet the equity scope exception because the settlement provisions vary based on the holder of the warrant, which is not an input into a fixed-for-fixed option pricing model. The Company recorded the Private Warrants as a derivative liability measured at fair value within Warrant liabilities on the unaudited Condensed Consolidated Balance Sheets. Period End Warrant Information The number of outstanding warrants to purchase the Company’s Class A Common Stock as of June 30, 2023 are as follows: Number of Warrants Exercise Price Expiration Date SPA Warrants 112,780,647 $0.23 or $0.89 Various through June 30, 2030 Ares warrants 29,454,593 $0.23 August 5, 2027 Public Warrants 23,540,988 $11.50 July 21, 2026 Private Warrants 111,131 $11.50 July 21, 2026 Total 165,887,359 During the six months ended June 30, 2023, 60,395,603 warrants were exercised to purchase 51,128,708 shares of the Company’s Class A Common Stock for cash proceeds of $4.1 million. Certain of the warrants were exercised pursuant to a cashless exercise feature whereby 9,266,895 warrant shares were surrendered as the purchase price. The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2022 were as follows: Number of Warrants Exercise Price Expiration Date SPA Warrants 346,453,115 $0.23 Various through September 23, 2029 ATW NPA Warrants (1) 76,804,450 $0.23 Various through August 10, 2028 Ares warrants 29,454,593 $0.23 August 5, 2027 Public Warrants 23,540,988 $11.5 July 21, 2026 Private Warrants 111,131 $11.5 July 21, 2026 Total 476,364,277 (1) The ATW NPA Warrants were fully exercised during the six months ended June 30, 2023, through which the Company received aggregated proceeds of $0.3 million that was recorded as an increase to Additional paid-in capital. Insufficient Authorized Shares From time to time, certain of the Company’s equity-linked financial instruments may be classified as derivative liabilities under ASC 815, Derivatives and Hedging , due to the Company having insufficient authorized shares to fully settle the equity-linked financial instruments in shares. In such case, the Company applies a sequencing policy under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity , whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary due to the Company’s inability to demonstrate it has sufficient authorized shares to settle the equity-linked financial instrument in shares, the Company will reclassify contracts that have overlapping settlement dates with the latest inception date as derivative instruments. The contracts reclassified as derivative instruments are recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled or the Company has sufficient authorized, unissued shares to settle such contracts with shares. The Company has elected to apply the same sequencing policy for share-based compensation arrangements if the Company granted share-based payment arrangements where the Company may have insufficient shares to settle the contract. As of December 31, 2022, the Company reclassified the earnout shares from equity classification to liability classification as a result of the Company having insufficient authorized shares to share-settle the earnout, which was previously determined to be equity classified under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity . As a result of the reclassification, the Company reclassified $2.2 million out of Additional paid-in capital into the Earnout liability, which is included in Other current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2022. As of December 31, 2022, the Company reclassified 53,820,670 shares of outstanding share-based payment arrangements from equity classification to liability classification as a result of the Company having insufficient authorized shares to settle the share-based payment arrangements when the awards vest or are exercised. As a result of the reclassification, the Company reclassified an amount of $4.0 million out of Additional paid-in capital into Share-based payment liability, which is included in Other current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2022. On February 28, 2023, upon shareholder approval to increase the Company’s authorized shares, the Company had sufficient authorized shares to fully settle all outstanding equity-linked financial instruments. Accordingly, the Company reclassified the fair value of the Earnout liability of $5.0 million and the fair value of the Share-based payment liability of $9.0 million into Additional paid-in capital. As of April 21, 2023, the Company had insufficient authorized shares to fully settle its equity-linked financial instruments in shares primarily due to the issuance of additional convertible notes and warrants between February 28, 2023 and April 21, 2023. As a result, on April 21, 2023, with regards to the earnout shares the Company reclassified $2.1 million out of Additional paid-in capital into the Earnout liability, and with regards to all of its outstanding share-based payment arrangements the Company reclassified $3.0 million out of Additional paid-in capital into Share-based payment liability. As of June 30, 2023, the fair value of the Earnout liability was $1.4 million and the fair value of the Share-based payment liability was $2.7 million. The $2.8 million increase in the Earnout liability from December 31, 2022 to February 28, 2023 was recognized as an expense in the Change in fair value of earnout liability during the three months ended March 31, 2023. The $0.7 million decrease in the Earnout liability from April 21, 2023 to June 30, 2023 was recognized as a gain in the Change in fair value of earnout liability during the three months ended June 30, 2023. The $5.0 million increase in the Share-based payment liability from December 31, 2022 to February 28, 2023 was recognized as stock-based compensation expense during the three months ended March 31, 2023. The $0.3 million decrease in the Share-based payment liability from April 21, 2023 to June 30, 2023 was recognized as a reduction of stock-based compensation expense during the three months ended June 30, 2023. At the Special Meeting held on August 16, 2023, FFIE stockholders approved (among other proposals) an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Common Stock by a ratio of any whole number in the range of 1-for-2 to 1-for-90, with such ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Special Meeting. This approval gives the Board the discretion to amend the Company’s Second Amended and Restated Charter, as amended, to effect a reverse stock split (with such ratio to be determined in the discretion of the Board in the range of 1-for-2 to 1-for-90) of the Common Stock at any time within one year of the Special Meeting. The Company anticipates implementing the reverse stock split (which will result in an increase in available authorized |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2021 Stock Incentive Plan (“2021 SI Plan”) In July 2021, the Company adopted the 2021 SI Plan. The 2021 SI Plan allows the Board to grant incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Company’s Class A Common Stock to employees, directors, and non-employees. At the Special Meeting held on August 16, 2023, FF stockholders approved (among other proposals) an amendment to the 2021 Plan to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 206,785,991 shares. As of June 30, 2023 and December 31, 2022, the Company had 58,654,563 and 24,252,537 shares of Class A Common Stock available for future issuance under its 2021 SI Plan. During the six months ended June 30, 2023, the Company granted 3.0 million stock options which had a weighted-average grant date fair value of $1.08 per share. 2.0 million stock options vest ratably over eight years. 1.0 million stock options commenced vesting on March 29, 2023 upon the start of production of the FF 91 Futurist Alliance at its FF ieFactory California, and 25% of such stock options will vest on each of the first four one-year anniversaries of the vesting start date. As of June 30, 2023, the total remaining stock-based compensation expense for unvested stock options was $1.2 million, which is expected to be recognized over a weighted-average period of 2.31 years. During the six months ended June 30, 2023, the Company granted 6.4 million restricted share units (“RSUs”), which had a weighted-average grant date fair value of $0.94 per share, and 0.6 million performance share units (“PSUs”), which had a weighted-average grant date fair value of $1.08 per share. The substantial majority of the RSUs will vest ratably over four years. The PSUs will commence vesting upon the start of delivery of the FF 91 Futurist Alliance, and 25% of such PSUs will vest on each of the first four one-year anniversaries of the vesting start date. As of June 30, 2023, the total remaining stock-based compensation expense for unvested RSU’s was $2.8 million, which is expected to be recognized over a weighted-average period of 3.57 years. The following table presents stock-based compensation expense included in each respective expense category in the unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss: Three Months Ended Six Months Ended (in thousands) 2023 2022 2023 2022 Research and development $ 480 $ 3,078 $ 6,896 $ 4,701 Sales and marketing 50 251 810 625 General and administrative 109 (202) 1,566 1,148 $ 639 $ 3,127 $ 9,272 $ 6,474 Included in stock-based compensation expense for the three months ended June 30, 2023 is a $0.3 million gain related to when the Company’s share-based payment awards were classified as liabilities from April 21, 2023 through June 30, 2023. Included in stock-based compensation expense for the six months ended June 30, 2023 is $4.8 million related to when the Company’s share-based payment awards were classified as liabilities from time to time during the six months ended June 30, 2023. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares to be issued under the commitment to issue shares, as these shares are issuable for no consideration. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average number of shares issued and shares to be issued under the commitment to issue shares for potentially dilutive instruments. For purposes of presentation of basic and diluted net loss per shares, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48, Earnings Per Share - Overall - Other Presentation Matters - Contingently Issuable Shares , as if they had been issued on the date of the Business Combination (see Note 1, Nature of Business and Organization and Basis of Presentation ), as such shares are non-contingent and are issuable for no consideration. The net loss per common share was the same for the Class A Common Stock and Class B Common Stock because they are entitled to the same liquidation and dividend rights and are therefore combined in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Because the Company reported net losses for all periods presented, all potentially dilutive Common Stock equivalents were determined to be antidilutive for those periods and have been excluded from the calculation of net loss per share. