Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Heliogen, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001840292 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | ||||
Cash and cash equivalents | $ 40,126,000 | $ 18,334,079 | $ 14,944,825 | |
Investments, available-for-sale (amortized cost of $36,876) | 36,869,000 | |||
Interest receivable | 158,000 | |||
Receivables | 94,000 | |||
Prepaid and other current assets | 1,127,000 | 240,836 | 90,503 | |
Total current assets | 78,374,000 | 18,574,915 | 15,035,328 | |
Operating lease right-of-use assets | 16,709,000 | 612,051 | 144,972 | |
Property, plant, and equipment, net | 1,825,000 | 575,325 | 467,608 | |
Goodwill | 4,270,000 | |||
Restricted cash | 1,500,000 | |||
Other long-term assets | 3,983,000 | |||
Total assets | 106,661,000 | 19,762,291 | 15,647,908 | |
Current liabilities: | ||||
Trade payables | 307,579 | 358,529 | ||
Accrued expenses and other payables | 316,523 | 152,017 | ||
Trade payables | 2,025,000 | 307,000 | ||
Contract liabilities | 1,660,000 | |||
Debt, current portion | 40,000 | 323,521 | ||
Accrued expenses and other current liabilities | 4,742,000 | 525,000 | ||
Operating lease liabilities | 208,735 | 73,883 | ||
Total current liabilities | 8,467,000 | 1,156,358 | 584,429 | |
Debt, net of current portion | 87,420 | |||
SAFE instruments | 146,405,000 | |||
Operating lease liabilities, net of current portion | 14,767,000 | 403,316 | 71,089 | |
Warrant liability | 44,319 | 36,824 | ||
Warrant liability | 2,650,000 | 46,000 | ||
Other long-term liabilities | 2,597,000 | |||
Total liabilities | 174,886,000 | 1,692,000 | ||
Total liabilities | 1,691,413 | 692,342 | ||
Convertible preferred stock – Preferred shares, $0.001 par value; 60,274,078 shares authorized and 58,554,536 shares outstanding as of September 30, 2021 and December 31, 2020 (see Note 4) | 45,932,000 | 45,932,453 | 35,690,739 | |
Stockholder’s Equity: | ||||
Special stock, $0.001 par value; 0 shares authorized and 0 shares outstanding as of December 31, 2020; 1 share authorized and 1 share outstanding as of December 31, 2019 (see Note 4) | ||||
Common stock, $0.001 par value; 88,206,793 shares authorized and 5,953,658 shares issued and outstanding as of September 30, 2021; 88,206,793 shares authorized and 4,053,489 shares issued and outstanding as of December 31, 2020 (see Note 4) | 6,000 | 4,053 | 3,867 | |
Additional paid-in capital | 3,738,000 | 1,306,257 | 995,505 | |
Accumulated other comprehensive loss | (64,000) | |||
Accumulated deficit | (117,837,000) | (29,171,885) | (21,734,545) | |
Total stockholders’ equity (deficit) | (114,157,000) | (27,861,575) | (20,735,173) | |
Total liabilities, convertible preferred stock, and shareholders’ deficit | 106,661,000 | 19,762,291 | $ 15,647,908 | |
Athena Technology Acquisition Corp | ||||
Assets | ||||
Cash and cash equivalents | 176,725 | |||
Prepaid expenses | 283,708 | |||
Total current assets | 460,433 | |||
Deferred offering costs | 41,739 | |||
Marketable securities held in Trust Account | 250,013,873 | |||
Other non-current assets | 110,473 | |||
Total assets | 250,584,779 | 41,739 | ||
Current liabilities: | ||||
Accrued offering costs and expenses | 2,502,189 | 5,000 | ||
Due to related party | 64,516 | 12,500 | ||
Total current liabilities | 2,566,705 | 17,500 | ||
Deferred underwriting fee | 8,750,000 | |||
Warrant liability | 11,650,665 | |||
Total liabilities | 22,967,370 | 17,500 | ||
Commitments and Contingencies | ||||
Class A Common Stock subject to possible redemption, 25,000,000 and no shares at redemption value, at September 30, 2021 and December 31, 2020, respectively | 250,000,000 | |||
Stockholder’s Equity: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 700,000 and 0 shares issued and outstanding (excluding 25,000,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively | 70 | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,566,667 and 9,816,667 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 857 | 982 | [1] | |
Additional paid-in capital | 24,018 | |||
Accumulated deficit | (22,383,518) | (761) | ||
Total stockholders’ equity (deficit) | (22,382,591) | 24,239 | ||
Total liabilities, convertible preferred stock, and shareholders’ deficit | $ 250,584,779 | $ 41,739 | ||
[1] | This number includes up to 1,250,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares outstanding | 58,554,536 | ||
Special stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Special stock, shares authorized | 0 | 1 | |
Special stock, shares outstanding | 0 | 1 | |
Investments, amortized cost (in Dollars) | $ 36,876 | $ 36,876 | |
Athena Technology Acquisition Corp | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 88,206,793 | 88,206,793 | 81,206,793 |
Common stock, shares issued | 5,953,658 | 4,053,489 | |
Common stock, shares outstanding | 5,953,658 | 4,053,489 | 3,867,136 |
Class A Common Stock | Athena Technology Acquisition Corp | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, shares issued | 700,000 | 0 | |
Common stock, shares outstanding | 700,000 | 0 | |
Class A Common Stock subject to possible redemption | 25,000,000 | ||
Class B Common Stock | Athena Technology Acquisition Corp | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 8,566,667 | 9,816,667 | |
Common stock, shares outstanding | 8,566,667 | 9,816,667 | |
Convertible Preferred Stock | |||
Convertible Preferred shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible Preferred shares, shares authorized | 60,274,078 | 60,274,078 | 60,274,078 |
Convertible preferred shares, shares outstanding | 58,554,536 | 58,554,536 | 50,588,630 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating loss | $ (12,478,000) | $ (1,669,000) | $ (23,163,000) | $ (4,464,000) | $ (7,519,294) | $ (7,392,114) | ||
Interest expense | (1,000) | (1,000) | (2,000) | (2,854) | ||||
SAFE instruments remeasurement | (15,533,000) | (62,993,000) | ||||||
Warrant remeasurement | (322,000) | (2,604,000) | (1,000) | |||||
Other income, net | 57,000 | 3,000 | 96,000 | 80,000 | 84,808 | 62,218 | ||
Net loss before taxes | (28,276,000) | (1,667,000) | (88,665,000) | (4,387,000) | (7,437,340) | (7,329,896) | ||
Provision for income taxes | ||||||||
Other income (expense): | ||||||||
Net loss | (28,276,000) | (1,667,000) | (88,665,000) | (4,387,000) | $ (7,437,340) | $ (7,329,896) | ||
Other comprehensive loss, net of taxes | ||||||||
Unrealized losses on available-for-sale securities | 7,000 | (7,000) | ||||||
Cumulative translation adjustment | (57,000) | (57,000) | ||||||
Total comprehensive loss | $ (28,326,000) | $ (1,667,000) | $ (88,729,000) | $ (4,387,000) | ||||
Losses per share | ||||||||
Losses per share – Basic (in Dollars per share) | $ (4.93) | $ (0.42) | $ (16.76) | $ (1.11) | $ (1.88) | $ (1.97) | ||
Losses per share – Diluted (in Dollars per share) | $ (4.93) | $ (0.42) | $ (16.76) | $ (1.11) | $ (1.88) | $ (1.97) | ||
Weighted average number of shares outstanding – Basic (in Shares) | 5,734,865 | 3,997,238 | 5,290,676 | 3,949,360 | 3,962,932 | 3,727,064 | ||
Weighted average number of shares outstanding – Diluted (in Shares) | 5,734,865 | 3,997,238 | 5,290,676 | 3,949,360 | 3,962,932 | 3,727,064 | ||
Revenue | $ 2,202,000 | $ 108,000 | $ 3,563,000 | $ 200,000 | $ 200,000 | |||
Cost of sales | 1,375,000 | 325,000 | 2,736,000 | 417,000 | 417,106 | |||
Gross loss (Profit) | 827,000 | (217,000) | 827,000 | (217,000) | (217,106) | |||
Operating expenses: | ||||||||
Selling, general, and administrative | 8,687,000 | 770,000 | 15,099,000 | 2,107,000 | 3,719,254 | 2,689,591 | ||
Research and development | 4,618,000 | 682,000 | 8,891,000 | 2,140,000 | 3,582,934 | 4,702,523 | ||
Total operating expenses | 13,305,000 | $ 1,452,000 | 23,990,000 | $ 4,247,000 | $ 7,302,188 | $ 7,392,114 | ||
Athena Technology Acquisition Corp | ||||||||
Formation and operating costs | $ 761 | 1,569,345 | 3,566,747 | |||||
Operating loss | (1,569,345) | (3,566,747) | ||||||
Other income (expense): | ||||||||
Interest income on marketable securities held in Trust Account | 3,217 | 13,873 | ||||||
Offering costs allocated to warrants | (566,948) | |||||||
Change in fair value of warrant liability | (4,197,665) | (1,392,083) | ||||||
Total other expense | (4,194,448) | (1,945,158) | ||||||
Net loss | $ (761) | $ (5,763,793) | $ (5,511,905) | |||||
Losses per share | ||||||||
Weighted average shares outstanding (in Shares) | [1] | 8,566,667 | ||||||
Basic and diluted net loss per share (in Dollars per share) | $ 0 | |||||||
Class A Common Stock | Athena Technology Acquisition Corp | ||||||||
Losses per share | ||||||||
Weighted average shares outstanding (in Shares) | 25,700,000 | 18,357,143 | ||||||
Basic and diluted net loss per share (in Dollars per share) | $ (0.17) | $ (0.2) | ||||||
Class B Common Stock | Athena Technology Acquisition Corp | ||||||||
Losses per share | ||||||||
Weighted average shares outstanding (in Shares) | 8,566,667 | 8,566,667 | ||||||
Basic and diluted net loss per share (in Dollars per share) | $ (0.17) | $ (0.2) | ||||||
[1] | This number excludes an aggregate of up to 1,250,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Deficit (Unaudited) - USD ($) | Class BCommon StockAthena Technology Acquisition Corp | Class ACommon StockAthena Technology Acquisition Corp | ConvertiblePreferred Stock | Common Stock | Additional Paid-in CapitalAthena Technology Acquisition Corp | Additional Paid-in Capital | Accumulated DeficitAthena Technology Acquisition Corp | Accumulated Deficit | Special Stock | Accumulated Other Comprehensive Income | Athena Technology Acquisition Corp | Total | ||
Balance at beginning at Dec. 31, 2018 | $ 21,004,038 | $ 3,495 | $ 658,121 | $ (14,404,649) | $ (13,743,033) | |||||||||
Balance at beginning (in Shares) at Dec. 31, 2018 | 39,219,813 | 3,494,744 | 1 | |||||||||||
Net income (loss) | (7,329,896) | (7,329,896) | ||||||||||||
Issuance of preferred shares, net of issuance costs | $ 14,686,701 | |||||||||||||
Issuance of preferred shares, net of issuance costs (in Shares) | 11,368,817 | |||||||||||||
Share-based compensation | 269,918 | 269,918 | ||||||||||||
Shares issued for stock options exercised | $ 372 | 67,466 | 67,838 | |||||||||||
Shares issued for stock options exercised (in Shares) | 372,392 | |||||||||||||
Balance at ending at Dec. 31, 2019 | $ 35,690,739 | $ 3,867 | 995,505 | (21,734,545) | (20,735,173) | |||||||||
Balance at ending (in Shares) at Dec. 31, 2019 | 50,588,630 | 3,867,136 | 1 | |||||||||||
Net income (loss) | (1,273,000) | (1,273,000) | ||||||||||||
Issuance of preferred shares, net of issuance costs | $ 9,281,000 | |||||||||||||
Issuance of preferred shares, net of issuance costs (in Shares) | 7,192,517 | |||||||||||||
Share-based compensation | 76,000 | 76,000 | ||||||||||||
Shares issued for stock options exercised | 11,000 | 11,000 | ||||||||||||
Shares issued for stock options exercised (in Shares) | 65,051 | |||||||||||||
Balance at ending at Mar. 31, 2020 | $ 44,972,000 | $ 4,000 | 1,083,000 | (23,008,000) | (21,921,000) | |||||||||
Balance at ending (in Shares) at Mar. 31, 2020 | 57,781,147 | 3,932,187 | 1 | |||||||||||
Balance at beginning at Dec. 31, 2019 | $ 35,690,739 | $ 3,867 | 995,505 | (21,734,545) | (20,735,173) | |||||||||
Balance at beginning (in Shares) at Dec. 31, 2019 | 50,588,630 | 3,867,136 | 1 | |||||||||||
Net income (loss) | (7,437,340) | (7,437,340) | ||||||||||||
Special Stock conversion | ||||||||||||||
Special Stock conversion (in Shares) | 1 | (1) | ||||||||||||
Issuance of preferred shares, net of issuance costs | $ 10,241,714 | |||||||||||||
Issuance of preferred shares, net of issuance costs (in Shares) | 7,965,906 | |||||||||||||
Share-based compensation | 278,202 | 278,202 | ||||||||||||
Shares issued for stock options exercised | $ 186 | 32,550 | 32,736 | |||||||||||
Shares issued for stock options exercised (in Shares) | 186,352 | |||||||||||||
Balance at ending at Dec. 31, 2020 | $ 982 | $ 45,932,453 | $ 4,053 | $ 24,018 | 1,306,257 | $ (761) | (29,171,885) | $ 24,239 | (27,861,575) | |||||
Balance at ending (in Shares) at Dec. 31, 2020 | 9,816,667 | [1] | 58,554,536 | 4,053,489 | ||||||||||
Balance at beginning at Mar. 31, 2020 | $ 44,972,000 | $ 4,000 | 1,083,000 | (23,008,000) | (21,921,000) | |||||||||
Balance at beginning (in Shares) at Mar. 31, 2020 | 57,781,147 | 3,932,187 | 1 | |||||||||||
Net income (loss) | (1,447,000) | (1,447,000) | ||||||||||||
Issuance of preferred shares, net of issuance costs | $ 960,000 | |||||||||||||
Issuance of preferred shares, net of issuance costs (in Shares) | 773,389 | |||||||||||||
Share-based compensation | 75,000 | 75,000 | ||||||||||||
Shares issued for stock options exercised | 11,000 | 11,000 | ||||||||||||
Shares issued for stock options exercised (in Shares) | 65,051 | |||||||||||||
Balance at ending at Jun. 30, 2020 | $ 45,932,000 | $ 4,000 | 1,169,000 | (24,455,000) | (23,282,000) | |||||||||
Balance at ending (in Shares) at Jun. 30, 2020 | 58,554,536 | 3,997,238 | 1 | |||||||||||
Net income (loss) | (1,667,000) | (1,667,000) | ||||||||||||
Share-based compensation | 57,000 | 57,000 | ||||||||||||
Balance at ending at Sep. 30, 2020 | $ 45,932,000 | $ 4,000 | 1,226,000 | (26,122,000) | (24,892,000) | |||||||||
Balance at ending (in Shares) at Sep. 30, 2020 | 58,554,536 | 3,997,238 | 1 | |||||||||||
Balance at beginning at Dec. 08, 2020 | ||||||||||||||
Balance at beginning (in Shares) at Dec. 08, 2020 | [1] | |||||||||||||
Class B common stock issued to Sponsor | $ 982 | 24,018 | 25,000 | |||||||||||
Class B common stock issued to Sponsor (in Shares) | [1] | 9,816,667 | ||||||||||||
Net income (loss) | (761) | (761) | ||||||||||||
Balance at ending at Dec. 31, 2020 | $ 982 | $ 45,932,453 | $ 4,053 | 24,018 | 1,306,257 | (761) | (29,171,885) | 24,239 | (27,861,575) | |||||
Balance at ending (in Shares) at Dec. 31, 2020 | 9,816,667 | [1] | 58,554,536 | 4,053,489 | ||||||||||
Sale of 25,000,000 Units, net of underwriting discount, offering expenses and fair value of public warrants | $ 2,500 | 226,381,992 | 226,384,492 | |||||||||||
Sale of 25,000,000 Units, net of underwriting discount, offering expenses and fair value of public warrants (in Shares) | 25,000,000 | |||||||||||||
Sale of 700,000 Private Placement Units, net of fair value of private warrants | $ 70 | 6,720,513 | 6,720,583 | |||||||||||
Sale of 700,000 Private Placement Units, net of fair value of private warrants (in Shares) | 700,000 | |||||||||||||
Net income (loss) | (767,176) | (4,056,000) | (767,176) | (4,056,000) | ||||||||||
Other comprehensive loss | (12,000) | (12,000) | ||||||||||||
Share-based compensation | 211,000 | 211,000 | ||||||||||||
Shares issued for stock options exercised | $ 1,000 | 213,000 | 214,000 | |||||||||||
Shares issued for stock options exercised (in Shares) | 1,079,591 | |||||||||||||
Shares issued for stock warrants exercised | 30,000 | 30,000 | ||||||||||||
Shares issued for stock warrants exercised (in Shares) | 99,000 | |||||||||||||
Common stock subject to possible redemption | $ (2,500) | (233,126,523) | (16,870,977) | (250,000,000) | ||||||||||
Common stock subject to possible redemption (in Shares) | (25,000,000) | |||||||||||||
Balance at ending at Mar. 31, 2021 | $ 982 | $ 70 | $ 45,932,000 | $ 5,000 | 1,760,000 | (17,638,914) | (33,228,000) | (12,000) | (17,637,862) | (31,475,000) | ||||
Balance at ending (in Shares) at Mar. 31, 2021 | 9,816,667 | 700,000 | 58,554,536 | 5,232,080 | ||||||||||
Forfeiture of Class B common stock held by initial stockholders | $ (125) | 125 | ||||||||||||
Forfeiture of Class B common stock held by initial stockholders (in Shares) | (1,250,000) | |||||||||||||
Net income (loss) | 1,019,064 | (56,333,000) | 1,019,064 | (56,333,000) | ||||||||||
Other comprehensive loss | (2,000) | (2,000) | ||||||||||||
Share-based compensation | 353,000 | 353,000 | ||||||||||||
Shares issued for stock options exercised | 17,000 | 17,000 | ||||||||||||
Shares issued for stock options exercised (in Shares) | 74,847 | |||||||||||||
Balance at ending at Jun. 30, 2021 | $ 857 | $ 70 | $ 45,932,000 | $ 5,000 | 2,130,000 | (16,619,725) | (89,561,000) | (14,000) | (16,618,798) | (87,440,000) | ||||
Balance at ending (in Shares) at Jun. 30, 2021 | 8,566,667 | 700,000 | 58,554,536 | 5,306,927 | ||||||||||
Net income (loss) | (5,763,793) | (28,276,000) | (5,763,793) | (28,276,000) | ||||||||||
Other comprehensive loss | (50,000) | (50,000) | ||||||||||||
Share-based compensation | 1,485,000 | 1,485,000 | ||||||||||||
Shares issued for stock options exercised | $ 1,000 | 123,000 | 124,000 | |||||||||||
Shares issued for stock options exercised (in Shares) | 646,731 | |||||||||||||
Balance at ending at Sep. 30, 2021 | $ 857 | $ 70 | $ 45,932,000 | $ 6,000 | $ 3,738,000 | $ (22,383,518) | $ (117,837,000) | $ (64,000) | $ (22,382,591) | $ (114,157,000) | ||||
Balance at ending (in Shares) at Sep. 30, 2021 | 8,566,667 | 700,000 | 58,554,536 | 5,953,658 | ||||||||||
[1] | This number includes up to 1,250,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Deficit (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net of issuance costs | $ 40,800 | $ 18,500 | $ 20,000 | $ 13,300 | |
Athena Technology Acquisition Corp | |||||
Sale of units, net of underwriting discount, offering expenses and fair value of public warrants (in Shares) | 25,000,000 | ||||
Sale of private placement units, net of fair value of private warrants (in Shares) | 700,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (28,276,000) | $ (88,665,000) | $ (4,387,000) | $ (7,437,340) | $ (7,329,896) | |
Depreciation and amortization | 272,000 | 98,000 | 139,304 | 46,146 | ||
Share-based compensation | 2,049,000 | 208,000 | 278,202 | 269,918 | ||
SAFE instrument remeasurement | 62,993,000 | |||||
Warrant remeasurement | 2,604,000 | 1,000 | ||||
Other non-cash operating activities | 947,000 | 70,000 | ||||
Non-cash operating lease cost | 133,608 | 64,417 | ||||
Loss on warrant valuation | 7,495 | 21,448 | ||||
Changes in assets and liabilities: | ||||||
Receivables | (94,000) | (40,000) | ||||
Interest receivable | (46,000) | |||||
Other long-term assets | (3,864,000) | |||||
Accrued expenses and other current liabilities | 1,921,000 | 66,000 | ||||
Contract liabilities | 1,660,000 | |||||
Other long-term liabilities | 69,000 | (70,000) | ||||
Accounts receivable trade, net | 293,884 | |||||
Prepaid and other current assets | 1,170,000 | (47,000) | (150,335) | 220,467 | ||
Trade payables | 1,347,000 | (130,000) | (50,950) | 238,238 | ||
Accrued expenses and other payables | 212,019 | (22,787) | ||||
Operating lease liabilities | (510,000) | (133,608) | (64,417) | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Net cash used in operating activities | (18,147,000) | (4,231,000) | (7,001,605) | (6,262,582) | ||
Proceeds from exercise of stock options | 355,000 | 22,000 | 32,736 | 67,838 | ||
Proceeds from exercise of common stock warrants | 30,000 | |||||
Other financing costs | (1,487,000) | |||||
Proceeds from issuance of preferred shares, net of issuance costs of $13.3 thousand and $20.0 thousand, respectively | 10,241,714 | 14,686,701 | ||||
Proceeds from preferred shares, net of issuance costs of $59.3 thousand | 10,242,000 | |||||
Proceeds from SAFE instruments, net of issuance costs of $30.1 thousand | 83,411,000 | |||||
Proceeds from Paycheck Protection Program loan | 411,000 | 410,941 | ||||
Repayments on Paycheck Protection Program loan | (411,000) | |||||
Net cash provided by financing activities | 81,898,000 | 10,675,000 | 10,685,391 | 14,754,539 | ||
INCREASE IN CASH AND CASH EQUIVALENTS | 23,292,000 | 6,230,000 | 3,389,254 | 8,049,812 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 18,334,000 | 14,945,000 | 14,945,000 | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | $ 18,334,000 | 41,626,000 | 41,626,000 | 21,175,000 | 18,334,000 | 14,945,000 |
Cash, beginning of period | 18,334,079 | 14,944,825 | 14,944,825 | 6,895,013 | ||
Cash, end of the period | 18,334,079 | 18,334,079 | 14,944,825 | |||
Cash paid for interest | ||||||
Cash paid for incomes taxes, net | ||||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 16,685,000 | 601,000 | 600,687 | 73,278 | ||
Capitalization of property, plant and equipment incurred but not yet paid | 369,000 | 24,668 | 72,179 | |||
Operating lease right-of-use asset recorded on adoption of ASC 842 | 136,111 | |||||
Cash Flows from investing activities: | ||||||
Purchases of property, plant, and equipment | (1,428,000) | (214,000) | (294,532) | (442,145) | ||
Purchases of available-for-sale investments | (41,647,000) | |||||
Maturities of available-for-sale investments | 4,300,000 | |||||
Acquisition of HelioHeat, net of cash acquired | (1,684,000) | |||||
Net cash used in investing activities | (40,459,000) | $ (214,000) | (294,532) | $ (442,145) | ||
Athena Technology Acquisition Corp [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | (761) | (5,763,793) | (5,511,905) | |||
Interest on marketable securities held in Trust Account | (13,873) | |||||
Offering costs allocated to warrants | 566,948 | |||||
Change in fair value of warrant liability | 4,197,665 | 1,392,083 | ||||
Prepaid expenses | (283,708) | |||||
Other non-current assets | (110,473) | |||||
Accrued offering costs and expenses | 2,502,189 | |||||
Due to related party | 8,391 | |||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Formation cost paid by Sponsor | 761 | |||||
Net cash used in operating activities | (1,450,348) | |||||
Proceeds from sale of Units, net of underwriting discount | 245,000,000 | |||||
Proceeds from sale of Private Placement Units | 7,000,000 | |||||
Payment of offering costs | (372,927) | |||||
Net cash provided by financing activities | 251,627,073 | |||||
Net change in cash | 176,725 | |||||
Cash, beginning of period | ||||||
Cash, end of the period | $ 176,725 | 176,725 | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | |||||
Initial classification of common stock subject to possible redemption | 250,000,000 | |||||
Deferred offering costs paid by Sponsor under the promissory note | 11,739 | |||||
Change in common stock subject to possible redemption | 13,873 | |||||
Deferred offering costs included in accrued offerings costs and expenses | $ 5,000 | |||||
Initial classification of warrant liability | 10,258,582 | |||||
Deferred underwriters’ discount payable charged to additional paid-in capital | 8,750,000 | |||||
Cash Flows from investing activities: | ||||||
Investment of cash in Trust Account | (250,000,000) | |||||
Net cash used in investing activities | $ (250,000,000) |
Condensed Statement of Cash F_2
Condensed Statement of Cash Flows (Unaudited) (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net of issuance costs | $ 13.3 | $ 20 | ||
Preferred Shares [Member] | ||||
Net of issuance costs | $ 59,300 | $ 59,300 | ||
SAFE Instruments [Member] | ||||
Net of issuance costs | $ 30,100 | $ 30,100 |
Organization and Operations
Organization and Operations | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Organization and Operations [Line Items] | |||
Organization and Operations | 1. Organization and Operations Background Heliogen, Inc. and its subsidiaries (collectively, “Heliogen” or the “Company”), is a clean energy technology company focused on eliminating the need for fossil fuels. Unless otherwise indicated or the context requires otherwise, references in our Condensed Consolidated Financial Statements (“Financial Statements”) to “we,” “our,” “us” and similar expressions refer to Heliogen. Our activities are subject to significant risks and uncertainties, including failing to secure additional funding or contracts to operationalize our developing technology. We experienced net losses of $28.3 million and $1.7 million for the three months ended September 30, 2021 and 2020, respectively, and $88.7 -term The Company believes that its available cash and available -for-sale COVID-19 Impact and Related Government Measures On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID -19 -19 -at-home -19 Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, Consolidated Appropriations Act (“CAA”), and American Rescue Plan of 2021 (“ARP”) On March 27, 2020, President Trump signed into law the CARES Act which, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the SBA Paycheck Protection Program (“PPP”) loans that are forgivable, in certain situations, to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID -19 We continue to examine the impact that the CARES Act may have on our business. However, as of the date of these Financial Statements, we do not expect the CARES Act will have a material impact on our financial condition, results of operations, or liquidity. On December 29, 2020 the CAA was enacted in the United States providing numerous tax provisions, including changes to the tax treatment of expenses paid for with a PPP loan from non -deductible | 1. Organization and Operations Heliogen is a clean energy company focused on eliminating the need for fossil fuels. Our mission is to create the world’s first technology that can commercially replace fossil fuels in industrial processes with carbon -free -high Our activities are subject to significant risks and uncertainties, including failing to secure additional funding or contracts to operationalize our current technology before another company develops similar technology. We have experienced net losses of $7.4 The Company believes that its available cash as of December 31, 2020, together with the net proceeds received from the 2021 Simple Agreement for Future Equity (“SAFE”) Transaction, as described in the subsequent events footnote, will be sufficient to fund liquidity and capital expenditure requirements for at least the next 12 COVID-19 Pandemic On January -19 -19 -at-home -19 Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID -19 -19 Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, Consolidated Appropriations Act (“CAA”), and American Rescue Plan of 2021 (“ARP”) On March It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID -19 We continue to examine the impact that the CARES Act may have on our business. Currently, we are unable to determine the impact that the CARES Act will have on our financial condition, results of operations, or liquidity. On December -deductible | |
