Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39881 | |
Entity Registrant Name | EMBARK TECHNOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3343695 | |
Entity Address, Address Line One | 424 Townsend Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94107 | |
City Area Code | 415 | |
Local Phone Number | 671-9628 | |
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 | 0001827980 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | EMBK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 373,586,994 | |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | EMBKW | |
Security Exchange Name | NASDAQ | |
Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 87,078,981 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 220,403 | $ 264,615 |
Restricted cash, short-term | 65 | 130 |
Prepaid expenses and other current assets | 6,424 | 12,746 |
Total current assets | 226,892 | 277,491 |
Restricted cash, long-term | 812 | 275 |
Property, equipment and software, net | 14,970 | 9,637 |
Operating lease right-of-use assets | 6,073 | 0 |
Other assets | 7,218 | 3,596 |
Total assets | 255,965 | 290,999 |
Current liabilities: | ||
Accounts payable | 4,440 | 2,497 |
Accrued expenses and other current liabilities | 6,634 | 3,142 |
Current portion of operating lease liabilities | 2,040 | 0 |
Short-term notes payable | 527 | 358 |
Total current liabilities | 13,641 | 5,997 |
Long-term notes payable | 1,321 | 722 |
Warrant liability | 3,010 | 49,419 |
Non-current portion of operating lease liabilities | 4,358 | 0 |
Other long-term liability | 110 | 50 |
Long-term deferred rent | 0 | 177 |
Total liabilities | 22,440 | 56,365 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and none outstanding as of June 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 449,153 | 417,492 |
Accumulated deficit | (215,674) | (182,903) |
Total stockholders’ equity | 233,525 | 234,634 |
Total liabilities and stockholders’ equity | 255,965 | 290,999 |
Class A | ||
Stockholders’ equity: | ||
Common stock, value | 37 | 36 |
Class B | ||
Stockholders’ equity: | ||
Common stock, value | $ 9 | $ 9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued (in shares) | 373,089,177 | 362,832,986 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 87,078,781 | 87,078,781 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 19,041 | $ 9,111 | $ 37,736 | $ 15,342 |
General and administrative | 18,765 | 4,702 | 40,691 | 6,992 |
Total operating expenses | 37,806 | 13,813 | 78,427 | 22,334 |
Loss from operations | (37,806) | (13,813) | (78,427) | (22,334) |
Other income (expense): | ||||
Change in the fair value of derivative liability | 0 | (4,773) | 0 | (4,773) |
Change in fair value of warrant liability | 24,253 | 0 | 46,409 | 0 |
Other income (expense) | (620) | (3) | (594) | 6 |
Interest income | 160 | 40 | 173 | 70 |
Interest expense | (311) | (1,677) | (332) | (1,677) |
Loss before provision for income taxes | (14,324) | (20,226) | (32,771) | (28,708) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (14,324) | (20,226) | (32,771) | (28,708) |
Net loss attributable to common stockholders, basic | (14,324) | (20,226) | (32,771) | (28,708) |
Net loss attributable to common stockholders, diluted | $ (14,324) | $ (20,226) | $ (32,771) | $ (28,708) |
Net loss per share attributable to common stockholders: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) |
Weighted-average shares used in computing net loss per share attributable to common stockholders: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 457,195,552 | 141,997,299 | 454,963,170 | 141,997,299 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 457,195,552 | 141,997,299 | 454,963,170 | 141,997,299 |
Class A | ||||
Net loss per share attributable to common stockholders: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.03) | (0.14) | (0.20) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 370,116,771 | 367,884,389 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 370,116,771 | 367,884,389 | ||
Class B | ||||
Net loss per share attributable to common stockholders: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.03) | (0.14) | $ (0.07) | (0.20) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) |
Weighted-average shares used in computing net loss per share attributable to common stockholders: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 87,078,781 | 87,078,781 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 87,078,781 | 87,078,781 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (14,324) | $ (20,226) | $ (32,771) | $ (28,708) |
Other comprehensive loss (net of tax): | ||||
Unrealized losses on available-for-sale securities, net | 0 | (23) | 0 | (42) |
Comprehensive loss | $ (14,324) | $ (20,249) | $ (32,771) | $ (28,750) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Preferred Stock and Stockholder’s Equity - USD ($) $ in Thousands | Total | Preferred Stock Non-Founders Preferred Stock | Preferred Stock Founders Preferred Stock | Common Stock | Common Stock Class A | Common Stock Class B | Warrants | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 260,582,311 | 484,912 | 141,216,455 | 0 | 0 | 0 | ||||
Beginning balance at Dec. 31, 2020 | $ 70,805 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | $ 129,449 | $ (58,690) | $ 45 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares issued upon exercise of stock options (in shares) | 1,290,399 | |||||||||
Shares issued upon exercise of stock options | 98 | 98 | ||||||||
Vesting of early exercised options | 11 | 11 | ||||||||
Stock-based compensation | 1,191 | 1,191 | ||||||||
Issuance of common stock warrants | 1,433 | 1,433 | ||||||||
Other comprehensive loss | (42) | (42) | ||||||||
Net loss | (28,708) | (28,708) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 260,582,311 | 484,912 | 142,506,854 | 0 | 0 | 0 | ||||
Ending balance at Jun. 30, 2021 | 44,788 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | 132,182 | (87,398) | 3 | |
Beginning balance (in shares) at Mar. 31, 2021 | 260,582,311 | 484,912 | 142,460,804 | 0 | 0 | 0 | ||||
Beginning balance at Mar. 31, 2021 | 63,084 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | 130,229 | (67,172) | 26 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares issued upon exercise of stock options (in shares) | 46,050 | |||||||||
Shares issued upon exercise of stock options | 4 | 4 | ||||||||
Vesting of early exercised options | 6 | 6 | ||||||||
Stock-based compensation | 593 | 593 | ||||||||
Issuance of common stock warrants | 1,350 | 1,350 | ||||||||
Other comprehensive loss | (23) | (23) | ||||||||
Net loss | (20,226) | (20,226) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 260,582,311 | 484,912 | 142,506,854 | 0 | 0 | 0 | ||||
Ending balance at Jun. 30, 2021 | 44,788 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | 132,182 | (87,398) | 3 | |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 362,832,986 | 87,078,781 | 23,153,266 | ||||
Beginning balance at Dec. 31, 2021 | $ 234,634 | $ 0 | $ 0 | $ 0 | $ 36 | $ 9 | 417,492 | (182,903) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares issued upon exercise of stock options (in shares) | 7,667,637 | 7,528,517 | ||||||||
Shares issued upon exercise of stock options | $ 1,143 | $ 1 | 1,142 | |||||||
Shares issued upon vesting of common stock units (in shares) | 266,432 | |||||||||
Shares issued upon vesting of restricted stock units (in shares) | 2,011,242 | |||||||||
Vesting of early exercised options | 20 | 20 | ||||||||
Stock-based compensation | 29,833 | 29,833 | ||||||||
Issuance of common stock for services (in shares) | 450,000 | |||||||||
Issuance of common stock for services | 666 | 666 | ||||||||
Net loss | (32,771) | (32,771) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 373,089,177 | 87,078,781 | 23,153,266 | ||||
Ending balance at Jun. 30, 2022 | 233,525 | $ 0 | $ 0 | $ 0 | $ 37 | $ 9 | 449,153 | (215,674) | 0 | |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 0 | 0 | 362,832,986 | 87,078,781 | 23,153,266 | ||||
Beginning balance at Mar. 31, 2022 | 233,268 | $ 0 | $ 0 | $ 0 | $ 36 | $ 9 | 434,573 | (201,350) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares issued upon exercise of stock options (in shares) | 7,528,517 | |||||||||
Shares issued upon exercise of stock options | 771 | $ 1 | 770 | |||||||
Shares issued upon vesting of common stock units (in shares) | 266,432 | |||||||||
Shares issued upon vesting of restricted stock units (in shares) | 2,011,242 | |||||||||
Vesting of early exercised options | 9 | 9 | ||||||||
Stock-based compensation | 13,135 | 13,135 | ||||||||
Issuance of common stock for services (in shares) | 450,000 | |||||||||
Issuance of common stock for services | 666 | 666 | ||||||||
Net loss | (14,324) | (14,324) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 373,089,177 | 87,078,781 | 23,153,266 | ||||
Ending balance at Jun. 30, 2022 | $ 233,525 | $ 0 | $ 0 | $ 0 | $ 37 | $ 9 | $ 449,153 | $ (215,674) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (32,771) | $ (28,708) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 834 | 474 |
Amortization expense - right-of-use assets - operating leases | 1,004 | 0 |
Stock-based compensation, net of amounts capitalized | 29,023 | 1,099 |
Issuance of warrants for services | 0 | 1,433 |
Change in fair value of warrants | (46,409) | 0 |
Net amortization of premiums and accretion of discounts on investments | 0 | 229 |
Amortization of debt discount | 0 | 1,677 |
Change in the fair value of derivative liability | 0 | 4,773 |
Issuance of common stock for services | 666 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 6,200 | (2,439) |
Other assets | (3,622) | (3,135) |
Accounts payable | 2,086 | 1,650 |
Other long-term liabilities | 60 | 0 |
Accrued expenses and other current liabilities | 2,663 | 2,863 |
Net cash used in operating activities | (40,266) | (20,084) |
Cash flows from investing activities | ||
Maturities of investments | 0 | 35,239 |
Purchase of property, equipment and software | (4,403) | (1,547) |
Deposit for purchase of trucks | 0 | (400) |
Refund of deposit for trucks | 0 | 47 |
Net cash provided by (used in) investing activities | (4,403) | 33,339 |
Cash flows from financing activities | ||
Cash proceeds received from convertible note payable | 0 | 25,000 |
Payment towards notes payable | (209) | (135) |
Proceeds from exercise of stock options | 1,142 | 98 |
Repurchase of early exercised stock options | (4) | 0 |
Net cash provided by (used in) financing activities | 929 | 24,963 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (43,740) | 38,218 |
Cash, cash equivalents and restricted cash at beginning of period | 265,020 | 11,460 |
Cash, cash equivalents and restricted cash at end of period | 221,280 | 49,678 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 18 | 34 |
Supplemental schedule of noncash investing and financing activities | ||
Acquisition of property, equipment and software in accounts payable | 387 | 71 |
Acquisition of trucks by assuming notes payable | 976 | 278 |
Right-of-use assets obtained in exchange for lease obligations | 7,077 | 0 |
Deferred offering costs in accrued liability | 0 | 2,176 |
Stock-based compensation capitalized into internally developed software | 932 | 92 |
Vesting of early exercised stock options | 20 | 11 |