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of Common Stock attributable to Common Stock stockholders because their effect was anti-dilutive: Three Months Ended Six Months Ended 2023 2022 2023 2022 Shares issuable upon conversion of SPA Notes and settlement of make-whole provisions 648,065,080 9,009,166 648,065,080 9,009,166 Shares issuable upon exercise of SPA Warrants 112,780,647 — 112,780,647 — Other warrants 29,454,593 4,544,258 29,454,593 4,544,258 Stock-based compensation awards – Options 35,280,854 40,730,358 35,280,854 40,730,358 Stock-based compensation awards – RSUs 16,520,514 — 16,520,514 — Public warrants 23,540,988 22,977,568 23,540,988 22,977,568 Private warrants 111,131 674,551 111,131 674,551 Total 865,753,807 77,935,901 865,753,807 77,935,901 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited Condensed Consolidated Financial Statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited Condensed Consolidated Financial Statements . Unsecured Securities Purchase Agreement – Streeterville Capital, LLC (“Streeterville”) On August 4, 2023, the Company entered into a Securities Purchase Agreement (the “Streeterville SPA”) with Streeterville, to issue and sell $16.5 million aggregate principal amount of the Company’s unsecured convertible senior promissory notes (the “Streeterville Note”) and a common stock purchase warrant (the “Streeterville Warrant”) to purchase up to 6,100,840 shares of Common Stock with an exercise price equal to $0.8925 per share, subject to full ratchet anti-dilution protection and other adjustments, and are exercisable for seven years on a cash or cashless basis. The Streeterville Note is subject to an original issue discount of $1.5 million. In addition, the Company will pay Streeterville $0.2 million to cover Streeterville’s legal fees and other transaction costs incurred in connection with the purchase and sale of the Streeterville Note (the “Transaction Expense Amount”). The original issue discount will be included in the initial principal balance of the Streeterville Note and will be reduced from the amount funded at closing. The Streeterville Note is convertible into shares of Class A Common Stock, at a conversion price equal to $0.8925, plus an interest make-whole amount as set forth in the Streeterville Note, subject to certain adjustments including full ratchet anti-dilution price protection. The Streeterville Note matures on August 4, 2029. The Streeterville Note accrues interest at 10% per annum, payable on each conversion date and the maturity date in cash, or, at the Company’s option if all the Equity Conditions (as defined in the Streeterville Note) have been met, Class A Common Stock or a combination thereof, provided that, subject to certain conditions set forth in the Streeterville Note, the Company may elect to pay such interest in Class A Common Stock at a rate equal to 15% per annum with respect to the portion of such payment made in Common Stock. The Company may, from time to time, prepay the principal amount owing under the Streeterville Note, subject to a prepayment premium percentage in an amount ranging from 0% to 10% of the principal amount of such Streeterville Note determined in accordance with a schedule set forth in the Streeterville SPA, so long as (i) the Company provides at least 15 days’ prior written notice to Streeterville of such prepayment and delivers to Streeterville an appropriately completed payment notification, and (ii) the Company accompanies such prepayment with the payment of any interest make-whole amount as set forth in the Streeterville Note. Under the Streeterville SPA, the Company is required to reserve 25,000,000 shares of Class A Common Stock from its authorized and unissued Class A Common Stock to provide for all issuances of Class A Common Stock under the Streeterville Note (the “Share Reserve”). On September 8, 2023 and from time to time thereafter until the Streeterville Note is paid in full, subject to certain conditions, the Company is required to add additional shares of Class A Common Stock to the Share Reserve in increments of 1,000,000 shares as and when requested by Streeterville if the number of shares held in the Share Reserve is less than two (2) times the number of shares of Class A Common Stock Streeterville would be entitled to receive upon conversion of all interest under the Streeterville Note (including any Make-Whole Amount (as defined in the Streeterville Note)) plus two (2) times the number of shares Streeterville would be entitled to receive upon conversion of all principal under the Streeterville Note. Streeterville has the option, from time to time for 12 months after the date of the Streeterville SPA, to purchase up to $7.5 million in aggregate (or $15.0 million in aggregate with Company’s consent) in additional convertible senior unsecured notes and warrants on the same terms as the Streeterville Note and Streeterville Warrant. Additionally, from the date of the Streeterville SPA until the date that is the five-year anniversary of the date of the Streeterville SPA, upon any issuance by the Company or any of its subsidiaries of Class A Common Stock or Class A Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (subject to certain exceptions set forth in the Streeterville SPA) (each, a “Subsequent Financing”), if Streeterville that then owns at least $7.5 million principal amount of Streeterville Notes (when aggregated with any affiliates of Streeterville) shall have the right to participate in up to an amount of the Subsequent Financing such that Streeterville’s ownership of the Company remains the same immediately following such Subsequent Financing as its ownership immediately prior to such Subsequent Financing, pursuant to the procedures outlined in the Streeterville SPA. Under the Streeterville SPA, so long as the Streeterville Note is outstanding, upon any issuance by Company of any security with a More Favorable Term (as defined in the Streeterville SPA), or amendment, waiver or adjustment to any existing security that results in the granting of a More Favorable Term, then the Company is required to notify Streeterville and such More Favorable Term, at Streeterville’s option, will become a part of the Transaction Documents (as defined in the Streeterville SPA) for the benefit of Streeterville. Additionally, if the Company fails to notify Streeterville of any such More Favorable Term, but Streeterville becomes aware that the Company has granted such a term to any third party, Streeterville may notify the Company and such More Favorable Term will become a part of the Transaction Documents retroactive to the date on which the More Favorable Term was granted to the applicable third party. The Company is required to use commercially reasonable efforts to efforts to file, within 15 calendar days of the date of the Streeterville SPA, a registration statement on the appropriate form providing for the resale by Streeterville of at the least the Initial Required Registration Amount (as defined in the Streeterville Note). The Company is also required to use commercially reasonable efforts to cause such registration statement to become effective as promptly as possible and to maintain the effectiveness of such registration statement at all times until each Streeterville no longer owns any Streeterville Warrants or Streeterville Notes or shares of Class A Common Stock issuable upon exercise or conversion thereof. Pursuant to the Streeterville Note, the Company agrees to include a proposal to obtain stockholder approval, as is required by the Nasdaq listing rules, with respect to the issuance of any shares of Class A Common Stock in excess of 19.99% of the issued and outstanding shares of Class A Common Stock (the “Issuance Cap”), of the Conversion Shares (as defined in the Streeterville Note), the Warrant Shares (as defined in the Streeterville SPA), and subject to any applicable Nasdaq rules, any shares Common Stock issuable pursuant to the note and warrant issuable in connection with the reinvestment right set forth in the Streeterville SPA (so long as such reinvestment is made within 90 days of the Approval) in excess of the Issuance Cap (the “Approval”) at the earlier of its next annual meeting of stockholders to be held in 2024 and any special meeting of stockholders called by the Company at which at least one “routine” proposal (as determined by the New York Stock Exchange) is to be included in the proxy statement for such special meeting; provided however, that if at any time after the date of the Streeterville SPA and prior to the Approval, Streeterville submits a Conversion Notice (as defined in the Streeterville Note) at such time as the Issuance Cap would prohibit the conversion of less than 150% of the Conversion Shares subject to such Conversion Notice, the Company will use its reasonable best efforts to hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) for the Approval within 45 days from the date of the Company’s receipt of such Conversion Notice, and in any case, with the recommendation of the Board that such proposal be approved, and the Company will solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders are required to vote their proxies in favor of such proposal. The Company is required to use its reasonable best efforts to obtain such Approval, including if the Company does not obtain the Approval at such special meetings, the Company will use reasonable best efforts to hold a new special meeting within 45 days from the date of such previous special meeting to obtain such Approval. If the Approval is not obtained at either meeting, the Company will be required to use its reasonable best efforts to seek such approval at each subsequent annual meeting of stockholders until such approval is obtained or the Streeterville Notes are no longer outstanding. Amendments No. 9 and 10 to the SPA On August 4, 2023, the Company entered into Amendment No. 9 to the Secured SPA (the “Ninth Secured SPA Amendment”) with FFVV (the “ATW Party”), as purchaser, and Amendment No. 10 to Secured SPA (the “Tenth Secured SPA Amendment” and together with Ninth Secured SPA Amendment, the “Amendments”) with Senyun, as purchaser, pursuant to which, the Company and each of the ATW Party and Senyun, respectively, as required purchasers under the Secured SPA, agreed to the following amendment: the definition of Required Minimum (as defined in the Secured SPA), was amended to mean (a) until the earlier of (x) September 30, 2023 and (y) the earlier of (I) the trading day immediately following the date of consummation of a reverse stock split of the Common Stock and (II) the 15th business day after the Company shall have obtained stockholder approval to increase the authorized shares of Common Stock (as applicable, the “Waiver Expiration Date”), zero shares of Common Stock, and (b) immediately after the Waiver Expiration Date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents (as defined in the Secured SPA), including any Underlying Shares (as defined in the Secured SPA) issuable upon exercise in full of all Warrants (as defined in the Secured SPA) or conversion in full of all Secured SPA Notes (including Underlying Shares issuable as payment of interest on the Secured SPA Notes), ignoring any conversion or exercise limits set forth therein. Amendment to Joinder and Amendment Agreement On June 26, 2023, the Company entered into a Joinder and Amendment Agreement (the “ATW Joinder”) with the ATW Party. On August 4, 2023, the Company