Athena Technology Acquisition Corp [Member] | |||
Organization and Operations [Line Items] | |||
Organization and Operations | Note 1 — Organization, Business Operation and Going Concern Consideration Athena Technology Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December As of December -operating The Company’s sponsor is Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of 25,000,000 units at $10.00 per unit (the “Public Units”) (or 28,750,000 Public Units if the underwriters’ over -allotment The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Public Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Units, will be held in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 -initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per -share The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 -share The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares, Private Placement Shares (as defined in Note 4 ) and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive its redemption rights with respect to any Founder Shares, Private Placement Shares and public shares it holds in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive its right to liquidating distributions from the Trust Account with respect to any Founder Shares it holds if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote its Founder Shares, Private Placement Shares and any public shares purchased during or after the Proposed Public Offering in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of December | Note 1 — Organization and Business Operations Athena Technology Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 8, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2021 (the “Effective Date”). On March 19, 2021, the Company consummated the IPO of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 4. Each Unit consists of one share of common stock, and one -third Simultaneously with the closing of the IPO, the Company consummated the sale of 700,000 Private Placement Units (the “Private Placement Warrants”), at a price of $10.00 per Private Placement Unit, in a private placement to Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,000,000, which is discussed in Note 5. Transaction costs of the IPO amounted to $14,203,291 consisting of $5,000,000 of underwriting discount, $8,750,000 of deferred underwriting discount, and $453,291 of other offering costs and of which $566,948 were allocated to expense associated with the warrant liability. Following the closing of the IPO on March 19, 2021, $250,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 -initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per -share consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares, Private Placement Shares (as defined in Note 3) and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares, Private Placement Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote their Founder Shares, Private Placement Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Merger Agreement On July 7, 2021, the Company entered into a definitive agreement for a business combination with Heliogen, Inc. (“Heliogen”) a leading provider of AI -enabled The business combination is structured as a statutory merger of the Company and Heliogen, with Heliogen surviving the merger as a wholly owned subsidiary of the Company. All of Heliogen’s stockholders are expected to rollover their equity into the combined company and to receive shares of the Company’s Class A common stock at closing as consideration. Completion of the proposed transaction is subject to customary closing conditions, including the approval of the Company’s and Heliogen’s respective stockholders and regulatory approvals, and is expected to occur in the fourth calendar quarter of 2021. In connection with the execution of the definitive business combination agreement, the Company entered into subscription agreements, dated on or about July 6, 2021 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 16,500,000 shares of common stock, for a purchase price of $10.00 per share, for an aggregate purchase price of $165,000,000, to be issued immediately prior to and conditioned upon the effectiveness of the consummation of the business combination. The obligations of each party to consummate the transactions pursuant to the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the business combination. On August 30, 2021, the Company received a litigation demand letter (the “Class Vote Demand”) on behalf of Athena stockholder FWD LKNG GDD Irrevocable Trust. The Demand alleges that the Company violated Section 242(b)(2) of the Delaware General Corporation Law by not requiring separate class votes for holders of the Company’s Class A and Class B Common Stock in connection with the Company’s proposed transaction with Heliogen, Inc (“Heliogen”). According to the Class Vote Demand, a class vote is required under Section 242(b)(2) because consideration to the stockholders of Heliogen will be paid in newly issued Common Stock, following elimination of the Class B Common Stock. While such separate class vote is not required pursuant to Section 242(b)(2) of the DGCL, the Company has concluded that such separate class vote is advisable to prevent disruption to the proposed transaction with Heliogen, and to avoid the delay and expense of potential litigation and will amend its Form S -4 Liquidity and Going Concern Consideration As of September 30, 2021, the Company had approximately $177,000 in its operating bank account, and a working capital deficit of approximately $2.1 million, which includes approximately $2.2 million of accrued professional fees not due to be paid until the consummation of the merger. The Company’s liquidity needs up to March 19, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 and offering costs and expenses paid for by related parties (see Note 6). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID -19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation Basis of Presentation. In our opinion, the Financial Statements have been prepared on the same basis as the annual financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. Certain immaterial prior period amounts, specifically warrant remeasurement, has been reclassified to conform to current period presentation. The results of operations for the three and nine months ended September 30, 2021, are not necessarily indicative of the results of operations to be expected for the full year ended December 31, 2021. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated. Investments in Available-for-Sale Securities Management classifies investments in fixed maturity securities at the acquisition date and reevaluates the classification at each balance sheet date. Held -to-maturity -for-sale -credit -for-sale The Company reviews its available -for-sale -credit basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis. Subsequent activity related to the credit loss component (e.g. write -offs -for-sale For the nine months ended September 30, 2021, no credit losses were recognized on available -for-sale Investment in Point Load Power, Inc. (“PLP”) PLP is a variable interest entity in which we have a variable interest in the form of less than 50% equity ownership and has been winding down its operations since late 2020. We have concluded that we are not closely associated with PLP, and PLP’s other variable interest holders are not under our common control. Additionally, based on PLP’s purpose, design, and its contractual arrangements, substantially all PLP’s business activities do not involve, nor are they substantially conducted on behalf of us. Accordingly, we are not PLP’s primary beneficiary, and therefore have not consolidated PLP within our Condensed Financial Statements. The carrying value of our investment in PLP was zero as of September 30, 2021 and December 31, 2020 and we have no obligations to fund any of PLP’s remaining operations. Correction of immaterial errors Subsequent to issuing the Condensed Consolidated Financial Statements as of June 30, 2021 and March 31, 2021, management identified immaterial errors related to accrued payroll and revenue recognized for our Engineering & Design (“E&D”) services contract. These errors resulted in the overstatement of net losses reported for the three and six months ended June 30, 2021 and the three months ended March 31, 2021. In our accrual of payroll at June 30, 2021 and March 31, 2021, we incorrectly over accrued payroll costs due to a miscalculation of days to be accrued resulting in an overstatement of accrued payroll and selling, general and administrative expense. Additionally, in our analysis of costs incurred for our E&D services contract and determination of revenue to be recognized, we identified errors for the three and six months ended June 30, 2021, and three months ended March 31, 2021 due to incorrect identification and classification of costs. These errors resulted in an overstatement of contract liabilities with an understatement of revenues in addition to an understatement of cost of sales and overstatement of research and development expense. We previously revised revenue recognition for the three months ended March 31, 2021 resulting in a reduction of revenue and cost of sales of $0.2 million with increases to contract liabilities and research and development expense. This amount is included in the revisions summarized below. Based on evaluation of the errors, management has concluded that the prior period errors were immaterial to the previously issued financial statements. As such, management has elected to correct the identified, immaterial errors in the prior periods. In doing so, balances in these Condensed Consolidated Financial Statements have been adjusted to reflect the correction in the proper periods. Future financial statements that include prior periods will be corrected, as needed, when issued. The effects of correcting the immaterial errors in our previously filed Condensed Consolidated Financial Statements are as follows: Condensed Consolidated Balance Sheets As of June 30, 2021 As of March 31, 2021 As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Total assets $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Accrued expenses and other current liabilities (1) 2,663 (271 ) 2,392 997 (191 ) 806 Total current liabilities 6,466 (546 ) 5,920 4,019 (116 ) 3,903 Accumulated deficit (90,107 ) 546 (89,561 ) (33,344 ) 116 (33,228 ) Total shareholders’ deficit (87,986 ) 546 (87,440 ) (31,591 ) 116 (31,475 ) Total liabilities, convertible preferred stock, and shareholders’ deficit $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 ____________ (1) At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended Six Months Ended As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Revenue $ 687 $ 158 $ 845 $ 1,086 $ 275 $ 1,361 Cost of sales 687 158 845 1,086 275 $ 1,361 Gross profit — — — — — — Selling, general and administrative 4,340 (80 ) 4,260 6,683 (271 ) 6,412 Research and development 2,823 (158 ) 2,665 4,548 (275 ) 4,273 Total operating expenses 7,163 (238 ) 6,925 11,231 (546 ) 10,685 Operating loss $ (7,163 ) $ 238 $ (6,925 ) $ (11,231 ) $ 546 $ (10,685 ) Net loss $ (56,571 ) $ 238 $ (56,333 ) $ (60,935 ) $ 546 $ (60,389 ) Total comprehensive loss $ (56,573 ) $ 238 $ (56,335 ) $ (60,949 ) $ 546 $ (60,403 ) Loss per share – Basic $ (10.72 ) $ 0.04 $ (10.68 ) $ (12.03 ) $ 0.11 $ (11.92 ) Loss per share – Diluted $ (10.72 ) $ 0.04 $ (10.68 ) $ (12.03 ) $ 0.11 $ (11.92 ) Three Months Ended As Initially Reported Adjustments As Revised Revenue $ 591 $ (75 ) $ 516 Cost of sales 591 (75 ) 516 Gross profit — — — Selling, general and administrative 2,343 (191 ) 2,152 Research and development 1,533 75 1,608 Total operating expenses 3,876 (116 ) 3,760 Operating loss $ (3,876 ) $ 116 $ (3,760 ) Net loss $ (4,172 ) $ 116 $ (4,056 ) Total comprehensive loss $ (4,184 ) $ 116 $ (4,068 ) Loss per share – Basic $ (0.86 ) $ 0.02 $ (0.84 ) Loss per share – Diluted $ (0.86 ) $ 0.02 $ (0.84 ) The adjustments summarized above and below reduced the increases to Accumulated Deficit and Total Shareholders’ Deficit presented in the Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Deficit for the three months ended June 30, 2021 and March 31, 2021 by $0.2 million and $0.1 million, respectively. Condensed Consolidated Statements of Cash Flows Six Months Ended Three Months Ended As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Net loss $ (60,935 ) $ 546 $ (60,389 ) $ (4,172 ) $ 116 $ (4,056 ) Changes in asset and liabilities: Accrued expenses and other current liabilities (1) 1,384 (271 ) 1,113 418 (191 ) 227 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Net cash used in operating activities $ (8,502 ) $ — $ (8,502 ) $ (625 ) $ — $ (625 ) ____________ (1) At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. Accounting standards The following table provides a brief description of recent accounting standards updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that could have a material effect on our Financial Statements: Standards adopted Standard Description Date of Adoption Effect on the Financial Statements or Other ASU No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The standard simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. January 2021 The adoption of ASU No. 2019 -12 Standards not yet adopted Standard Description Effective Date Effect on the Financial Statements or Other ASU No. 2020 -06 Debt with Conversion and Other Options This standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity January 2022 We are currently evaluating ASU No. 2020 -06 -06 ASU No. 2021 -04 Modification of equity -classified written call options This standard requires the issuer to treat a modification of an equity -classified -classified January 2022 We are currently evaluating ASU No. 2021 -04 -04 | 2. Summary of Significant Accounting Policies Basis of Presentation. Use of Estimates. -based -lived Fair Value Measurements Level 1 — Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model -derived Level 3 — Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability. Cash and Cash Equivalents. Accounts Receivable Trade at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We typically do not include extended payment terms in our contracts with customers. As of December Accounts Receivable, Unbilled -term As of December Allowance for Credit Losses. -19 -offs -13 -Credit -19 Standards adopted. As of December Property, Plant and Equipment. -level We begin depreciation for our property, plant, and equipment when the assets are placed in service. We consider such assets to be placed in service when they are both in the location and condition for their intended use. We compute depreciation expense using the straight -line Useful Lives in Years Leasehold improvements 5 Computer equipment and software 2 Machinery, vehicles, and other equipment 5 Furniture and fixtures 2 Asset Impairments. -lived -lived -lived -lived -lived -period -lived -lived -lived When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, we measure any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third -party d/or We consider a long -lived -lived Variable Interest Entities (“VIE”). Advertising Costs Leases. We subsequently recognize the cost of operating leases on a straight -line related to the leased assets, such as maintenance charges, are included as part of the lease costs. Leases with an initial term of one year or less are considered short -term -term -line Many of our leases contain renewal options that are exercisable at our discretion. At the commencement date of a lease, we include in the lease term any periods covered by a renewal option, to the extent we are reasonably certain to exercise such options. In making this determination, we seek to align the lease term with the expected economic life of the underlying asset. Deferred Revenue. -term As of December Revenue Recognition — Engineering & Development (“E&D”) -price Incurred costs include all direct material, labor, and subcontract costs, and those indirect costs related to contract performance, such as indirect labor, supplies, and tools. Project material costs are included in incurred costs when the project materials have been installed by being permanently attached or fitted. Cost -based Research and Development. Concentration of Credit Risk: -quality We perform credit evaluations of our customers’ financial condition whenever deemed necessary. We maintain an allowance for credit losses based on the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness, current economic trends, and reasonable and supportable forecasts. Customer Concentration Risk. Share -Based Compensation. -based -based -based -line -based -end Income Taxes. Income tax expense includes (i) deferred tax expense, which generally represents the net change in deferred tax assets or liabilities during the year plus any change in valuation allowances, and (ii) current tax expense, which represents the amount of tax currently payable to or receivable from taxing authorities. We only recognize tax benefits related to uncertain tax positions that are more likely than not of being sustained upon examination. For those positions that satisfy such recognition criteria, the amount of tax benefit that we recognize is the largest amount of tax benefit that is more likely than not of being sustained on ultimate settlement of the uncertain tax position. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. Related Party Transactions. Accounting standards The following table provides a brief description of recent accounting standards updated (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that could have a material effect on our Financial Statements: Standards adopted Standard Description Date of Effect on the Financial ASU No. 2016 -13 Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (as amended by ASU No. 2018 -19 ) This standard amends current guidance on the impairment of financial instruments by adding an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its life of asset estimate of expected credit losses at the time of recognition of the related asset. January 2020 On January -13 -13 Standard Description Date of Effect on the Financial Statements or Other ASU No. 2016 -02 Leases This standard introduces a lessee model that brings most leases on the balance sheet. This will increase a lessee’s reported assets and liabilities — in some cases very significantly. Lessor accounting remains substantially similar to current U.S. GAAP. January 2019 We adopted ASU No. 2016 -02 -11 ASU No. 2014 -09 Revenue from Contracts with Customers (Topic 606), as clarified and amended by ASU 2015 -14 , ASU 2016 -08 , ASU 2016 -10 , ASU 2016 -12 , and ASU 2016 -20 This standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry -specific January 2018 We applied the modified retrospective transition method to all contracts upon the adoption of ASU 2014 -09 Standards not yet adopted Standard Description Date of Effect on the Financial ASU No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The standard simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. January 2021 The adoption of ASU No. 2019 -12 -12 ASU No. 2020 -06 Debt with Conversion and Other Options This standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity January 2022 We are currently evaluating ASU No. 2020 -06 -06 | |
Athena Technology Acquisition Corp [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Summary of Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stocks outstanding during the period, excluding common stocks subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,250,000 common stocks that are subject to forfeiture if the over -allotment Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815 -40 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -operating Common Stock Subject to Possible Redemption All of the 25,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the nine months ended September 30, 2021. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations includes a presentation of net loss per share for Class A and Class B common Stock. Net loss per share for Class A and Class B common stock, basic and diluted, is calculated by dividing the proportionate share of net loss by the weighted average number of shares outstanding for the period. Reconciliation of Net Loss per Common Share The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Nine Months Class A Common Stock Numerator: Net loss allocable to Class A common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class B common stock (1,440,948 ) (1,753,788 ) Proportionate share of net loss $ (4,322,845 ) $ (3,758,117 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 25,700,000 18,357,143 Basic and diluted net loss per share $ (0.17 ) $ (0.20 ) Class B Common Stock Numerator: Net loss allocable to Class B common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class A common stock (4,322,845 ) (3,758,117 ) Proportionate share of net loss $ (1,440,948 ) $ (1,753,788 ) Weighted average shares outstanding, basic and diluted 8,566,667 8,566,667 Basic and diluted net loss per common share $ (0.17 ) $ (0.20 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked diluted earnings per share calculation in certain areas. ASU 2020 -06 -06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Proposed Public Offering
Proposed Public Offering | 1 Months Ended |
Dec. 31, 2020 | |
Athena Technology Acquisition Corp [Member] | |
Proposed Public Offering [Abstract] | |
Proposed Public Offering | Note 3 — Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 25,000,000 Public Units, (or 28,750,000 Public Units if the underwriters’ over -allotment -third |
Private Placement
Private Placement | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Athena Technology Acquisition Corp [Member] | ||
Private Placement [Line Items] | ||
Private Placement | Note 4 — Private Placement The Sponsor has agreed to purchase an aggregate of 700,000 Private Placement Units at a price of $10.00 per unit, or $7,000,000 in a private placement that will close simultaneously with the closing of the Proposed Public Offering. Each Private Placement Unit will be identical to the Public Units sold in the Proposed Public Offering, except as described below. The Private Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, Each Private Placement Unit will consist of one share of Class A common stock (the “Private Placement Shares”) and one -third -redeemable | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 700,000 Private Placement Units at a price of $10.00 per Private Placement Units, for an aggregate purchase price of $7,000,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust. Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one -third Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants will be non -redeemable |
Related Party Transactions
Related Party Transactions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Line Items] | |||
Related Party Transactions | 11. Related Party Transactions Idealab The Chief Executive Officer of our Company also serves as the Chairman of Idealab. Idealab, a minority owner of Heliogen’s outstanding voting stock through its wholly owned subsidiary, Idealab Holdings provides various services through service agreements which include leasing office space, accounting, human resources, legal, information technology, marketing, public relations, and certain other executive services. On occasion, Idealab may pay for certain expenses on our behalf, for which we reimburse Idealab. These expenses, include parking, postage, tax return preparation fees, patent fees, corporate filing fees, press release cost and are not considered related party. No such expenses were paid on our behalf nor reimbursements made for the three and nine months ended September 30, 2021. All expenses or amounts paid to Idealab pursuant to these agreements are reported within selling, general, and administrative in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The amounts charged to us or reimbursed by us under these agreements were as follows ($ in thousands): Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Administrative services provided by $ 314 $ 141 $ 1,066 $ 403 Reimbursement to Idealab for expenses incurred — 86 — 233 Total Idealab transactions $ 314 $ 227 $ 1,066 $ 636 In May 2021, Heliogen sub -leased seven Note 12– Commitments and Contingencies -lease -lease -lease NeoTribe Ventures I, LP, Nant Capital, LLC, and Prime Movers Lab Fund 1, LP As of September 30, 2021 each entity has an ownership percentage greater than 10% and representation through positions on the Board. Other than compensation for services provided on the Board through stock option grants, there are no other material transactions with any of these entities. | 12. Related Party Transactions Idealab The Chairman of Idealab also serves as the Chief Executive Officer of our Company. Idealab, a minority owner of Heliogen’s outstanding voting stock through its wholly owned subsidiary, Idealab Holdings, LLC, provides various services through a service agreement which includes leasing office space, accounting, human resources, legal, information technology, marketing, public relations, and certain other executive services We are charged a fee for the specific services provided and these fees totaled $536.5 thousand and $553.9 thousand for the years ended December On occasion, Idealab may pay for certain expenses on our behalf, or which we reimburse Idealab. These expenses, include parking, postage, tax return preparation fees, patent fees, corporate filing fees, press release cost and are not considered related party. These fees totaled $280.7 thousand and $280.6 thousand for the years ended December NeoTribe Ventures I, LP Nant Capital, LLC, and Prime Movers Lab Fund 1, LP As of December | |