Issuance of common stock for services | $ 666 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Embark Technology, Inc. (“Embark” or the “Company”) was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 10, 2021 (the “Closing Date”), the Company (at such time named Northern Genesis Acquisition Corp. II) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated June 22, 2021 with the pre-Business Combination company, Embark Trucks, Inc. (“Embark Trucks”). In connection with the consummation of the Business Combination, the Company changed its name from Northern Genesis Acquisition Corp. II to Embark Technology, Inc. and became the parent entity of Embark Trucks. The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the condensed consolidated financial statements represent the accounts of Embark as if Embark is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (approximately 2.98 shares of Company Class A common stock for 1 share of Embark Class A common stock). The principal activities of Embark Technology, Inc. include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. Other than Embark Trucks, the Company has no other subsidiaries as of June 30, 2022. The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models - transfer point and direct-to-customer, to expand its partnerships with shippers and carriers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations from inception through June 30, 2022. Prior to the Merger, NGA ordinary shares and warrants were traded on the New York Stock Exchange (“NYSE”) under the ticker symbols “NGAB” and “NGAB.WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NASDAQ under the ticker symbols “EMBK” and “EMBKW”, respectively. One of the primary purposes of the Merger was to provide a platform for Embark Trucks to gain access to the U.S. capital markets. Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary. All intercompany transactions and balances have been eliminated upon consolidation. Unaudited Interim Financial Information These interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto contained in Embark’s Annual Report. The condensed consolidated balance sheet at December 31, 2021, has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2022 and the Company’s results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Business Combination The Company entered into the Merger Agreement with NGA, a special purpose acquisition company, on June 22, 2021. On November 10, 2021, as part of the Business Combination, NGAB Merger Sub Inc., a newly formed subsidiary of NGA (“Merger Sub”), merged with and into Embark Trucks. In connection with the consummation of the Business Combination, the separate corporate existence of Merger Sub ceased; Embark Trucks survived and became a wholly owned subsidiary of NGA, which was renamed Embark Technology, Inc. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under the guidance in ASC 805, Embark was treated as the “acquirer” company for the accounting purposes. Embark Trucks was deemed the accounting predecessor of the combined business, and Embark Technology, Inc., as the parent company of the combined business, was the successor SEC registrant, meaning that Embark’s financial statements for previous periods will be disclosed in the registrant’s periodic reports filed with the SEC. The Business Combination had a significant impact on Embark’s reported financial position and results as a consequence of the reverse recapitalization. The most significant change in Embark’s reported financial position and results was a net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2 million. Liquidity and Capital Resources The Company has incurred losses from operations since inception. The Company incurred net losses of $32.8 million and $28.7 million for the six months ended June 30, 2022 and 2021, respectively, and accumulated deficit amounts to $215.7 million and $182.9 million as of June 30, 2022 and December 31, 2021, respectively. Net cash used in operating activities was $40.3 million and $20.1 million for the six months ended June 30, 2022 and 2021, respectively. The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. As of June 30, 2022 and December 31, 2021, the Company’s balance of cash and cash equivalents was $220.4 million and $264.6 million, respectively. Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents and investments, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company’s ability to continue as a going concern is dependent on management’s ability to control operating costs and demonstrate progress against its technical roadmap. This involves developing new capabilities for the Embark Driver software and improving the reliability and performance of the software on public roads. The Company believes demonstrating ongoing technical progress will enable the Company to obtain funds from outside sources of financing, including financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is either a) not an emerging growth company or b) an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segment Information Under Accounting Standards Codification (“ASC 280”), Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America. Concentration of Risks Embark’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. Embark maintains its cash and cash equivalents and restricted cash with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. Impact of COVID-19 The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of, partners, suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2021. The impacts from stay-at-home orders and other updated local government indoor operation measures associated with COVID-19 and its variants are not currently impacting the Company’s operations, however, there remains continuing uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with the guidelines imposed by the applicable public health authorities from time to time. At current, these changes have not impacted the Company’s operations. In response to recent variants, local governments have updated and may continue to update their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the incremental borrowing rate (“IBR”) applied in lease accounting, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the valuation of warrants to purchase the Company’s stock and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2022 and December 31, 2021, the Company had $220.4 million and $264.6 million of cash and cash equivalents, respectively. The Company maintains letters of credit to secure leases of the Company’s offices and facilities. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the Company had $0.9 million and $0.4 million in restricted cash, respectively. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s condensed consolidated balance sheets. The Company determines short-term or long-term classification based on the expected duration of the restriction. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of June 30, As of December 31, 2022 2021 2021 Cash and cash equivalents $ 220,403 $ 49,273 $ 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash $ 221,280 $ 49,678 $ 265,020 Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments . ASC 820 provides a framework for measuring fair value under GAAP that expands disclosures about fair value measurements, establishes a fair value hierarchy, and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 — Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable. Level 3 — Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique. Public and Private Warrants As part of NGA’s initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share of Class A common stock of NGA and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the "Public Warrants"). Further, NGA completed the private sale of 6.7 million warrants to NGA's sponsor at a purchase price of $1.50 per warrant (the "Private Warrants"). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 million Private Warrants remained outstanding as of June 30, 2022. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity's Own Equity , and concluded that they do not meet the criteria to be classified in stockholders' equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive income (loss) at each reporting date. Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s condensed consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. The Company elected the practical expedient not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition practical expedient for all leases that qualify. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of June 30, 2022 and December 31, 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees are accounted for based on estimated grant-date fair values. For stock option awards and RSUs with service conditions, the Company uses the straight-line method to recognize compensation expense over the requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the stock price of the underlying common shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. Stock-based compensation for RSUs granted with a performance condition is recognized on a graded vesting basis. Stock-based compensation tor PSUs, is recognized on a graded vesting basis, as the PSUs are associated with market conditions over the holder’s derived service period. The fair value of the PSUs are estimated using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software for the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the condensed consolidated statements of operations. Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using the straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with the Company’s long- lived assets impairment policy. Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. Change in fair value of warrant liability Change in fair value of warrant liability represents the change in fair value of Public, Private, Working Capital and Forward Purchase Agreement (“FPA”) Warrants. For each reporting period, Embark will determine the fair value of the warrant liability, and record a corresponding non-cash benefit or non-cash charge, due to a decrease or increase in fair value, respectively, of the calculated warrant liability. Other Income As part of the Company’s research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s anticipated ordinary revenue-generating activities. Consideration received from such arrangements is presented as other income in the Company’s condensed consolidated statement of operations. Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and the Company’s cash and cash equivalents. Interest Expense Interest expense consisted primarily of interest on the Company’s various truck financing arrangements. Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses. No dividends were declared or paid for the three or six months ended June 30, 2022. No preferred stock was outstanding as of June 30, 2022 Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Comprehensive Loss Comprehensive loss is defined as the total change in stockholders’ equity during the period other than from transactions with stockholders. Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss is comprised of unrealized losses on investments classified as available-for-sale and losses on foreign currency revaluations. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The Company adopted “ASC 842” on January 1, 2022, using the modified retrospective transition method, specifically the "Comparatives under ASC 840 approach", and used the effective date as the date of initial application. The Company elected the “package of practical expedients,” which permits Embark not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized right-of-use assets of $4.4 million and lease liabilities of $4.5 million, respectively, which are related to its various operating leases. The difference between the right-of-use assets and lease liabilities is primarily attributed to the elimination of deferred rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption of ASC 842. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The adoption of ASU 2019-12 is effective for the Company beginning January 1, 2022. The adoption of this standard did not have a material impact to its financial statements. In May 2021, the FASB issued ASU 2021-04, Modification of equity-classified written call options . ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. The adoption of ASU 2021-04 was effective for the Company beginning January 1, 2022. The adoption of this standard did not have a material impact to its financial statements. Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments , which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing certain separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. The amendments are effective for the Company beginning January 1, 2024, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of this standard on its consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements , which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. For the Company, the ASU No. 2020-10 will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard on its consolidated financial statements. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Prepaid insurance $ 2,839 $ 7,459 Prepaid software 1,335 2,564 Income tax receivable 493 494 Short-term deposits 475 448 Prepaid salary 532 279 Other prepaid expenses 252 936 Other current assets 498 566 Total prepaid expenses and other current assets $ 6,424 $ 12,746 Property, Equipment and Software Property, equipment and software consist of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Machinery and equipment $ 418 $ 344 Electronic equipment $ 1,018 $ 413 Vehicles and vehicle hardware $ 8,053 $ 6,268 Leasehold improvements $ 553 $ 258 Developed software $ 8,592 $ 5,184 Other $ 27 $ 26 Property, equipment and software, gross $ 18,661 $ 12,493 Less: accumulated depreciation and amortization $ (3,691) $ (2,856) Total property, equipment and software, net $ 14,970 $ 9,637 Depreciation and amortization expense for the three months ended June 30, 2022 and 2021 was $0.5 million and $0.3 million, respectively. Depreciation and amortization expense for the six months ended June 30, 2022 and 2021 was $0.8 million and $0.5 million, respectively. Other Assets Other assets consist of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Intangible assets $ — $ 4 Long-term prepaid insurance and deposits 7,218 3,592 Total Other Assets $ 7,218 $ 3,596 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Accrued payroll expenses $ 3,758 $ 823 Accrued legal expenses 482 124 Accrued consulting expenses 929 — Accrued transaction costs — 1,092 Accrued software 580 — Other 885 1,103 Total accrued expenses and other current liabilities $ 6,634 $ 3,142 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The carrying value and fair value of the Company’s financial instruments as of June 30, 2022 and December 31, 2021, respectively, are as follows (in thousands): As of June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total (unaudited) Assets Cash equivalents: United States money market funds $ 4,357 $ — $ — $ 4,357 Liabilities Warrant liabilities - FPA warrants $ 87 $ — $ — $ 87 Warrant liabilities - public warrants $ 1,793 $ — $ — $ 1,793 Warrant liabilities - working capital warrants $ — $ — $ 260 $ 260 Warrant liabilities - private warrants $ — $ — $ 870 $ 870 Cantor put option derivative $ — $ — $ — $ — As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 $ — $ — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 $ — $ — $ 1,337 Warrant liabilities - public warrants $ 27,669 $ — $ — $ 27,669 Warrant liabilities - working capital warrants $ — $ — $ 4,700 $ 4,700 Warrant liabilities - private warrants $ — $ — $ 15,714 $ 15,714 As of June 30, 2022, there was no transfer from Level 2 to Level 3. As of December 31, 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Public Warrants. The fair value of the above liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on November 10, 2021. The FPA warrants and public warrants were valued using the public price as of June 30, 2022 and December 31, 2021 . The Private and Working Capital warrants were fair valued using the Black Scholes Option Pricing Model as of June 30, 2022 and December 31, 2021. For the three and six months ended June 30, 2022, the Company recognized income in the condensed consolidated statement of operations resulting from a change in the fair value of warrants of approximately $24.3 million and $46.4 million, respectively, presented as other income (expense) on the accompanying condensed consolidated statement of operations. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Share s Authorized and Issued As of June 30, 2022, the Company had authorized a total of 4,110,000,000 shares for issuance with 4,000,000,000 shares designated as Class A common stock, 100,000,000 shares designated as Class B common stock and 10,000,000 shares designated as preferred stock. As of June 30, 2022, the Company had 373,089,177 issued as Class A common stock and 87,078,781 issued as Class B common stock. Preferred Stock As of June 30, 2022, there were 10,000,000 shares of preferred stock authorized and no shares of preferred and founders preferred stock was issued or outstanding. The Company’s preferred stock, as of June 30, 2022, does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. Class A and Class B Common Stock The Company’s Board of Directors has authorized two class of common stock, Class A and Class B. Holders of Class A and Class B common stock are not entitled to preemptive or other similar subscription rights to purchase any of Embark’s securities. Class A common stock is neither convertible nor redeemable. Class B common stock is convertible into Class A common stock. Unless Embark’s board of directors determines otherwise, Embark will issue all of its capital stock in certificated form. The Embark Founders held, and continue to hold, all outstanding shares of Class B common stock upon consummation of the Business Combination. In connection with the merger with NGA on November 10, 2021, the Embark Founders exchanged 87,078,781 shares of Founder’s common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten votes per share. The Company recorded the incremental value of $13.6 million associated with this transaction as stock-based compensation in general and administrative expenses. The significant rights, privileges and preferences of common stock as of June 30, 2022 are as follows: Liquidation Preference If Embark is involved in voluntary or involuntary liquidation, dissolution or winding up of Embark’s affairs, or a similar event, each holder of Embark Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Embark preferred stock, if any, then outstanding. Dividends Each holder of shares of Embark Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of Embark’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Embark’s Preferred Stock, if any, and any contractual limitations on Embark’s ability to declare and pay dividends. Voting Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided by the Second Amended and Restated Certificate of Incorporation of Northern Genesis Acquisition Corp. II (the “Charter”). Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders, as provided by the Embark Charter. Following the Business Combination, holders of Class B Common Stock have the ability to control the business affairs of Embark. Embark’s Amended and Restated Bylaws (the “Bylaws”) provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Bylaws or the Charter, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights. Stock purchase agreement On May 31, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”), each with CF Principal Investments LLC (“Cantor”). Pursuant to the Purchase Agreement, the Company has the right to sell to Cantor up to the lesser of (i) 30,000,000 of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share, and (ii) the Exchange Cap (as defined in the Purchase Agreement), from time to time during the 36-month term of the Purchase Agreement. Sales of Class A common stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Cantor under the Purchase Agreement. The total number of shares to be sold to Cantor is limited to the extent that shares sold to Cantor would not result in Cantor and its affiliates having shares in excess of the Beneficial Ownership Limitation. The purchase price of shares sold to Cantor will be equal to 97% of the volume weighted average price on the trading day the shares are put to Cantor. The Company determined that the right to sell shares of the Company’s Class A common stock to Cantor pursuant to the Purchase Agreement represents a freestanding put option under ASC 815, Derivatives and Hedging. The fair value of the put option was determined to be zero as the shares to be issued and the purchase price is settled within one business day. During the three months ended June 30, 2022, the Company did not sell shares of Class A common stock to Cantor pursuant to the Purchase Agreement. As consideration for Cantor’s commitment to purchase shares of Class A common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to issue 450,000 shares of Class A common stock (the “Commitment Shares”) to Cantor at the time of execution of the Purchase Agreement. On May 31, 2022, the Company issued the Commitment Shares to Cantor with a fair value of $0.7 million. The fair value associated with the commitment shares was recorded as a component of other expense in the Company’s condensed consolidated statement of operations and a component of common stock and additional paid-in capital in the company’s condensed consolidated balance sheet. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS As of June 30, 2022, the following warrants were issued and outstanding: Description Classification Issue Date Warrants Outstanding Fair Value Price Per Share Exercise Price per Share Expiration FPA warrants (1) Liability November 10, 2021 666,663 $ 0.13 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 0.13 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 0.13 $ 11.50 November 10, 2026 Working capital warrants Liability November 10, 2021 2,000,000 $ 0.13 $ 11.50 November 10, 2026 __________________ (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 The Company determined the FPA, Public, Private and Working Capital warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants, of $41.2 million. The fair value of the FPA and Public warrants were remeasured as of the reporting date with the change in value reflected as part of Other Expense. The fair value of $3.0 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of June 30, 2022: Risk – free interest rate 3.00% Expected term (in years) 4.36 Expected dividend yield 0% Expected volatility 115.0% The Company estimates the volatility of its warrants based on a combination of volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. |
STOCK-BASED COMPENSATION EXPENS
