Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Heliogen, Inc. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-262319) (the “Registration Statement”), as originally declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 3, 2022, is being filed to include information contained in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 2022, and to update certain other information in the Registration Statement.The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement on January 24, 2022. |
Entity Central Index Key | 0001840292 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 190,081 | $ 18,334 |
Investments, available-for-sale (amortized cost of $32,349) | 32,332 | |
Receivables | 3,896 | |
Prepaid and other current assets | 874 | 241 |
Total current assets | 227,183 | 18,575 |
Operating lease right-of-use assets | 16,093 | 612 |
Property, plant, and equipment, net | 4,102 | 575 |
Goodwill | 4,204 | |
Restricted cash | 1,500 | |
Other long-term assets | 4,366 | |
Total assets | 257,448 | 19,762 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||
Trade payables | 4,645 | 307 |
Contract liabilities | 513 | |
Contract loss provisions | 5,180 | |
Debt, current portion | 324 | |
Accrued expenses and other current liabilities | 6,974 | 525 |
Total current liabilities | 17,312 | 1,156 |
Debt, net of current portion | 35 | 87 |
Operating lease liabilities, net of current portion | 14,183 | 403 |
Warrant liability | 14,563 | 46 |
Other long-term liabilities | 2,080 | |
Total liabilities | 48,173 | 1,692 |
Commitments and contingencies (see Note 13) | ||
Convertible preferred stock – Preferred shares, $0.0001 par value; 10,000,000 shares authorized and no shares outstanding as of December 31, 2021; 121,348,911 shares authorized and 117,886,982 shares outstanding as of December 31, 2020 (see Note 4) | 45,932 | |
Shareholders’ equity (deficit) | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized and 183,367,037 shares issued and outstanding (excluding restricted shares of 481,301) as of December 31, 2021; 320,000,000 shares authorized and 8,160,828 shares issued and outstanding as of December 31, 2020 (see Note 4) | 18 | 1 |
Additional paid-in capital | 380,624 | 1,309 |
Accumulated other comprehensive loss | (4) | |
Accumulated deficit | (171,363) | (29,172) |
Total shareholders’ equity (deficit) | 209,275 | (27,862) |
Total liabilities, convertible preferred stock, and shareholders’ equity (deficit) | $ 257,448 | $ 19,762 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized cost (in Dollars) | $ 32,349 | |
Convertible preferred stock, par value (in dollars per share) (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 121,348,911 |
Convertible preferred stock, shares outstanding | 117,886,982 | |
Common stock, par value (in dollars per share) (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 320,000,000 |
Common stock, shares outstanding | 183,367,037 | 8,160,828 |
Common stock, shares issued | 183,367,037 | 8,160,828 |
Restricted Stock | ||
Unvested equity instrument outstanding (in shares) | 481,301 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 8,804 | $ 200 |
Cost of revenue: | ||
Cost of revenue | 7,203 | 417 |
Provision for contract losses | 6,485 | |
Total cost of revenue | 13,688 | 417 |
Gross loss | (4,884) | (217) |
Operating expenses: | ||
Selling, general, and administrative | 30,386 | 3,713 |
Research and development | 13,478 | 3,583 |
Total operating expenses | 43,864 | 7,296 |
Operating loss | (48,748) | (7,513) |
Interest income (expense), net | 634 | (3) |
SAFE Instruments remeasurement | (86,907) | |
Warrant remeasurement | (6,651) | (7) |
Other (expense) income, net | (517) | 86 |
Net loss before taxes | (142,189) | (7,437) |
Provision for income taxes | (2) | |
Net loss | (142,191) | (7,437) |
Other comprehensive loss, net of taxes | ||
Unrealized losses on available-for-sale securities | (17) | |
Cumulative translation adjustment | 13 | |
Total comprehensive loss | $ (142,195) | $ (7,437) |
Loss per share | ||
Loss per share – Basic and Diluted (in Dollars per share) | $ (11.88) | $ (0.93) |
Weighted average number of shares outstanding – Basic and Diluted (in Shares) | 11,970,550 | 7,978,512 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Convertible Preferred Stock | Special Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Beginning balance (in Shares) at Dec. 31, 2018 | 50,588,630 | 1 | 3,867,136 | ||||
Beginning balance at Dec. 31, 2018 | $ 35,691 | $ 4 | $ 996 | $ (21,735) | $ (20,735) | ||
Retroactive application of Exchange Ratio (in Shares) | 51,260,712 | 1 | 3,918,511 | ||||
Retroactive application of Exchange Ratio | $ (3) | 3 | |||||
Ending balance (in Shares) at Dec. 31, 2019 | 101,849,342 | 2 | 7,785,647 | ||||
Ending balance at Dec. 31, 2019 | $ 35,691 | $ 1 | 999 | (21,735) | (20,735) | ||
Net loss | (7,437) | (7,437) | |||||
Issuance of preferred shares, net of issuance costs of $20.0 thousand (in Shares) | 16,037,640 | ||||||
Issuance of preferred shares, net of issuance costs of $20.0 thousand | $ 10,241 | ||||||
Special Stock conversion | |||||||
Special Stock conversion (in Shares) | (2) | 2 | |||||
Share-based compensation | 278 | 278 | |||||
Shares issued for stock options exercised | 32 | 32 | |||||
Shares issued for stock options exercised (in Shares) | 375,179 | ||||||
Ending balance (in Shares) at Dec. 31, 2020 | 117,886,982 | 8,160,828 | |||||
Ending balance at Dec. 31, 2020 | $ 45,932 | $ 1 | 1,309 | (29,172) | (27,862) | ||
Net loss | (142,191) | (142,191) | |||||
Other comprehensive loss | (4) | (4) | |||||
Share-based compensation | 11,380 | 11,380 | |||||
Shares issued for stock options exercised | 462 | 462 | |||||
Shares issued for stock options exercised (in Shares) | 4,756,937 | ||||||
Shares issued for stock warrants exercised | 30 | 30 | |||||
Shares issued for stock warrants exercised (in Shares) | 199,315 | ||||||