Athena Technology Acquisition Corp [Member] | |||
Related Party Transactions [Line Items] | |||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December -allotment The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $12.00 for any 20 trading days within a 30 -trading -trading -trading earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock -up -up Promissory Note — Related Party On December -interest Related Party Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non -interest -Business Administrative Service Fee Commencing on the date of the Proposed Public Offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. | Note 6 — Related Party Transactions Founder Shares On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 9,816,667 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). Up to 1,250,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over -allotment -allotment The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $12.00 for any 20 trading days within a 30 -trading -trading -trading -up -up Due to Related Party Commencing on the date the securities of the Company were first listed on the New York Stock Exchange, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. A total of $64,516 has been accrued as of September 30, 2021. Promissory Note — Related Party On January 8, 2021, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non -interest Related Party Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non -interest-bearing -Business |
Commitments & Contingencies
Commitments & Contingencies | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments & Contingencies [Line Items] | |||
Commitments & Contingencies | 12. Commitments and Contingencies Commitments Pasadena, CA Lease. seven -year -of-use A portion of the office space subject to the Pasadena Office Lease is being subleased to Idealab. Refer to Note 11 — Related Party Transactions Long Beach Lease. -year -of-use payments for the Long Beach Office Lease were $0.4 million for the remainder of 2021; $1.6 million for 2022; $1.6 million for 2023; $1.7 million for 2024; $1.8 million for 2025; and $10.3 million thereafter with imputed interest of approximately $5.3 million based on a discount rate of 7.0%. The remaining lease term is approximately 10.0 years. As security for Heliogen’s faithful performance of its obligations under the Long Beach Lease noted above, a commercial bank issued an unconditional and irrevocable standby letter of credit on behalf of the Company for $1.5 million. The standby letter of credit is valid until cancelled or matured. The terms of the letter of credit are automatically extended for a term of one year at a time unless 60 days prior to the then current expiration date, the commercial bank sends the Company a notice that the letter of credit will not be extended. The Company intends to renew the standby letter of credit through the initial lease term at which point this standby letter of credit will not be extended beyond November 30, 2026. No amounts have been drawn under the standby letter of credit. Contingencies We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, and other miscellaneous claims. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our Financial Statements as of and for the nine months ended September 30, 2021. As of September 30, 2021, there were no accruals recorded in the Financial Statements for loss contingencies. In August 2021, the Company reached settlement with a former employee related to certain matters. The settlement included a cash payment of $0.1 million and a modification, as defined under U.S. GAAP, to the former employee’s stock options resulting in additional stock -based | 13. Commitments and Contingencies Litigation, claims and assessments We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, and other miscellaneous claims. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our Financial Statements. As of December 31, 2020 and 2019, there were no loss contingencies outstanding. | |
Athena Technology Acquisition Corp [Member] | |||
Commitments & Contingencies [Line Items] | |||
Commitments & Contingencies | Note 6 — Commitments & Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Proposed Public Offering, (ii) Private Placement Units (including securities contained therein), which will be issued in a private placement simultaneously with the closing of the Proposed Public Offering and the shares of Class A common stock underlying such Private Placement Units and (iii) Private Placement Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriters Agreement The Company will grant the underwriters a 45 -day -allotments The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $5,000,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering upon the completion of the Company’s initial Business Combination. | Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Units (including securities contained therein), which will be issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Placement Units and (iii) Private Placement Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement that were signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriting Agreement On March 19, 2021, the Company paid an underwriting discount of $5,000,000. Additionally, the underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, see Note 1, Merger Agreement for the litigation demand. |
Stockholders' Equity
Stockholders' Equity | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Athena Technology Acquisition Corp [Member] | ||
Stockholders' Equity [Line Items] | ||
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred stock Class A common stock Class B common stock -allotment Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one -for-one -linked Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as -converted -linked -linked Warrants The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stocks issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Once the warrants become exercisable, the Company may call the warrants for redemption for cash: • • • -day • -trading In addition, if the Company issues additional shares of common stock or equity -linked | Note 8 — Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock -allotment -allotment Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one -for-one -linked -converted -linked -linked |
Subsequent Events
Subsequent Events | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Line Items] | |||
Subsequent Events | 14. Subsequent Events In preparing the Financial Statements, we have evaluated subsequent events occurring after December SAFE Transaction • -money • -2 -money • -money • | ||
Athena Technology Acquisition Corp [Member] | |||
Subsequent Events [Line Items] | |||
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Athena Technology Acquisition Corp [Member] | |
Restatement of Previously Issued Financial Statements [Line Items] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re -evaluated -10-99 -evaluation -10-S99 -in In connection with the change in presentation for the Public Shares, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock pro rata in the income (loss) of the Company. In accordance with SEC Staff Accounting Bulletin No. Impact of the Restatement The impact to the balance sheet as of March 19, 2021, the balance sheet as of March 31, 2021 and the balance sheet as of June 30, 2021 is presented below: Balance Sheet as of March 19, 2021 As Reported Adjustment As Restated Common Stock subject to possible redemption $ 227,542,138 $ 22,457,862 $ 250,000,000 Class A common stock, $0.0001 par value 295 (225 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,586,660 (5,586,660 ) — Accumulated Deficit (587,936 ) (16,870,977 ) (17,458,913 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,457,862 ) $ (17,457,861 ) Number of shares subject to redemption 22,754,214 2,245,786 25,000,000 Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 227,362,131 $ 22,637,869 $ 250,000,000 Class A common stock, $0.0001 par value 296 (226 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,766,666 (5,766,666 ) — Accumulated Deficit (767,937 ) (16,870,977 ) (17,638,914 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (22,637,869 ) $ (17,637,862 ) Number of shares subject to redemption 22,736,213 2,263,787 25,000,000 Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 24, 2021) Weighted average shares outstanding, redeemable Class A common stock 22,752,829 (19,419,496 ) 3,333,333 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ (0.06 ) $ (0.06 ) Weighted average shares outstanding, non-redeemable Class A and Class B common stock 8,992,369 (332,369 ) 8,660,000 Basic and diluted net income per share, non-redeemable Class A and Class B common stock (0.09 ) 0.03 (0.06 ) Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 228,381,200 $ 21,618,800 $ 250,000,000 Class A common stock, $0.0001 par value 286 (216 ) 70 Class B common stock, $0.0001 par value 857 — 857 Additional Paid in Capital 4,747,731 (4,747,731 ) — Retained Earnings (Accumulated Deficit) 251,127 (16,870,853 ) (16,619,726 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (21,618,800 ) $ (16,618,799 ) Number of shares subject to redemption 22,838,120 2,161,880 25,000,000 Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) As Reported Adjustment As Restated Weighted average shares outstanding, redeemable Class A common stock 22,987,181 2,012,819 25,000,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.03 $ 0.03 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 11,529,334 (2,262,667 ) 9,266,667 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.09 $ (0.06 ) $ 0.03 Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Weighted average shares outstanding, redeemable Class A common stock 22,738,853 (8,512,334 ) 14,226,519 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.01 $ 0.01 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 10,267,860 (1,302,850 ) 8,965,010 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.02 $ (0.01 ) $ 0.01 |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Athena Technology Acquisition Corp [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering | Note 4 — Initial Public Offering Public Units On March 19, 2021, the Company sold 25,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one share of Class A common stock, and one -third Public Warrants Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the initial Business Combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stocks issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • • -trading In addition, if the Company issues additional shares of common stock or equity -linked |
Fair Value Instruments
Fair Value Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Instruments [Line Items] | |
Fair Value Instruments | 13. Fair Value Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories: Level 1 — Fair value is based on quoted prices for identical instruments in active markets Level 2 — Fair value is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model -derived Level 3 — Fair value is based on valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable The Company’s assets and liabilities measured at fair value are summarized in the following table by fair value measurement level ($ in thousands): Description Level September 30, 2021 Assets: Investments 1 $ 36,869 Liabilities: SAFE Instruments 3 $ 146,405 Warrants (1) 3 $ 2,650 ____________ (1) The following table summarizes the reconciliation of our level 3 fair value measurements ($ in millions): Instrument (1) January 1, Issuances (2) Losses September 30, SAFE Instruments $ — $ 83.4 $ 63.0 $ 146.4 ____________ (1) (2) The fair value of the SAFE Instruments and warrants were estimated using a Black -Scholes SPAC Private Scenario probability weighting 85 % 15 % Expected term (in years) 0.6 2.1 Expected volatility 55.0 % 20.0 % Risk-free interest rate 0.1 % 0.3 % Dividend yield — — The table below summarizes key inputs used in the valuation for the warrants as of September 30, 2021: SPAC Private Scenario probability weighting 85 % 15 % Expected term (in years) 0.6 2.1 Expected volatility 55.0 % 102.5 % Risk-free interest rate 0.1 % 0.3 % Dividend yield — — The losses recognized for the changes in the fair value of the SAFE Instruments and warrants and reported separately in our Condensed Consolidated Statements of Operations and Comprehensive Loss are as follows ($ in thousands): Three months Nine months SAFE Instruments $ (15,533 ) $ (62,993 ) Warrants (322 ) (2,604 ) Total losses on remeasurement $ (15,855 ) $ (65,597 ) |
Athena Technology Acquisition Corp [Member] | |
Fair Value Instruments [Line Items] | |
Fair Value Instruments | Note 9 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Assets: U.S. Money Market held in Trust $ 250,013,873 $ 250,013,873 $ — $ — Liabilities: Public Warrants Liability $ 11,333,332 $ 11,333,332 $ — $ — Private Placement Warrants Liability 317,333 — 317,333 — $ 11,650,665 $ 11,333,332 $ 317,333 $ — The Warrants are accounted for as liabilities in accordance with ASC 815 -40 The Company established the initial fair value of the Public Warrants and Private Warrants on March 19, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date, due to the use of unobservable inputs. As of May 9, 2021, when they began trading separately, the Public Warrants were classified as Level 1 due to use of the observed trading price of the separated Public Warrants, and the Private Warrants were classified as Level 2 due to the use of observed price of the Public Warrants which are considered similar liabilities for fair value measurement. The following table presents the changes Level 3 liabilities for the nine months ended September 30, 2021: Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 10,258,582 Change in fair value of public and private warrants (2,805,582 ) Transfer of public warrants to level 1 (7,250,000 ) Transfer of private warrants to level 2 (203,000 ) Fair Value at September 30, 2021 $ — The key inputs into the Monte Carlo simulation as of March 19, 2021 were as follows: Inputs (Initial Risk-free interest rate 1.38 % Expected term remaining (years) 6.41 Expected volatility 25.0 % Stock price $ 10.00 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers Currently, we provide Engineering and Design (“E&D”) services under three contracts, including two contracts we assumed as part of the HelioHeat Acquisition. We may provide any combination of individual products and services within such capabilities depending upon the customer and market opportunity. We recognize revenue over time using the incurred costs method for our E&D services, in which significant judgment is required to evaluate assumptions including the amount of net contract revenues and the total estimated costs to determine our progress toward contract completion. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and estimable. For the nine months ending September 30, 2021, there were no cumulative effects of revisions to estimates related to net contract revenues or costs to complete contracts, as such, we did not recognize any impact to revenue during the periods presented. Our contracts with customers may include multiple promised goods and services. In such cases, we identify performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined. Once we identify the performance obligations, we determine a transaction price based on contractual amounts and an estimate of variable consideration. We allocate the transaction price to each performance obligation based on the relative stand -alone Revenue recognized for the three and nine months ended September 30, 2021 was $2.2 million and $3.6 million, respectively, relating to E&D services contracts with non -governmental | 3. Revenue from Contracts with Customers We operate our business under one operating segment through which we provide E&D services. We may provide any combination of individual products and services within such capabilities depending upon the customer and market opportunity. We recognize revenue over time using the incurred costs method for our E&D services, in which significant judgment is required to evaluate assumptions including the amount of net contract revenues and the total estimated costs to determine our progress toward contract completion. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known. For the year ended December Our contracts with customers may include multiple promised goods and services. In such cases, we identify performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined. Once we identify the performance obligations, we will determine a transaction price based on contractual amounts and an estimate of variable consideration. We allocate the transaction price to each performance obligation based the on relative stand -alone As of December 31, 2020, we had completed our obligations under our only contract in which $200.0 thousand of revenue was generated for the year ended December -governmental There were no significant changes in our contract assets or liabilities as of and for the years ended December On January Revenue recognized for the year ended December |
Outstanding Shares
Outstanding Shares | 12 Months Ended |
Dec. 31, 2020 | |
Outstanding Shares [Abstract] | |
Outstanding Shares | 4. Outstanding Shares Preferred Stock As of December 31, 2020, we had authorized 60,274,078 shares of undesignated convertible preferred stock, $0.001 par value, of which 58,554,536 and 50,588,630 Our authorized convertible preferred stock consists of the following tranches as of December As of December 31, 2020 (1) 2019 Series Seed 4,000,000 4,000,000 Series Seed – 1 4,662,290 4,662,290 Series Seed – 2 8,484,214 8,484,214 Series Seed – 3 2,693,316 2,693,316 Series Seed – 4 941,868 941,868 Series A-1 18,610,884 18,610,884 Series A-2 20,881,506 20,881,506 Total authorized preferred stock 60,274,078 60,274,078 ____________ (1) See liquidation preference for the respective redemption rates. Our outstanding convertible preferred shares and carrying values consist of the following tranches as of December As of December 31, 2020 (1) 2019 (1) Outstanding Carry Value Outstanding Carry Value Series Seed 4,000,000 $ 100,000 4,000,000 $ 100,000 Series Seed – 1 4,662,290 2,686,199 4,662,290 2,686,199 Series Seed – 2 8,311,455 5,740,492 8,311,455 5,740,492 Series Seed – 3 2,693,316 1,921,543 2,693,316 1,921,543 Series Seed – 4 941,868 750,000 941,868 750,000 Series A – 1 18,610,884 9,887,284 18,610,884 9,891,936 Series A – 2 19,334,723 24,846,935 11,368,817 14,600,569 Total outstanding preferred stock 58,554,536 $ 45,932,453 50,588,630 $ $35,690,739 ____________ (1) See liquidation preference for the respective redemption rates. Conversion rights -assessable Liquidation preference -1 -2 ries Se -3 -4 -1 -2 of such share (provided, however, that the right to receive the payment called for herein may be waived by the holder of the Special Stock or Class B common stock). A liquidation event is deemed to include the Company’s sale of all or substantially all of its assets or the acquisition of the Company by another person or entity by means of merger or consolidation resulting from the transfer of 50% or more of the Company’s voting power. The preferred stockholders can waive this “deemed” liquidation preference by a majority vote. Since the occurrence of a deemed liquidation event is outside the control of the Company, the preferred stock is not considered permanent equity and is classified as mezzanine equity and its carried at fair value, which is deemed to be the issuance proceeds received, less issuance costs, until such time as the occurrence of a deemed liquidation event or settlement of the preferred stock. Voting rights -based -sale Dividends Common Stock As of December 31, 2020, we had 88,206,793 authorized shares of common stock, $0.001 par value, of which 4,053,489 and 3,867,136 Our authorized common stock consists of the following tranches as of December As of December 31, 2020 2019 Class A 88,205,793 81,205,793 Class B 1,000 1,000 Total authorized common stock 88,206,793 81,206,793 Our outstanding common stock consist of the following tranches as of December As of December 31, 2020 2019 Class A 4,053,489 3,867,136 Class B — — Total outstanding common stock 4,053,489 3,867,136 We are authorized to issue Class A and Class B common stock and Special Stock. The Class A and Class B common stockholders are entitled to one vote for each share of Class A and Class B common stock held. The Class A and Class B common stock generally votes together with the Special Stock and the preferred stock and not as a separate class. The holder of the Special Stock is entitled to cast that number of votes equal to the greater of such holder’s actual votes or that number of votes equal to 80% of the voting power of all outstanding shares of capital stock of the Company in each vote of the stockholders of the Company or action by written consent of such stockholders held or taken for any purpose, including the election of directors. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, and after payment to the holders of Preferred Stock of the amounts to which they are entitled prior and in preference to any distribution of any assets or surplus funds, any remaining assets and funds of the Company will be (i) distributed ratably among the holders of the Class A common stock; and (ii) the holder of the Special Stock or Class B common stock shall be entitled to receive for each outstanding share of Special Stock or Class B common stock then held by it an amount equal to the par value of such share (provided, however, that the right to receive the payment called for herein may be waived by the holder of the Special Stock or Class B common stock). Since the inception of the Company, one share of Special Stock was held by Idealab Holdings, LLC; however, as of December -converted Warrant liability For the years ended December -2 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment | 6. Property, Plant and Equipment The balance of property, plant and equipment, net is as follows ($ in thousands): September 30, 2021 December 31, 2020 Property, plant, and equipment, gross Leasehold improvements $ 667 $ 575 Computer equipment 553 149 Machinery, vehicles, and other equipment 824 60 Furniture and fixtures 211 10 Construction in progress 58 — Total property, plant, and equipment, gross 2,313 794 Accumulated depreciation (488 ) (219 ) Total property, plant, and equipment, net $ 1,825 $ 575 | 5. Property, Plant and Equipment The balance of property, plant and equipment, net is as follows: As of December 31, 2020 2019 Property, plant, and equipment, gross Leasehold improvements $ 575,399 $ 493,723 Computer equipment 149,372 43,917 Machinery, vehicles, and other equipment 59,890 — Furniture and fixtures 9,735 9,735 Total property, plant, and equipment, gross 794,396 547,375 Accumulated depreciation (219,071 ) (79,767 ) Total property, plant, and equipment, net $ 575,325 $ 467,608 Depreciation expense for property and equipment was $139.3 thousand and $46.1 thousand for the years ended December |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Our debt consists of the following: As of December 31, 2020 2019 Debt obligations Paycheck Protection Program (1) $ 410,941 $ — Total debt (2) $ 410,941 $ — ____________ (1) Bears interest at 1.0%, with recurring monthly interest payments commencing six months after execution of the loan, with the balance, unless otherwise forgiven, due on April 21, 2022. We believe the carrying value equals the fair value as of December 31, 2020. As of December 31, 2020, we had $2.9 thousand in accrued interest reported within accrued expenses and other payables on the Balance Sheet. (2) Of this amount, $323.5 thousand is reported within our current liabilities. On April -existing The application for these funds required us to, in good faith, certify that current economic uncertainty made the loan request necessary to support our ongoing operations. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria. On October The PPP Loan was repaid in full on March |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Leases | 7. Leases On January -02 -02 -11 -02 -of-use We elected the following practical expedients, as provided under the applicable transition guidance: • • • • -line We enter into operating leases primarily for office and manufacturing facilities in California to support our customer development initiatives. Our leases, located in Pasadena, Alhambra and Lancaster, are leased under various agreements that extend for varying periods through 2023, with the option to extend our Lancaster lease through 2024. The extension option is reasonably certain to be exercised and included in the amounts recorded. Our future minimum lease payments as of December 31, 2020 were as follows: Operating Minimum future lease payments 2021 $ 235,882 2022 241,781 2023 183,056 2024 5,000 Total minimum future lease payments 665,719 Less: imputed interest (53,668 ) Total lease liability (1) $ 612,051 ____________ (1) -current The following table presents the components of lease expense and supplemental cash flow information: Year Ended December31, 2020 2019 Lease expense (1) $ 230,242 $ 177,681 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows for operating leases $ 133,608 $ 64,417 ____________ (1) -term The following table presents other relevant information related to our leases as of December 31, 2020: Operating Leases Weighted-average remaining lease term 2.7 years Weighted-average discount rate (1) 6.0% ____________ (1) |