STOCK-BASED COMPENSATION EXPENSE | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION EXPENSE | STOCK-BASED COMPENSATION EXPENSE Stock Option Plan In connection with the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), under which the Company grants cash and equity incentive awards to directors, employees (including named executive officers) and consultants in order to attract, motivate and retain the talent for which the Company competes. The Company terminated the 2016 Stock Plan, provided that the outstanding awards previously granted under the 2016 Plan continue to remain outstanding under the 2016 Plan. Under the 2021 Plan, as of June 30, 2022, the Company has authorized to issue a maximum number of 58,713,535 shares of Class A common stock, with annual increases beginning January 1, 2022 and ending on and including January 1, 2031 of 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the preceding calendar year. As of June 30, 2022, the Company issued 18,128,682 shares of restricted stock units under the 2021 Plan. Embark Trucks adopted the 2016 Stock Plan in October 2016 (the “2016 Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock (8,941,878 shares post-split in June 2018) for issuance and designated forfeited option sha res to be returned to the option reserve. Options may be early exercised and are exercisable for a term of 10 years from the date of grant. As of June 30, 2022, the Company had registered 79,742,504 shares to be reserved for option grants, RSUs and PSUs previously issued under the 2016 Plan. The Company will not issue additional awards under the 2016 Plan. Stock Option Valuation The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term — The Company uses the simplified method when calculating expected term due to insufficient historical exercise data. Expected Volatility — As the Company’s shares are not actively traded, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. Expected Dividend Yield — The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future. Risk-Free Interest Rate — The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Risk-free interest rate n/a 0.55 - 1.10% n/a 0.55 – 1.10% Expected term (in years) n/a 5.47 - 6.07 n/a 5.47 – 6.07 Expected dividend yield n/a —% n/a —% Expected volatility n/a 36.88 - 51.52% n/a 36.88 – 51.52% The Company did not grant any stock options for the three and six months ended June 30, 2022. Option Activity Changes in stock options are as follows: Number of Outstanding Options Weighted Average Exercise Price Per Share Weighted Aggregate Intrinsic (in thousands) Outstanding at December 31, 2021 25,358,455 $ 0.20 6.9 $ 215,093 Exercised (7,667,637) 0.12 Cancelled (545,274) $ 0.44 Outstanding at June 30, 2022 17,145,544 0.23 6.6 $ 5,666 Vested and exercisable as of June 30, 2022 12,034,871 $ 0.14 5.9 $ 4,751 The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock price and the exercise price of the stock options. The company did not grant any stock options for the six months ended June 30, 2022. The weighted average grant date fair value per share for the stock option grants during the six months ended June 30, 2021 was $1.88. As of June 30, 2022, the total unrecognized compensation related to unvested stock option awards granted was $5.02 million, which the Company expects to recognize over a weighted-average period of approximately 2.2 years. Restricted Stock Units Prior to the Business Combination, Embark Trucks also granted employees RSUs which are subject to performance and service-based vesting conditions. As the Company went public upon the completion of the Business Combination in November 2021, the performance condition had been met. The RSUs generally vest over either a four year period with 25% of the awarded vesting after the first-year anniversary and one-thirty sixth of the remainder of the award vesting monthly thereafter or over a four year period with a 40/30/20/10 monthly schedule. Vesting is contingent upon such employee’s continued service on such vesting date. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. The Company may grant RSUs with different vesting terms from time to time. For the three and six months ended June 30, 2022, the Company granted 18,128,682 shares of RSUs under the 2021 Equity Plan. The weighted average grant date fair value per share for the stock option grants during the three and six months ended June 30, 2022 was $1.23. As of June 30, 2022, there was $50.5 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 3.2 years. A summary of the Company’s RSU activities and related information is as follows: Number of Shares Weighted Average Grant date Fair Value Per Share Balance as of December 31, 2021 9,616,774 $ 8.44 Granted 18,128,682 1.23 Forfeited (753,282) 5.91 Vested (3,081,610) 6.70 Balance as of June 30, 2022 23,910,564 $ 3.27 Performance Stock Units During 2021, Embark Trucks granted PSUs to its employees. The PSUs are subject to certain market and performance-based conditions which require the Company to become a registered public company and meet market conditions that are based on the Company achieving six different valuation tranches as derived from the achievement of escalating share price thresholds of $20.00, $35.00, $50.00, $65.00, $80.00 and $100.00 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance condition has been achieved or is considered probably of being achieved, the related stock-based compensation is recognized based on a graded attribution method. As of June 30, 2022, there was $78.3 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 7.6 years. The Company’s PSUs activity for the six months ended June 30, was as follows: Number of Shares Weighted Average Grant date Fair Value Per Share Balance as of December 31, 2021 44,715,756 $1.97 Granted — — Forfeited — — Vested — — Balance as of June 30, 2022 44,715,756 $1.97 Common Stock Units The Company is obligated to issue shares of Class A common stock upon the vesting of certain restricted stock awards that resulted from Embark Trucks warrants that were issued prior to the Business Combination. Pursuant to the terms of these warrant awards, the restricted stock awards were issued for services at the time of consummation of the Business Combination, and are subject to service vesting terms, with the shares being subject to cancellation. The pre-Business Combination warrants were exercised in their entirety on a cashless basis, with the unvested shares being excluded from the stockholders’ equity and becoming subject to the service vesting condition going forward. Early exercises are reclassified to additional paid-in capital as the Company’s cancellation right lapses. The number of unvested shares of Class A common stock were 1,214,630 as of June 30, 2022. As of June 30, 2022, there was $3.4 million unrecognized stock-based compensation expense related to outstanding Common Stock Units (“CSUs”) granted to non-employees, with a weighted-average remaining vesting period of 2.0 years. The Company's CSUs activity for the six months ended June 30, was as follows: Number of Shares Weighted Average Grant date Fair Value Per Share Balance as of December 31, 2021 1,481,065 $ 2.48 Granted — $ — Forfeited — $ — Vested (266,435) $ 2.48 Balance as of June 30, 2022 1,214,630 Overview The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 3,955 $ 340 $ 8,059 $ 651 General, and administrative 8,466 197 20,964 448 Total stock-based compensation expense $ 12,421 $ 537 $ 29,023 $ 1,099 Total stock-based compensation that was capitalized into internally developed software asset was $0.8 million and $0.1 million during the three months ended June 30, 2022 and 2021, respectively. Total stock-based compensation that was capitalized into internally developed software asset was $0.9 million and $0.1 million during the six months ended June 30, 2022 and 2021, respectively. The following table presents the impact of stock-based compensation expense by award type for the three and six months ended June 30, 2022 and 2021 respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, Award Type 2022 2021 2022 2021 Options $ 540 $ 592 $ 1,267 $ 1,191 RSUs 9,527 — 22,466 — PSUs 2,630 — 5,231 — CSUs 499 — 990 — Total stock-based compensation expense $ 13,196 $ 592 $ 29,954 $ 1,191 SBC capitalized into internally developed software (775) (55) (931) (92) Total stock-based compensation expense, net $ 12,421 $ 537 $ 29,023 $ 1,099 |
RETIREMENT SAVINGS PLAN
RETIREMENT SAVINGS PLAN | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
RETIREMENT SAVINGS PLAN | RETIREMENT SAVINGS PLANThe Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre-tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match as of June 30, 2022. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Since inception, the Company has entered into multiple financing agreements to finance the purchase of trucks that the Company utilizes for research and development purposes, (collectively, the “Notes Payable”). The Notes Payable comprise multiple loans between $0.1 million and $0.5 million that accrue interest at rates between 6.01% and 13.47% per annum, with terms ranging between 36 months and 72 months. The Company makes equal monthly installment payments over the terms of the Notes Payable, which are allocated between interest and the principal balances. Notes payable as of June 30, 2022 and December 31, 2021 are $1.8 million and $1.1 million, respectively. The following table presents future payments of principal as of June 30, 2022 (in thousands): Years Ended December 31, Amounts 2022 (remaining six months) $ 270 2023 505 2024 372 2025 313 2026 and thereafter 388 Total future payments $ 1,848 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain. On April 1, 2022, Tyler Hardy filed a putative securities class action lawsuit against Embark and certain of our executive officers and the former executive officers of Northern Genesis Acquisition Corp., captioned Hardy v. Embark Technology, Inc., et al., Case No. 3:22-cv-02090-JSC, in the United States District Court for the Northern District of California, purportedly on behalf of a class consisting of those who purchased or otherwise acquired Embark common stock between January 12, 2021 and January 5, 2022. The complaint alleges that defendants made false and/or misleading statements in violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Plaintiff Hardy does not quantify any damages in the complaint, but in addition to attorneys’ fees and costs, seeks to recover damages on behalf of himself and other persons who purchased or otherwise acquired Embark stock during the putative class period at allegedly inflated prices and purportedly suffered financial harm as a result. On July 7, 2022, the Court appointed Tyler Hardy as lead plaintiff in the case, and his counsel at Pomerantz LLP as lead counsel. On July 15, 2022, the Court entered the parties’ stipulation whereby Plaintiff Hardy will file a consolidated amended complaint by August 25, 2022, to which defendants’ response will be due by October 24, 2022. Embark disputes the allegations in the above-reference matter, intends to defend the matter vigorously, and believes that the claims are without merit. Legal and regulatory proceedings, including the above-reference matter, may be based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, it is not possible to determine the probability of loss or estimate damages for the above-referenced matter, and therefore, Embark has not established reserves for this proceeding. If Embark determines that a loss is both probable and reasonably estimable, Embark will record a liability, and, if the liability is material, will disclose the amount of the liability reserved. Given that such proceedings are subject to uncertainty, there can be no assurance that legal proceedings individually or in the aggregate will not have a material adverse effect on our business, results of operations, financial condition or cash flows. Operating leases The Company’s leases primarily include corporate offices. The lease term of operating leases vary from less than a year to seven years. The Company has leases that include one or more options to extend the lease term to a total term of ten years as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. The components of lease expense were as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Lease cost Operating lease cost $ 609 1,209 Short-term lease cost (1) 102 204 Total lease cost $ 711 1,413 ___________________ (1) The Company elected to account for short-term leases in accordance with ASC 842. ASC 842 defines a short-term lease as a lease whose lease term, at commencement, is 12 months or less and that does not include a purchase option whose exercise is reasonable certain. The Company will recognize the lease payments in profit or loss on a straight-line basis over the lease term. Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2022 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 1,048 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities $ 7,077 Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): June 30, Assets Operating lease right-of-use assets $ 6,073 Liabilities Operating lease liability, current $ 2,040 Operating lease liability, non-current $ 4,358 Total operating lease liability $ 6,398 June 30, Weighted Average Lease Term (in years) Operating Leases 3.30 Weighted Average Discount Rate Operating Leases 5.77 % Total future minimum lease payments over the term of the lease as of June 30, 2022, are as follows (in thousands): Years Ended December 31, Operating leases 2022 (remaining six months) $ 1,237 2023 2,222 2024 2,090 2025 662 2026 677 2027 and thereafter 170 Total undiscounted lease payments $ 7,058 Less: imputed interest (660) Total lease liabilities $ 6,398 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (14,324) $ (20,226) $ (32,771) $ (28,708) Net loss attributable to common stockholders $ (14,324) $ (20,226) $ (32,771) $ (28,708) Denominator: Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (1) $ (0.03) $ (0.14) $ (0.07) $ (0.20) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (1) 457,195,552 141,997,299 454,963,170 141,997,299 Class A 370,116,771 n/a* 367,884,389 n/a* Class B 87,078,781 n/a* 87,078,781 n/a* ___________________ * Prior to the Merger and prior to effecting the recapitalization in 2021, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. (1) During the three months ended June 30, 2022, the Company identified an error related to the weighted-average shares and net loss per share amounts for the three months ended March 31, 2021. The weighted-average shares and net loss per share did not reflect the retrospective effect of the exchange ratio established in the Merger (approximately 2.98 shares of Company A common stock for 1 share of Embark Class A common stock). The weighted-average shares and net loss per share as of March 31, 2021 are 141,807,168 and $(0.06), as corrected within the six month year-to-date comparative period financial information. Management evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was not material to the prior periods. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. For the Six Months Ended June 30, 2022 2021 (1) Founders Preferred shares — 484,911 Series A-1 convertible preferred shares — 10,902,511 Series A-2 convertible preferred shares — 16,026,809 Series A-3 convertible preferred shares — 7,413,655 Series A-4 convertible preferred shares — 1,762,026 Series A-5 convertible preferred shares — 7,995,162 Series A-6 convertible preferred shares — 10,881,463 Series A-7 convertible preferred shares — 45,162,476 Series B convertible preferred shares — 97,945,840 Series C convertible preferred shares — 62,492,365 Outstanding options 17,145,544 34,365,393 Warrants issued and outstanding 23,153,266 2,556,860 Restricted stock units 23,910,564 — Common stock units 1,214,630 — Performance stock units 44,715,756 — Total 110,139,760 297,989,471 (1) During the three months ended June 30, 2022, the Company identified an error related to the weighted-average common stock equivalents for the three months ended March 31, 2021. The weighted-average common stock equivalents did not reflect the retrospective effect of the exchange ratio established in the Merger (approximately 2.98 shares of Company A common stock for 1 share of Embark Class A common stock). The weighted-average common stock equivalent as of March 31, 2021 is 290,397,385, as corrected within the six month year-to-date comparative period financial information. Management evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was not material to the prior period. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary. All intercompany transactions and balances have been eliminated upon consolidation. |
Business Combination | Business Combination The Company entered into the Merger Agreement with NGA, a special purpose acquisition company, on June 22, 2021. On November 10, 2021, as part of the Business Combination, NGAB Merger Sub Inc., a newly formed subsidiary of |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt |
Segment Information | Segment Information Under Accounting Standards Codification (“ASC 280”), Segment Reporting , operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America. |
Concentration of Risks | Concentration of Risks Embark’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. Embark maintains its cash and cash equivalents and restricted cash with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the incremental borrowing rate (“IBR”) applied in lease accounting, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the valuation of warrants to purchase the Company’s stock and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted CashThe Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments . ASC 820 provides a framework for measuring fair value under GAAP that expands disclosures about fair value measurements, establishes a fair value hierarchy, and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2 — Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable. Level 3 — Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique. |
Public and Private Warrants | The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants did not become transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity's Own Equity , and concluded that they do not meet the criteria to be classified in stockholders' equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations and comprehensive income (loss) at each reporting date. |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years |
Leases | Leases The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s condensed consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. The Company elected the practical expedient not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition practical expedient for all leases that qualify. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of June 30, 2022 and December 31, 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees are accounted for based on estimated grant-date fair values. For stock option awards and RSUs with service conditions, the Company uses the straight-line method to recognize compensation expense over the requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the stock price of the underlying common shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. Stock-based compensation for RSUs granted with a performance condition is recognized on a graded vesting basis. Stock-based compensation tor PSUs, is recognized on a graded vesting basis, as the PSUs are associated with market conditions over the holder’s derived service period. The fair value of the PSUs are estimated using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur. |
Internal Use Software | Internal Use Software The Company capitalizes certain costs associated with creating and enhancing internally developed software for the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the condensed consolidated statements of operations. Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using the straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with the Company’s long- lived assets impairment policy. |
Research and Development Expense | Research and Development Expense Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software. |
General, and Administrative Expenses | General, and Administrative Expenses General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs. |
Change in fair value of warrant liability | Change in fair value of warrant liability Change in fair value of warrant liability represents the change in fair value of Public, Private, Working Capital and Forward Purchase Agreement (“FPA”) Warrants. For each reporting period, Embark will determine the fair value of the warrant liability, and record a corresponding non-cash benefit or non-cash charge, due to a decrease or increase in fair value, respectively, of the calculated warrant liability. |
Other Income | Other Income As part of the Company’s research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s anticipated ordinary revenue-generating activities. Consideration received from such arrangements is presented as other income in the Company’s condensed consolidated statement of operations. |
Interest Income | Interest Income Interest income primarily consists of investment and interest income from marketable securities, long- term investments and the Company’s cash and cash equivalents. |
Interest Expense | Interest ExpenseInterest expense consisted primarily of interest on the Company’s various truck financing arrangements. |
Net Loss Per Share | Net Loss Per Share Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses. No dividends were declared or paid for the three or six months ended June 30, 2022. No preferred stock was outstanding as of June 30, 2022 Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the total change in stockholders’ equity during the period other than from transactions with stockholders. Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss is comprised of unrealized losses on investments classified as available-for-sale and losses on foreign currency revaluations. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The Company adopted “ASC 842” on January 1, 2022, using the modified retrospective transition method, specifically the "Comparatives under ASC 840 approach", and used the effective date as the date of initial application. The Company elected the “package of practical expedients,” which permits Embark not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized right-of-use assets of $4.4 million and lease liabilities of $4.5 million, respectively, which are related to its various operating leases. The difference between the right-of-use assets and lease liabilities is primarily attributed to the elimination of deferred rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption of ASC 842. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The adoption of ASU 2019-12 is effective for the Company beginning January 1, 2022. The adoption of this standard did not have a material impact to its financial statements. In May 2021, the FASB issued ASU 2021-04, Modification of equity-classified written call options . ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. The adoption of ASU 2021-04 was effective for the Company beginning January 1, 2022. The adoption of this standard did not have a material impact to its financial statements. Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments , which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing certain separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. The amendments are effective for the Company beginning January 1, 2024, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of this standard on its consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements , which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. For the Company, the ASU No. 2020-10 will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the condensed consolidated statements of cash flows are as follows (in thousands): As of June 30, As of December 31, 2022 2021 2021 Cash and cash equivalents $ 220,403 $ 49,273 $ 264,615 Restricted cash, short-term 65 65 130 Restricted cash, long-term 812 340 275 Total cash, cash equivalents and restricted cash $ 221,280 $ 49,678 $ 265,020 |
Schedule of Property, Equipment and Software | Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Property, equipment and software consist of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Machinery and equipment $ 418 $ 344 Electronic equipment $ 1,018 $ 413 Vehicles and vehicle hardware $ 8,053 $ 6,268 Leasehold improvements $ 553 $ 258 Developed software $ 8,592 $ 5,184 Other $ 27 $ 26 Property, equipment and software, gross $ 18,661 $ 12,493 Less: accumulated depreciation and amortization $ (3,691) $ (2,856) Total property, equipment and software, net $ 14,970 $ 9,637 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Prepaid insurance $ 2,839 $ 7,459 Prepaid software 1,335 2,564 Income tax receivable 493 494 Short-term deposits 475 448 Prepaid salary 532 279 Other prepaid expenses 252 936 Other current assets 498 566 Total prepaid expenses and other current assets $ 6,424 $ 12,746 |