entered into Waiver and Amendment Agreement (the “ATW Amendment”) to the ATW Joinder, pursuant to which the ATW Party (as defined in the ATW Amendment) has agreed to waive any and all requirements of the Company to reserve shares of Common Stock for issuance pursuant to Notes or Warrants (each as defined in each of the Secured SPA and the Unsecured SPA, which is discussed further below) and defers any obligations of the Company to deliver any shares of Common Stock for issuance pursuant to the Notes or Warrants until the earlier of (x) September 30, 2023 and (y) the earlier of (I) the trading day immediately following the date of consummation of a reverse stock split of the Common Stock and (II) the 15th business day after the Company’s receipt of stockholder approval to increase the authorized shares of Common Stock. Further the ATW Amendment provides that if the ATW Party or a permitted assign exercises its option to invest another $10.0 million of Tranche B Notes in accordance with the terms of the Secured SPA (the “Additional Tranche B Investment”) on or prior to the latest of (x) August 1, 2023, (y) four business days after the meeting of the Company’s stockholders for the required stockholder approval under the Unsecured SPA to increase the Company’s authorized shares of Common Stock and for purposes of Nasdaq Listing Rule 5635 (to the extent needed) (the “Stockholder Approval”), and (z) six business days after the Company has filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, then the ATW Party shall have the right, upon delivery of a written notice to the Company, at any time prior to the 30 th day after the date of consummation of such Additional Tranche B Investment, to invest another $20.0 million in New Notes (as defined in the ATW Joinder), subject to terms substantially identical to those provided for in the Unsecured SPA. Tranche B SPA Funding In July 2023, ATW Partners LLC purchased additional senior secured notes and SPA Warrants of the Company. The Company received gross proceeds of $10.0 million ($9.0 million net of original issuance discount) in exchange for such issuances. Tranche A SPA Funding In July 2023, Senyun and a purchaser affiliated with ATW Partners LLC purchased additional senior secured notes and SPA Warrants of the Company. The Company received gross proceeds of $8.5 million ($7.6 million net of original issuance discount) in exchange for such issuances. Unsecured SPA Funding In August 2023, Streeterville purchased additional unsecured convertible senior promissory notes and Warrants of the Company. The Company received gross proceeds of $16.5 million ($14.9 million net of original issuance discount) in exchange for such issuance. Special Meeting of Stockholders On July 20, 2023, FF filed a Proxy Statement with the SEC in connection with the special meeting of FFIE stockholders, which was held on August 16, 2023. At such meeting FFIE stockholders approved a proposal to authorize the Board to effect a reverse stock split of the Company’s outstanding common stock at a range between 1-for-2 and 1-for-90 shares of outstanding common stock. This approval gives the Board the discretion to amend the Amended and Restated Charter to effect a reverse stock split (with such ratio to be determined in the discretion of the Board in the range of 1-for-2 to 1-for-90) of the outstanding Common Stock at any time within one year of the date of such special meeting of stockholders. In addition, at the special meeting, FFIE stockholders approved a proposal to approve, if and only if the reverse stock split proposal is approved and the reverse stock split is implemented at a ratio of 1-for-8 or greater, a proposal to limit the number of shares of authorized common stock to a number equal to 12,355,000,000 divided by the reverse stock split ratio determined by the Board. This approval essentially caps the number of authorized shares of common stock to a number that is seven times the amount of authorized shares currently available. The Company anticipates implementing the reverse stock split (which will result in an increase in authorized shares of Common Stock) soon after the issuance of the unaudited Condensed Consolidated Financial Statements. In addition, at the special meeting, FFIE stockholders approved for a proposal to approve, as is required by the applicable Nasdaq rules and regulations, additional transactions involving notes and warrants issued to Metaverse Horizon Limited,, V W Investment Holding Limited, FF Vitality Ventures LLC (“FFVV”), and Senyun International Ltd. (“Senyun”) under the Unsecured SPA, as amended. |
Nature of Business and Organi_2
Nature of Business and Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. They include the accounts of the Company, its wholly-owned subsidiaries and all other entities in which the Company has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2022, included in the Company’s Form 10-K/A filed with SEC on August 21, 2023 (“Form 10-K/A”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2022, has been derived from the Company’s annual audited Condensed Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements. The Company believes that the disclosures included in this Form 10-Q are adequate to make the information presented not misleading. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, its results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Condensed Consolidated Financial Statements for the year ended December 31, 2022, included in the Form 10-K/A, except as described below. |
Principles of Consolidation | All intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable and notes payable; (v) fair value of options granted to employees and non-employees; (vi) fair value of warrants, and (vii) incremental borrowing rate used to measure operating lease liabilities. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate, estimates are subject to additional volatility. As of the date the Company’s unaudited Condensed Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained. Actual results could differ from these estimates and any such differences may have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. |
Customer Deposits and Deferred Revenue | Customer Deposits and Deferred Revenue The Company’s customers may reserve a vehicle and preorder certain services by making a customer deposit, which is fully refundable at any time. Refundable deposits, for vehicle reservations and services, received from customers prior to an executed vehicle purchase agreement are recorded as customer deposits (Accrued expenses and other current liabilities). Customer deposits were approximately $3.6 million and $3.4 million as of June 30, 2023 and December 31, 2022, respectively. When vehicle purchase agreements are executed, the consideration for the vehicle and any accompanying products and services must be paid in advance prior to the transfer of products or services by the Company. Such advance payments are considered non-refundable, and the Company defers revenue related to any products or services that are not yet transferred. As of June 30, 2023, the Company has yet to deliver a vehicle or recognize revenue related to the delivery of a vehicle. Deferred revenue related to products and services was immaterial as of June 30, 2023 and December 31, 2022. |
Inventory and Inventory Valuation | Inventory and Inventory ValuationInventory is stated at the lower of cost or net realizable value and consists of raw materials, work in progress, and finished goods. The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out (“FIFO”) basis. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. |
Cost of Revenues | Cost of Revenues On March 29, 2023, the Company announced the start of production of its first electric vehicle, the FF 91 Futurist and, on April 14, 2023, the Company’s first production FF 91 Futurist vehicle came off the production line. However, the Company has not yet recognized any revenue from the design, development, manufacturing, engineering, sale, or distribution of its electric vehicles. Accordingly, cost of revenues recognized during the three months ended June 30, 2023 , in advance of recognizing any revenue, represents production costs that in accordance with GAAP cannot be capitalized in inventory as of June 30, 2023 |
Stock-Based Compensation | Stock-Based Compensation Effective January 1, 2023, stock-based compensation expense is reduced for forfeitures only when they occur. This change of accounting policy resulted in the recognition of a cumulative increase of prior stock-based compensation expenses |
Income Tax | Income Tax The income tax provision (benefit) recognized in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 was immaterial. The difference in the Company’s effective tax rate from the federal statutory rate of 21% is primarily due to full domestic and international valuation allowances. The Company records a full valuation allowance to reflect limited benefits for income taxes in jurisdictions that historically reported losses and a provision for income taxes in jurisdictions that are profitable. The income tax provision for each period was the combined calculated tax expenses/benefits for various jurisdictions. The Company is subject to taxation and files income tax returns with the U.S. federal government, the state of California and China. The Company’s income tax returns are open to examination by the relevant tax authorities until the expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. As of June 30, 2023, the Company is not under any tax audits on its income tax returns. All of the Company’s prior year tax returns, from 2016 through 2021, are open under Chinese tax law. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period in the accompanying unaudited Condensed Consolidated Financial Statements to conform with the current presentation. Inventory and Finance lease right-of-use assets are now separately presented in the unaudited Condensed Consolidated Balance Sheets, as they were previously included in Other current assets and Property and equipment, Net, respectively (see Note 5, Deposits and Other Current Assets and Note 6, Property and Equipment, Net ). In addition, the Buildings and Leasehold improvements within Property and equipment (see Note 6, Property and Equipment, Net ) have been combined, as they were previously presented separately. |
Fair Value Measurements | Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement , which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820, Fair Value Measurement relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds. Level 2 Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. Government and agency debt securities and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds. Level 3 Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models or similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (in thousands) June 30, 2023 December 31, 2022 Raw materials $ 8,464 $ 4,457 Work in progress 1,837 — Total inventory $ 10,301 $ 4,457 |
Deposits and Other Current As_2