Other Balance Sheet Items
Other Balance Sheet Items | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Other Balance Sheet Items | 8. Other Balance Sheet Items Prepaid and other assets The following summarizes the balances of prepaid and other assets as of December 31, 2020 and 2019: As of December 31, 2020 2019 Vendor deposits $ 46,649 $ 13,905 Prepaid expenses 174,906 63,598 Security deposit 19,281 13,000 Total prepaid and other assets $ 240,836 $ 90,503 Note receivable In 2019 we received a $2.1 Accrued expenses and other payables The following summarizes the balances of accrued expenses and other payables as of December 31, 2020 and 2019: As of December 31, 2020 2019 Payroll and related accruals $ 154,936 $ 75,344 Accrued expenses 149,044 63,067 Other payables 12,543 13,606 Total accrued expenses and other payable $ 316,523 $ 152,017 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 8. Income Taxes We calculate our quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not. The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre -tax -to-date -to-date In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections and availability of taxable income in the carryback period, we recorded a full valuation allowance against the federal and state deferred tax assets for the nine months ended September 30, 2021 and the year ending December 31, 2020. We recorded zero income tax expense (benefit) for the nine months ended September 30, 2021 and 2020, as there was a full valuation allowance on the deferred tax assets. As of December 31, 2020, we had estimated federal NOL carryforwards of approximately $26.0 million, which begin to expire in 2033. As of December 31, 2020, we had estimated state NOL carryforwards of approximately $1.9 million, which begin to expire in 2033. Our ability to utilize our estimated NOLs and research tax credit carryforwards are subject to, among other things, our ability to generate future taxable income and an annual limitation based on changes in ownership, as defined by Section 382 and 383 of the Internal Revenue Code of 1986, as amended. As of September 30, 2021, and December 31, 2020, we had unrecognized tax benefits for uncertain tax positions of $56 thousand. We do not anticipate that total unrecognized tax benefits will significantly change due to any settlements of audits or expirations of statutes of limitations over the next 12 months. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of September 30, 2021, and December 31, 2020 is zero, due to the valuation allowance that would otherwise be recorded on the deferred tax asset associated with the recognized position. | 9. Income Taxes The CARES Act provided fast and direct economic assistance for American workers, families, small businesses, and industries. The CARES Act implemented a variety of programs to address issues related to the onset of the COVID -19 Of the CARES Act provisions, the most material income tax considerations to the Company are related to the amounts received under the PPP loans. The PPP loan was repaid in full on March We believe that the remainder of the corporate income tax provisions of the CARES Act should not have a material impact on the Company after December The components of pre -tax Year Ended December 31, 2020 2019 United States $ 7,437,340 $ 7,329,896 Total loss before tax $ 7,437,340 $ 7,329,896 The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate: Year Ended December 31, 2020 2019 U.S. federal statutory income tax rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 1.0 % 0.9 % Non-Deductible Expenses (0.5 %) (0.7 %) Valuation Allowance (23.8 %) (21.3 %) Other 2.3 % 0.1 % Total Deferred Tax Assets: 0.0 % 0.0 % Significant components of the Company’s deferred tax assets are as follows: Year Ended December 31, Deferred tax assets: 2020 2019 Net operating loss carryforwards $ 5,605,200 $ 4,060,346 Accruals and Reserves 1,959 1,527 Stock Compensation 158,010 59,641 Operating Lease Liability 171,274 31,630 Other 603,678 462,195 Gross deferred tax assets 6,540,121 4,615,339 Less: Valuation Allowance (6,257,691 ) (4,487,748 ) Net Deferred tax assets 282,430 127,591 Deferred tax liabilities: Depreciation and Amortization (111,156 ) (95,961 ) Right of Use Asset (171,274 ) (31,630 ) Total Deferred Tax Assets: $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, projections of future taxable income and availability of taxable income in any carryback periods, the Company recorded a full valuation allowance against the Federal and state deferred tax assets of $6.3 As of December As of December As of December The following table summarizes the activity related to the Company’s unrecognized tax benefits during the year ended December Balance as of December 31, 2018 $ — Increases related to prior year tax positions 56,604 Decreases related to prior year tax positions — Balance as of December 31, 2019 $ 56,604 Increases related to prior year tax positions — Decreases related to prior year tax positions — Balance as of December 31, 2020 $ 56,604 The total amount of unrecognized tax benefits that, if recognized, would not affect the effective tax rate as of December The tax years ended December 31, 2017 through December 31, 2020 remain open to examination by the Internal Revenue Service and December |
Share-based Compensation
Share-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based Compensation | 9. Share-based Compensation Pursuant to the Heliogen, Inc. 2013 Stock Incentive Plan (the “2013 Plan”), the Company aims to incentivize employees, directors and consultants who render services to the Company by providing opportunities to purchase stock in the Company. The Board administers the 2013 Plan, approves the individuals to whom options will be granted, determines the number of options to be granted and the term and exercise price of each option and the vesting pattern. Options granted pursuant to the terms of the 2013 Plan cannot be granted with an exercise price of less than 100% of the fair market value of the underlying stock on the date of grant or 110% for incentive stock options issued to a ten percent or more stockholder of the Company. The term of the options granted under the 2013 Plan cannot be greater than ten years; five years for incentive stock options granted to a ten percent or more stockholder of the Company. Options granted generally vest twenty -five -year ASC 718, Compensation — Stock Compensation -based -based -Scholes -pricing -Scholes Our total share -based Three months ended September 30, Nine months ended Operating expense classification 2021 2020 2021 2020 Selling, general, and administrative $ 1,346 $ 31 $ 1,729 $ 112 R&D 139 26 320 96 Total share-based compensation expense $ 1,485 $ 57 $ 2,049 $ 208 During the three and nine months ended September 30, 2021, we granted, net of forfeitures, approximately 3 thousand and 3.5 million stock options with weighted average exercise prices of $22.00 and $1.22, respectively. Additionally, in November 2021, the Board approved the issuance of 5.0 million in common stock options to our Chief Executive Officer with an exercise price of $18.11 and the issuance of 2.2 million in restricted stock units to certain employees (collectively, the “November 2021 Awards”). The vesting for each of the November 2021 Awards begins upon consummation of the Athena Business Combination. As such, we have determined that a grant date has yet to occur. | 10. Share-based Compensation The Company is authorized to issue up to 20,632,878 The Board administers the 2013 Plan, approves the individuals to whom options will be granted, determines the number of options to be granted and the term and exercise price of each option and the vesting pattern. Options granted pursuant to the terms of the 2013 Plan cannot be granted with an exercise price of less than 100% of the fair market value of the underlying stock on the date of grant or 110% for incentive stock options issued to a ten percent or more stockholder of the Company. The term of the options granted under the 2013 Plan cannot be greater than ten years; five years for incentive stock options granted to a ten percent or more stockholder of the Company. Options granted generally vest twenty -five -year ASC 718, Compensation — Stock Compensation -based -based -Scholes -pricing -Scholes The fair value of the stock option awards was estimated using a Black -Scholes 2020 2019 Expected term 5.97 5.90 Expected volatility 40.9 % 51.4 % Risk-free interest rate 0.5 % 1.9 % Dividend yield — — A summary of our stock option awards from January 1, 2019 to December 31, 2020 is as follows: Number of Weighted-Average Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding balance as of December 31, 2018 8,330,955 0.10 0.18 9.42 Granted 1,555,000 0.10 0.16 9.36 Exercised (502,494 ) 0.09 0.18 8.93 — (1) Forfeited (866,566 ) 0.09 0.23 — Expired (489,541 ) 0.17 0.24 — Outstanding balance as of December 31, 2019 8,027,354 0.10 0.17 8.53 Granted 7,397,285 0.16 0.35 9.87 Exercised (56,250 ) 0.09 0.18 0.08 11,813 Forfeited (93,750 ) 0.09 0.18 — Outstanding balance as of December 31, 2020 15,274,639 0.13 0.26 8.65 2,061,436 Exercisable as of 6,642,867 0.10 0.19 1,359,628 Vested as of 5,926,304 0.10 ____________ (1) As of December 31, 2020, the unrecognized compensation cost related to stock option awards was $1.3 -average -based |
Losses Per Share
Losses Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Losses Per Share | 10. Losses Per Share Basic and diluted losses per share (“EPS”) were as follows ($ in thousands): Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Numerator Net loss $ (28,276 ) $ (1,667 ) $ (88,665 ) $ (4,387 ) Denominator Denominator for basic EPS – 5,734,865 3,997,238 5,290,676 3,949,360 Effect of dilutive securities — — — — Denominator for diluted EPS – 5,734,865 3,997,238 5,290,676 3,949,360 EPS – Basic $ (4.93 ) $ (0.42 ) $ (16.76 ) $ (1.11 ) EPS – Diluted $ (4.93 ) $ (0.42 ) $ (16.76 ) $ (1.11 ) As of September 30, 2021 and 2020, 15,642,133 and 9,057,354 outstanding stock options, respectively, were excluded from the calculation of EPS, as their impact would be anti -dilutive -dilutive As of September 30, 2021 and 2020, 172,759 outstanding preferred stock warrants were excluded from the calculation of EPS, as their impact, which would be equivalent to 189,395 -dilutive -dilutive As of September 30, 2021 and 2020, 60,121,015 outstanding convertible preferred shares were excluded from the calculation of EPS, as their impact, on an “as converted” basis, would be anti -dilutive | 11. Losses Per Share Basic and diluted losses per share (“EPS”) were as follows: Year Ended December 31, 2020 2019 Numerator Net loss $ (7,437,340 ) $ (7,329,896 ) Denominator Denominator for basic EPS – weighted-average shares 3,962,932 3,727,064 Effect of dilutive securities — — Denominator for diluted EPS – weighted-average shares 3,962,932 3,727,064 EPS – Basic $ (1.88 ) $ (1.97 ) EPS – Diluted $ (1.88 ) $ (1.97 ) As of December -dilutive As of December -dilutive As of December -dilutive |
Convertible Instruments and Equ
Convertible Instruments and Equity | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Instruments And Equity [Abstract] | |
Convertible Instruments and Equity | 4. Convertible Instruments and Equity Preferred Stock As of September 30, 2021, we had authorized 60,274,078 shares of undesignated convertible preferred stock, $0.001 par value, of which 58,554,536 shares were issued and outstanding as of September 30, 2021 and December 31, 2020. Our Board of Directors (the “Board”) and existing common and preferred stockholders are authorized to determine the rights of each offering of preferred stock including, among other terms, dividend rights, voting rights, conversion rights, redemption prices and liquidation preferences, if any, subject to the limitations of applicable laws, regulations and the Company charter. Our authorized and outstanding convertible preferred stock consists of the following tranches and carrying values as of September 30, 2021 and December 31, 2020 (amounts in thousands, except share amounts): Authorized Shares Outstanding Shares Carry Series Seed 4,000,000 4,000,000 $ 100 Series Seed – 1 4,662,290 4,662,290 2,686 Series Seed – 2 8,484,214 8,311,455 5,740 Series Seed – 3 2,693,316 2,693,316 1,922 Series Seed – 4 941,868 941,868 750 Series A-1 18,610,884 18,610,884 9,887 Series A-2 20,881,506 19,334,723 24,847 Total outstanding preferred stock 60,274,078 58,554,536 $ 45,932 Conversion rights. -assessable by dividing $150.0 million by the number of Class A common shares outstanding immediately prior to closing an initial public offering (“IPO”) or upon the consent of a majority of each series of convertible preferred stock voting as a single class. Liquidation preference. -1 -2 -3 -4 -1 -2 Voting rights. -based -sale Dividends. Common Stock As of September 30, 2021 and December 31, 2020, we had 88,205,793 authorized shares of Class A common stock, $0.001 par value, of which 5,953,658 and 4,053,489 We are authorized to issue Class A and Class B common stock and Special Stock. The Class A and Class B common stockholders are entitled to one vote for each share of Class A and Class B common stock held. The Class A and Class B common stock generally votes together with the Special Stock and the preferred stock and not as a separate class. The holder of the Special Stock is entitled to cast that number of votes equal to the greater of such holder’s actual votes or that number of votes equal to 80% of the voting power of all outstanding shares of capital stock of the Company in each vote of the stockholders of the Company or action by written consent of such stockholders held or taken for any purpose, including the election of directors. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, and after payment to the holders of Preferred Stock of the amounts to which they are entitled prior and in preference to any distribution of any assets or surplus funds, any remaining assets and funds of the Company will be (i) distributed ratably among the holders of the Class A common stock; and (ii) the holder of the Special Stock or Class B common stock shall be entitled to receive for each outstanding share of Special Stock or Class B common stock then held by it an amount equal to the par value of such share (provided, however, that the right to receive the payment called for herein may be waived by the holder of the Special Stock or Class B common stock). Since the inception of the Company, one share of Special Stock was held by Idealab Holdings, LLC (“Idealab Holdings”); however, as of December 31, 2020, the one share of Special Stock is no longer outstanding as it was converted, pursuant to the elective conversion feature, into Class A common stock. Once converted, the share of Special Stock cannot be reissued. No dividend shall be paid on the Class A common stock in any year, other than dividends payable solely in capital stock, until all dividends for such year have been declared and paid on the preferred stock, and no dividends on the Class A common stock shall be paid unless the amount of such dividend on the Class A common stock is also paid on the preferred stock on an as -converted Warrants We have warrants pursuant to which certain holders of Series -2 -2 Distinguishing Liabilities from Equity As of September 30, 2021 and December 31, 2020, we had recorded a liability of $2.7 million and $46 thousand, respectively. The Company incurred losses on the warrant valuation of $0.3 million and $2.6 million for the three and nine months ended September 30, 2021, respectively. The losses are reported separately on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The incurred losses on the warrant valuation for the three and nine months ended September 30, 2020 were immaterial. SAFE Instruments In the first half of 2021, we entered into financing transactions with third -party Conversion upon Equity Financing. Conversion on Public Liquidity Event. Redemption/Conversion upon Change of Control. • -Out • Automatic Conversion. The Series B Preferred Stock will rank pari passu with the Company’s Series A -2 -2 Redemption upon Dissolution Event. -Out Liquidation Priority. -participating -Out (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into capital stock); (ii) On par with payments for other SAFE Instruments and/or Preferred Stock, and if the applicable proceeds are insufficient to permit full payments to the investor and such other SAFE Instruments and/or Preferred Stock, the applicable proceeds will be distributed pro rata to the investor and such other SAFE Instruments and/or Preferred Stock in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Stock. The investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other SAFE Instruments and/or preferred stock who are also receiving Conversion Amounts or proceeds on a similar as -converted -Out The Company determined that the SAFE Instruments are not legal form debt (i.e., no creditors’ rights) and allow for redemption based upon certain events that are outside of the control of the Company. Therefore, the SAFE Instruments are classified as liabilities pursuant to ASC 480, Distinguishing Liabilities from Equity |
Mergers and Acquisitions
Mergers and Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers and Acquisitions | 5. Mergers and Acquisitions Athena Merger and Business Combination On July 6, 2021, Heliogen entered into a Business Combination Agreement (“BCA”) with Athena Technology Acquisition Corp. (“Athena”), a Special Purpose Acquisition Company (“SPAC”) and Athena’s wholly -owned -person -Business Pursuant to the Merger, the consideration to be received by Heliogen equity holders, including holders of Heliogen’s common stock on a fully -diluted -converted For the three and nine months ended September 30, 2021, $0.7 million and $1.9 million of direct and incremental transaction costs have been incurred, respectively, and reflected as other long -term -in The closing of the Merger and completion of the Business Combination, and timing thereof, is subject to certain customary conditions, including the approval by Athena’s shareholders, and the effectiveness of Athena’s registration statement on Form S -4 HelioHeat Acquisition In August 2021, Heliogen entered into an agreement to acquire 100% of the equity interests of HelioHeat GmbH (“HelioHeat”), a private limited liability company in Germany, pursuant to a share purchase and transfer agreement (the “HelioHeat Agreement”) that closed on September 1, 2021 (the “HelioHeat Acquisition”). HelioHeat is engaged in the development, planning and construction of renewable energy systems and components, including a novel solar receiver. Heliogen acquired HelioHeat in order to own and use HelioHeat’s particle receiver technology in future commercial -scale -year -out The components of the preliminary fair value of consideration transferred are as follows: Cash paid at closing (1) $ 1,714 Contingent consideration 2,009 Settlement of pre-existing relationship 45 Total fair value of consideration transferred $ 3,768 ____________ (1) Includes $0.5 million of cash paid to an escrow that becomes payable to the selling shareholders of HelioHeat to the extent the funds are not used to offset certain costs incurred for the assumed customer projects. The amount is being treated as consideration transferred as the release of the funds is likely to occur. We accounted for the HelioHeat Acquisition using the acquisition method of accounting, which requires, among other things, that assets acquired at their fair values and liabilities assumed be recognized on the balance sheet as of the acquisition date. The purchase price allocation for the HelioHeat Acquisition is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, pending the completion of our valuation procedures. We expect that, as we complete our valuation procedures, the preliminary purchase price allocation disclosed below may change. Further, we expect that intangible assets related to the acquired particle receiver technology will be recognized once fair value is determined. The following table summarizes the preliminary purchase price allocation as of the acquisition date ($ in thousands): Cash and cash equivalents $ 30 Prepaid and other current assets 33 Property, plant and equipment, net 8 Goodwill 4,342 Total assets acquired 4,413 Trade payables 4 Accrued expenses and other current liabilities 73 Debt 41 Other liabilities (1) 527 Total liabilities assumed 645 Net assets acquired $ 3,768 ____________ (1) Represents the fair value estimate for the assumed customer contracts calculated using the discounted net cash flows estimated to be incurred to satisfy the remaining performance obligation under each of the assumed customer contracts. The preliminary purchase consideration allocation resulted in the recognition of $4.3 million in goodwill, of which none is expected to be tax deductible. Goodwill represents the value expected to be received from the synergies of integrating Helioheat’s operations with Heliogen operations to expand commercial opportunities. The fair value of contingent consideration is approximately $2.0 million. We believe the payment of this consideration to be probable and have estimated its fair value as of the acquisition date using a probability -weighted During the three months ended September 30, 2021, we incurred approximately $0.1 million of acquisition costs that were expensed as incurred. During the three months ended September 30, 2021, we recognized revenues of $0.1 million and a net loss of $17 thousand related to HelioHeat’s operations. Pro forma financial information for HelioHeat has not been provided as it has been deemed impracticable to do so at this time. Management has not been able to, through the date of these financial statements, access sufficient prior year financial information for HelioHeat to perform requisite diligence needed to present such information. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Accrued expenses and other current liabilities | 7. Accrued expenses and other current liabilities The following summarizes the balances of accrued expenses and other current liabilities ($ in thousands): September 30, December 31, Payroll and other employee benefits $ 370 $ 155 Professional fees 1,181 108 Research and development costs 664 — Operating lease liabilities, current portion 2,175 209 Other accrued expenses 352 53 Total accrued expenses and other current liabilities $ 4,742 $ 525 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments [Abstract] | |
Investments | 14. Investments Investments in fixed maturity securities as of September 30, 2021 are classified as available -for-sale -one Investment type Amortized Unrealized Fair Corporate bonds (1) $ 31,577 $ (8 ) $ 31,569 Commercial paper 5,299 1 5,300 Total $ 36,876 $ (7 ) $ 36,869 ____________ (1) -for-sale -one There were no credit losses recognized for the three or nine month period ended September 30, 2021 and no allowance for credit losses as of September 30, 2021. There were no realized gains or losses on investments during the three or nine month period ended September 30, 2021. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 15. Supplemental Cash Flow Information Cash flows related to interest, leases, additional paid -in Nine Months Ended 2021 2020 Supplemental disclosures: Cash paid for interest $ 3 $ — Cash paid for amounts included in the measurement of operating lease $ 483 $ 26 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,685 $ 601 Other financing costs incurred but not yet paid $ 369 $ — Capitalization of property, plant and equipment incurred but not yet paid $ 231 $ 14 Reconciliation of Cash, Cash Equivalents and Restricted Cash were as follows ($ in thousands): Nine Months Ended 2021 2020 Supplemental disclosures: Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 40,126 $ 18,334 Restricted cash 1,500 — Total cash, cash equivalents and restricted cash $ 41,626 $ 18,334 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of presentation | Basis of presentation Basis of Presentation. In our opinion, the Financial Statements have been prepared on the same basis as the annual financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. Certain immaterial prior period amounts, specifically warrant remeasurement, has been reclassified to conform to current period presentation. The results of operations for the three and nine months ended September 30, 2021, are not necessarily indicative of the results of operations to be expected for the full year ended December 31, 2021. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated. | Basis of Presentation. | |