Schedule of Property, Equipment and Software | Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life. Property, Equipment and Software Useful life (years) Machinery and equipment 5 years Electronic equipment 3 years Vehicles and vehicle hardware 3 – 7 years Leasehold improvements Shorter of useful life or lease term Furniture and fixtures 7 years Developed software 2 – 4 years Property, equipment and software consist of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Machinery and equipment $ 418 $ 344 Electronic equipment $ 1,018 $ 413 Vehicles and vehicle hardware $ 8,053 $ 6,268 Leasehold improvements $ 553 $ 258 Developed software $ 8,592 $ 5,184 Other $ 27 $ 26 Property, equipment and software, gross $ 18,661 $ 12,493 Less: accumulated depreciation and amortization $ (3,691) $ (2,856) Total property, equipment and software, net $ 14,970 $ 9,637 |
Schedule of Other Assets | Other assets consist of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Intangible assets $ — $ 4 Long-term prepaid insurance and deposits 7,218 3,592 Total Other Assets $ 7,218 $ 3,596 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of June 30, 2022 and December 31, 2021, respectively (in thousands): June 30, December 31, Accrued payroll expenses $ 3,758 $ 823 Accrued legal expenses 482 124 Accrued consulting expenses 929 — Accrued transaction costs — 1,092 Accrued software 580 — Other 885 1,103 Total accrued expenses and other current liabilities $ 6,634 $ 3,142 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of the Company’s financial instruments as of June 30, 2022 and December 31, 2021, respectively, are as follows (in thousands): As of June 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total (unaudited) Assets Cash equivalents: United States money market funds $ 4,357 $ — $ — $ 4,357 Liabilities Warrant liabilities - FPA warrants $ 87 $ — $ — $ 87 Warrant liabilities - public warrants $ 1,793 $ — $ — $ 1,793 Warrant liabilities - working capital warrants $ — $ — $ 260 $ 260 Warrant liabilities - private warrants $ — $ — $ 870 $ 870 Cantor put option derivative $ — $ — $ — $ — As of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash equivalents: United States money market funds $ 22,349 $ — $ — $ 22,349 Liabilities Warrant liabilities - FPA warrants $ 1,337 $ — $ — $ 1,337 Warrant liabilities - public warrants $ 27,669 $ — $ — $ 27,669 Warrant liabilities - working capital warrants $ — $ — $ 4,700 $ 4,700 Warrant liabilities - private warrants $ — $ — $ 15,714 $ 15,714 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrants issued and outstanding | As of June 30, 2022, the following warrants were issued and outstanding: Description Classification Issue Date Warrants Outstanding Fair Value Price Per Share Exercise Price per Share Expiration FPA warrants (1) Liability November 10, 2021 666,663 $ 0.13 $ 11.50 November 10, 2026 Public warrants Liability November 10, 2021 13,799,936 $ 0.13 $ 11.50 November 10, 2026 Private warrants Liability November 10, 2021 6,686,667 $ 0.13 $ 11.50 November 10, 2026 Working capital warrants Liability November 10, 2021 2,000,000 $ 0.13 $ 11.50 November 10, 2026 __________________ (1) FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021 |
Schedule of fair value of the common stock warrants valuation assumptions | The fair value of $3.0 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of June 30, 2022: Risk – free interest rate 3.00% Expected term (in years) 4.36 Expected dividend yield 0% Expected volatility 115.0% |
STOCK-BASED COMPENSATION EXPE_2
STOCK-BASED COMPENSATION EXPENSE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of fair value of the common stock warrants valuation assumptions | The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term — The Company uses the simplified method when calculating expected term due to insufficient historical exercise data. Expected Volatility — As the Company’s shares are not actively traded, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. Expected Dividend Yield — The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future. Risk-Free Interest Rate — The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Risk-free interest rate n/a 0.55 - 1.10% n/a 0.55 – 1.10% Expected term (in years) n/a 5.47 - 6.07 n/a 5.47 – 6.07 Expected dividend yield n/a —% n/a —% Expected volatility n/a 36.88 - 51.52% n/a 36.88 – 51.52% |
Schedule of Stock Option Activity | Changes in stock options are as follows: Number of Outstanding Options Weighted Average Exercise Price Per Share Weighted Aggregate Intrinsic (in thousands) Outstanding at December 31, 2021 25,358,455 $ 0.20 6.9 $ 215,093 Exercised (7,667,637) 0.12 Cancelled (545,274) $ 0.44 Outstanding at June 30, 2022 17,145,544 0.23 6.6 $ 5,666 Vested and exercisable as of June 30, 2022 12,034,871 $ 0.14 5.9 $ 4,751 |
Schedule of Award Activity, Excluding Options | A summary of the Company’s RSU activities and related information is as follows: Number of Shares Weighted Average Grant date Fair Value Per Share Balance as of December 31, 2021 9,616,774 $ 8.44 Granted 18,128,682 1.23 Forfeited (753,282) 5.91 Vested (3,081,610) 6.70 Balance as of June 30, 2022 23,910,564 $ 3.27 The Company’s PSUs activity for the six months ended June 30, was as follows: Number of Shares Weighted Average Grant date Fair Value Per Share Balance as of December 31, 2021 44,715,756 $1.97 Granted — — Forfeited — — Vested — — Balance as of June 30, 2022 44,715,756 $1.97 The Company's CSUs activity for the six months ended June 30, was as follows: Number of Shares Weighted Average Grant date Fair Value Per Share Balance as of December 31, 2021 1,481,065 $ 2.48 Granted — $ — Forfeited — $ — Vested (266,435) $ 2.48 Balance as of June 30, 2022 1,214,630 |
Schedule of stock-based compensation expense | The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 3,955 $ 340 $ 8,059 $ 651 General, and administrative 8,466 197 20,964 448 Total stock-based compensation expense $ 12,421 $ 537 $ 29,023 $ 1,099 The following table presents the impact of stock-based compensation expense by award type for the three and six months ended June 30, 2022 and 2021 respectively (in thousands): Three Months Ended June 30, Six Months Ended June 30, Award Type 2022 2021 2022 2021 Options $ 540 $ 592 $ 1,267 $ 1,191 RSUs 9,527 — 22,466 — PSUs 2,630 — 5,231 — CSUs 499 — 990 — Total stock-based compensation expense $ 13,196 $ 592 $ 29,954 $ 1,191 SBC capitalized into internally developed software (775) (55) (931) (92) Total stock-based compensation expense, net $ 12,421 $ 537 $ 29,023 $ 1,099 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future payments of principal | The following table presents future payments of principal as of June 30, 2022 (in thousands): Years Ended December 31, Amounts 2022 (remaining six months) $ 270 2023 505 2024 372 2025 313 2026 and thereafter 388 Total future payments $ 1,848 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease expense, supplemental cash flow information, and weighted average lease term and discount rate | The components of lease expense were as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Lease cost Operating lease cost $ 609 1,209 Short-term lease cost (1) 102 204 Total lease cost $ 711 1,413 ___________________ (1) The Company elected to account for short-term leases in accordance with ASC 842. ASC 842 defines a short-term lease as a lease whose lease term, at commencement, is 12 months or less and that does not include a purchase option whose exercise is reasonable certain. The Company will recognize the lease payments in profit or loss on a straight-line basis over the lease term. Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2022 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 1,048 Right-of-use assets obtained in exchange for lease obligations Operating lease liabilities $ 7,077 June 30, Weighted Average Lease Term (in years) Operating Leases 3.30 Weighted Average Discount Rate Operating Leases 5.77 % |
Supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): June 30, Assets Operating lease right-of-use assets $ 6,073 Liabilities Operating lease liability, current $ 2,040 Operating lease liability, non-current $ 4,358 Total operating lease liability $ 6,398 |
Operating leases maturity schedule | Total future minimum lease payments over the term of the lease as of June 30, 2022, are as follows (in thousands): Years Ended December 31, Operating leases 2022 (remaining six months) $ 1,237 2023 2,222 2024 2,090 2025 662 2026 677 2027 and thereafter 170 Total undiscounted lease payments $ 7,058 Less: imputed interest (660) Total lease liabilities $ 6,398 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of the basic and diluted net loss per share attributable to common stockholders | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (14,324) $ (20,226) $ (32,771) $ (28,708) Net loss attributable to common stockholders $ (14,324) $ (20,226) $ (32,771) $ (28,708) Denominator: Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (1) $ (0.03) $ (0.14) $ (0.07) $ (0.20) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (1) 457,195,552 141,997,299 454,963,170 141,997,299 Class A 370,116,771 n/a* 367,884,389 n/a* Class B 87,078,781 n/a* 87,078,781 n/a* ___________________ * Prior to the Merger and prior to effecting the recapitalization in 2021, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. |
Schedule of weighted-average outstanding common stock equivalents excluded from the computation of diluted net loss per share | The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. For the Six Months Ended June 30, 2022 2021 (1) Founders Preferred shares — 484,911 Series A-1 convertible preferred shares — 10,902,511 Series A-2 convertible preferred shares — 16,026,809 Series A-3 convertible preferred shares — 7,413,655 Series A-4 convertible preferred shares — 1,762,026 Series A-5 convertible preferred shares — 7,995,162 Series A-6 convertible preferred shares — 10,881,463 Series A-7 convertible preferred shares — 45,162,476 Series B convertible preferred shares — 97,945,840 Series C convertible preferred shares — 62,492,365 Outstanding options 17,145,544 34,365,393 Warrants issued and outstanding 23,153,266 2,556,860 Restricted stock units 23,910,564 — Common stock units 1,214,630 — Performance stock units 44,715,756 — Total 110,139,760 297,989,471 (1) During the three months ended June 30, 2022, the Company identified an error related to the weighted-average common stock equivalents for the three months ended March 31, 2021. The weighted-average common stock equivalents did not reflect the retrospective effect of the exchange ratio established in the Merger (approximately 2.98 shares of Company A common stock for 1 share of Embark Class A common stock). The weighted-average common stock equivalent as of March 31, 2021 is 290,397,385, as corrected within the six month year-to-date comparative period financial information. Management evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was not material to the prior period. |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | 6 Months Ended | |||
Nov. 10, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Shares convertible in merger | 2.98 | |||
Net increase in cash from business combination | $ 243,900 | |||
Transaction costs | $ 70,200 | |||
Net loss | $ 32,771 | $ 28,708 | ||
Accumulated deficit | 215,674 | $ 182,903 | ||
Net cash used in operating activities | 40,266 | 20,084 | ||
Cash and cash equivalents | $ 220,403 | $ 49,273 | $ 264,615 | |
Operations and debt related commitments period | 1 year | |||
Number of segments | segment | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 6 Months Ended | ||||||
Nov. 10, 2021 class | Nov. 09, 2021 class | Oct. 13, 2020 $ / shares shares | Jun. 30, 2022 USD ($) class $ / shares shares | Jun. 30, 2021 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash and cash equivalents | $ | $ 220,403,000 | $ 49,273,000 | $ 264,615,000 | ||||
Restricted cash | $ | 900,000 | $ 400,000 | |||||
Reduction of face amount of letter of credit | $ | $ 100,000 | ||||||
Number of shares for each unit (in shares) | 0.33 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||||
Number of classes of stock | class | 2 | 1 | 2 | ||||