Deposits and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deposits and Other Current Assets | (in thousands) Deposits: June 30, 2023 December 31, 2022 Deposits for research and development, prototype and production parts, and other $ 58,348 $ 40,879 Deposits for goods and services yet to be received (“Future Work”) 2,969 3,187 Total deposits $ 61,317 $ 44,066 Other current assets: Prepaid expenses $ 3,557 $ 14,437 Other current assets 11,026 3,052 Total other current assets $ 14,583 $ 17,489 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | (in thousands) June 30, 2023 December 31, 2022 Buildings and leasehold improvements $ 81,339 $ 5,598 Computer hardware 2,072 3,112 Tooling, machinery and equipment 235,125 9,542 Vehicles 337 337 Computer software 4,125 4,212 Construction in process 125,272 393,814 Less: Accumulated depreciation (22,976) (10,295) Total property and equipment, net $ 425,294 $ 406,320 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | (in thousands) June 30, 2023 December 31, 2022 Accrued payroll and benefits $ 24,197 $ 20,502 Accrued legal contingencies 16,877 18,940 Other current liabilities 14,761 26,267 Total accrued expenses and other current liabilities $ 55,835 $ 65,709 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured on Recurring Basis | The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy: June 30, 2023 (in thousands) Level 1 Level 2 Level 3 Liabilities: Warrant liabilities 1 $ — $ — $ 21,103 Notes payable 1 — — 69,652 Earnout shares liability — — 1,448 Share-based payment liabilities — — 2,728 1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities. December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Liabilities: Warrant liabilities $ — $ — $ 92,833 Notes payable — — 26,008 Earnout shares liability — — 2,250 Share-based payment liabilities — — 3,977 |
Summary of Activity for Level 3 Fair Value Measurements | The following table summarizes the activity of Level 3 fair value measurements: (in thousands) Warrant Liabilities 1 Notes Payable 1 Earnout Shares Liability Liability for Insufficient Authorized Shares Related to Stock Options and RSUs Balance as of December 31, 2022 $ 92,833 $ 26,008 $ 2,250 $ 3,977 Additions 37,159 167,297 — — Net disposal pursuant to Warrant Exchange (16,506) — — — Exercises (47,202) — — — Debt extinguishments 1,317 13,078 — — Change in fair value measurements (46,498) (29,107) 2,100 — Payments of notes payable, including periodic interest — (1,167) — — Stock-based compensation expense — — — 4,752 Reclassification from liability to equity on February 28, 2023 — — (5,014) (8,979) Reclassification from equity to liability on April 21, 2023 — 2,112 2,978 Conversions of notes to Class A Common Stock — (106,457) — — Balance as of June 30, 2023 $ 21,103 $ 69,652 $ 1,448 $ 2,728 1 Includes both related party and non-related party balances for the Company’s notes payable and warrant liabilities. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Notes Payable | Related party notes payable consists of the following as of June 30, 2023: (in thousands) Contractual Contractual Net Related party notes – China December 2023 12.0% $ 5,042 Related party notes – Unsecured SPA October 2029 10% - 15% 7,777 Related party notes – China various other Due on Demand —% 3,736 16,555 Less: Related party notes payable, current (8,778) Total: Related party notes payable, less current $ 7,777 Related party notes payable consists of the following as of December 31, 2022: (in thousands) Contractual Contractual Net Carrying Value Related party notes – China December 31, 2023 12.0% $ 5,209 Related party notes – China various other Due on Demand —% 3,755 $ 8,964 Related party notes payable issued pursuant to the Unsecured SPA consist of the following as of June 30, 2023: (in thousands) Contractual Contractual Unpaid Principal Fair Value Original Issue Discount and Proceeds Allocated to Warrants Net MHL - Unsecured SPA Note Various dates in 2029 10% - 15% $ 9,957 $ (446) $ (1,734) $ 7,777 |
Schedule of Principal Maturities | The future scheduled principal maturities of notes payable as of June 30, 2023 are as follows: (in thousands) Due on demand $ 4,816 2023 — 2024 — 2025 41,000 2026 89 2027 — Thereafter 61,878 $ 107,783 The future scheduled principal maturities of related party notes payable as of June 30, 2023 were as follows: (in thousands) Due on demand $ 3,736 2023 5,042 2029 9,957 $ 18,735 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company has entered into notes payable agreements with third parties, which consist of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 (in thousands) Contractual Contractual Unpaid Principal Fair Value Original Issue Discount and Proceeds Allocated to Warrants Net Secured SPA Notes (1) Various 10%-15% $ 101,456 $ (33,840) $ (6,751) $ 60,865 Unsecured SPA Notes (1) Various dates in 2029 10%-15% 11,379 (575) (2,017) 8,787 Notes payable – China other Due on Demand —% 4,816 — — 4,816 Auto loans October 2026 7% 89 — — 89 $ 117,740 $ (34,415) $ (8,768) 74,557 Less: Related party notes payable (7,777) Less: Notes payable, current portion (4,905) Total: Notes payable, less current portion $ 61,875 December 31, 2022 (in thousands) Contractual Contractual Unpaid Principal Fair Value Original Issue Discount and Proceeds Allocated to Warrants Net Secured SPA Notes (1) October 27, 2028 10% $ 36,622 $ 264 $ (10,878) $ 26,008 Notes payable – China other Due on Demand —% 4,997 — — 4,997 Auto loans October 2026 7% 100 — — 100 $ 41,719 $ 264 $ (10,878) 31,105 Less: Notes payable, current portion (5,097) Total: Notes payable, less current portion $ 26,008 |
Schedule of Principal Maturities | The future scheduled principal maturities of notes payable as of June 30, 2023 are as follows: (in thousands) Due on demand $ 4,816 2023 — 2024 — 2025 41,000 2026 89 2027 — Thereafter 61,878 $ 107,783 The future scheduled principal maturities of related party notes payable as of June 30, 2023 were as follows: (in thousands) Due on demand $ 3,736 2023 5,042 2029 9,957 $ 18,735 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The number of outstanding warrants to purchase the Company’s Class A Common Stock as of June 30, 2023 are as follows: Number of Warrants Exercise Price Expiration Date SPA Warrants 112,780,647 $0.23 or $0.89 Various through June 30, 2030 Ares warrants 29,454,593 $0.23 August 5, 2027 Public Warrants 23,540,988 $11.50 July 21, 2026 Private Warrants 111,131 $11.50 July 21, 2026 Total 165,887,359 The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2022 were as follows: Number of Warrants Exercise Price Expiration Date SPA Warrants 346,453,115 $0.23 Various through September 23, 2029 ATW NPA Warrants (1) 76,804,450 $0.23 Various through August 10, 2028 Ares warrants 29,454,593 $0.23 August 5, 2027 Public Warrants 23,540,988 $11.5 July 21, 2026 Private Warrants 111,131 $11.5 July 21, 2026 Total 476,364,277 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table presents stock-based compensation expense included in each respective expense category in the unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss: Three Months Ended Six Months Ended (in thousands) 2023 2022 2023 2022 Research and development $ 480 $ 3,078 $ 6,896 $ 4,701 Sales and marketing 50 251 810 625 General and administrative 109 (202) 1,566 1,148 $ 639 $ 3,127 $ 9,272 $ 6,474 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Shares Excluded From Calculation of Diluted Net Loss Per Share | Three Months Ended Six Months Ended 2023 2022 2023 2022 Shares issuable upon conversion of SPA Notes and settlement of make-whole provisions 648,065,080 9,009,166 648,065,080 9,009,166 Shares issuable upon exercise of SPA Warrants 112,780,647 — 112,780,647 — Other warrants 29,454,593 4,544,258 29,454,593 4,544,258 Stock-based compensation awards – Options 35,280,854 40,730,358 35,280,854 40,730,358 Stock-based compensation awards – RSUs 16,520,514 — 16,520,514 — Public warrants 23,540,988 22,977,568 23,540,988 22,977,568 Private warrants 111,131 674,551 111,131 674,551 Total 865,753,807 77,935,901 865,753,807 77,935,901 |
Nature of Business and Organi_3
Nature of Business and Organization and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 21, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Refundable customer deposits | $ 3,600,000 | $ 3,600,000 | $ 3,400,000 | ||||
Deferred revenue | 0 | 0 | $ 0 | ||||
Stock-based compensation expense | 639,000 | $ 3,127,000 | 9,272,000 | $ 6,474,000 | |||
Income tax provision | 28,000 | 9,000 | 28,000 | 9,000 | |||
Accrued interest or penalties | $ 0 | $ 0 | $ 0 | $ 0 | |||
Retroactive application of recapitalization | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock-based compensation expense | $ 1,800,000 | ||||||
Class A | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Issuance of shares (in shares) | 76,140,000 | ||||||
Issuance of shares, price per share (in usd per share) | $ 10 | ||||||
Proceeds from issuance of common stock | $ 761,400,000 |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | |||||||||||||
Jul. 20, 2023 | Jun. 16, 2023 USD ($) | May 08, 2023 USD ($) closing | Nov. 11, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 26, 2023 USD ($) installment | Mar. 23, 2023 USD ($) | Mar. 06, 2023 USD ($) | Feb. 28, 2023 shares | Feb. 03, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 03, 2022 shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | |
Debt Instrument [Line Items] | ||||||||||||||||
Going concern period | 1 year | |||||||||||||||
Cash | $ 17,893 | $ 17,893 | $ 17,893 | $ 16,968 | ||||||||||||
Accumulated deficit | 3,796,656 | 3,796,656 | 3,796,656 | 3,526,755 | ||||||||||||
Cash and restricted cash | 19,396 | 19,396 | 19,396 | $ 18,514 | $ 121,534 | $ 530,477 | ||||||||||
Common stock, shares authorized (in shares) | shares | 1,775,000,000 | 900,000,000 | 825,000,000 | |||||||||||||
Standby Equity Purchase Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Option to increase commitment amount | $ 350,000 | |||||||||||||||
Agreement term | 3 years | |||||||||||||||
Chongqing Leshi Small Loan Co., Ltd. | Related Party Notes, China, Due On Demand | Related Party | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Breach of agreement | $ 4,500 | $ 4,500 | $ 4,500 | |||||||||||||
Interest rate (in percent) | 18% | 18% | 18% | |||||||||||||
Class A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares authorized (in shares) | shares | 1,690,000,000 | 1,690,000,000 | 1,690,000,000 | 1,690,000,000 | 815,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Class A | Standby Equity Purchase Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Commitment amount | $ 200,000 | |||||||||||||||
Class A Common Stock and/or Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate price | $ 300,000 | |||||||||||||||
Common Stock | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stockholder's equity, stock split, conversion ratio | 0.125 | |||||||||||||||
Common Stock | Subsequent Event | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stockholder's equity, stock split, conversion ratio | 0.0111111 | |||||||||||||||
Common Stock | Subsequent Event | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stockholder's equity, stock split, conversion ratio | 0.5 | |||||||||||||||
SPA Warrants | Class A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price of warrants or rights | $ 20,000 | $ 20,000 | $ 20,000 | |||||||||||||
Warrant or right, funded | 9,400 | 9,400 | 9,400 | |||||||||||||