Conversion of preferred stock to common stock (in Shares) | (117,886,982) | 121,038,967 | |||||
Conversion of preferred stock to common stock | $ (45,932) | $ 12 | 45,920 | 45,932 | |||
Conversion of stock warrants to common stock | 3,011 | 3,011 | |||||
Conversion of stock warrants to common stock (in Shares) | 582,509 | ||||||
Conversion of SAFE instruments to common stock | $ 2 | 170,316 | 170,318 | ||||
Conversion of SAFE instruments to common stock (in Shares) | 20,080,464 | ||||||
Reverse recapitalization and PIPE financing, net | $ 3 | 148,196 | 148,199 | ||||
Reverse recapitalization and PIPE financing, net (in Shares) | 28,548,017 | ||||||
Ending balance (in Shares) at Dec. 31, 2021 | 183,367,037 | ||||||
Ending balance at Dec. 31, 2021 | $ 18 | $ 380,624 | $ (4) | $ (171,363) | $ 209,275 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity (Deficit) (Parentheticals) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Preferred shares, issuance costs | $ 20,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (142,191) | $ (7,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 562 | 139 |
Share-based compensation | 11,380 | 278 |
SAFE Instruments remeasurement | 86,907 | |
Warrant remeasurement | 6,651 | 7 |
Provision for contract losses, net | 5,180 | |
Non-cash operating lease expense | 1,277 | 134 |
Other non-cash operating activities | 583 | |
Changes in assets and liabilities: | ||
Receivables | (3,597) | |
Prepaid and other current assets | (497) | (150) |
Other long-term assets | (2,571) | |
Trade payables | 1,885 | (51) |
Accrued expenses and other current liabilities | 4,245 | 212 |
Contract liabilities | 123 | |
Operating lease liabilities | (1,061) | (134) |
Other long-term liabilities | 69 | |
Net cash used in operating activities | (31,055) | (7,002) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (3,836) | (295) |
Purchases of available-for-sale investments | (49,304) | |
Maturities of available-for-sale investments | 16,224 | |
Acquisition of HelioHeat, net of cash acquired | (1,684) | |
Other investing activities | (46) | |
Net cash used in investing activities | (38,646) | (295) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from preferred shares, net of issuance costs of $13.3 thousand | 10,242 | |
Proceeds from SAFE Instruments, net of issuance costs of $30.1 thousand | 83,411 | |
Proceeds from Business Combination with Athena, net of transaction costs | 159,400 | |
Proceeds from Paycheck Protection Program loan | 411 | |
Repayments on Paycheck Protection Program loan | (411) | |
Proceeds from exercise of stock options | 524 | 33 |
Proceeds from exercise of common stock warrants | 30 | |
Other financing costs | (6) | |
Net cash provided by financing activities | 242,948 | 10,686 |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 173,247 | 3,389 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE YEAR | 18,334 | 14,945 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE YEAR | $ 191,581 | $ 18,334 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Preferred shares, issuance costs | $ 13,300 | $ 13,300 |
SAFE instrument, issuance costs | $ 30,100 | $ 30,100 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Background Heliogen, Inc. and its subsidiaries (collectively, “Heliogen” or the “Company”), is involved in the development and commercialization of next generation concentrated solar energy. We are developing a modular, A.I. -enabled -effective Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation. Emerging Growth Company Status We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes -Oxley -emerging -Frank -related We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following March 19, 2026, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a “large accelerated filer”, which means the market value of our common stock that is held by non -affiliates th -convertible -year Athena Business Combination On December 30, 2021 (the “Closing Date”), Heliogen, Inc., a Delaware corporation (“Legacy Heliogen”), Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), and HelioMax Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Athena (“Merger Sub”), consummated the closing of the transactions (the “Closing”) contemplated by the Business Combination Agreement, dated July 6, 2021, by and among Athena, Merger Sub, and Legacy Heliogen (the “Business Combination Agreement”), following the approval at the Special Meeting held on December 28, 2021. Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Heliogen and Athena was effected by the merger of Merger Sub with and into Legacy Heliogen, with Legacy Heliogen surviving as a wholly owned subsidiary of Athena (the “Merger,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Merger on the Closing Date, Athena changed its name from Athena Technology Acquisition Corp. to Heliogen, Inc. and Legacy Heliogen changed its named from Heliogen, Inc. to Heliogen Holdings, Inc. Conversion and Exchange of Equity in Business Combination • • • • Per the terms and conditions of the Business Combination Agreement and reflection of certain adjustments outlined therein, the consideration received by Legacy Heliogen equity holders was approximately 154.8 million shares of Common Stock. Additionally, approximately 45.8 million shares of Common Stock were attributed to shares issuable under outstanding Legacy Heliogen stock options, RSU Awards or restricted shares. As a result, a total of approximately 200.6 million shares comprises the total merger share consideration as outlined in the Business Combination Agreement valued at $10.00 per share and reflecting 2.013 The following summarizes the number and ownership of the Company’s Common Stock outstanding following the consummation of the Business Combination: Shares % Heliogen Stockholders (1) 154,819 84.4 Athena Public