Accounting standards | Accounting standards The following table provides a brief description of recent accounting standards updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that could have a material effect on our Financial Statements: Standards adopted Standard Description Date of Adoption Effect on the Financial Statements or Other ASU No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The standard simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. January 2021 The adoption of ASU No. 2019 -12 Standards not yet adopted Standard Description Effective Date Effect on the Financial Statements or Other ASU No. 2020 -06 Debt with Conversion and Other Options This standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity January 2022 We are currently evaluating ASU No. 2020 -06 -06 ASU No. 2021 -04 Modification of equity -classified written call options This standard requires the issuer to treat a modification of an equity -classified -classified January 2022 We are currently evaluating ASU No. 2021 -04 -04 | ||
Investments in Available-for-Sale Securities | Investments in Available-for-Sale Securities Management classifies investments in fixed maturity securities at the acquisition date and reevaluates the classification at each balance sheet date. Held -to-maturity -for-sale -credit -for-sale The Company reviews its available -for-sale -credit basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis. Subsequent activity related to the credit loss component (e.g. write -offs -for-sale For the nine months ended September 30, 2021, no credit losses were recognized on available -for-sale | ||
Investment in Point Load Power, Inc. (“PLP”) | Investment in Point Load Power, Inc. (“PLP”) PLP is a variable interest entity in which we have a variable interest in the form of less than 50% equity ownership and has been winding down its operations since late 2020. We have concluded that we are not closely associated with PLP, and PLP’s other variable interest holders are not under our common control. Additionally, based on PLP’s purpose, design, and its contractual arrangements, substantially all PLP’s business activities do not involve, nor are they substantially conducted on behalf of us. Accordingly, we are not PLP’s primary beneficiary, and therefore have not consolidated PLP within our Condensed Financial Statements. The carrying value of our investment in PLP was zero as of September 30, 2021 and December 31, 2020 and we have no obligations to fund any of PLP’s remaining operations. | ||
Correction of immaterial errors | Correction of immaterial errors Subsequent to issuing the Condensed Consolidated Financial Statements as of June 30, 2021 and March 31, 2021, management identified immaterial errors related to accrued payroll and revenue recognized for our Engineering & Design (“E&D”) services contract. These errors resulted in the overstatement of net losses reported for the three and six months ended June 30, 2021 and the three months ended March 31, 2021. In our accrual of payroll at June 30, 2021 and March 31, 2021, we incorrectly over accrued payroll costs due to a miscalculation of days to be accrued resulting in an overstatement of accrued payroll and selling, general and administrative expense. Additionally, in our analysis of costs incurred for our E&D services contract and determination of revenue to be recognized, we identified errors for the three and six months ended June 30, 2021, and three months ended March 31, 2021 due to incorrect identification and classification of costs. These errors resulted in an overstatement of contract liabilities with an understatement of revenues in addition to an understatement of cost of sales and overstatement of research and development expense. We previously revised revenue recognition for the three months ended March 31, 2021 resulting in a reduction of revenue and cost of sales of $0.2 million with increases to contract liabilities and research and development expense. This amount is included in the revisions summarized below. Based on evaluation of the errors, management has concluded that the prior period errors were immaterial to the previously issued financial statements. As such, management has elected to correct the identified, immaterial errors in the prior periods. In doing so, balances in these Condensed Consolidated Financial Statements have been adjusted to reflect the correction in the proper periods. Future financial statements that include prior periods will be corrected, as needed, when issued. The effects of correcting the immaterial errors in our previously filed Condensed Consolidated Financial Statements are as follows: Condensed Consolidated Balance Sheets As of June 30, 2021 As of March 31, 2021 As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Total assets $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Accrued expenses and other current liabilities (1) 2,663 (271 ) 2,392 997 (191 ) 806 Total current liabilities 6,466 (546 ) 5,920 4,019 (116 ) 3,903 Accumulated deficit (90,107 ) 546 (89,561 ) (33,344 ) 116 (33,228 ) Total shareholders’ deficit (87,986 ) 546 (87,440 ) (31,591 ) 116 (31,475 ) Total liabilities, convertible preferred stock, and shareholders’ deficit $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 ____________ (1) At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended Six Months Ended As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Revenue $ 687 $ 158 $ 845 $ 1,086 $ 275 $ 1,361 Cost of sales 687 158 845 1,086 275 $ 1,361 Gross profit — — — — — — Selling, general and administrative 4,340 (80 ) 4,260 6,683 (271 ) 6,412 Research and development 2,823 (158 ) 2,665 4,548 (275 ) 4,273 Total operating expenses 7,163 (238 ) 6,925 11,231 (546 ) 10,685 Operating loss $ (7,163 ) $ 238 $ (6,925 ) $ (11,231 ) $ 546 $ (10,685 ) Net loss $ (56,571 ) $ 238 $ (56,333 ) $ (60,935 ) $ 546 $ (60,389 ) Total comprehensive loss $ (56,573 ) $ 238 $ (56,335 ) $ (60,949 ) $ 546 $ (60,403 ) Loss per share – Basic $ (10.72 ) $ 0.04 $ (10.68 ) $ (12.03 ) $ 0.11 $ (11.92 ) Loss per share – Diluted $ (10.72 ) $ 0.04 $ (10.68 ) $ (12.03 ) $ 0.11 $ (11.92 ) Three Months Ended As Initially Reported Adjustments As Revised Revenue $ 591 $ (75 ) $ 516 Cost of sales 591 (75 ) 516 Gross profit — — — Selling, general and administrative 2,343 (191 ) 2,152 Research and development 1,533 75 1,608 Total operating expenses 3,876 (116 ) 3,760 Operating loss $ (3,876 ) $ 116 $ (3,760 ) Net loss $ (4,172 ) $ 116 $ (4,056 ) Total comprehensive loss $ (4,184 ) $ 116 $ (4,068 ) Loss per share – Basic $ (0.86 ) $ 0.02 $ (0.84 ) Loss per share – Diluted $ (0.86 ) $ 0.02 $ (0.84 ) The adjustments summarized above and below reduced the increases to Accumulated Deficit and Total Shareholders’ Deficit presented in the Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Deficit for the three months ended June 30, 2021 and March 31, 2021 by $0.2 million and $0.1 million, respectively. Condensed Consolidated Statements of Cash Flows Six Months Ended Three Months Ended As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Net loss $ (60,935 ) $ 546 $ (60,389 ) $ (4,172 ) $ 116 $ (4,056 ) Changes in asset and liabilities: Accrued expenses and other current liabilities (1) 1,384 (271 ) 1,113 418 (191 ) 227 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Net cash used in operating activities $ (8,502 ) $ — $ (8,502 ) $ (625 ) $ — $ (625 ) ____________ (1) At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. | ||
Athena Technology Acquisition Corp [Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. | ||
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 | Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | ||
Net Income Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stocks outstanding during the period, excluding common stocks subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 1,250,000 common stocks that are subject to forfeiture if the over -allotment | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations includes a presentation of net loss per share for Class A and Class B common Stock. Net loss per share for Class A and Class B common stock, basic and diluted, is calculated by dividing the proportionate share of net loss by the weighted average number of shares outstanding for the period. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from December | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the nine months ended September 30, 2021. | |
Accounting standards | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020 -06 Debt -Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked diluted earnings per share calculation in certain areas. ASU 2020 -06 -06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | ||
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. | ||
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815 -40 | ||
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -operating | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 25,000,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. | ||
Reconciliation of Net Income per Common Share | Reconciliation of Net Loss per Common Share The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Nine Months Class A Common Stock Numerator: Net loss allocable to Class A common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class B common stock (1,440,948 ) (1,753,788 ) Proportionate share of net loss $ (4,322,845 ) $ (3,758,117 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 25,700,000 18,357,143 Basic and diluted net loss per share $ (0.17 ) $ (0.20 ) Class B Common Stock Numerator: Net loss allocable to Class B common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class A common stock (4,322,845 ) (3,758,117 ) Proportionate share of net loss $ (1,440,948 ) $ (1,753,788 ) Weighted average shares outstanding, basic and diluted 8,566,667 8,566,667 Basic and diluted net loss per common share $ (0.17 ) $ (0.20 ) | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of depreciation for property, plant, and equipment | Useful Lives in Years Leasehold improvements 5 Computer equipment and software 2 Machinery, vehicles, and other equipment 5 Furniture and fixtures 2 | |
Schedule of Condensed consolidated balance sheets | As of June 30, 2021 As of March 31, 2021 As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Total assets $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Accrued expenses and other current liabilities (1) 2,663 (271 ) 2,392 997 (191 ) 806 Total current liabilities 6,466 (546 ) 5,920 4,019 (116 ) 3,903 Accumulated deficit (90,107 ) 546 (89,561 ) (33,344 ) 116 (33,228 ) Total shareholders’ deficit (87,986 ) 546 (87,440 ) (31,591 ) 116 (31,475 ) Total liabilities, convertible preferred stock, and shareholders’ deficit $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 (1) At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. | As of December 31, 2020 2019 Class A 88,205,793 81,205,793 Class B 1,000 1,000 Total authorized common stock 88,206,793 81,206,793 |
Schedule of Condensed consolidated statements of operations and comprehensive loss | Three Months Ended Six Months Ended As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Revenue $ 687 $ 158 $ 845 $ 1,086 $ 275 $ 1,361 Cost of sales 687 158 845 1,086 275 $ 1,361 Gross profit — — — — — — Selling, general and administrative 4,340 (80 ) 4,260 6,683 (271 ) 6,412 Research and development 2,823 (158 ) 2,665 4,548 (275 ) 4,273 Total operating expenses 7,163 (238 ) 6,925 11,231 (546 ) 10,685 Operating loss $ (7,163 ) $ 238 $ (6,925 ) $ (11,231 ) $ 546 $ (10,685 ) Net loss $ (56,571 ) $ 238 $ (56,333 ) $ (60,935 ) $ 546 $ (60,389 ) Total comprehensive loss $ (56,573 ) $ 238 $ (56,335 ) $ (60,949 ) $ 546 $ (60,403 ) Loss per share – Basic $ (10.72 ) $ 0.04 $ (10.68 ) $ (12.03 ) $ 0.11 $ (11.92 ) Loss per share – Diluted $ (10.72 ) $ 0.04 $ (10.68 ) $ (12.03 ) $ 0.11 $ (11.92 ) Three Months Ended As Initially Reported Adjustments As Revised Revenue $ 591 $ (75 ) $ 516 Cost of sales 591 (75 ) 516 Gross profit — — — Selling, general and administrative 2,343 (191 ) 2,152 Research and development 1,533 75 1,608 Total operating expenses 3,876 (116 ) 3,760 Operating loss $ (3,876 ) $ 116 $ (3,760 ) Net loss $ (4,172 ) $ 116 $ (4,056 ) Total comprehensive loss $ (4,184 ) $ 116 $ (4,068 ) Loss per share – Basic $ (0.86 ) $ 0.02 $ (0.84 ) Loss per share – Diluted $ (0.86 ) $ 0.02 $ (0.84 ) | |
Schedule of Condensed consolidated statements of cash Flows | Six Months Ended Three Months Ended As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Net loss $ (60,935 ) $ 546 $ (60,389 ) $ (4,172 ) $ 116 $ (4,056 ) Changes in asset and liabilities: Accrued expenses and other current liabilities (1) 1,384 (271 ) 1,113 418 (191 ) 227 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Net cash used in operating activities $ (8,502 ) $ — $ (8,502 ) $ (625 ) $ — $ (625 ) (1) At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. | |
Schedule of basic and diluted loss per common share | Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Numerator Net loss $ (28,276 ) $ (1,667 ) $ (88,665 ) $ (4,387 ) Denominator Denominator for basic EPS – 5,734,865 3,997,238 5,290,676 3,949,360 Effect of dilutive securities — — — — Denominator for diluted EPS – 5,734,865 3,997,238 5,290,676 3,949,360 EPS – Basic $ (4.93 ) $ (0.42 ) $ (16.76 ) $ (1.11 ) EPS – Diluted $ (4.93 ) $ (0.42 ) $ (16.76 ) $ (1.11 ) | Year Ended December 31, 2020 2019 Numerator Net loss $ (7,437,340 ) $ (7,329,896 ) Denominator Denominator for basic EPS – weighted-average shares 3,962,932 3,727,064 Effect of dilutive securities — — Denominator for diluted EPS – weighted-average shares 3,962,932 3,727,064 EPS – Basic $ (1.88 ) $ (1.97 ) EPS – Diluted $ (1.88 ) $ (1.97 ) |
Athena Technology Acquisition Corp [Member] | ||
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of basic and diluted loss per common share | Three Months Nine Months Class A Common Stock Numerator: Net loss allocable to Class A common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class B common stock (1,440,948 ) (1,753,788 ) Proportionate share of net loss $ (4,322,845 ) $ (3,758,117 ) Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 25,700,000 18,357,143 Basic and diluted net loss per share $ (0.17 ) $ (0.20 ) Class B Common Stock Numerator: Net loss allocable to Class B common stock Net loss $ (5,763,793 ) $ (5,511,905 ) Less: Allocation of net loss to Class A common stock (4,322,845 ) (3,758,117 ) Proportionate share of net loss $ (1,440,948 ) $ (1,753,788 ) Weighted average shares outstanding, basic and diluted 8,566,667 8,566,667 Basic and diluted net loss per common share $ (0.17 ) $ (0.20 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of amounts charged to us or reimbursed by us under these agreements | Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Administrative services provided by $ 314 $ 141 $ 1,066 $ 403 Reimbursement to Idealab for expenses incurred — 86 — 233 Total Idealab transactions $ 314 $ 227 $ 1,066 $ 636 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Athena Technology Acquisition Corp [Member] | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of impact of the restatement | Balance Sheet as of March 19, 2021 As Reported Adjustment As Restated Common Stock subject to possible redemption $ 227,542,138 $ 22,457,862 $ 250,000,000 Class A common stock, $0.0001 par value 295 (225 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,586,660 (5,586,660 ) — Accumulated Deficit (587,936 ) (16,870,977 ) (17,458,913 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (22,457,862 ) $ (17,457,861 ) Number of shares subject to redemption 22,754,214 2,245,786 25,000,000 Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption $ 227,362,131 $ 22,637,869 $ 250,000,000 Class A common stock, $0.0001 par value 296 (226 ) 70 Class B common stock, $0.0001 par value 982 — 982 Additional Paid in Capital 5,766,666 (5,766,666 ) — Accumulated Deficit (767,937 ) (16,870,977 ) (17,638,914 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (22,637,869 ) $ (17,637,862 ) Number of shares subject to redemption 22,736,213 2,263,787 25,000,000 Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 24, 2021) Weighted average shares outstanding, redeemable Class A common stock 22,752,829 (19,419,496 ) 3,333,333 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ (0.06 ) $ (0.06 ) Weighted average shares outstanding, non-redeemable Class A and Class B common stock 8,992,369 (332,369 ) 8,660,000 Basic and diluted net income per share, non-redeemable Class A and Class B common stock (0.09 ) 0.03 (0.06 ) Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 228,381,200 $ 21,618,800 $ 250,000,000 Class A common stock, $0.0001 par value 286 (216 ) 70 Class B common stock, $0.0001 par value 857 — 857 Additional Paid in Capital 4,747,731 (4,747,731 ) — Retained Earnings (Accumulated Deficit) 251,127 (16,870,853 ) (16,619,726 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (21,618,800 ) $ (16,618,799 ) Number of shares subject to redemption 22,838,120 2,161,880 25,000,000 Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) As Reported Adjustment As Restated Weighted average shares outstanding, redeemable Class A common stock 22,987,181 2,012,819 25,000,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.03 $ 0.03 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 11,529,334 (2,262,667 ) 9,266,667 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.09 $ (0.06 ) $ 0.03 Statement of Operations for the six months ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Weighted average shares outstanding, redeemable Class A common stock 22,738,853 (8,512,334 ) 14,226,519 Basic and diluted net income per share, redeemable Class A common stock $ 0.00 $ 0.01 $ 0.01 Weighted average shares outstanding, non-redeemable Class A and Class B common stock 10,267,860 (1,302,850 ) 8,965,010 Basic and diluted net income per share, non-redeemable Class A and Class B common stock $ 0.02 $ (0.01 ) $ 0.01 |
Fair Value Instruments (Tables)
Fair Value Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Instruments (Tables) [Line Items] | |
Schedule of company’s assets and liabilities measured at fair value | Description Level September 30, 2021 Assets: Investments 1 $ 36,869 Liabilities: SAFE Instruments 3 $ 146,405 Warrants (1) 3 $ 2,650 (1) |
Schedule of reconciliation of our level 3 fair value measurements | Instrument (1) January 1, Issuances (2) Losses September 30, SAFE Instruments $ — $ 83.4 $ 63.0 $ 146.4 (1) (2) |
Schedule of key inputs used in the valuation for the SAFE Instruments | SPAC Private Scenario probability weighting 85 % 15 % Expected term (in years) 0.6 2.1 Expected volatility 55.0 % 20.0 % Risk-free interest rate 0.1 % 0.3 % Dividend yield — — SPAC Private Scenario probability weighting 85 % 15 % Expected term (in years) 0.6 2.1 Expected volatility 55.0 % 102.5 % Risk-free interest rate 0.1 % 0.3 % Dividend yield — — |
Schedule of losses recognized for the changes in the fair value of the SAFE Instruments and warrants | Three months Nine months SAFE Instruments $ (15,533 ) $ (62,993 ) Warrants (322 ) (2,604 ) Total losses on remeasurement $ (15,855 ) $ (65,597 ) |
Athena Technology Acquisition Corp [Member] | |
Fair Value Instruments (Tables) [Line Items] | |
Schedule of company's assets measured at fair value on recurring basis | Quoted Significant Significant Assets: U.S. Money Market held in Trust $ 250,013,873 $ 250,013,873 $ — $ — Liabilities: Public Warrants Liability $ 11,333,332 $ 11,333,332 $ — $ — Private Placement Warrants Liability 317,333 — 317,333 — $ 11,650,665 $ 11,333,332 $ 317,333 $ — |
Schedule of changes level 3 liabilities | Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 10,258,582 Change in fair value of public and private warrants (2,805,582 ) Transfer of public warrants to level 1 (7,250,000 ) Transfer of private warrants to level 2 (203,000 ) Fair Value at September 30, 2021 $ — |
Schedule of key inputs into monte carlo simulation | Inputs (Initial Risk-free interest rate 1.38 % Expected term remaining (years) 6.41 Expected volatility 25.0 % Stock price $ 10.00 |
Outstanding Shares (Tables)
Outstanding Shares (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Outstanding Shares [Abstract] | ||
Schedule of our authorized convertible preferred stock | As of December 31, 2020 (1) 2019 Series Seed 4,000,000 4,000,000 Series Seed – 1 4,662,290 4,662,290 Series Seed – 2 8,484,214 8,484,214 Series Seed – 3 2,693,316 2,693,316 Series Seed – 4 941,868 941,868 Series A-1 18,610,884 18,610,884 Series A-2 20,881,506 20,881,506 Total authorized preferred stock 60,274,078 60,274,078 (1) See liquidation preference for the respective redemption rates. | |
Schedule of our authorized common stock | As of December 31, 2020 (1) 2019 (1) Outstanding Carry Value Outstanding Carry Value Series Seed 4,000,000 $ 100,000 4,000,000 $ 100,000 Series Seed – 1 4,662,290 2,686,199 4,662,290 2,686,199 Series Seed – 2 8,311,455 5,740,492 8,311,455 5,740,492 Series Seed – 3 2,693,316 1,921,543 2,693,316 1,921,543 Series Seed – 4 941,868 750,000 941,868 750,000 Series A – 1 18,610,884 9,887,284 18,610,884 9,891,936 Series A – 2 19,334,723 24,846,935 11,368,817 14,600,569 Total outstanding preferred stock 58,554,536 $ 45,932,453 50,588,630 $ $35,690,739 (1) See liquidation preference for the respective redemption rates. | |
Schedule of our authorized common stock | As of June 30, 2021 As of March 31, 2021 As Initially Reported Adjustments As Revised As Initially Reported Adjustments As Revised Total assets $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 Contract liabilities 1,944 (275 ) 1,669 2,439 75 2,514 Accrued expenses and other current liabilities (1) 2,663 (271 ) 2,392 997 (191 ) 806 Total current liabilities 6,466 (546 ) 5,920 4,019 (116 ) 3,903 Accumulated deficit (90,107 ) 546 (89,561 ) (33,344 ) 116 (33,228 ) Total shareholders’ deficit (87,986 ) 546 (87,440 ) (31,591 ) 116 (31,475 ) Total liabilities, convertible preferred stock, and shareholders’ deficit $ 101,838 $ — $ 101,838 $ 92,229 $ — $ 92,229 (1) At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. | As of December 31, 2020 2019 Class A 88,205,793 81,205,793 Class B 1,000 1,000 Total authorized common stock 88,206,793 81,206,793 |
Schedule of our outstanding common stock | As of December 31, 2020 2019 Class A 4,053,489 3,867,136 Class B — — Total outstanding common stock 4,053,489 3,867,136 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | September 30, 2021 December 31, 2020 Property, plant, and equipment, gross Leasehold improvements $ 667 $ 575 Computer equipment 553 149 Machinery, vehicles, and other equipment 824 60 Furniture and fixtures 211 10 Construction in progress 58 — Total property, plant, and equipment, gross 2,313 794 Accumulated depreciation (488 ) (219 ) Total property, plant, and equipment, net $ 1,825 $ 575 | As of December 31, 2020 2019 Property, plant, and equipment, gross Leasehold improvements $ 575,399 $ 493,723 Computer equipment 149,372 43,917 Machinery, vehicles, and other equipment 59,890 — Furniture and fixtures 9,735 9,735 Total property, plant, and equipment, gross 794,396 547,375 Accumulated depreciation (219,071 ) (79,767 ) Total property, plant, and equipment, net $ 575,325 $ 467,608 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | As of December 31, 2020 2019 Debt obligations Paycheck Protection Program (1) $ 410,941 $ — Total debt (2) $ 410,941 $ — (1) Bears interest at 1.0%, with recurring monthly interest payments commencing six months after execution of the loan, with the balance, unless otherwise forgiven, due on April 21, 2022. We believe the carrying value equals the fair value as of December 31, 2020. As of December 31, 2020, we had $2.9 thousand in accrued interest reported within accrued expenses and other payables on the Balance Sheet. (2) Of this amount, $323.5 thousand is reported within our current liabilities. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of future minimum lease payments | Operating Minimum future lease payments 2021 $ 235,882 2022 241,781 2023 183,056 2024 5,000 Total minimum future lease payments 665,719 Less: imputed interest (53,668 ) Total lease liability (1) $ 612,051 |
Schedule of lease expense and supplemental cash flow information | Year Ended December31, 2020 2019 Lease expense (1) $ 230,242 $ 177,681 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows for operating leases $ 133,608 $ 64,417 |
Schedule of relevant information related to our leases | Operating Leases Weighted-average remaining lease term 2.7 years Weighted-average discount rate (1) 6.0% |
Other Balance Sheet Items (Tabl
Other Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of prepaid and other assets | As of December 31, 2020 2019 Vendor deposits $ 46,649 $ 13,905 Prepaid expenses 174,906 63,598 Security deposit 19,281 13,000 Total prepaid and other assets $ 240,836 $ 90,503 |
Schedule of accrued expenses and other payables | As of December 31, 2020 2019 Payroll and related accruals $ 154,936 $ 75,344 Accrued expenses 149,044 63,067 Other payables 12,543 13,606 Total accrued expenses and other payable $ 316,523 $ 152,017 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of pre-tax income | Year Ended December 31, 2020 2019 United States $ 7,437,340 $ 7,329,896 Total loss before tax $ 7,437,340 $ 7,329,896 |