Warrant or right, cancelled | 10,600 | 10,600 | 10,600 | |||||||||||||
Warrant exercise price, remaining balance (in dollars per share) | 144,800 | 144,800 | 144,800 | |||||||||||||
SPA Notes | Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amount committed | $ 462,900 | |||||||||||||||
Proceeds from issuance of debt | 292,200 | |||||||||||||||
Proceeds, net of original issuance discount | $ 256,500 | |||||||||||||||
Debt instrument, amount committed, remaining balance | 171,300 | |||||||||||||||
Debt instrument, amount committed, remaining balance, contingent | 5,000 | |||||||||||||||
Debt instrument, amount committed, remaining balance, contingent, satisfaction or waiver of conditions | $ 15,000 | |||||||||||||||
Debt instrument, amount committed, remaining balance, contingent and expected to be funded, term | 5 days | |||||||||||||||
Debt instrument, amount committed, remaining balance, contingent, term agreement | $ 6,500 | |||||||||||||||
Aggregate principal | $ 25,000 | $ 135,000 | ||||||||||||||
SPA Notes | Notes Payable | Senyun And Purchase Affiliated With ATW Partners LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | 38,000 | |||||||||||||||
Proceeds, net of original issuance discount | $ 32,900 | |||||||||||||||
Unsecured SPA Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, percentage of issued and outstanding shares | 19.99% | |||||||||||||||
Unsecured SPA Notes | Metaverse Horizon Limited and V W Investment Holding Limited | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amount committed | $ 80,000 | |||||||||||||||
Aggregate principal | $ 100,000 | |||||||||||||||
Unsecured SPA Notes | FF Vitality Ventures LLC ("FFVV") | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal | $ 40,000 | |||||||||||||||
Debt Instrument, face amount per installment | $ 5,000 | |||||||||||||||
Debt instrument, face amount, number of installment | installment | 8 | |||||||||||||||
Unsecured SPA Notes | Senyun | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal | $ 30,000 | |||||||||||||||
Debt Instrument, face amount per installment | $ 3,800 | |||||||||||||||
Debt instrument, face amount, number of installment | installment | 8 | |||||||||||||||
Unsecured SPA Notes | Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, number of closings | closing | 8 | |||||||||||||||
Debt instrument, period between each closing | 15 days | |||||||||||||||
Unsecured SPA Notes | Notes Payable | Metaverse Horizon Limited and V W Investment Holding Limited | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal | $ 100,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 8,464 | $ 4,457 |
Work in progress | 1,837 | 0 |
Total inventory | $ 10,301 | $ 4,457 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory reserve | $ 0 | $ 0 |
Variable Interest Entities an_2
Variable Interest Entities and Joint Ventures (Details) - The9 Joint Venture - USD ($) $ in Millions | Feb. 23, 2021 | Mar. 24, 2019 |
Class A | ||
Schedule of Equity Method Investments [Line Items] | ||
Conversion of notes payable and accrued interest into Class A Common Stock (Note 9) (in shares) | 423,053 | |
The9 Limited | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50% | |
Conditional obligation | $ 5 |
Deposits and Other Current As_3
Deposits and Other Current Assets - Deposits and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deposits: | ||
Deposits for research and development, prototype and production parts, and other | $ 58,348 | $ 40,879 |
Deposits for goods and services yet to be received (“Future Work”) | 2,969 | 3,187 |
Total deposits | 61,317 | 44,066 |
Other current assets: | ||
Prepaid expenses | 3,557 | 14,437 |
Other current assets | 11,026 | 3,052 |
Total other current assets | $ 14,583 | $ 17,489 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (22,976) | $ (10,295) | |
Property and equipment, net | 425,294 | 406,320 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 81,339 | $ 75,700 | 5,598 |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,072 | 3,112 | |
Tooling, machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 235,125 | $ 225,700 | 9,542 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 337 | 337 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,125 | 4,212 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 125,272 | $ 393,814 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 13,200 | $ 800 | $ 14,300 | $ 1,600 | ||
Tooling, machinery and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 235,125 | 235,125 | $ 225,700 | $ 9,542 | ||
Buildings and leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 81,339 | $ 81,339 | $ 75,700 | $ 5,598 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and benefits | $ 24,197 | $ 20,502 |
Accrued legal contingencies | 16,877 | 18,940 |
Other current liabilities | 14,761 | 26,267 |
Total accrued expenses and other current liabilities | $ 55,835 | $ 65,709 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Standby Equity Purchase Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities | ||
Earnout shares liability | $ 1,400 | |
Share-based payment liabilities | 2,700 | |
Level 1 | Fair Value, Recurring | ||
Liabilities | ||
Notes payable | 0 | $ 0 |
Earnout shares liability | 0 | 0 |
Share-based payment liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Liabilities | ||
Notes payable | 0 | 0 |
Earnout shares liability | 0 | 0 |
Share-based payment liabilities | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Liabilities | ||
Warrant liabilities | 21,103 | 92,833 |
Notes payable | 69,652 | 26,008 |
Earnout shares liability | 1,448 | 2,250 |
Share-based payment liabilities | $ 2,728 | $ 3,977 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Changes in Liability for Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 21, 2023 | Feb. 28, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of notes payable and warrant liabilities | ||||
Warrant Liabilities | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | $ 92,833 | $ 92,833 | |||
Additions | 37,159 | ||||
Net disposal pursuant to Warrant Exchange | (16,506) | ||||
Exercises | (47,202) | ||||
Debt extinguishments | 1,317 | ||||
Change in fair value measurements | (46,498) | ||||
Payments of notes payable, including periodic interest | 0 | ||||
Stock-based compensation expense | 0 | ||||
Ending balance | $ 21,103 | 21,103 | |||
Warrant Liabilities | Class A | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Reclassification from liability to equity | $ 0 | ||||
Reclassification from equity to liability on April 21, 2023 | $ 0 | ||||
Conversions of notes to Class A Common Stock | 0 | ||||
Notes Payable | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | 26,008 | 26,008 | |||
Additions | 167,297 | ||||
Net disposal pursuant to Warrant Exchange | 0 | ||||
Exercises | 0 | ||||
Debt extinguishments | 13,078 | ||||
Change in fair value measurements | (29,107) | ||||
Payments of notes payable, including periodic interest | (1,167) | ||||
Stock-based compensation expense | 0 | ||||
Ending balance | 69,652 | 69,652 | |||
Notes Payable | Class A | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Reclassification from liability to equity | 0 | ||||
Reclassification from equity to liability on April 21, 2023 | |||||
Conversions of notes to Class A Common Stock | (106,457) | ||||
Earnout Shares Liability | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | 2,250 | 2,250 | |||
Additions | 0 | ||||
Net disposal pursuant to Warrant Exchange | 0 | ||||
Exercises | 0 | ||||
Debt extinguishments | 0 | ||||
Change in fair value measurements | (700) | 2,800 | 2,100 | ||
Payments of notes payable, including periodic interest | 0 | ||||
Stock-based compensation expense | 0 | ||||
Ending balance | 1,448 | 1,448 | |||
Earnout Shares Liability | Class A | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Reclassification from liability to equity | (5,014) | ||||
Reclassification from equity to liability on April 21, 2023 | 2,112 | ||||
Conversions of notes to Class A Common Stock | 0 | ||||
Liability for Insufficient Authorized Shares Related to Stock Options and RSUs | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | $ 3,977 | 3,977 | |||
Additions | 0 | ||||
Net disposal pursuant to Warrant Exchange | 0 | ||||
Exercises | 0 | ||||
Debt extinguishments | 0 | ||||
Change in fair value measurements | 0 | ||||
Payments of notes payable, including periodic interest | 0 | ||||
Stock-based compensation expense | 300 | 4,752 | |||
Ending balance | $ 2,728 | 2,728 | |||
Liability for Insufficient Authorized Shares Related to Stock Options and RSUs | Class A | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Reclassification from liability to equity | $ (8,979) | ||||
Reclassification from equity to liability on April 21, 2023 | $ 2,978 | ||||
Conversions of notes to Class A Common Stock | $ 0 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Notes Payable | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | $ 107,783 | |
Related Party | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 16,555 | |
Notes payable, current portion | (8,778) | $ (8,964) |
Notes payable, less current portion | $ 7,777 | $ 0 |
Related Party Notes, China, Due December 31, 2023 | Related Party | ||
Related Party Transaction [Line Items] | ||
Contractual Interest Rates | 12% | 12% |
Unpaid Principal Balance | $ 5,042 | $ 5,209 |
Related Party Notes - Unsecured SPA, Due October 2029 | Related Party | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | $ 7,777 | |
Related Party Notes - Unsecured SPA, Due October 2029 | Related Party | Minimum | ||
Related Party Transaction [Line Items] | ||
Contractual Interest Rates | 10% | |
Related Party Notes - Unsecured SPA, Due October 2029 | Related Party | Maximum | ||
Related Party Transaction [Line Items] | ||
Contractual Interest Rates | 15% | |
Related party notes - China various other, Due on Demand | Related Party | ||
Related Party Transaction [Line Items] | ||
Contractual Interest Rates | 0% | 0% |
Unpaid Principal Balance | $ 3,736 | $ 3,755 |
Related party notes payable | Related Party | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 18,735 | $ 8,964 |
Related Party Notes - Unsecured SPA With Various Contractual Maturity Dates | Related Party | Metaverse Horizon Limited and V W Investment Holding Limited | Notes Payable | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 9,957 | |
Fair Value Measurement Adjustments | (446) | |
Original Issue Discount and Proceeds Allocated to Warrants | (1,734) | |
Net Carrying Value | $ 7,777 | |
Related Party Notes - Unsecured SPA With Various Contractual Maturity Dates | Related Party | Minimum | Metaverse Horizon Limited and V W Investment Holding Limited | ||
Related Party Transaction [Line Items] | ||
Contractual Interest Rates | 10% | |
Related Party Notes - Unsecured SPA With Various Contractual Maturity Dates | Related Party | Maximum | Metaverse Horizon Limited and V W Investment Holding Limited | ||
Related Party Transaction [Line Items] | ||
Contractual Interest Rates | 15% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 51 Months Ended | |||||||||||||
May 08, 2023 USD ($) shares | Apr. 08, 2023 USD ($) | Mar. 06, 2023 USD ($) | Feb. 09, 2023 USD ($) | Feb. 06, 2023 USD ($) | Feb. 01, 2023 USD ($) | Jan. 31, 2023 USD ($) | May 11, 2023 shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 lease | Feb. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||