Dividends declared or paid | $ | $ 0 | $ 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||
Operating lease right-of-use assets | $ | $ 6,073,000 | $ 4,400,000 | $ 0 | ||||
Lease liabilities | $ | $ 6,398,000 | $ 4,500,000 | |||||
IPO | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Amount issued (in shares) | 41,400,000 | ||||||
Sale price (in dollars per share) | $ / shares | $ 10 | ||||||
IPO | Class A | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Number of shares for each unit (in shares) | 1 | ||||||
Public warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Warrants Outstanding (in shares) | 13,799,936 | ||||||
Public warrants | IPO | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Public warrants | IPO | Class A | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Number of shares called by each warrant (in shares) | 1 | ||||||
Private warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Warrants Outstanding (in shares) | 6,686,667 | ||||||
Private warrants | IPO | Class A | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Number of shares called by each warrant (in shares) | 1 | ||||||
Private warrants | Private Sale | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Amount issued (in shares) | 6,700,000 | ||||||
Sale price (in dollars per share) | $ / shares | $ 1.50 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 220,403 | $ 264,615 | $ 49,273 | |
Restricted cash, short-term | 65 | 130 | 65 | |
Restricted cash, long-term | 812 | 275 | 340 | |
Total cash, cash equivalents and restricted cash | $ 221,280 | $ 265,020 | $ 49,678 | $ 11,460 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property Equipment and Software Useful Life (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life (years) | 5 years |
Electronic equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life (years) | 3 years |
Vehicles and vehicle hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (years) | 3 years |
Vehicles and vehicle hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (years) | 7 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life (years) | 7 years |
Developed software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (years) | 2 years |
Developed software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (years) | 4 years |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid insurance | $ 2,839 | $ 7,459 |
Prepaid software | 1,335 | 2,564 |
Income tax receivable | 493 | 494 |
Short-term deposits | 475 | 448 |
Prepaid salary | 532 | 279 |
Other prepaid expenses | 252 | 936 |
Other current assets | 498 | 566 |
Prepaid expenses and other current assets | $ 6,424 | $ 12,746 |
BALANCE SHEET COMPONENTS - Sc_2
BALANCE SHEET COMPONENTS - Schedule of Property, Equipment and Software (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 18,661 | $ 12,493 |
Less: accumulated depreciation and amortization | (3,691) | (2,856) |
Total property, equipment and software, net | 14,970 | 9,637 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 418 | 344 |
Electronic equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 1,018 | 413 |
Vehicles and vehicle hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 8,053 | 6,268 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 553 | 258 |
Developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | 8,592 | 5,184 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, gross | $ 27 | $ 26 |
BALANCE SHEET COMPONENTS - Narr
BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation and amortization | $ 500 | $ 300 | $ 834 | $ 474 |
BALANCE SHEET COMPONENTS - Sc_3
BALANCE SHEET COMPONENTS - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 0 | $ 4 |
Long-term prepaid insurance and deposits | 7,218 | 3,592 |
Total Other Assets | $ 7,218 | $ 3,596 |
BALANCE SHEET COMPONENTS - Accr
BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll expenses | $ 3,758 | $ 823 |
Accrued legal expenses | 482 | 124 |
Accrued consulting expenses | 929 | 0 |
Accrued transaction costs | 0 | 1,092 |
Accrued software | 580 | 0 |
Other | 885 | 1,103 |
Total accrued expenses and other current liabilities | $ 6,634 | $ 3,142 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | $ 87 | $ 1,337 |
Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 1,793 | 27,669 |
Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 260 | 4,700 |
Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 870 | 15,714 |
Cantor put option derivative | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Inputs, Level 1 | FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 87 | 1,337 |
Fair Value, Inputs, Level 1 | Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 1,793 | 27,669 |
Fair Value, Inputs, Level 1 | Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Cantor put option derivative | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Inputs, Level 2 | FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Cantor put option derivative | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | |
Fair Value, Inputs, Level 3 | FPA warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | Public warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | Working capital warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 260 | 4,700 |
Fair Value, Inputs, Level 3 | Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 870 | 15,714 |
Fair Value, Inputs, Level 3 | Cantor put option derivative | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liabilities | 0 | |
Money Market Funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 4,357 | 22,349 |
Money Market Funds | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 4,357 | 22,349 |
Money Market Funds | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Money Market Funds | Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Transfers into level 3 | $ 0 | $ 15,500 | ||
Change in fair value of warrants | (46,409) | $ 0 | ||
Other Income (Expense) | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Change in fair value of warrants | $ 24,300 | $ 46,400 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Millions | 6 Months Ended | ||||
May 31, 2022 USD ($) $ / shares shares | Nov. 10, 2021 USD ($) vote class shares | Nov. 09, 2021 class | Jun. 30, 2022 class vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||
Shares authorized (in shares) | 4,110,000,000 | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Number of classes of stock | class | 2 | 1 | 2 | ||
Stock Purchase Agreement | Cantor | |||||
Class of Stock [Line Items] | |||||
Agreement term | 36 months | ||||
Purchase price, percent of volume weighted average price | 97% | ||||
Common Stock | Commitment Shares | Cantor | |||||
Class of Stock [Line Items] | |||||
Amount issued (in shares) | 450,000 | ||||
Fair value of shares issued | $ | $ 0.7 | ||||
General, and administrative | |||||
Class of Stock [Line Items] | |||||
Incremental value of exchanged shares | $ | $ 13.6 | ||||
Northern Genesis Acquisition Corp. II | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 87,078,781 | ||||
Class A | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 4,000,000,000 | 4,000,000,000 | |||
Common stock, shares issued (in shares) | 373,089,177 | 362,832,986 | |||
Number of votes | vote | 1 | 1 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Class A | Common Stock | Stock Purchase Agreement | Cantor | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized to be issued (in shares) | 30,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Class B | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Common stock, shares issued (in shares) | 87,078,781 | 87,078,781 | |||
Number of votes | vote | 10 | 10,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
WARRANTS - Schedule of Warrants
WARRANTS - Schedule of Warrants Issued and Outstanding (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
FPA warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding (in shares) | shares | 666,663 |
Fair Value Price per Share (in dollars per share) | $ 0.13 |
Exercise price (in dollars per share) | $ 11.50 |
Public warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding (in shares) | shares | 13,799,936 |
Fair Value Price per Share (in dollars per share) | $ 0.13 |
Exercise price (in dollars per share) | $ 11.50 |
Private warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding (in shares) | shares | 6,686,667 |
Fair Value Price per Share (in dollars per share) | $ 0.13 |
Exercise price (in dollars per share) | $ 11.50 |
Working capital warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding (in shares) | shares | 2,000,000 |
Fair Value Price per Share (in dollars per share) | $ 0.13 |
Exercise price (in dollars per share) | $ 11.50 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||
Expected dividend yield | 0% | 0% | |
FPA, Public, Private and Working Capital Warrants | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding | $ 41.2 | ||
Private and Working Capital Warrants | |||
Class of Warrant or Right [Line Items] | |||
Fair value of warrants outstanding | $ 3 | ||
Expected dividend yield | 0% |
WARRANTS - Schedule of Fair Val
WARRANTS - Schedule of Fair Value Assumptions (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||
Expected dividend yield | 0% | 0% | |
Private and Working Capital Warrants | |||
Class of Warrant or Right [Line Items] | |||
Risk – free interest rate | 3% | ||
Expected term (in years) | 4 years 4 months 9 days | ||
Expected dividend yield | 0% | ||
Expected volatility | 115% |
STOCK-BASED COMPENSATION EXPE_3
STOCK-BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 tranche $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0% | 0% | |||
Weighted-average grant date fair value of stock options (in dollars per share) | $ / shares | $ 1.88 | ||||
SBC capitalized into internally developed software | $ | $ 775 | $ 55 | $ 931 | $ 92 | |
Total stock-based compensation expense | $ | $ 13,196 | 592 | $ 29,954 | 1,191 | |
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 18,128,682 | ||||
Weighted-average grant date fair value of stock options (in dollars per share) | $ / shares | $ 1.23 | $ 1.23 | |||
Unrecognized stock-based compensation expense | $ | $ 50,500 | $ 50,500 | |||
Vesting period (in years) | 4 years | ||||
Number of unvested shares (in shares) | 23,910,564 | 23,910,564 | 9,616,774 | ||
Total stock-based compensation expense | $ | $ 9,527 | 0 | $ 22,466 | 0 | |
Restricted stock units | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (in percent) | 25% | ||||
Restricted stock units | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (in percent) | 2.78% | ||||
Restricted stock units | Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (in percent) | 40% | ||||
Restricted stock units | Tranche Four | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (in percent) | 30% | ||||
Restricted stock units | Tranche Five | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (in percent) | 20% | ||||
Restricted stock units | Tranche Six | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (in percent) | 10% | ||||
Performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 0 | ||||
Unrecognized stock-based compensation expense | $ | $ 78,300 | $ 78,300 | |||
Weighted-average remaining vesting period (in years) | 7 years 7 months 6 days | ||||
Vesting period (in years) | 10 years | ||||
Number of valuation tranches | tranche | 6 | ||||
Number of unvested shares (in shares) | 44,715,756 | 44,715,756 | 44,715,756 | ||
Total stock-based compensation expense | $ | $ 2,630 | 0 | $ 5,231 | 0 | |
Performance stock units | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price (in dollars per share) | $ / shares | $ 20 | ||||
Performance stock units | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price (in dollars per share) | $ / shares | 35 | ||||
Performance stock units | Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price (in dollars per share) | $ / shares | 50 | ||||