Schedule of federal statutory income tax rate | Year Ended December 31, 2020 2019 U.S. federal statutory income tax rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 1.0 % 0.9 % Non-Deductible Expenses (0.5 %) (0.7 %) Valuation Allowance (23.8 %) (21.3 %) Other 2.3 % 0.1 % Total Deferred Tax Assets: 0.0 % 0.0 % |
Schedule of deferred tax assets | Year Ended December 31, Deferred tax assets: 2020 2019 Net operating loss carryforwards $ 5,605,200 $ 4,060,346 Accruals and Reserves 1,959 1,527 Stock Compensation 158,010 59,641 Operating Lease Liability 171,274 31,630 Other 603,678 462,195 Gross deferred tax assets 6,540,121 4,615,339 Less: Valuation Allowance (6,257,691 ) (4,487,748 ) Net Deferred tax assets 282,430 127,591 Deferred tax liabilities: Depreciation and Amortization (111,156 ) (95,961 ) Right of Use Asset (171,274 ) (31,630 ) Total Deferred Tax Assets: $ — $ — |
Schedule of unrecognized tax benefits | Balance as of December 31, 2018 $ — Increases related to prior year tax positions 56,604 Decreases related to prior year tax positions — Balance as of December 31, 2019 $ 56,604 Increases related to prior year tax positions — Decreases related to prior year tax positions — Balance as of December 31, 2020 $ 56,604 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of stock option awards was estimated using a Black-Scholes option pricing model | 2020 2019 Expected term 5.97 5.90 Expected volatility 40.9 % 51.4 % Risk-free interest rate 0.5 % 1.9 % Dividend yield — — | |
Schedule of stock option awards | Number of Weighted-Average Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding balance as of December 31, 2018 8,330,955 0.10 0.18 9.42 Granted 1,555,000 0.10 0.16 9.36 Exercised (502,494 ) 0.09 0.18 8.93 — (1) Forfeited (866,566 ) 0.09 0.23 — Expired (489,541 ) 0.17 0.24 — Outstanding balance as of December 31, 2019 8,027,354 0.10 0.17 8.53 Granted 7,397,285 0.16 0.35 9.87 Exercised (56,250 ) 0.09 0.18 0.08 11,813 Forfeited (93,750 ) 0.09 0.18 — Outstanding balance as of December 31, 2020 15,274,639 0.13 0.26 8.65 2,061,436 Exercisable as of 6,642,867 0.10 0.19 1,359,628 Vested as of 5,926,304 0.10 | |
Schedule of condensed consolidated statements of operations and comprehensive loss | Three months ended September 30, Nine months ended Operating expense classification 2021 2020 2021 2020 Selling, general, and administrative $ 1,346 $ 31 $ 1,729 $ 112 R&D 139 26 320 96 Total share-based compensation expense $ 1,485 $ 57 $ 2,049 $ 208 |
Losses Per Share (Tables)
Losses Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted losses per share | Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Numerator Net loss $ (28,276 ) $ (1,667 ) $ (88,665 ) $ (4,387 ) Denominator Denominator for basic EPS – 5,734,865 3,997,238 5,290,676 3,949,360 Effect of dilutive securities — — — — Denominator for diluted EPS – 5,734,865 3,997,238 5,290,676 3,949,360 EPS – Basic $ (4.93 ) $ (0.42 ) $ (16.76 ) $ (1.11 ) EPS – Diluted $ (4.93 ) $ (0.42 ) $ (16.76 ) $ (1.11 ) | Year Ended December 31, 2020 2019 Numerator Net loss $ (7,437,340 ) $ (7,329,896 ) Denominator Denominator for basic EPS – weighted-average shares 3,962,932 3,727,064 Effect of dilutive securities — — Denominator for diluted EPS – weighted-average shares 3,962,932 3,727,064 EPS – Basic $ (1.88 ) $ (1.97 ) EPS – Diluted $ (1.88 ) $ (1.97 ) |
Convertible Instruments and E_2
Convertible Instruments and Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Instruments And Equity [Abstract] | |
Schedule of convertible preferred stock | Authorized Shares Outstanding Shares Carry Series Seed 4,000,000 4,000,000 $ 100 Series Seed – 1 4,662,290 4,662,290 2,686 Series Seed – 2 8,484,214 8,311,455 5,740 Series Seed – 3 2,693,316 2,693,316 1,922 Series Seed – 4 941,868 941,868 750 Series A-1 18,610,884 18,610,884 9,887 Series A-2 20,881,506 19,334,723 24,847 Total outstanding preferred stock 60,274,078 58,554,536 $ 45,932 |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of preliminary fair value of consideration | Cash paid at closing (1) $ 1,714 Contingent consideration 2,009 Settlement of pre-existing relationship 45 Total fair value of consideration transferred $ 3,768 (1) Includes $0.5 million of cash paid to an escrow that becomes payable to the selling shareholders of HelioHeat to the extent the funds are not used to offset certain costs incurred for the assumed customer projects. The amount is being treated as consideration transferred as the release of the funds is likely to occur. |
Schedule of preliminary purchase price allocation as of the acquisition date | Cash and cash equivalents $ 30 Prepaid and other current assets 33 Property, plant and equipment, net 8 Goodwill 4,342 Total assets acquired 4,413 Trade payables 4 Accrued expenses and other current liabilities 73 Debt 41 Other liabilities (1) 527 Total liabilities assumed 645 Net assets acquired $ 3,768 (1) Represents the fair value estimate for the assumed customer contracts calculated using the discounted net cash flows estimated to be incurred to satisfy the remaining performance obligation under each of the assumed customer contracts. |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of accrued expenses and other current liabilities | September 30, December 31, Payroll and other employee benefits $ 370 $ 155 Professional fees 1,181 108 Research and development costs 664 — Operating lease liabilities, current portion 2,175 209 Other accrued expenses 352 53 Total accrued expenses and other current liabilities $ 4,742 $ 525 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments [Abstract] | |
Schedule of investments in fixed maturity securities | Investment type Amortized Unrealized Fair Corporate bonds (1) $ 31,577 $ (8 ) $ 31,569 Commercial paper 5,299 1 5,300 Total $ 36,876 $ (7 ) $ 36,869 (1) -for-sale -one |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of cash flows related to interest, leases, additional paid-in capital and capital expenditures included in property, plant and equipment | Nine Months Ended 2021 2020 Supplemental disclosures: Cash paid for interest $ 3 $ — Cash paid for amounts included in the measurement of operating lease $ 483 $ 26 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,685 $ 601 Other financing costs incurred but not yet paid $ 369 $ — Capitalization of property, plant and equipment incurred but not yet paid $ 231 $ 14 |
Schedule of reconciliation of cash, cash equivalents and restricted cash | Nine Months Ended 2021 2020 Supplemental disclosures: Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 40,126 $ 18,334 Restricted cash 1,500 — Total cash, cash equivalents and restricted cash $ 41,626 $ 18,334 |
Organization and Operations (De
Organization and Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 19, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization and Operations (Details) [Line Items] | ||||||||
Net losses | $ 28,300,000 | $ 1,700,000 | $ 88,700,000 | $ 4,400,000 | ||||
Cash and cash equivalents | 40,100,000 | 40,100,000 | ||||||
Liquid short-term investments | 36,900,000 | |||||||
Accumulated deficit | 117,800,000 | $ 117,800,000 | ||||||
Capital expenditure requirements term | 12 months | |||||||
Loan amount | 400,000 | |||||||
Accrued interest | $ 3,000 | $ 3,000 | ||||||
Net loss | $ 7,400,000 | $ 7,300,000 | ||||||
Accumulated deficit | $ 29,200,000 | 29,200,000 | $ 18,300,000 | |||||
Accrued professional fees | $ 108,000 | 1,181,000 | $ 1,181,000 | $ 108,000 | ||||
Athena Technology Acquisition Corp [Member] | ||||||||
Organization and Operations (Details) [Line Items] | ||||||||
Percentage of outstanding voting securities | 50.00% | 50.00% | ||||||
Athena Technology Acquisition Corp [Member] | ||||||||
Organization and Operations (Details) [Line Items] | ||||||||
Percentage of assets held in trust account | 80.00% | |||||||
Business combination, description | Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Public Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Units, will be held in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the Proposed Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination within 24 months from the closing of the Proposed Public Offering, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Proposed Public Offering or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | Following the closing of the IPO on March 19, 2021, $250,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination prior to March 19, 2023 (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the combination period or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | ||||||
Share price per public share (in Dollars per share) | $ 10 | $ 10 | ||||||
Net tangible assets | $ 5,000,001 | |||||||
Net of taxes payable | $ 100,000 | |||||||
Trust account, description | (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. | (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. | ||||||
Working capital deficit | $ 17,500 | |||||||
Gross proceeds | $ 245,000,000 | |||||||
Generating gross proceeds | 7,000,000 | |||||||
Transaction cost | 14,203,291 | 14,203,291 | ||||||
Underwriting discount | 5,000,000 | |||||||
Deferred underwriting discount | 8,750,000 | |||||||
Other offering costs | 453,291 | |||||||
Expense associated with warrant liability | 566,948 | |||||||
Interest to pay dissolution expenses | 100,000 | |||||||
Operating bank account | 177,000 | |||||||
Working capital | 2,100,000 | |||||||
Accrued professional fees | $ 2,200,000 | $ 2,200,000 | ||||||
Capital contribution | $ 25,000 | |||||||
Deferred offering costs | $ 300,000 | |||||||
Initial Public Offering [Member] | Athena Technology Acquisition Corp [Member] | ||||||||
Organization and Operations (Details) [Line Items] | ||||||||
Number of units issued (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Share price (in Dollars per share) | $ 10 | $ 11.5 | $ 11.5 | $ 10 | ||||
Share price per public share (in Dollars per share) | $ 10 | |||||||
Shares issued price per share (in Dollars per share) | $ 10 | |||||||
Gross proceeds | $ 250,000,000 | |||||||
Over-Allotment Option [Member] | Athena Technology Acquisition Corp [Member] | ||||||||
Organization and Operations (Details) [Line Items] | ||||||||
Number of units issued (in Shares) | 28,750,000 | 28,750,000 | ||||||
Sale of stock (in Shares) | 28,750,000 | |||||||
Private Placement [Member] | Athena Technology Acquisition Corp [Member] | ||||||||
Organization and Operations (Details) [Line Items] | ||||||||
Number of units issued (in Shares) | 700,000 | 700,000 | ||||||
Share price (in Dollars per share) | $ 10 | 10 | 10 | $ 10 | ||||
Shares issued price per share (in Dollars per share) | 10 | $ 10 | ||||||
Sale of stock (in Shares) | 700,000 | 700,000 | ||||||
Generating gross proceeds | $ 7,000,000 | |||||||
Subscription Agreements [Member] | Athena Technology Acquisition Corp [Member] | ||||||||
Organization and Operations (Details) [Line Items] | ||||||||
Shares issued price per share (in Dollars per share) | $ 10 | $ 10 | ||||||
Purchase an aggregate shares (in Shares) | 16,500,000 | |||||||
Aggregate purchase price | $ 165,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Cash | $ 250,000 | $ 250,000 | |||||||
Variable interest percentage | 50.00% | 50.00% | |||||||
Advertising costs | $ 249,900 | $ 157,200 | |||||||
Revenue | $ 2,202,000 | $ 200,000 | $ 108,000 | $ 3,563,000 | $ 200,000 | $ 200,000 | |||
Convertible preferred stock | $ 200,000 | ||||||||
Shareholders’ deficit | $ 100,000 | ||||||||
Athena Technology Acquisition Corp [Member] | |||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Aggregate of common stock (in Shares) | 1,250,000 | ||||||||
Shareholders’ deficit | 5,000,000 | ||||||||
Transaction costs | $ 14,203,291 | 14,203,291 | |||||||
Warrant liability | 566,948 | ||||||||
Federal depository insurance coverage | $ 250,000 | ||||||||
Class A Common Stock [Member] | Athena Technology Acquisition Corp [Member] | |||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Common stock units sold (in Shares) | 25,000,000 | 25,000,000 |
Proposed Public Offering (Detai
Proposed Public Offering (Details) - Athena Technology Acquisition Corp [Member] | 1 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Proposed Public Offering (Details) [Line Items] | |
Public units description | Each Public Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. |
Warrant expire term | 5 years |
Proposed Public Offering [Member] | |
Proposed Public Offering (Details) [Line Items] | |
Sale of public units | 25,000,000 |
Price per public unit (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Proposed Public Offering (Details) [Line Items] | |
Shares of underwriters | 28,750,000 |
Private Placement (Details)
Private Placement (Details) - Athena Technology Acquisition Corp [Member] - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate of purchase shares (in Shares) | 700,000 | 700,000 |
Price per share | $ 10 | $ 10 |
Aggregate of purchase price (in Dollars) | $ 7,000,000 | $ 7,000,000 |
Public units, description | Each Private Placement Unit will consist of one share of Class A common stock (the “Private Placement Shares”) and one-third of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. | |
Class A Common Stock [Member] | ||
Private Placement (Details) [Line Items] | ||
Price per share | $ 11.5 | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | May 03, 2021 | Jan. 08, 2021 | Jan. 08, 2020 | May 31, 2021 | Dec. 31, 2020 | Dec. 28, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Debt instrument term | 7 years | 12 years | ||||||||
Base rent | $ 150,000 | $ 150,000 | ||||||||
Percentage of escalation clause | 3.00% | |||||||||
Paid for building management services | $ 3,000 | |||||||||
Paid for facilities staff and services | 13,000 | |||||||||
Rental revenue | $ 45,000 | $ 60,000 | ||||||||
Ownership percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Total Fees | $ 280,700 | $ 280,600 | ||||||||
Athena Technology Acquisition Corp [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Business combination, description | Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Public Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Units, will be held in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the Proposed Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination within 24 months from the closing of the Proposed Public Offering, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Proposed Public Offering or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | Following the closing of the IPO on March 19, 2021, $250,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination prior to March 19, 2023 (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the combination period or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | ||||||||
Cover expenses | $ 300,000 | $ 300,000 | ||||||||
Offering expenses | $ 1,000,000 | |||||||||
Promissory note | $ 12,500 | |||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Business combination entity price (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | ||||||
Office space | $ 10,000 | $ 10,000 | ||||||||
Accrued total | $ 64,516 | $ 64,516 | ||||||||
Athena Technology Acquisition Corp [Member] | Founder Share [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor payment | $ 25,000 | |||||||||
Price per share (in Dollars per share) | $ 0.003 | |||||||||
Shares consideration (in Shares) | 9,816,667 | |||||||||
Shares subject to forfeiture (in Shares) | 1,250,000 | 1,250,000 | ||||||||
Business combination, description | (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the Lock-up. | |||||||||
Athena Technology Acquisition Corp [Member] | Founder Share [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor payment | $ 25,000 | |||||||||
Price per share (in Dollars per share) | $ 0.003 | |||||||||
Shares consideration (in Shares) | 9,816,667 | |||||||||
Shares subject to forfeiture (in Shares) | 1,250,000 | |||||||||
Business combination, description | (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of the Founder Shares, until the closing price of the Company’s Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the Lock-up. | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Total Fees | $ 536,500 | $ 553,900 | ||||||||
Class B common stock [Member] | Athena Technology Acquisition Corp [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class B common stock [Member] | Athena Technology Acquisition Corp [Member] | Founder Share [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Aug. 31, 2021 | Mar. 19, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jul. 27, 2021 | May 23, 2021 | |
Commitments & Contingencies (Details) [Line Items] | ||||||
Gross proceeds | $ 83,400,000 | |||||
Lease term | 7 years | |||||
Right-of-use assets | $ 12,100,000 | $ 4,600,000 | ||||
Operating lease liabilities | 12,100,000 | $ 4,700,000 | ||||
Credit payable | 1,500,000 | |||||
Credit payable reduced amount | 1,000,000 | |||||
Irrevocable credit value | $ 1,500,000 | |||||
Cash payment | $ 100,000 | |||||
Additional stock-based compensation expense | $ 1,100,000 | |||||
Pasadena Office Lease [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Future lease payments, description | As of September 30, 2021, our future minimum lease payments for the Pasadena Office Lease were $0.2 million for the remainder of 2021; $0.9 million for 2022; $0.9 million for 2023; $0.9 million for 2024; $1.0 million for 2025; and $2.4 million thereafter with imputed interest of approximately $1.9 million based on a discount rate of 6.5%. The remaining lease term is approximately 6.7 years. | |||||
Long Beach Office [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Future lease payments, description | As of September 30, 2021, our future minimum lease payments for the Long Beach Office Lease were $0.4 million for the remainder of 2021; $1.6 million for 2022; $1.6 million for 2023; $1.7 million for 2024; $1.8 million for 2025; and $10.3 million thereafter with imputed interest of approximately $5.3 million based on a discount rate of 7.0%. The remaining lease term is approximately 10.0 years. | |||||
Athena Technology Acquisition Corp [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Additional units (in Shares) | 3,750,000 | |||||
Deferred underwriting fee percentage | 3.50% | 2.00% | ||||
Gross proceeds | $ 8,750,000 | $ 5,000,000 | ||||
Underwriting discount | $ 5,000,000 | |||||
Athena Technology Acquisition Corp [Member] | Underwriters Agreement [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Deferred underwriting fee percentage | 3.50% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Athena Technology Acquisition Corp [Member] | 1 Months Ended | 9 Months Ended | ||
Dec. 31, 2020$ / sharesshares | Sep. 30, 2021$ / sharesshares | May 03, 2021shares | Dec. 28, 2020$ / shares | |
Stockholders' Equity (Details) [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Converted basis percentage | 25.00% | 25.00% | ||
Warrants description | Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share | |||
Warrants expire term | 5 years | |||
Warrants redemption description | • in whole and not in part;• at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and• if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. | |||
Newly issued price percent | 115.00% | |||
Business Combination [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ / shares | $ 9.2 | $ 9.2 | ||
Over-Allotment Option [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Shares forfeited | 1,250,000 | |||
Class A Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, share issued | 0 | 700,000 | ||
Common stock, shares outstanding | 0 | 700,000 | ||
Shares subject to possible redemption | 25,000,000 | |||
Class B Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of vote for each share | 1 | |||
Common stock, share issued | 9,816,667 | 8,566,667 | ||
Common stock, shares outstanding | 9,816,667 | 8,566,667 | ||
Aggregate shares | 9,816,667 | |||
Shares subject to forfeiture | 1,250,000 | |||
Percentage owned of issued and outstanding | 25.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 5 Months Ended | 12 Months Ended |
May 31, 2021 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||
Gross proceeds | $ 83.4 | |
Pre-money valuation | 750 | |
Subsequent, description | the investor(s) convert(s) at round price if it is lower than a $750 million valuation, with a cap of $750 million. | |
Initial Public Offering [Member] | Special Purpose Acquisition Company [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Pre-money valuation | 750 | |
Series B [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Pre-money valuation | $ 750 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Athena Technology Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Stockholders’ equity | $ 5,000,000 |
Net tangible assets | 5,000,001 |
Shares not subject to redemption, value | $ 5,000,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement - Athena Technology Acquisition Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Mar. 19, 2021 | |
As Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common Stock subject to possible redemption | $ 228,381,200 | $ 227,362,131 | $ 228,381,200 | $ 227,542,138 |
Class A common stock, $0.0001 par value | 286 | 296 | 286 | 295 |
Class B common stock, $0.0001 par value | 857 | 982 | 857 | 982 |
Additional Paid in Capital | 4,747,731 | 5,766,666 | 4,747,731 | 5,586,660 |
Retained Earnings (Accumulated Deficit) | 251,127 | (767,937) | 251,127 | (587,936) |
Total Stockholders’ Equity (Deficit) | $ 5,000,001 | $ 5,000,007 | $ 5,000,001 | $ 5,000,001 |
Number of shares subject to redemption (in Shares) | 22,838,120 | 22,736,213 | 22,838,120 | 22,754,214 |
Weighted average shares outstanding, redeemable Class A common stock (in Shares) | 22,987,181 | 22,752,829 | 22,738,853 | |
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ 0 | $ 0 | $ 0 | |
Weighted average shares outstanding, non-redeemable Class A and Class B common stock (in Shares) | 11,529,334 | 8,992,369 | 10,267,860 | |
Basic and diluted net income per share, non-redeemable Class A and Class B common stock (in Dollars per share) | $ 0.09 | $ (0.09) | $ 0.02 | |
Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common Stock subject to possible redemption | $ 21,618,800 | $ 22,637,869 | $ 21,618,800 | $ 22,457,862 |
Class A common stock, $0.0001 par value | (216) | (226) | (216) | (225) |
Class B common stock, $0.0001 par value | ||||
Additional Paid in Capital | (4,747,731) | (5,766,666) | (4,747,731) | (5,586,660) |
Retained Earnings (Accumulated Deficit) | (16,870,853) | (16,870,977) | (16,870,853) | (16,870,977) |
Total Stockholders’ Equity (Deficit) | $ (21,618,800) | $ (22,637,869) | $ (21,618,800) | $ (22,457,862) |
Number of shares subject to redemption (in Shares) | 2,161,880 | 2,263,787 | 2,161,880 | 2,245,786 |
Weighted average shares outstanding, redeemable Class A common stock (in Shares) | 2,012,819 | (19,419,496) | (8,512,334) | |
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ 0.03 | $ (0.06) | $ 0.01 | |
Weighted average shares outstanding, non-redeemable Class A and Class B common stock (in Shares) | (2,262,667) | (332,369) | (1,302,850) | |
Basic and diluted net income per share, non-redeemable Class A and Class B common stock (in Dollars per share) | $ (0.06) | $ 0.03 | $ (0.01) | |
As Restated [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common Stock subject to possible redemption | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 |
Class A common stock, $0.0001 par value | 70 | 70 | 70 | 70 |
Class B common stock, $0.0001 par value | 857 | 982 | 857 | 982 |
Additional Paid in Capital | ||||
Retained Earnings (Accumulated Deficit) | (16,619,726) | (17,638,914) | (16,619,726) | (17,458,913) |
Total Stockholders’ Equity (Deficit) | $ (16,618,799) | $ (17,637,862) | $ (16,618,799) | $ (17,457,861) |
Number of shares subject to redemption (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 |
Weighted average shares outstanding, redeemable Class A common stock (in Shares) | 25,000,000 | 3,333,333 | 14,226,519 | |
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ 0.03 | $ (0.06) | $ 0.01 | |
Weighted average shares outstanding, non-redeemable Class A and Class B common stock (in Shares) | 9,266,667 | 8,660,000 | 8,965,010 | |
Basic and diluted net income per share, non-redeemable Class A and Class B common stock (in Dollars per share) | $ 0.03 | $ (0.06) | $ 0.01 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement (Parentheticals) - As Restated [Member] - Athena Technology Acquisition Corp [Member] - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 19, 2021 |
Class A Common Stock [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class B Common Stock [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - Athena Technology Acquisition Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Numerator: Net loss allocable to Class A common stock | |||
Net loss | $ (5,763,793) | $ (5,511,905) | |
Less: Allocation of net loss to Class B common stock | (1,440,948) | (1,753,788) | |
Proportionate share of net loss | $ (4,322,845) | $ (3,758,117) | |
Denominator: Weighted Average Class A Common Stock | |||
Basic and diluted weighted average shares outstanding (in Shares) | 25,700,000 | 18,357,143 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.17) | $ (0.2) | |