Loss on settlement of notes payable | $ (3,000) | ||||||||||||||||
Total accrued expenses and other current liabilities | $ 55,835 | $ 55,835 | $ 65,709 | ||||||||||||||
Deposits | 61,317 | 61,317 | 44,066 | ||||||||||||||
Accounts payable | 92,757 | 92,757 | 91,603 | ||||||||||||||
Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Loss on settlement of notes payable | (6,492) | $ 0 | |||||||||||||||
Interest expense | (70) | $ (1,313) | (70) | (1,935) | |||||||||||||
Notes payable, current portion | 8,778 | 8,778 | 8,964 | ||||||||||||||
Accounts payable | 300 | 300 | 100 | ||||||||||||||
FF Top Executive Reimbursements | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Notes payable principal amounts | $ 700 | $ 300 | |||||||||||||||
Notes payable, current portion | 400 | ||||||||||||||||
Payments with related party | $ 200 | $ 200 | $ 200 | 600 | 800 | ||||||||||||
Threshold amount | 5,000 | ||||||||||||||||
Legal expense reimbursement requested | $ 6,500 | ||||||||||||||||
FF Top Executive Reimbursements | Related Party | Debt Instrument, Redemption, Period One | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payments with related party | 200 | ||||||||||||||||
FF Top Executive Reimbursements | Related Party | Debt Instrument, Redemption, Period Two | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payments with related party | $ 200 | ||||||||||||||||
Consulting Service Agreement With FF Global Partners | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Threshold amount | $ 100 | ||||||||||||||||
Monthly fee | $ 200 | ||||||||||||||||
Prior written notice period | 1 month | ||||||||||||||||
Leshi Information Technology Co., Ltd. (“LeTV”) | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Total accrued expenses and other current liabilities | 6,900 | 6,900 | 7,000 | ||||||||||||||
Rancho Palos Verdes Real Property Leases | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of leases | lease | 2 | ||||||||||||||||
Warm Time Inc. | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Lease cost (less than) | 100 | $ 100 | 100 | $ 100 | |||||||||||||
Accrued interest | 200 | 200 | 200 | ||||||||||||||
Ocean View Drive Inc. | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Deposits | 900 | 900 | $ 900 | ||||||||||||||
Payments for seizure of funds related to ongoing litigation | $ 200 | ||||||||||||||||
Vehicle Lease Expense | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction, amount of transaction | $ 100 | ||||||||||||||||
Fees Incurred By Funding Notes Payable | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payments with related party | $ 400 | ||||||||||||||||
Bridge Warrants | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Aggregate shares able to be purchased from warrants issued (in shares) | shares | 161,494,918 | 161,494,918 | |||||||||||||||
Term of warrants | 7 years | 7 years | |||||||||||||||
Metaverse Horizon Limited and V W Investment Holding Limited | Bridge Warrants | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Aggregate shares able to be purchased from warrants issued (in shares) | shares | 8,127,057 | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.89 | $ 0.89 | |||||||||||||||
Term of warrants | 7 years | 7 years | |||||||||||||||
Metaverse Horizon Limited and V W Investment Holding Limited | Unsecured SPA Notes | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Aggregate principal | $ 100,000 | ||||||||||||||||
Amount committed | 80,000 | ||||||||||||||||
Metaverse Horizon Limited and V W Investment Holding Limited | Unsecured SPA Notes | Notes Payable | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Aggregate principal | 100,000 | ||||||||||||||||
Metaverse Horizon Limited and V W Investment Holding Limited | Unsecured SPA Notes and Warrants | Notes Payable | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Proceeds from notes payable, net of original issuance discount | $ 19,800 | ||||||||||||||||
Debt conversion, converted instrument, amount | $ 12,000 | ||||||||||||||||
Conversion of notes payable and accrued interest into Class A Common Stock (Note 9) (in shares) | shares | 69,731,668 | ||||||||||||||||
Loss on settlement of notes payable | 6,500 | $ 6,500 | |||||||||||||||
Chongqing Leshi Small Loan Co., Ltd. | Related Party Notes, China, Due On Demand | Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Breach of agreement | $ 4,500 | $ 4,500 | |||||||||||||||
Interest rate (in percent) | 18% | 18% |
Related Party Transactions - _2
Related Party Transactions - Schedule of Principal Maturities of Related Party Notes Payable (Details) - Related Party - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | $ 16,555 | |
Related party notes payable | ||
Related Party Transaction [Line Items] | ||
Due on demand | 3,736 | |
2023 | 5,042 | |
2029 | 9,957 | |
Unpaid Principal Balance | $ 18,735 | $ 8,964 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party | ||
Debt Outstanding [Abstract] | ||
Unpaid Principal Balance | $ 16,555 | |
Notes payable, less current portion | (7,777) | $ 0 |
Notes payable, current portion | (8,778) | (8,964) |
Nonrelated Party | ||
Debt Outstanding [Abstract] | ||
Notes payable, less current portion | (61,875) | (26,008) |
Notes payable, current portion | (4,905) | $ (5,097) |
Notes Payable | ||
Debt Outstanding [Abstract] | ||
Unpaid Principal Balance | 107,783 | |
Secured SPA Notes, Various Contractual Maturity Dates | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Unpaid Principal Balance | 101,456 | |
Fair Value Measurement Adjustments | (33,840) | |
Original Issue Discount and Proceeds Allocated to Warrants | (6,751) | |
Net Carrying Value | 60,865 | |
Secured SPA Notes Due on October 27, 2028 At 10.00% | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Contractual Interest Rates | 10% | |
Unpaid Principal Balance | $ 36,622 | |
Fair Value Measurement Adjustments | 264 | |
Original Issue Discount and Proceeds Allocated to Warrants | (10,878) | |
Net Carrying Value | $ 26,008 | |
Unsecured SPA Notes, Various Contractual Maturity Dates | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Unpaid Principal Balance | 11,379 | |
Fair Value Measurement Adjustments | (575) | |
Original Issue Discount and Proceeds Allocated to Warrants | (2,017) | |
Net Carrying Value | $ 8,787 | |
Notes Payable, China Various Other, Due On Demand At 0.00% | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Contractual Interest Rates | 0% | 0% |
Unpaid Principal Balance | $ 4,816 | $ 4,997 |
Fair Value Measurement Adjustments | 0 | 0 |
Original Issue Discount and Proceeds Allocated to Warrants | 0 | 0 |
Net Carrying Value | $ 4,816 | $ 4,997 |
Auto Loans Due on October 26, 2026 At 7.00% | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Contractual Interest Rates | 7% | 7% |
Unpaid Principal Balance | $ 89 | $ 100 |
Fair Value Measurement Adjustments | 0 | 0 |
Original Issue Discount and Proceeds Allocated to Warrants | 0 | 0 |
Net Carrying Value | 89 | 100 |
Existing Notes Payable Agreements With Third Parties | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Unpaid Principal Balance | 117,740 | 41,719 |
Fair Value Measurement Adjustments | (34,415) | 264 |
Original Issue Discount and Proceeds Allocated to Warrants | (8,768) | (10,878) |
Net Carrying Value | $ 74,557 | $ 31,105 |
Minimum | Secured SPA Notes, Various Contractual Maturity Dates | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Contractual Interest Rates | 10% | |
Minimum | Unsecured SPA Notes, Various Contractual Maturity Dates | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Contractual Interest Rates | 10% | |
Maximum | Secured SPA Notes, Various Contractual Maturity Dates | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Contractual Interest Rates | 15% | |
Maximum | Unsecured SPA Notes, Various Contractual Maturity Dates | Notes Payable | ||
Debt Outstanding [Abstract] | ||
Contractual Interest Rates | 15% |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 26, 2023 USD ($) installment $ / shares | May 08, 2023 USD ($) $ / shares shares | Feb. 03, 2023 USD ($) $ / shares shares | Dec. 28, 2022 USD ($) | Sep. 23, 2022 USD ($) $ / shares | Aug. 14, 2022 USD ($) tranche $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) trading_day $ / shares shares | May 09, 2023 $ / shares | Mar. 23, 2023 USD ($) | Dec. 31, 2022 shares | Nov. 08, 2022 USD ($) trading_day $ / shares | |
Debt Instrument [Line Items] | |||||||||||||
Loss on settlement of notes payable | $ 3,000 | ||||||||||||
Stock exchanged during period, value | $ 6,800 | ||||||||||||
Exercise of warrants (in shares) | shares | 60,395,603 | ||||||||||||
Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fair value measurement with unobservable inputs reconciliation, recurring basis, liability, settlements | $ (1,100) | $ (2,200) | |||||||||||
Change in fair value measurements | $ (29,107) | ||||||||||||
Bridge Warrants | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate shares able to be purchased from warrants issued (in shares) | shares | 161,494,918 | 161,494,918 | |||||||||||
Term of warrants | 7 years | 7 years | |||||||||||
Repurchase price (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Warrants (in shares) | shares | 112,780,647 | 112,780,647 | |||||||||||
Class A | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 15 | $ 15 | |||||||||||
Warrants (in shares) | shares | 165,887,359 | 165,887,359 | 476,364,277 | ||||||||||
Class A | Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversions of notes to Class A Common Stock | $ (106,457) | ||||||||||||
Class A | Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of consecutive trading days | trading_day | 7 | ||||||||||||
Exercise of warrants (in shares) | shares | 51,128,708 | ||||||||||||
Metaverse Horizon Limited and V W Investment Holding Limited | Bridge Warrants | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate shares able to be purchased from warrants issued (in shares) | shares | 8,127,057 | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.89 | $ 0.89 | |||||||||||
Term of warrants | 7 years | 7 years | |||||||||||
FF Vitality Ventures LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable principal amounts | $ 300 | ||||||||||||
Proceeds from notes payable, net of original issuance discount | 9,000 | ||||||||||||
Senyun | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable principal amounts | 200 | ||||||||||||
Maximum | Bridge Warrants | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.89 | $ 0.89 | |||||||||||
Number of trading days | trading_day | 30 | ||||||||||||
Maximum | FF Vitality Ventures LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable principal amounts | 400 | ||||||||||||
Maximum | Senyun | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable principal amounts | $ 300 | ||||||||||||
Minimum | Bridge Warrants | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.23 | $ 0.23 | |||||||||||
Number of trading days | trading_day | 20 | ||||||||||||
Notes Payable | FF Vitality Ventures LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.89 | ||||||||||||
Percent of purchaser's conversion shares | 33% | ||||||||||||
Secured SPA Notes | Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of tranches | tranche | 3 | ||||||||||||