Performance stock units | Tranche Four | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price (in dollars per share) | $ / shares | 65 | ||||
Performance stock units | Tranche Five | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price (in dollars per share) | $ / shares | 80 | ||||
Performance stock units | Tranche Six | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Threshold escalating share price (in dollars per share) | $ / shares | $ 100 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0% | ||||
Unrecognized stock-based compensation expense | $ | $ 5,020 | $ 5,020 | |||
Weighted-average remaining vesting period (in years) | 2 years 2 months 12 days | ||||
Total stock-based compensation expense | $ | 540 | 592 | $ 1,267 | 1,191 | |
Common Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 0 | ||||
Unrecognized stock-based compensation expense | $ | $ 3,400 | $ 3,400 | |||
Vesting period (in years) | 2 years | ||||
Number of unvested shares (in shares) | 1,214,630 | 1,214,630 | 1,481,065 | ||
Total stock-based compensation expense | $ | $ 499 | 0 | $ 990 | 0 | |
PSU, RSU, And CSU | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ | $ 0 | $ 0 | |||
Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares authorized (in shares) | 58,713,535 | 58,713,535 | |||
Percentage of aggregate number of shares outstanding | 5% | ||||
Number of unvested shares (in shares) | 1,214,630 | 1,214,630 | |||
2016 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved (in shares) | 993,542 | 993,542 | |||
Reverse stock splits (in shares) | 8,941,878 | ||||
Exercisable term (in years) | 10 years | ||||
2016 Stock Plan | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved (in shares) | 79,742,504 | 79,742,504 | |||
2016 Stock Plan | Performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved (in shares) | 79,742,504 | 79,742,504 | |||
2021 Equity Plan | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining vesting period (in years) | 3 years 2 months 12 days |
STOCK-BASED COMPENSATION EXPE_4
STOCK-BASED COMPENSATION EXPENSE - Stock Option Valuation (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.55% | 0.55% | |
Expected term (in years) | 5 years 5 months 19 days | 5 years 5 months 19 days | |
Expected volatility | 36.88% | 36.88% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.10% | 1.10% | |
Expected term (in years) | 6 years 25 days | 6 years 25 days | |
Expected volatility | 51.52% | 51.52% |
STOCK-BASED COMPENSATION EXPE_5
STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of Outstanding Options | ||
Beginning balance (in shares) | shares | 25,358,455 | |
Exercised (in shares) | shares | (7,667,637) | |
Cancelled (in shares) | shares | (545,274) | |
Ending balance (in shares) | shares | 17,145,544 | 25,358,455 |
Vested and exercisable (in shares) | shares | 12,034,871 | |
Weighted Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ / shares | $ 0.20 | |
Exercised (in dollars per share) | $ / shares | 0.12 | |
Cancelled (in dollars per share) | $ / shares | 0.44 | |
Ending balance (in dollars per share) | $ / shares | 0.23 | $ 0.20 |
Vested and exercisable (in dollars per share) | $ / shares | $ 0.14 | |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic | ||
Outstanding at the end (in years) | 6 years 7 months 6 days | 6 years 10 months 24 days |
Vested and exercisable (in years) | 5 years 10 months 24 days | |
Aggregate intrinsic value outstanding | $ | $ 5,666 | $ 215,093 |
Vested and exercisable aggregate intrinsic value | $ | $ 4,751 |
STOCK-BASED COMPENSATION EXPE_6
STOCK-BASED COMPENSATION EXPENSE - RSU, PSU and Common Stock Units (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Restricted stock units | |
Number of Shares | |
Beginning balance (in shares) | shares | 9,616,774 |
Granted (in shares) | shares | 18,128,682 |
Forfeited (in shares) | shares | (753,282) |
Vested (in shares) | shares | (3,081,610) |
Ending balance (in shares) | shares | 23,910,564 |
Weighted Average Grant date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 8.44 |
Granted (in dollars per share) | $ / shares | 1.23 |
Forfeited (in dollars per share) | $ / shares | 5.91 |
Vested (in dollars per share) | $ / shares | 6.70 |
Ending balance (in dollars per share) | $ / shares | $ 3,270,000 |
Performance stock units | |
Number of Shares | |
Beginning balance (in shares) | shares | 44,715,756 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Ending balance (in shares) | shares | 44,715,756 |
Weighted Average Grant date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 1.97 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 1.97 |
Common Stock Units | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,481,065 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (266,435) |
Ending balance (in shares) | shares | 1,214,630 |
Weighted Average Grant date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 2.48 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 2.48 |
Ending balance (in dollars per share) | $ / shares |
STOCK-BASED COMPENSATION EXPE_7
STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 13,196 | $ 592 | $ 29,954 | $ 1,191 |
SBC capitalized into internally developed software | (775) | (55) | (931) | (92) |
Total stock-based compensation expense, net | 12,421 | 537 | 29,023 | 1,099 |
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 540 | 592 | 1,267 | 1,191 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 9,527 | 0 | 22,466 | 0 |
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,630 | 0 | 5,231 | 0 |
CSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 499 | 0 | 990 | 0 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense, net | 3,955 | 340 | 8,059 | 651 |
General, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense, net | $ 8,466 | $ 197 | $ 20,964 | $ 448 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,848 | |
Note Payable | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 1,800 | $ 1,100 |
Note Payable | Minimum | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 100 | |
Interest rate | 6.01% | |
Debt term | 36 months | |
Note Payable | Maximum | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 500 | |
Interest rate | 13.47% | |
Debt term | 72 months |
NOTES PAYABLE - Schedule of Fut
NOTES PAYABLE - Schedule of Future Payments of Principal (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 (remaining six months) | $ 270 |
2023 | 505 |
2024 | 372 |
2025 | 313 |
2026 and thereafter | 388 |
Total future payments | $ 1,848 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Jun. 30, 2022 USD ($) renewal_option transfer_point |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | renewal_option | 1 |
Extend lease term (in years) | 10 years |
Number of transfer points | transfer_point | 2 |
Additional operating leases, amount | $ | $ 26.6 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term (in years) | 1 year |
Additional operating leases, term | 18 years |
Additional operating leases, renewal term | 6 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term (in years) | 7 years |
Additional operating leases, term | 84 years |
Additional operating leases, renewal term | 60 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 609 | $ 1,209 |
Short-term lease cost | 102 | 204 |
Total lease cost | $ 711 | $ 1,413 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used in operating leases | $ 1,048 | |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating lease liabilities | $ 7,077 | $ 0 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
Operating lease right-of-use assets | $ 6,073 | $ 4,400 | $ 0 |
Liabilities | |||
Operating lease liability, current | 2,040 | 0 | |
Operating lease liability, non-current | 4,358 | $ 0 | |
Total lease liabilities | $ 6,398 | $ 4,500 | |
Weighted Average Lease Term (in years) | |||
Operating Leases | 3 years 3 months 18 days | ||
Weighted Average Discount Rate | |||
Operating Leases | 5.77% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Total Future Minimum Lease Payments Over the Term of the Lease (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 (remaining six months) | $ 1,237 | |
2023 | 2,222 | |
2024 | 2,090 | |
2025 | 662 | |
2026 | 677 | |
2027 and thereafter | 170 | |
Total undiscounted lease payments | 7,058 | |
Less: imputed interest | (660) | |
Total lease liabilities | $ 6,398 | $ 4,500 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Nov. 10, 2021 class | Nov. 09, 2021 class | Mar. 31, 2021 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) class $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | |
Numerator: | |||||||
Net loss | $ | $ (14,324) | $ (20,226) | $ (32,771) | $ (28,708) | |||
Net loss attributable to common stockholders, basic | $ | (14,324) | (20,226) | (32,771) | (28,708) | |||
Net loss attributable to common stockholders, diluted | $ | $ (14,324) | $ (20,226) | $ (32,771) | $ (28,708) | |||
Denominator: | |||||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ / shares | $ (0.06) | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ / shares | $ (0.06) | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | shares | 141,807,168 | 457,195,552 | 141,997,299 | 454,963,170 | 141,997,299 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | shares | 141,807,168 | 457,195,552 | 141,997,299 | 454,963,170 | 141,997,299 | ||
Number of classes of stock | class | 2 | 1 | 2 | ||||
Shares convertible in merger | 2.98 | ||||||
Class A | |||||||
Denominator: | |||||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ / shares | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) | |||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ / shares | $ (0.03) | (0.14) | (0.20) | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | shares | 370,116,771 | 367,884,389 | |||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | shares | 370,116,771 | 367,884,389 | |||||
Shares convertible in merger | 2.98 | ||||||
Class B | |||||||
Denominator: | |||||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ / shares | $ (0.03) | (0.14) | $ (0.07) | (0.20) | |||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ / shares | $ (0.03) | $ (0.14) | $ (0.07) | $ (0.20) | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | shares | 87,078,781 | 87,078,781 | |||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | shares | 87,078,781 | 87,078,781 |
NET LOSS PER SHARE - Weighted-A
NET LOSS PER SHARE - Weighted-Average Shares Excluded From Computation (Details) | 6 Months Ended | |||
Mar. 31, 2021 shares | Jun. 30, 2022 shares | Jun. 30, 2021 shares | Nov. 10, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 290,397,385 | 110,139,760 | 297,989,471 | |
Shares convertible in merger | 2.98 | |||
Common Class A [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares convertible in merger | 2.98 | |||
Founders Preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 484,911 | ||
Series A-1 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 10,902,511 | ||
Series A-2 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 16,026,809 | ||
Series A-3 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 7,413,655 | ||
Series A-4 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 1,762,026 | ||
Series A-5 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 7,995,162 | ||
Series A-6 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 10,881,463 | ||
Series A-7 convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 45,162,476 | ||
Series B convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 97,945,840 | ||
Series C convertible preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 0 | 62,492,365 | ||
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 17,145,544 | 34,365,393 | ||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 23,153,266 | 2,556,860 | ||
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 23,910,564 | 0 | ||
Common stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 1,214,630 | 0 | ||
Performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation (in shares) | 44,715,756 | 0 |