Numerator: Net loss allocable to Class B common stock | |||
Net loss | $ (761) | $ (5,763,793) | $ (5,511,905) |
Less: Allocation of net loss to Class A common stock | (4,322,845) | (3,758,117) | |
Proportionate share of net loss | $ (1,440,948) | $ (1,753,788) | |
Weighted average shares outstanding, basic and diluted (in Shares) | 8,566,667 | 8,566,667 | |
Basic and diluted net loss per common share (in Dollars per share) | $ (0.17) | $ (0.2) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Athena Technology Acquisition Corp [Member] - USD ($) | 1 Months Ended | 9 Months Ended | |
Mar. 19, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | |||
Purchase price per unit | $ 10 | ||
Warrant expire term | 5 years | ||
Redemption of warrants description | Once the warrants become exercisable, the Company may redeem the outstanding warrants:• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. | ||
Warrant price per share | $ 0.01 | ||
Exercise price of warrant, percentage | 115.00% | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial business combination issued price | $ 9.2 | $ 9.2 | |
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of units (in Shares) | 25,000,000 | ||
Purchase price per unit | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 250,000,000 | ||
Class A common stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Purchase price per unit | $ 11.5 |
Fair Value Instruments (Details
Fair Value Instruments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Liability warrants | $ 46 |
Fair Value Instruments (Detai_2
Fair Value Instruments (Details) - Schedule of company's assets measured at fair value on recurring basis - Athena Technology Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Liabilities: | |
Total liabilities | $ 11,650,665 |
U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Total assets | 250,013,873 |
Public Warrants Liability [Member] | |
Liabilities: | |
Total liabilities | 11,333,332 |
Private Placement Warrants Liability [Member] | |
Liabilities: | |
Total liabilities | 317,333 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Liabilities: | |
Total liabilities | 11,333,332 |
Quoted Prices In Active Markets (Level 1) [Member] | U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Total assets | 250,013,873 |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants Liability [Member] | |
Liabilities: | |
Total liabilities | 11,333,332 |
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants Liability [Member] | |
Liabilities: | |
Total liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | |
Liabilities: | |
Total liabilities | 317,333 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Total assets | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants Liability [Member] | |
Liabilities: | |
Total liabilities | |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants Liability [Member] | |
Liabilities: | |
Total liabilities | 317,333 |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Liabilities: | |
Total liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Money Market held in Trust Account [Member] | |
Assets: | |
Total assets | |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants Liability [Member] | |
Liabilities: | |
Total liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants Liability [Member] | |
Liabilities: | |
Total liabilities |
Fair Value Instruments (Detai_3
Fair Value Instruments (Details) - Schedule of changes level 3 liabilities - Level 3 [Member] - Athena Technology Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Instruments (Details) - Schedule of changes level 3 liabilities [Line Items] | |
Fair Value at January 1, 2021 | |
Initial fair value of public and private warrants | 10,258,582 |
Change in fair value of public and private warrants | (2,805,582) |
Transfer of public warrants to level 1 | (7,250,000) |
Transfer of private warrants to level 2 | (203,000) |
Fair Value at September 30, 2021 |
Fair Value Instruments (Detai_4
Fair Value Instruments (Details) - Schedule of key inputs into monte carlo simulation - Athena Technology Acquisition Corp [Member] | 12 Months Ended |
Mar. 19, 2021$ / shares | |
Fair Value Instruments (Details) - Schedule of key inputs into monte carlo simulation [Line Items] | |
Risk-free interest rate | 1.38% |
Expected term remaining (years) | 6 years 4 months 28 days |
Expected volatility | 25.00% |
Stock price (in Dollars per share) | $ 10 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of depreciation for property, plant, and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 5 years |
Computer equipment and software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 2 years |
Machinery, vehicles, and other equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 5 years |
Furniture and fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Lives in Years | 2 years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 | |
Revenue from Contracts with Customers (Details) [Line Items] | |||||
Revenue from contracts with customers description | As of December 31, 2020, we had completed our obligations under our only contract in which $200.0 thousand of revenue was generated for the year ended December 31, 2020. We entered into a separate contract with the same counterparty for an aggregate transaction price of $6.0 million, of which no revenue was recognized in the year ended December 31, 2020, as performance on the contract had not commenced. We expect to recognize the $6.0 million as revenue in 2021. Services under both contracts were performed and scheduled to be performed for a non-governmental customer in Australia. We generally collect payment within 60 days of billing. | ||||
Accounts receivable trade, net | $ 293,900 | ||||
Revenue recognized | $ 2,200,000 | $ 3,600,000 | |||
Revenue recognized contract with customer | 3,900,000 | ||||
Contract liability | 1,700,000 | 1,700,000 | |||
Unbilled receivables | $ 100,000 | 100,000 | |||
Subsequent Event [Member] | |||||
Revenue from Contracts with Customers (Details) [Line Items] | |||||
Revenue recognized contract with customer | $ 1,400,000 | $ 2,500,000 |
Outstanding Shares (Details)
Outstanding Shares (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Outstanding Shares (Details) [Line Items] | |||
Shares authorized | 60,274,078 | ||
Convertible preferred stock (in Dollars per share) | $ 0.001 | ||
Gross proceeds (in Dollars) | $ 50,000,000 | ||
Conversion price (in Dollars) | $ 150,000,000 | ||
Percentage of voting power | 50.00% | ||
Debt security (in Dollars) | $ 200,000 | ||
Dividend percentage | 8.00% | ||
Incurred loss (in Dollars) | $ 7,500 | $ 21,400 | |
Purchase of shares | 189,395 | ||
Maturity date | May 25, 2027 | ||
Business Combination [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Votes equal percentage | 80.00% | ||
Preferred Stock [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Shares issued | 58,554,536 | 50,588,630 | |
Shares outstanding | 58,554,536 | 50,588,630 | |
Common Stock [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Shares authorized | 88,206,793 | ||
Shares issued | 4,053,489 | 3,867,136 | |
Shares outstanding | 4,053,489 | 3,867,136 | |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Series Seed [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | 0.025 | ||
Series Seed –1 [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | 0.57 | ||
Series Seed –2 [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | 0.63 | ||
Series Seed –3 [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | 0.69 | ||
Series Seed –4 [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Common stock par value (in Dollars per share) | 0.69 | ||
Series A-1 [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Convertible preferred stock (in Dollars per share) | 0.53732 | ||
Series A-2 [Member] | |||
Outstanding Shares (Details) [Line Items] | |||
Convertible preferred stock (in Dollars per share) | 1.29301 | ||
Preferred stock per share (in Dollars per share) | $ 0.69 |
Outstanding Shares (Details) -
Outstanding Shares (Details) - Schedule of our authorized convertible preferred stock - shares | Sep. 30, 2021 | Dec. 31, 2020 | [1] | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 60,274,078 | 60,274,078 | 60,274,078 | |
Series Seed [Member] | ||||
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 4,000,000 | 4,000,000 | ||
Series Seed – 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 4,662,290 | 4,662,290 | ||
Series Seed – 2 [Member] | ||||
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 8,484,214 | 8,484,214 | ||
Series Seed – 3 [Member] | ||||
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 2,693,316 | 2,693,316 | ||
Series Seed – 4 [Member] | ||||
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 941,868 | 941,868 | ||
Series A-1 [Member] | ||||
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 18,610,884 | 18,610,884 | ||
Series A-2 [Member] | ||||
Class of Stock [Line Items] | ||||
Total authorized preferred stock | 20,881,506 | 20,881,506 | ||
[1] | See liquidation preference for the respective redemption rates. |
Outstanding Shares (Details) _2
Outstanding Shares (Details) - Schedule of our outstanding convertible preferred shares - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 58,554,536 | 50,588,630 |
Total preferred stock, carry value | [1] | $ 45,932,453 | $ 35,690,739 |
Series Seed [Member] | |||
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 4,000,000 | 4,000,000 |
Total preferred stock, carry value | [1] | $ 100,000 | $ 100,000 |
Series Seed – 1 [Member] | |||
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 4,662,290 | 4,662,290 |
Total preferred stock, carry value | [1] | $ 2,686,199 | $ 2,686,199 |
Series Seed – 2 [Member] | |||
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 8,311,455 | 8,311,455 |
Total preferred stock, carry value | [1] | $ 5,740,492 | $ 5,740,492 |
Series Seed – 3 [Member] | |||
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 2,693,316 | 2,693,316 |
Total preferred stock, carry value | [1] | $ 1,921,543 | $ 1,921,543 |
Series Seed – 4 [Member] | |||
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 941,868 | 941,868 |
Total preferred stock, carry value | [1] | $ 750,000 | $ 750,000 |
Series A – 1 [Member] | |||
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 18,610,884 | 18,610,884 |
Total preferred stock, carry value | [1] | $ 9,887,284 | $ 9,891,936 |
Series A – 2 [Member] | |||
Preferred Units [Line Items] | |||
Total preferred stock, outstanding | [1] | 19,334,723 | 11,368,817 |
Total preferred stock, carry value | [1] | $ 24,846,935 | $ 14,600,569 |
[1] | See liquidation preference for the respective redemption rates. |
Outstanding Shares (Details) _3
Outstanding Shares (Details) - Schedule of our authorized common stock - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total authorized common stock | 88,206,793 | 81,206,793 |
Class A | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total authorized common stock | 88,205,793 | 81,205,793 |
Class B | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total authorized common stock | 1,000 | 1,000 |
Outstanding Shares (Details) _4
Outstanding Shares (Details) - Schedule of our outstanding common stock - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Outstanding Shares (Details) - Schedule of our outstanding common stock [Line Items] | ||
Total outstanding common stock | 4,053,489 | 3,867,136 |
Class A | ||
Outstanding Shares (Details) - Schedule of our outstanding common stock [Line Items] | ||
Total outstanding common stock | 4,053,489 | 3,867,136 |
Class B | ||
Outstanding Shares (Details) - Schedule of our outstanding common stock [Line Items] | ||
Total outstanding common stock |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 139,300 | $ 46,100 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property and equipment - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Gross total | $ 2,313,000 | $ 794,396 | $ 547,375 |
Accumulated depreciation | (488,000) | (219,071) | (79,767) |
Total property, plant, and equipment, net | 1,825,000 | 575,325 | 467,608 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | 667,000 | 575,399 | 493,723 |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | 553,000 | 149,372 | 43,917 |
Machinery, vehicles, and other equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | 824,000 | 59,890 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | $ 211,000 | $ 9,735 | $ 9,735 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 21, 2020 | Dec. 31, 2020 | |
Debt (Details) [Line Items] | ||
Unsecured loan | $ 410,900 | |
PPP Loan [Member] | ||
Debt (Details) [Line Items] | ||
Debt conversion description | the CARES Act and provides for loans to qualifying businesses in a maximum amount equal to the lesser of $10.0 million and 2.5 times the average monthly payroll expenses of the qualifying business. |
Debt (Details) - Schedule of de
Debt (Details) - Schedule of debt obligations - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Debt obligations | |||
Paycheck Protection Program(1) | [1] | $ 410,941 | |
Total debt(2) | [2] | $ 410,941 | |
[1] | Bears interest at 1.0%, with recurring monthly interest payments commencing six months after execution of the loan, with the balance, unless otherwise forgiven, due on April 21, 2022. We believe the carrying value equals the fair value as of December 31, 2020. As of December 31, 2020, we had $2.9 thousand in accrued interest reported within accrued expenses and other payables on the Balance Sheet. | ||
[2] | Of this amount, $323.5 thousand is reported within our current liabilities. |
Leases (Details)
Leases (Details) - USD ($) | 1 Months Ended | ||||
May 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | Jan. 01, 2019 | |
Disclosure Text Block [Abstract] | |||||
Operating lease, right-of-use asset | $ 612,051 | $ 16,709,000 | $ 144,972 | $ 136,100 | |
Debt instrument, term | 7 years | 12 years | |||
Leases description | We enter into operating leases primarily for office and manufacturing facilities in California to support our customer development initiatives. Our leases, located in Pasadena, Alhambra and Lancaster, are leased under various agreements that extend for varying periods through 2023, with the option to extend our Lancaster lease through 2024. The extension option is reasonably certain to be exercised and included in the amounts recorded. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of future minimum lease payments | Dec. 31, 2008USD ($) | |
Minimum future lease payments | ||
2021 | $ 235,882 | |
2022 | 241,781 | |
2023 | 183,056 | |
2024 | 5,000 | |
Total minimum future lease payments | 665,719 | |
Less: imputed interest | (53,668) | |
Total lease liability | $ 612,051 | [1] |
[1] | Includes the current and non-current lease liability, as reported in our Balance Sheet. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease expense and supplemental cash flow information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of lease expense and supplemental cash flow information [Abstract] | |||
Lease expense | [1] | $ 230,242 | $ 177,681 |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash outflows for operating leases | $ 133,608 | $ 64,417 | |
[1] | Includes variable and short-term lease expenses, which are individually immaterial for disaggregation. Our lease expense is reported in selling, general, and administrative expense in the Statements of Operations. |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of relevant information related to our leases | Dec. 31, 2020 | |
Schedule of relevant information related to our leases [Abstract] | ||
Weighted-average remaining lease term | 2 years 8 months 12 days | |
Weighted-average discount rate | 6.00% | [1] |
[1] | The discount rates applied to each operating lease reflects our estimated incremental borrowing rate which was determined based on lending rates specific to the type of leased real estate. |
Other Balance Sheet Items (Deta
Other Balance Sheet Items (Details) $ in Millions | Dec. 31, 2019USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Convertible note for the sale of assets | $ 2.1 |
Other Balance Sheet Items (De_2
Other Balance Sheet Items (Details) - Schedule of prepaid and other assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of prepaid and other assets [Abstract] | ||
Vendor deposits | $ 46,649 | $ 13,905 |
Prepaid expenses | 174,906 | 63,598 |
Security deposit | 19,281 | 13,000 |
Total prepaid and other assets | $ 240,836 | $ 90,503 |
Other Balance Sheet Items (De_3
Other Balance Sheet Items (Details) - Schedule of accrued expenses and other payables - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accrued expenses and other payables [Abstract] | ||
Payroll and related accruals | $ 154,936 | $ 75,344 |
Accrued expenses | 149,044 | 63,067 |
Other payables | 12,543 | 13,606 |
Total accrued expenses and other payables | $ 316,523 | $ 152,017 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income limitation, description | The temporary removal of the 80% income limitation on NOL usage has no impact as the Company has substantial NOLs generated in years prior to the enactment of the TCJA not subject to this 80% limitation. | ||||
Federal and state deferred tax assets | $ 6,300,000 | ||||
Federal NOLs | $ 26,000,000 | 26,200,000 | $ 19,100,000 | ||
State NOLs | 1,900,000 | $ 2,300,000 | $ 1,500,000 | ||
Federal tax code, description | Of the aforementioned amounts, the amount of the Company’s federal NOL carryforwards subject to Section 382 of the federal tax code are $0.2 million and its California NOLs subject to a Section 382 limitation are $0.4 million. | Of the aforementioned amounts, the amount of the Company’s federal NOLs subject to a Section 382 limitation are $0.2 million and its California NOLs subject to a 382 limitation are $0.4 million. | |||
Federal and state research tax credit carryforwards | $ 56,600 | ||||
Unrecognized tax benefits | 56,600 | $ 56,600 | $ 56,600 | ||
Income tax expense | $ 0 | $ 0 | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 0 | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of pre-tax income - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of pre-tax income [Abstract] | ||
United States | $ 7,437,340 | $ 7,329,896 |
Total loss before tax | $ 7,437,340 | $ 7,329,896 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of federal statutory income tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of federal statutory income tax rate [Abstract] | ||
U.S. federal statutory income tax rate | 21.00% | 21.00% |
State and local income taxes, net of federal benefit | 1.00% | 0.90% |
Non-Deductible Expenses | (0.50%) | (0.70%) |
Valuation Allowance | (23.80%) | (21.30%) |
Other | 2.30% | 0.10% |
Total Deferred Tax Assets: | 0.00% | 0.00% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of deferred tax assets [Abstract] | ||
Net operating loss carryforwards | $ 5,605,200 | $ 4,060,346 |
Accruals and Reserves | 1,959 | 1,527 |
Stock Compensation | 158,010 | 59,641 |
Operating Lease Liability | 171,274 | 31,630 |
Other | 603,678 | 462,195 |
Gross deferred tax assets | 6,540,121 | 4,615,339 |
Less: Valuation Allowance | (6,257,691) | (4,487,748) |
Net Deferred tax assets | 282,430 | 127,591 |
Deferred tax liabilities: | ||
Depreciation and Amortization | (111,156) | (95,961) |
Right of Use Asset | (171,274) | (31,630) |
Total Deferred Tax Assets: |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of unrecognized tax benefits - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of unrecognized tax benefits [Abstract] | ||
Balance | $ 56,604 | |
Increases related to prior year tax positions | 56,604 | |
Decreases related to prior year tax positions | ||
Balance | $ 56,604 | $ 56,604 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation (Details) [Line Items] | |||||||
Common stock, shares authorized (in Shares) | 60,274,078 | ||||||
Shares grant options (in Shares) | 4,487,142 | ||||||
Fair market value percentage | 100.00% | 100.00% | |||||
Date of grant percentage | 110.00% | 110.00% | |||||
Incentive stock options percentage | 10.00% | 10.00% | |||||
Stock Incentive Plan, description | The term of the options granted under the 2013 Plan cannot be greater than ten years; five years for incentive stock options granted to a ten percent or more stockholder of the Company. Options granted generally vest twenty-five percent on the one-year anniversary of the date of grant with the remaining balance vesting equally on a monthly basis over the subsequent three years. On December 21, 2020, the 2013 Plan was amended to increase the number of authorized shares to approximately 20.6 million shares. | The term of the options granted under the 2013 Plan cannot be greater than ten years; five years for incentive stock options granted to a ten percent or more stockholder of the Company. Options granted generally vest twenty-five percent on the one-year anniversary of the date of grant with the remaining balance vesting equally on a monthly basis over the subsequent three years. On December 20, 2019 and December 21, 2020, the 2013 Plan was amended to increase the number of authorized shares to 13,632,878 shares and 20,632,878 shares, respectively. | |||||
Unrecognized compensation cost | $ 1,300,000 | ||||||
Weighted-average years | 1 year 7 months 17 days | ||||||
Share-based compensation expense | $ 278,200 | $ 269,900 | |||||
Research and development expenses | $ 139,000 | $ 26,000 | $ 320,000 | $ 96,000 | 131,100 | 111,400 | |
Selling, general and administrative expenses | 1,346,000 | $ 31,000 | 1,729,000 | $ 112,000 | $ 147,100 | $ 158,500 | |
Net of forfeitures | $ 3,000 | $ 3,500,000 | |||||
Weighted average exercise prices (in Dollars per share) | $ 22 | $ 1.22 | |||||
Subsequent Event [Member] | |||||||
Share-based Compensation (Details) [Line Items] | |||||||
Issuance of common stock | $ 5,000,000 | ||||||
Exercise price (in Dollars per share) | $ 18.11 | ||||||
Restricted stock units | $ 2,200,000 | ||||||
Class A Common Stock [Member] | |||||||
Share-based Compensation (Details) [Line Items] | |||||||
Common stock, shares authorized (in Shares) | 88,205,793 | 88,205,793 | 88,205,793 | ||||
Class A Common Stock [Member] | 2013 Stock Option Plan [Member] | |||||||
Share-based Compensation (Details) [Line Items] | |||||||
Common stock, shares authorized (in Shares) | 20,632,878 |
Share-based Compensation (Det_2
Share-based Compensation (Details) - Schedule of stock option awards was estimated using a Black-Scholes option pricing model | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of stock option awards was estimated using a Black-Scholes option pricing model [Abstract] | ||
Expected term | 5 years 11 months 19 days | 5 years 10 months 24 days |
Expected volatility | 40.90% | 51.40% |
Risk-free interest rate | 0.50% | 1.90% |
Dividend yield |
Share-based Compensation (Det_3
Share-based Compensation (Details) - Schedule of stock option awards - Heliogen, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation (Details) - Schedule of stock option awards [Line Items] | ||
Number of Options, Outstanding balance beginning (in Shares) | 8,027,354 | 8,330,955 |
Weighted-Average Grant-Date Fair Value, Outstanding balance beginning | $ 0.1 | $ 0.1 |
Weighted-Average Exercise Price, Outstanding balance beginning | $ 0.17 | $ 0.18 |
Weighted-Average Remaining Contractual Life (in years),Outstanding balance beginning | 9 years 5 months 1 day | |
Aggregate Intrinsic Value, Outstanding balance beginning (in Dollars) | ||
Number of Options, Granted (in Shares) | 7,397,285 | 1,555,000 |
Weighted-Average Grant-Date Fair Value, Granted | $ 0.16 | $ 0.1 |
Weighted-Average Exercise Price, Granted | $ 0.35 | $ 0.16 |
Weighted-Average Remaining Contractual Life (in years), Granted | 9 years 10 months 13 days | 9 years 4 months 9 days |
Number of Options, Exercised (in Shares) | (56,250) | (502,494) |
Weighted-Average Grant-Date Fair Value, Exercised | $ 0.09 | $ 0.09 |
Weighted-Average Exercise Price, Exercised | $ 0.18 | $ 0.18 |
Weighted-Average Remaining Contractual Life (in years), Exercised | 29 days | 8 years 11 months 4 days |
Aggregate Intrinsic Value, Exercised (in Dollars) | $ 11,813 | |
Number of Options, Forfeited (in Shares) | (93,750) | (866,566) |
Weighted-Average Grant-Date Fair Value, Forfeited | $ 0.09 | $ 0.09 |
Weighted-Average Exercise Price, Forfeited | $ 0.18 | $ 0.23 |
Number of Options, Expired (in Shares) | (489,541) | |
Weighted-Average Grant-Date Fair Value, Expired | $ 0.17 | |
Weighted-Average Exercise Price, Expired | $ 0.24 | |
Number of Options, Outstanding balance ending (in Shares) | 15,274,639 | 8,027,354 |
Weighted-Average Grant-Date Fair Value, Outstanding balance ending | $ 0.13 | $ 0.1 |
Weighted-Average Exercise Price, Outstanding balance ending | $ 0.26 | $ 0.17 |
Weighted-Average Remaining Contractual Life (in years), Outstanding balance ending | 8 years 7 months 24 days | 8 years 6 months 10 days |
Aggregate Intrinsic Value, Outstanding balance ending (in Dollars) | $ 2,061,436 | |
Number of Options, Exercisable (in Shares) | 6,642,867 | |
Weighted-Average Grant-Date Fair Value, Exercisable | $ 0.1 | |
Weighted-Average Exercise Price, Exercisable | $ 0.19 | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 1,359,628 | |
Number of Options, Vested (in Shares) | 5,926,304 | |
Weighted-Average Grant-Date Fair Value, Vested | $ 0.1 |
Losses Per Share (Details)
Losses Per Share (Details) - shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | |
Losses Per Share (Details) [Line Items] | ||||
Number of outstanding stock option | 15,274,639 | 8,027,354 | ||
Warrants outstanding | 189,395 | 189,395 | ||
Outstanding stock options shares | 15,642,133 | 9,057,354 | ||
unvested options shares | 664,938 | |||
Preferred stock outstanding | 58,554,536 | |||
Common stock converted shares | 189,395 | 189,395 | ||
Convertible preferred shares outstanding | 60,121,015 | 60,121,015 | ||
Warrant [Member] | ||||
Losses Per Share (Details) [Line Items] | ||||
Preferred stock outstanding | 172,759 | 172,759 | ||
Common stock outstanding | 114,162 | 213,162 | ||
Convertible Preferred Shares [Member] | ||||
Losses Per Share (Details) [Line Items] | ||||
Number of outstanding stock option | 58,554,536 | 50,588,630 |
Losses Per Share (Details) - Sc
Losses Per Share (Details) - Schedule of basic and diluted losses per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||||||
Net loss (in Dollars) | $ (28,276) | $ (1,667) | $ (88,665) | $ (4,387) | $ (7,437,340) | $ (7,329,896) |
Denominator | ||||||
Denominator for basic EPS – weighted-average shares | 5,734,865 | 3,997,238 | 5,290,676 | 3,949,360 | 3,962,932 | 3,727,064 |
Effect of dilutive securities | ||||||
Denominator for diluted EPS – weighted-average shares | 5,734,865 | 3,997,238 | 5,290,676 | 3,949,360 | 3,962,932 | 3,727,064 |
EPS – Basic (in Dollars per share) | $ (4.93) | $ (0.42) | $ (16.76) | $ (1.11) | $ (1.88) | $ (1.97) |
EPS – Diluted (in Dollars per share) | $ (4.93) | $ (0.42) | $ (16.76) | $ (1.11) | $ (1.88) | $ (1.97) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Condensed consolidated balance sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
As Initially Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | $ 101,838 | $ 92,229 |
Contract liabilities | 1,944 | 2,439 |
Accrued expenses and other current liabilities | 2,663 | 997 |
Total current liabilities | 6,466 | 4,019 |
Accumulated deficit | (90,107) | (33,344) |
Total shareholders’ deficit | (87,986) | (31,591) |
Total liabilities, convertible preferred stock, and shareholders’ deficit | 101,838 | 92,229 |
Adjustments [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | ||
Contract liabilities | (275) | 75 |
Accrued expenses and other current liabilities | (271) | (191) |
Total current liabilities | (546) | (116) |
Accumulated deficit | 546 | 116 |
Total shareholders’ deficit | 546 | 116 |
Total liabilities, convertible preferred stock, and shareholders’ deficit | ||
As Revised [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | 101,838 | 92,229 |
Contract liabilities | 1,669 | 2,514 |
Accrued expenses and other current liabilities | 2,392 | 806 |
Total current liabilities | 5,920 | 3,903 |
Accumulated deficit | (89,561) | (33,228) |
Total shareholders’ deficit | (87,440) | (31,475) |
Total liabilities, convertible preferred stock, and shareholders’ deficit | $ 101,838 | $ 92,229 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Condensed consolidated statements of operations and comprehensive loss - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Initially Reported [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Revenue | $ 687 | $ 591 | $ 1,086 |
Cost of sales | 687 | 591 | 1,086 |
Gross profit | |||
Selling, general and administrative | 4,340 | 2,343 | 6,683 |
Research and development | 2,823 | 1,533 | 4,548 |
Total operating expenses | 7,163 | 3,876 | 11,231 |
Operating loss | (7,163) | (3,876) | (11,231) |
Net loss | (56,571) | (4,172) | (60,935) |
Total comprehensive loss | $ (56,573) | $ (4,184) | $ (60,949) |
Loss per share – Basic (in Dollars per share) | $ (10.72) | $ (0.86) | $ (12.03) |
Loss per share – Diluted (in Dollars per share) | $ (10.72) | $ (0.86) | $ (12.03) |
Adjustments [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Revenue | $ 158 | $ (75) | $ 275 |
Cost of sales | 158 | (75) | 275 |
Gross profit | |||
Selling, general and administrative | (80) | (191) | (271) |
Research and development | (158) | 75 | (275) |
Total operating expenses | (238) | (116) | (546) |
Operating loss | 238 | 116 | 546 |
Net loss | 238 | 116 | 546 |
Total comprehensive loss | $ 238 | $ 116 | $ 546 |
Loss per share – Basic (in Dollars per share) | $ 0.04 | $ 0.02 | $ 0.11 |
Loss per share – Diluted (in Dollars per share) | $ 0.04 | $ 0.02 | $ 0.11 |
As Revised [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Revenue | $ 845 | $ 516 | $ 1,361 |
Cost of sales | 845 | 516 | 1,361 |
Gross profit | |||
Selling, general and administrative | 4,260 | 2,152 | 6,412 |
Research and development | 2,665 | 1,608 | 4,273 |
Total operating expenses | 6,925 | 3,760 | 10,685 |
Operating loss | (6,925) | (3,760) | (10,685) |
Net loss | (56,333) | (4,056) | (60,389) |
Total comprehensive loss | $ (56,335) | $ (4,068) | $ (60,403) |
Loss per share – Basic (in Dollars per share) | $ (10.68) | $ (0.84) | $ (11.92) |
Loss per share – Diluted (in Dollars per share) | $ (10.68) | $ (0.84) | $ (11.92) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Condensed consolidated statements of cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | ||
As Initially Reported [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net loss | $ (56,571) | $ (4,172) | $ (60,935) | |
Accrued expenses and other current liabilities | [1] | 418 | 1,384 | |
Contract liabilities | 2,439 | 1,944 | ||
Net cash used in operating activities | (625) | (8,502) | ||
Adjustments [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net loss | 238 | 116 | 546 | |
Accrued expenses and other current liabilities | [1] | (191) | (271) | |
Contract liabilities | 75 | (275) | ||
Net cash used in operating activities | ||||
As Revised [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net loss | $ (56,333) | (4,056) | (60,389) | |
Accrued expenses and other current liabilities | [1] | 227 | 1,113 | |
Contract liabilities | 2,514 | 1,669 | ||
Net cash used in operating activities | $ (625) | $ (8,502) | ||
[1] | At June 30, 2021, accrued expenses and other payables and operating lease liabilities were combined and presented as accrued expenses and other current liabilities. Balances at March 31, 2021 have been conformed to the updated presentation. |
Convertible Instruments and E_3
Convertible Instruments and Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Convertible Instruments and Equity (Details) [Line Items] | |||
Preferred stock par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares outstanding | 58,554,536 | 58,554,536 | |
Class A common stock with gross proceeds (in Dollars) | $ 50,000,000 | $ 50,000,000 | |
Liquidation preference, description | In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of, on a pari passu basis, Series Seed, Series Seed-1, Series Seed-2, Series Seed-3, Series Seed-4, Series A-1, and Series A-2 convertible preferred stock are entitled to receive, prior and in preference to any distribution of any assets or surplus funds to the holders of the Special Stock (see below for a description of the terms of the Special Stock) and the common stock, $0.025, $0.57, $0.63, $0.69, $0.69, $0.53732, $1.29301 per share, respectively, plus any dividends declared but unpaid on such shares payable on a pari passu basis among the series. | ||
Voting rights | 50.00% | 50.00% | |
Voting rights, description | The preferred stockholders are entitled to one vote for each share of Class A common stock into which such preferred stock can be converted. The preferred stock generally votes together with the Special Stock and the common stock and not as a separate class. The Company’s Amended and Restated Certificate of Incorporation include certain provisions which require a vote of at least a majority of preferred stockholders voting as a single class with respect to certain actions of the Board including: (1) effecting an amendment or waiver of any of the provisions of the Company’s certificate of incorporation or bylaws (including pursuant to a merger) if such action would adversely alter or change in any material respect the rights, preferences, privileges or restrictions of any outstanding series of preferred stock; (2) paying any dividends; (3) authorization, creation or issuance of any share of capital stock senior to, or on parity with such series of preferred stock with respect to any preferences, designations, privileges or powers; (4) increase the number of authorized shares of capital stock; (5) redeem, purchase or otherwise acquire any share or shares of preferred stock or Class A common stock (other than the repurchase of stock from employees, officers, directors or consultants of the Company in connection with the termination of their employment or services pursuant to agreements approved by the Board); (6) authorize any debt security in excess of $200.0 thousand; (7) effect a change in the size of the Board, sell, issue, sponsor, create or distribute any digital tokens, cryptocurrency or other blockchain-based assets (collectively, “Tokens”), including through a pre-sale, initial coin offering, token distribution event or crowdfunding, or through the issuance of any instrument convertible into or exchangeable for Tokens, and (8) effect any action resulting in liquidation, dissolution winding up or any deemed liquidation as described above. | ||
Issuance price, percentage | 0.08 | ||
Common stock, shares authorized | 60,274,078 | ||
Gross proceeds (in Dollars) | $ 83,400,000 | ||
Description of conversion upon change of control | Redemption/Conversion upon Change of Control. If there is a change of control before the termination of the SAFE Instruments, subject to the liquidation priority below, the Company would pay the investors a portion of proceeds, defined in the agreements as cash and other assets (including without limitation stock consideration), immediately before or concurrent with the consummation of such change of control, equal to the greater of:• The purchase amount for the SAFE (the “Cash-Out Amount”); or• The amount payable on the number of shares of Common Stock equal to the SAFE purchase amount divided by the price per share calculated based on a valuation of the Company of $750,000,000 and the outstanding capitalization of the Company immediately prior to the change of control (the “Conversion Amount”). | ||
Increases to the liability and corresponding losses (in Dollars) | $ 15,500,000 | $ 63,000,000 | |
Conversion upon Equity Financing [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Conversion price (in Dollars) | 750,000,000 | ||
Conversion on Public Liquidity Event [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Conversion price (in Dollars) | 750,000,000 | ||
Automatic Conversion [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Conversion price (in Dollars) | $ 750,000,000 | ||
Preferred Stock [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Authorized undesignated convertible preferred | 60,274,078 | 60,274,078 | |
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 58,554,536 | 58,554,536 | |
Preferred stock, shares outstanding | 58,554,536 | 58,554,536 | |
Series-2 Preferred Stock [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Preferred stock par value (in Dollars per share) | $ 0.69 | $ 0.69 | |
Purchase an additional shares | 172,759 | 172,759 | |
Warrant [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Liability expense (in Dollars) | $ 2,700,000 | $ 2,700,000 | $ 46,000 |
Incurred losses on warrant (in Dollars) | 300,000 | 300,000 | $ 2,600,000 |
Initial Public Offering [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Class A common shares outstanding (in Dollars) | $ 150,000,000 | $ 150,000,000 | |
Class A Common Stock [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Common stock, shares authorized | 88,205,793 | 88,205,793 | 88,205,793 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares issued | 5,953,658 | 5,953,658 | 5,953,658 |
Common stock, shares outstanding | 4,053,489 | 4,053,489 | 4,053,489 |
Convertible shares | 189,395 | ||
Class B common stock [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Common stock, shares authorized | 1,000 | 1,000 | 1,000 |
Class A and Class B common stock [Member] | |||
Convertible Instruments and Equity (Details) [Line Items] | |||
Voting rights | 80.00% | 80.00% |
Convertible Instruments and E_4
Convertible Instruments and Equity (Details) - Schedule of convertible preferred stock - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | [1] | Dec. 31, 2019 |
Conversion of Stock [Line Items] | ||||
Authorized Shares | 60,274,078 | 60,274,078 | 60,274,078 | |
Outstanding Shares | 58,554,536 | |||
Carry Value (in Dollars) | $ 45,932 | |||
Series Seed [Member] | ||||
Conversion of Stock [Line Items] | ||||
Authorized Shares | 4,000,000 | |||
Outstanding Shares | 4,000,000 | |||
Carry Value (in Dollars) | $ 100 | |||
Series Seed – 1 [Member] | ||||
Conversion of Stock [Line Items] | ||||
Authorized Shares | 4,662,290 | |||
Outstanding Shares | 4,662,290 | |||
Carry Value (in Dollars) | $ 2,686 | |||
Series Seed – 2 [Member] | ||||
Conversion of Stock [Line Items] | ||||
Authorized Shares | 8,484,214 | |||
Outstanding Shares | 8,311,455 | |||
Carry Value (in Dollars) | $ 5,740 | |||
Series Seed – 3 [Member] | ||||
Conversion of Stock [Line Items] | ||||
Authorized Shares | 2,693,316 | |||
Outstanding Shares | 2,693,316 | |||
Carry Value (in Dollars) | $ 1,922 | |||
Series Seed – 4 [Member] | ||||
Conversion of Stock [Line Items] | ||||
Authorized Shares | 941,868 | |||
Outstanding Shares | 941,868 | |||
Carry Value (in Dollars) | $ 750 | |||
Series A-1 [Member] | ||||
Conversion of Stock [Line Items] | ||||
Authorized Shares | 18,610,884 | |||
Outstanding Shares | 18,610,884 | |||
Carry Value (in Dollars) | $ 9,887 | |||
Series A-2 [Member] | ||||
Conversion of Stock [Line Items] | ||||
Authorized Shares | 20,881,506 | |||
Outstanding Shares | 19,334,723 | |||
Carry Value (in Dollars) | $ 24,847 | |||
[1] | See liquidation preference for the respective redemption rates. |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Mergers and Acquisitions (Details) [Line Items] | ||||
Outstanding options or restricted shares | $ 1,850,000 | $ 1,850,000 | ||
Total consideration | 1,850,000 | |||
Direct and incremental transaction costs | 700 | 1,900 | ||
Other long term assets | 369 | 369 | ||
Cash paid to an escrow | 500 | 500 | ||
Goodwill | 4,270 | 4,270 | ||
Contingent consideration | $ 2,000 | 2,000 | ||
Acquisition costs | 100 | |||
Regulated and Unregulated Operating Revenue | 100 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 17 | |||
HelioHeat Agreement [Member] | ||||
Mergers and Acquisitions (Details) [Line Items] | ||||
Business acquisition, description | Heliogen entered into an agreement to acquire 100% of the equity interests of HelioHeat GmbH (“HelioHeat”), a private limited liability company in Germany, pursuant to a share purchase and transfer agreement (the “HelioHeat Agreement”) that closed on September 1, 2021 (the “HelioHeat Acquisition”). HelioHeat is engaged in the development, planning and construction of renewable energy systems and components, including a novel solar receiver. Heliogen acquired HelioHeat in order to own and use HelioHeat’s particle receiver technology in future commercial-scale facilities for our customers. Pursuant to the HelioHeat Agreement, at closing, cash consideration of approximately $1.0 million was paid to HelioHeat’s shareholders, $0.5 million was deposited in an escrow account that becomes payable to HelioHeat’s shareholders to the extent the funds are not used by Heliogen to offset certain future costs on HelioHeat’s active customer projects, and $0.2 million was used to repay certain of HelioHeat’s outstanding indebtedness. Additionally, pursuant to the HelioHeat Agreement, $3.0 million is payable to HelioHeat’s shareholders in future periods, of which $0.5 million is payable upon service conditions being met over a three-year period for retained employees and $2.5 million subject to earn-out provisions is payable if Heliogen uses and sells HelioHeat’s solar receiver technology in a commercial product, fully operational and tested, within five years of closing. |
Mergers and Acquisitions (Det_2
Mergers and Acquisitions (Details) - Schedule of preliminary fair value of consideration - Merger and Acquisition [Member] | 9 Months Ended | |
Sep. 30, 2021USD ($) | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash paid at closing | $ 1,714 | [1] |
Contingent consideration | 2,009 | |
Settlement of pre-existing relationship | 45 | |
Total fair value of consideration transferred | $ 3,768 | |
[1] | Includes $0.5 million of cash paid to an escrow that becomes payable to the selling shareholders of HelioHeat to the extent the funds are not used to offset certain costs incurred for the assumed customer projects. The amount is being treated as consideration transferred as the release of the funds is likely to occur. |
Mergers and Acquisitions (Det_3
Mergers and Acquisitions (Details) - Schedule of preliminary purchase price allocation as of the acquisition date - Merger and Acquisition [Member] | Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 30 | |
Prepaid and other current assets | 33 | |
Property, plant and equipment, net | 8 | |
Goodwill | 4,342 | |
Total assets acquired | 4,413 | |
Trade payables | 4 | |
Accrued expenses and other current liabilities | 73 | |
Debt | 41 | |
Other liabilities | 527 | [1] |
Total liabilities assumed | 645 | |
Net assets acquired | $ 3,768 | |
[1] | Represents the fair value estimate for the assumed customer contracts calculated using the discounted net cash flows estimated to be incurred to satisfy the remaining performance obligation under each of the assumed customer contracts. |
Property, Plant and Equipment_4
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment, net - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Gross total | $ 2,313,000 | $ 794,396 | $ 547,375 |
Accumulated depreciation | (488,000) | (219,071) | (79,767) |
Total property, plant, and equipment, net | 1,825,000 | 575,325 | 467,608 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | 667,000 | 575,399 | 493,723 |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | 553,000 | 149,372 | 43,917 |
Machinery, vehicles, and other equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | 824,000 | 59,890 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | 211,000 | 9,735 | $ 9,735 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross total | $ 58,000 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Payroll and other employee benefits | $ 370 | $ 155 |
Professional fees | 1,181 | 108 |
Research and development costs | 664 | |
Operating lease liabilities, current portion | 2,175 | 209 |
Other accrued expenses | 352 | 53 |
Total accrued expenses and other current liabilities | $ 4,742 | $ 525 |
Share-based Compensation (Det_4
Share-based Compensation (Details) - Schedule of condensed consolidated statements of operations and comprehensive loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Condensed consolidated statements of operations and comprehensive loss [Abstract] | ||||||
Selling, general, and administrative | $ 1,346,000 | $ 31,000 | $ 1,729,000 | $ 112,000 | $ 147,100 | $ 158,500 |
R&D | 139,000 | 26,000 | 320,000 | 96,000 | $ 131,100 | $ 111,400 |
Total share-based compensation expense | $ 1,485,000 | $ 57,000 | $ 2,049,000 | $ 208,000 |
Losses Per Share (Details) - _2
Losses Per Share (Details) - Schedule of basic and diluted losses per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||||||
Net loss (in Dollars) | $ (28,276) | $ (1,667) | $ (88,665) | $ (4,387) | $ (7,437,340) | $ (7,329,896) |
Denominator | ||||||
Denominator for basic EPS – weighted-average shares | 5,734,865 | 3,997,238 | 5,290,676 | 3,949,360 | 3,962,932 | 3,727,064 |
Effect of dilutive securities | ||||||
Denominator for diluted EPS – weighted-average shares | 5,734,865 | 3,997,238 | 5,290,676 | 3,949,360 | 3,962,932 | 3,727,064 |
EPS – Basic (in Dollars per share) | $ (4.93) | $ (0.42) | $ (16.76) | $ (1.11) | $ (1.88) | $ (1.97) |
EPS – Diluted (in Dollars per share) | $ (4.93) | $ (0.42) | $ (16.76) | $ (1.11) | $ (1.88) | $ (1.97) |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of amounts charged to us or reimbursed by us under these agreements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of amounts charged to us or reimbursed by us under these agreements [Abstract] | ||||
Administrative services provided by Idealab | $ 314,000 | $ 141 | $ 1,066 | $ 403 |
Reimbursement to Idealab for expenses incurred | 86 | 233 | ||
Total Idealab transactions | $ 314,000 | $ 227 | $ 1,066 | $ 636 |
Fair Value Instruments (Detai_5
Fair Value Instruments (Details) - Schedule of company’s assets and liabilities measured at fair value $ in Thousands | Sep. 30, 2021USD ($) | |
Level 1 [Member] | ||
Assets: | ||
Investments | $ 36,869 | |
Level 3 [Member] | ||
Liabilities: | ||
SAFE Instruments | 146,405 | |
Warrants | $ 2,650 | [1] |
[1] | As of December 31, 2020, we had recognized a liability of $46 thousand for warrants. |
Fair Value Instruments (Detai_6
Fair Value Instruments (Details) - Schedule of reconciliation of our level 3 fair value measurements - SAFE Instruments [Member] $ in Millions | 9 Months Ended | |
Sep. 30, 2021USD ($) | [1] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
SAFE Instruments, january 1, 2021 | ||
SAFE Instruments, Issuances | 83.4 | [2] |
SAFE Instruments, Losses | 63 | |
SAFE Instruments, september 30, 2021 | $ 146.4 | |
[1] | The Company did not issue, sell, or otherwise transfer any warrants during the nine months ended September 30, 2021. | |
[2] | Net of issuance costs. |
Fair Value Instruments (Detai_7
Fair Value Instruments (Details) - Schedule of key inputs used in the valuation for the SAFE Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Member] | SPAC Scenario [Member] | |
Fair Value Instruments (Details) - Schedule of key inputs used in the valuation for the SAFE Instruments [Line Items] | |
Scenario probability weighting | 85.00% |
Expected term (in years) | 7 months 6 days |
Expected volatility | 55.00% |
Risk-free interest rate | 0.10% |
Dividend yield | |
Warrants [Member] | Private Scenario [Member] | |
Fair Value Instruments (Details) - Schedule of key inputs used in the valuation for the SAFE Instruments [Line Items] | |
Scenario probability weighting | 15.00% |
Expected term (in years) | 2 years 1 month 6 days |
Expected volatility | 102.50% |
Risk-free interest rate | 0.30% |
Dividend yield | |
SAFE Instruments [Member] | SPAC Scenario [Member] | |
Fair Value Instruments (Details) - Schedule of key inputs used in the valuation for the SAFE Instruments [Line Items] | |
Scenario probability weighting | 85.00% |
Expected term (in years) | 7 months 6 days |
Expected volatility | 55.00% |
Risk-free interest rate | 0.10% |
Dividend yield | |
SAFE Instruments [Member] | Private Scenario [Member] | |
Fair Value Instruments (Details) - Schedule of key inputs used in the valuation for the SAFE Instruments [Line Items] | |
Scenario probability weighting | 15.00% |
Expected term (in years) | 2 years 1 month 6 days |
Expected volatility | 20.00% |
Risk-free interest rate | 0.30% |
Dividend yield |
Fair Value Instruments (Detai_8
Fair Value Instruments (Details) - Schedule of losses recognized for the changes in the fair value of the SAFE Instruments and warrants - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Schedule of losses recognized for the changes in the fair value of the SAFE Instruments and warrants [Abstract] | ||
SAFE Instruments | $ (15,533) | $ (62,993) |
Warrants | (322) | (2,604) |
Total losses on remeasurement | $ (15,855) | $ (65,597) |
Investments (Details) - Schedul
Investments (Details) - Schedule of investments in fixed maturity securities $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($) | ||
Investments (Details) - Schedule of investments in fixed maturity securities [Line Items] | ||
Amortized Cost | $ 36,876 | |
Unrealized (Losses) Gains | (7) | |
Fair Value | 36,869 | |
Commercial Paper [Member] | ||
Investments (Details) - Schedule of investments in fixed maturity securities [Line Items] | ||
Amortized Cost | 5,299 | |
Unrealized (Losses) Gains | 1 | |
Fair Value | 5,300 | |
Corporate bonds [Member] | ||
Investments (Details) - Schedule of investments in fixed maturity securities [Line Items] | ||
Amortized Cost | 31,577 | [1] |
Unrealized (Losses) Gains | (8) | [1] |
Fair Value | $ 31,569 | [1] |
[1] | Classified as available -for-sale -one |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - Schedule of cash flows related to interest, leases, additional paid-in capital and capital expenditures included in property, plant and equipment - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental disclosures: | ||||
Cash paid for interest | $ 3,000 | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 483,000 | 26,000 | ||
Non-cash investing and financing activities: | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 16,685,000 | 601,000 | $ 600,687 | $ 73,278 |
Other financing costs incurred but not yet paid | 369,000 | $ 24,668 | $ 72,179 | |
Capitalization of property, plant and equipment incurred but not yet paid | $ 231,000 | $ 14,000 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Details) - Schedule of reconciliation of cash, cash equivalents and restricted cash - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | $ 40,126 | $ 18,334 |
Restricted cash | 1,500 | |
Total cash, cash equivalents and restricted cash | $ 41,626 | $ 18,334 |