Original issue discount percent | 10% | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.69 | ||||||||||||
Contractual Interest Rates | 10% | ||||||||||||
Interest rate, interest or settlement paid in shares (in percent) | 15% | ||||||||||||
Percent decrease of original issue discount | 50% | ||||||||||||
Total commitments | $ 300,000 | ||||||||||||
Option to purchase additional notes, period | 12 months | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.05 | ||||||||||||
Loss on settlement of notes payable | $ 7,700 | ||||||||||||
Secured SPA Notes | Notes Payable | Class A | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, convertible, threshold consecutive trading days | trading_day | 5 | ||||||||||||
Secured SPA Notes | Notes Payable | Debt Instrument, Redemption, Period One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.2865 | ||||||||||||
Secured SPA Notes | Notes Payable | Make-Whole Amount | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in percent) | 90% | ||||||||||||
Secured SPA Notes | Notes Payable | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 52,000 | ||||||||||||
Unsecured SPA Notes | Metaverse Horizon Limited and V W Investment Holding Limited | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 100,000 | ||||||||||||
Unsecured SPA Notes | FF Vitality Ventures LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, floor price (in dollars per share) | $ / shares | $ 0.05 | ||||||||||||
Commitment amount, number of installments | installment | 8 | ||||||||||||
Unsecured SPA Notes | Senyun | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 30,000 | ||||||||||||
Unsecured SPA Notes | Maximum | FF Vitality Ventures LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total commitments | $ 40,000 | ||||||||||||
Unsecured SPA Notes | Notes Payable | Metaverse Horizon Limited and V W Investment Holding Limited | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 100,000 | ||||||||||||
Original issue discount percent | 10% | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.89 | ||||||||||||
Interest rate, interest or settlement paid in shares (in percent) | 15% | ||||||||||||
Conversion price (in percent) | 90% | ||||||||||||
Debt instrument, convertible, threshold consecutive trading days | trading_day | 5 | ||||||||||||
Percent of purchaser's conversion shares | 33% | ||||||||||||
Percentage of initial principal amount | 50% | ||||||||||||
Debt instrument, floor price (in dollars per share) | $ / shares | $ 0.10 | ||||||||||||
Option to purchase additional shares, period from closing date | 12 months | ||||||||||||
Unsecured SPA Notes | Notes Payable | FF Vitality Ventures LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Option to purchase additional notes, period | 12 months | ||||||||||||
Option to purchase additional debt | $ 20,000 | ||||||||||||
Unsecured SPA Notes | Notes Payable | Senyun | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total commitments | $ 30,000 | ||||||||||||
Debt instrument, floor price (in dollars per share) | $ / shares | $ 0.05 | ||||||||||||
Commitment amount, number of installments | installment | 8 | ||||||||||||
Unsecured SPA Notes | Notes Payable | Maximum | Metaverse Horizon Limited and V W Investment Holding Limited | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Option to purchase additional shares | $ 100,000 | ||||||||||||
Unsecured SPA Notes | Notes Payable | Minimum | Metaverse Horizon Limited and V W Investment Holding Limited | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Option to purchase additional shares | $ 50,000 | ||||||||||||
SPA Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.05 | 0.89 | |||||||||||
Loss on settlement of notes payable | $ 11,400 | $ 11,400 | |||||||||||
Aggregate principal amount that may be issued | $ 19,000 | ||||||||||||
Debt conversion, converted instrument, amount | $ 900 | ||||||||||||
Debt instrument, floor price (in dollars per share) | $ / shares | $ 0.21 | $ 0.10 | |||||||||||
Change in fair value measurements | 24,700 | 72,800 | |||||||||||
SPA Notes | Class A | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Threshold value | $ 1,500 | ||||||||||||
SPA Notes | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Acquired interest rate | 89% | ||||||||||||
SPA Notes | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Acquired interest rate | 105% | ||||||||||||
SPA Notes | Minimum | Class A | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.21 | ||||||||||||
SPA Notes | Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 135,000 | $ 25,000 | |||||||||||
Acquired interest rate | 105% | ||||||||||||
Debt conversion, converted instrument, amount | 168,000 | ||||||||||||
Option to purchase additional shares, percentage of notes issued | 50% | ||||||||||||
Proceeds from notes payable, net of original issuance discount | 48,800 | 180,600 | |||||||||||
Fair value measurement with unobservable inputs reconciliation, recurring basis, liability, settlements | 80,500 | 175,600 | |||||||||||
Notes payable | 69,700 | 69,700 | |||||||||||
Replacement Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.89 | ||||||||||||
Replacement Note | Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 31,000 | ||||||||||||
NPA And SPA Warrants | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 41,000 | ||||||||||||
Contractual Interest Rates | 11% | ||||||||||||
Aggregate shares able to be purchased from warrants issued (in shares) | shares | 198,129,990 | ||||||||||||
Aggregate shares to be exchanged (in shares) | shares | 90,489,346 | ||||||||||||
Tranche C Notes | Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 40,000 | ||||||||||||
Original issue discount percent | 14% | ||||||||||||
Tranche B Notes | Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 5,000 | ||||||||||||
Original issue discount percent | 16% | ||||||||||||
Tranche B Notes | Notes Payable | FF Vitality Ventures LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | $ 20,000 | ||||||||||||
Option to purchase additional debt | 10,000 | ||||||||||||
Tranche A Notes | Notes Payable | Senyun | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal | 15,000 | ||||||||||||
Tranche A or Tranche B Notes | Notes Payable | Senyun | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Option to purchase additional debt | 10,000 | ||||||||||||
Option to purchase additional debt, additional amount | $ 20,000 | ||||||||||||
Bridge Notes and Bridge Warrants | Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable | $ 21,100 | $ 21,100 |
Notes Payable - Schedule of Pri
Notes Payable - Schedule of Principal Maturities (Details) - Notes Payable $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
Due on demand | $ 4,816 |
2023 | 0 |
2024 | 0 |
2025 | 41,000 |
2029 | 89 |
2027 | 0 |
Thereafter | 61,878 |
Total | $ 107,783 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) reservation in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 09, 2023 USD ($) | Jan. 19, 2023 USD ($) | Apr. 14, 2022 | Mar. 21, 2022 claim | Oct. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 07, 2023 USD ($) | Jan. 06, 2023 director | Jul. 05, 2022 reservation | Dec. 23, 2021 director | Nov. 15, 2021 reservation | |
Loss Contingencies [Line Items] | ||||||||||||||||||
Loss contingency, number of directors | director | 3 | 3 | ||||||||||||||||
Number of reservations received for vehicles | reservation | 14 | 14 | ||||||||||||||||
Loss contingency, new claims filed | claim | 2 | |||||||||||||||||
Accrued legal contingencies | $ 16,877 | $ 16,877 | $ 18,940 | |||||||||||||||
Number of unpaid indications of interest | reservation | 14 | |||||||||||||||||
Total accrued expenses and other current liabilities | 55,835 | 55,835 | 65,709 | |||||||||||||||
Palantir | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 25,000 | |||||||||||||||||
Amount committed | $ 47,000 | |||||||||||||||||
Hosting arrangement term | 6 years | |||||||||||||||||
Hosting arrangement, amount paid | $ 5,300 | |||||||||||||||||
Accounts payable | 12,300 | 12,300 | 2,500 | |||||||||||||||
Total accrued expenses and other current liabilities | 3,000 | |||||||||||||||||
Hosting arrangement, service contract expense | $ 2,000 | $ 2,000 | $ 3,900 | $ 3,900 | ||||||||||||||
Chief Executive Officer | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Annual base salary reduction | 25% | |||||||||||||||||
Chief Product And User Ecosystem Officer | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Annual base salary reduction | 25% | |||||||||||||||||
Outstanding Legal Dispute for Breach of Lease | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Litigation settlement, amount awarded to other party | $ 3,500 | 6,400 | ||||||||||||||||
Legal claims were settled in cash | $ 3,400 | $ 1,800 | ||||||||||||||||
Interest rate on settlement of legal matter | 5% | |||||||||||||||||
Accrued contingent liabilities | $ 3,400 | $ 1,200 | $ 3,400 | |||||||||||||||
Loss contingency accrual, payments | $ 3,600 | |||||||||||||||||
Additional payment | $ 200 | |||||||||||||||||
Subsequent Event | Palantir | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Estimate of possible loss | $ 41,500 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 20, 2023 | Apr. 21, 2023 USD ($) | Feb. 28, 2023 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 16, 2023 vote $ / shares | Nov. 03, 2022 shares | Dec. 31, 2021 shares | Jul. 21, 2021 vote $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized (in shares) | shares | 1,775,000,000 | 900,000,000 | 825,000,000 | |||||||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Preferred stock, number of votes threshold | vote | 1 | |||||||||||
Amount reclassified for earnout liability | $ (5,014) | |||||||||||
Number of shares reclassified from equity to liability classification (in shares) | shares | 53,820,670 | |||||||||||
Amount reclassified for liability of insufficient authorized shares | $ 3,000 | $ 2,112 | 2,112 | $ 4,000 | ||||||||
Earnout shares liability | 1,400 | 1,400 | ||||||||||
Share-based payment liabilities | 2,700 | $ 2,700 | ||||||||||
Exercise of warrants (in shares) | shares | 60,395,603 | |||||||||||
Proceeds from exercise of warrants | $ 4,074 | $ 0 | ||||||||||
Warrants surrendered (in shares) | shares | 9,266,895 | |||||||||||
Earnout Shares Liability | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Change in fair value measurements | (700) | $ 2,800 | $ 2,100 | |||||||||
Stock-based compensation expense | 0 | |||||||||||
Liability for Insufficient Authorized Shares Related to Stock Options and RSUs | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Change in fair value measurements | 0 | |||||||||||
Stock-based compensation expense | 300 | 4,752 | ||||||||||
Additional Paid-in Capital | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Amount reclassified for earnout liability | $ (5,000) | (5,014) | ||||||||||
Amount reclassified for liability of insufficient authorized shares | $ 2,112 | $ 2,112 | ||||||||||
Earnout Shares Liability | Additional Paid-in Capital | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Amount reclassified for earnout liability | $ (2,100) | $ (2,200) | ||||||||||
Private Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants (in shares) | shares | 594,551 | |||||||||||
Class A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized (in shares) | shares | 1,690,000,000 | 1,690,000,000 | 1,690,000,000 | 815,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Warrants (in shares) | shares | 165,887,359 | 165,887,359 | 476,364,277 | |||||||||
Class A | Earnout Shares Liability | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Reclassification from liability to equity on February 28, 2023 | $ 5,014 | |||||||||||
Class A | Liability for Insufficient Authorized Shares Related to Stock Options and RSUs | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Reclassification from liability to equity on February 28, 2023 | $ 8,979 | |||||||||||
Class A | Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise of warrants (in shares) | shares | 51,128,708 | |||||||||||
Proceeds from exercise of warrants | $ 4,100 | |||||||||||
Class A | Public warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants (in shares) | shares | 23,540,988 | 23,540,988 | 23,540,988 | 22,977,568 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.5 | |||||||||
Term of warrants | 5 years | |||||||||||
Class A | Private Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants (in shares) | shares | 111,131 | 111,131 | 111,131 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.5 | |||||||||
Class A | PSAC Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||
Series A Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Purchase price (in dollars per share) | $ / shares | $ 100 | |||||||||||
Preferred stock, voting rights, number | vote | 60,000,000,000 | |||||||||||
Redemption price (in dollars per share) | $ / shares | $ 100 | |||||||||||
Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized (in shares) | shares | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock | Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stockholder's equity, stock split, conversion ratio | 0.125 | |||||||||||
Common Stock | Minimum | Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stockholder's equity, stock split, conversion ratio | 0.5 | |||||||||||
Common Stock | Maximum | Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stockholder's equity, stock split, conversion ratio | 0.0111111 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jul. 21, 2021 | |
Class of Stock [Line Items] | ||||
Proceeds from exercise of warrants | $ 4,074 | $ 0 | ||
Class A | ||||
Class of Stock [Line Items] | ||||
Warrants (in shares) | 165,887,359 | 476,364,277 | ||
SPA Warrants | Class A | ||||
Class of Stock [Line Items] | ||||
Warrants (in shares) | 112,780,647 | 346,453,115 | ||
Exercise price (in dollars per share) | $ 0.23 | |||
SPA Warrants | Class A | Minimum | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 0.23 | |||
SPA Warrants | Class A | Maximum | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 0.89 | |||
ATW NPA Warrants | Class A | ||||
Class of Stock [Line Items] | ||||
Warrants (in shares) | 76,804,450 | |||
Exercise price (in dollars per share) | $ 0.23 | |||
Proceeds from exercise of warrants | $ 300 | |||
Ares warrants | Class A | ||||
Class of Stock [Line Items] | ||||
Warrants (in shares) | 29,454,593 | 29,454,593 | ||
Exercise price (in dollars per share) | $ 0.23 | $ 0.23 | ||
Public warrants | Class A | ||||
Class of Stock [Line Items] | ||||
Warrants (in shares) | 23,540,988 | 23,540,988 | 22,977,568 | |
Exercise price (in dollars per share) | $ 11.50 | $ 11.5 | ||
Private Warrants | ||||
Class of Stock [Line Items] | ||||
Warrants (in shares) | 594,551 | |||
Private Warrants | Class A | ||||
Class of Stock [Line Items] | ||||
Warrants (in shares) | 111,131 | 111,131 | ||
Exercise price (in dollars per share) | $ 11.50 | $ 11.5 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 16, 2023 shares | Jun. 30, 2023 USD ($) anniversary shares | Jun. 30, 2023 USD ($) anniversary $ / shares shares | Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment awards classified as liabilities, gain (loss) | $ | $ 4,800 | |||
Liability for Insufficient Authorized Shares Related to Stock Options and RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ | $ 300 | $ 4,752 | ||
Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amount available for future issuance (in shares) | 58,654,563 | 58,654,563 | 24,252,537 | |
Granted (in shares) | 3,000,000 | |||
Weighted average grant price (in dollars per share) | $ / shares | $ 1.08 | |||
Total remaining stock-based compensation expense, options | $ | $ 1,200 | $ 1,200 | ||
Stock Incentive Plan | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional shares authorized for issuance (in shares) | 206,785,991 | |||
Stock Incentive Plan | Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period for expense to be recognized (in years) | 2 years 3 months 21 days | |||
Stock Incentive Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Weighted average period for expense to be recognized (in years) | 3 years 6 months 25 days | |||
Granted (in shares) | 6,400,000 | |||
Awards granted (in dollars per share) | $ / shares | $ 0.94 | |||
Total remaining stock-based compensation expense | $ | $ 2,800 | $ 2,800 | ||
Stock Incentive Plan | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Vesting (in percent) | 25% | |||
Vesting, number of anniversaries | anniversary | 4 | 4 | ||
Granted (in shares) | 600,000 | |||
Awards granted (in dollars per share) | $ / shares | $ 1.08 | |||
Stock Incentive Plan | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 2,000,000 | |||
Stock Incentive Plan | Share-based Payment Arrangement, Tranche One | Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 8 years | |||
Stock Incentive Plan | Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 1,000,000 | |||
Stock Incentive Plan | Share-based Payment Arrangement, Tranche Two | Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Vesting (in percent) | 25% | |||
Vesting, number of anniversaries | anniversary | 4 | 4 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 639 | $ 3,127 | $ 9,272 | $ 6,474 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 480 | 3,078 | 6,896 | 4,701 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 50 | 251 | 810 | 625 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 109 | $ (202) | $ 1,566 | $ 1,148 |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially Dilutive Shares Excluded From Computation Of Diluted Net Income/(Loss) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 865,753,807 | 77,935,901 | 865,753,807 | 77,935,901 |
Shares issuable upon exercise of SPA Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 112,780,647 | 9,009,166 | 112,780,647 | 0 |
Shares issuable upon conversion of SPA Notes and settlement of make-whole provisions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 648,065,080 | 0 | 648,065,080 | 9,009,166 |
Other warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 29,454,593 | 4,544,258 | 29,454,593 | 4,544,258 |
Stock-based compensation awards – Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 35,280,854 | 40,730,358 | 35,280,854 | 40,730,358 |
Stock-based compensation awards – RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 16,520,514 | 0 | 16,520,514 | 0 |
Public warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 23,540,988 | 22,977,568 | 23,540,988 | 22,977,568 |
Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (in shares) | 111,131 | 674,551 | 111,131 | 674,551 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |||||||
Aug. 04, 2023 USD ($) $ / shares shares | Jul. 20, 2023 shares | Aug. 16, 2023 USD ($) | Jul. 30, 2023 USD ($) | Jun. 30, 2023 shares | May 08, 2023 | Mar. 23, 2023 USD ($) | Dec. 31, 2022 shares | |
Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants (in shares) | shares | 165,887,359 | 476,364,277 | ||||||
Subsequent Event | Common Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, shares authorized before effect of reverse stock split (in shares) | shares | 12,355,000,000 | |||||||
Stockholder's equity, stock split, conversion ratio | 0.125 | |||||||
Subsequent Event | Common Stock | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Stockholder's equity, stock split, conversion ratio | 0.5 | |||||||
Subsequent Event | Common Stock | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Stockholder's equity, stock split, conversion ratio | 0.0111111 | |||||||
Tranche B Notes | Notes Payable | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate principal | $ 5 | |||||||
Unsecured SPA Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, percentage of issued and outstanding shares | 19.99% | |||||||
Streeterville Capital, LLC | Subsequent Event | Streeterville Warrant | Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants (in shares) | shares | 6,100,840 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.8925 | |||||||
Term of warrants | 7 years | |||||||
Streeterville Capital, LLC | Streeterville SPA | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, percentage of issued and outstanding shares | 19.99% | |||||||
Streeterville Capital, LLC | Streeterville SPA | Notes Payable | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate principal | $ 16.5 | |||||||
Original discount | 1.5 | |||||||
Notes payable principal amounts | $ 0.2 | |||||||
Contractual Interest Rates | 10% | |||||||
Interest rate, interest or settlement paid in shares (in percent) | 15% | |||||||
Debt instrument, prepayment, prior written notice, period | 15 days | |||||||
Streeterville Capital, LLC | Streeterville SPA | Notes Payable | Subsequent Event | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Prepayment premium, percentage of note principal amount | 0% | |||||||
Option to purchase additional shares | $ 7.5 | |||||||
Streeterville Capital, LLC | Streeterville SPA | Notes Payable | Subsequent Event | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Prepayment premium, percentage of note principal amount | 10% | |||||||
Option to purchase additional shares | $ 15 | |||||||
Streeterville Capital, LLC | Streeterville SPA | Notes Payable | Subsequent Event | Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.8925 | |||||||
Amount available for future issuance (in shares) | shares | 25,000,000 | |||||||
Amount available for future issuance, incremental (in shares) | shares | 1,000,000 | |||||||
Common stock, reinvestment period | 90 days | |||||||
Common stock, issuance, threshold percentage | 150% | |||||||
Common stock, conversion notice, period | 45 days | |||||||
Streeterville Capital, LLC | Unsecured SPA Notes | Notes Payable | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of debt | $ 16.5 | |||||||
Proceeds, net of original issuance discount | $ 14.9 | |||||||
ATW Partners LLC | Tranche B Notes | Notes Payable | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Option to purchase additional debt, exercised | $ 10 | |||||||
Option to purchase additional debt | $ 20 | |||||||
ATW Partners LLC | Tranche A Notes | Notes Payable | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of debt | $ 8.5 | |||||||
Proceeds, net of original issuance discount | 7.6 | |||||||
ATW Partners LLC And RAAJJ Trading LLC | Tranche B Notes | Notes Payable | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance of debt | 10 | |||||||
Proceeds, net of original issuance discount | $ 9 |