Stockholders 2,271 1.2 Sponsor Shares (2)(3) 9,267 5.1 Sponsor Shares (4) 510 0.3 PIPE Investors 16,500 9.0 Total (1)(2) 183,367 100.0 ____________ (1) Excludes 40.8 million common shares issuable upon exercise of Heliogen’s outstanding stock options, 4.4 million common shares issuable upon vesting and settlement of Heliogen’s RSU Awards and 0.5 million restricted shares subject to vesting. (2) Does not take into account, at the time of the Closing Date, the dilutive impact of the shares of Common Stock issuable in connection with the Warrants (as defined in Note 4) totaling approximately 8.6 million shares, which became exercisable on March 18, 2022. (3) Shares attributable to Athena Technology Sponsor LLC (the “Sponsor”) received in exchange for the Class B common stock and private placement units (each unit comprising one share of common stock and one -third (4) Shares issued as consideration for anti -dilution The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of convertible preferred stock and shareholders’ equity (deficit) for the year ended December 31, 2021: $ in thousands Cash – PIPE Investment $ 165,000 Cash – Athena Trust Account, net of redemptions and cash on hand 22,848 Less: Athena transaction costs and advisory fees paid (16,186 ) Less: Heliogen transaction costs and advisory fees paid (12,262 ) Net proceeds from Business Combination and PIPE financing 159,400 Less: Accrued transaction costs (1,474 ) Add: Prepaid expenses and receivables assumed as part of Business Combination 1,651 Less: Warrants assumed as part of Business Combination (10,880 ) Less: Accounts payable assumed as part of Business Combination (498 ) Reverse recapitalization and PIPE financing, net $ 148,199 The Business Combination was accounted for as a reverse recapitalization in accordance with Accounting Standards Codifications (“ASC”) 805, Business Combinations consolidated financial statements of Legacy Heliogen, and the net assets of Athena are stated at historical cost, with no goodwill or other intangible assets recorded. This accounting determination was primarily based on the following as of the date of the Business Combination: • • -combination • • • In accordance with accounting guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Common Stock, $0.0001 par value per share, issued to Legacy Heliogen’ stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Heliogen redeemable convertible preferred stock, common stock, warrants, options, and restricted stock units prior to the Business Combination have been retroactively recast as shares reflecting the Exchange Ratio of 2.013 established in the Business Combination. Post combination, Heliogen Common Stock and warrants commenced trading on the New York Stock Exchange under the symbols “HLGN” and “HLGN.W,” respectively, on December 31, 2021. Reclassifications Certain immaterial prior period amounts, specifically warrant remeasurement, have been reclassified to conform to current period presentation. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated. 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 non -governmental 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 non -governmental 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 corresponding 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 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 As of As Initially Reported Adjustments As Revised As Initially 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 current 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 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 (amounts in thousands) 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 current 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. Subsequent Events We have evaluated subsequent events, if any, that would require an adjustment to the consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, the fair values of share -based -lived Segments The Company operates as one operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for the purposes of allocating resources and assessing performance. Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021 and 2020, our cash and cash equivalents balances were $190.1 million and $18.3 million, respectively. Restricted cash of $1.5 million is comprised of a standby letter of credit issued in relation to the lease for our new Long Beach, California facility. 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 -for-sale The Company reviews its available -for-sale -credit -offs -for-sale -for-sale Accounts Receivable We record accounts receivable based on contracted prices when we obtain an unconditional right to payment under the terms of our contracts. The carrying value of such receivables, net of the allowance for credit losses, represents the estimated net realizable value. Payment terms for sales are generally due upon demand or within 60 days of satisfying the associated performance obligations. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, 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. Allowance for Credit Losses The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We estimate allowances for credit losses using relevant available information from both internal and external sources. We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. Such methods and estimates are adjusted, as appropriate, for relevant past events, current conditions, and reasonable and supportable forecasts. We recognize write -offs Property, Plant and Equipment We report our property, plant and equipment at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period, and any expenditures that substantially add to the value of or substantially extend the useful life of the assets. We capitalize costs related to computer software obtained or developed for internal use, which generally includes enterprise -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 Leases Upon commencement of a lease, we recognize a lease liability for the present value of the lease payments not yet paid, discounted using an interest rate that represents our ability to borrow on a collateralized basis over a period that approximates the lease term. We also recognize a lease asset, which represents our right to control the use of the underlying property, plant, or equipment, at an amount equal to the lease liability, adjusted for prepayments and initial direct costs. We subsequently recognize the cost of operating leases on a straight -line -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. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is not amortized but is evaluated for impairment at the reporting unit level. The Company determined it has one reporting unit as of December 31, 2021, which is the same as its single operating segment. The Company performs its goodwill impairment evaluation at least annually, as of October 1, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying value. The Company may first apply a qualitative assessment to determine if it is more likely than not that goodwill is impaired. If the qualitative assessment indicates that it is more likely than not that impairment exists, or if the Company chooses to bypass the assessment, a quantitative assessment is performed, which involves comparing the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its estimated fair value, the Company would record an impairment loss equal to the excess. The Company performed its annual goodwill assessment as of October 1, 2021 and concluded it was more likely than not that the fair value of our reporting unit exceeds its carrying value, and no impairment loss was recognized during the year ended December 31, 2021. As of December 31, 2021, the Company had goodwill of $4.2 million related to our acquisition of HelioHeat GmbH (“HelioHeat”) in September 2021 (the “HelioHeat Acquisition”). See Note 5 for additional information on the HelioHeat Acquisition and goodwill. The Company had no goodwill balance as of December 31, 2020, and there were no accumulated impairment losses as of December 31, 2021 and 2020. Capitalized Implementation Costs Implementation costs incurred in cloud computing hosting arrangements that are service contracts are capitalized. These costs include external direct costs for materials and services. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalized implementation costs are recorded within other long -term -line Asset Impairments We assess long -lived -lived -lived -lived -lived -lived -period -lived -lived useful life. For purposes of recognition and measurement of an impairment loss, long -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 We consider a long -lived -lived Debt Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. -19 Other Debt. Revenue Recognition We recognize revenue over time as work is performed using the incurred costs method, which we believe is the method that most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed -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 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 Contract Assets and Liabilities. -of-completion -term -of-completion Retainage, included in contract assets, represent the amounts withheld from billings by our clients pursuant to provisions in the contracts and may not be paid to us until the completion of specific tasks or the completion of the project and, in some instances, for even longer periods. Retainage may also be subject to restrictive conditions such as performance guarantees. As a practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less. Additionally, we do not adjust the consideration in a contract for the effects of a significant financing component when the consideration is received as a form of performance security. Advertising Costs Advertising costs are expensed as incurred and totaled $0.8 million and $0.2 million, for the years ended December 31, 2021 and 2020, respectively. Advertising costs are presented within selling, general, and administrative expense in our consolidated statements of operations. Research and Development We incur research and development costs during the process of researching and developing new products and enhancing our existing products, technologies, and manufacturing processes. Our research and development costs consist primarily of employee compensation, materials and outside services. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial scale -up Share-Based Compensation We recognize share -based four -based -based -line -based -end -based -vesting Commitments and Contingencies We record liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Income Taxes We use the asset and liability method to account for income taxes whereby we calculate deferred tax assets or liabilities using the enacted tax rates and tax law applicable to when any temporary differences are expected to reverse. We establish valuation allowances, when necessary, to reduce deferred tax assets to the extent it is more likely than not that such deferred tax assets will not be realized. 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. Fair Value Measurements We measure certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. 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. Accounting Standards In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -12 -12 In August 2020, the FASB issued ASU No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -converted -06 In October 2021, the FASB issued ASU No. 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 . Revenue from Contracts with Customers -08 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers Disaggregated Revenue We disaggregate revenue from contracts with customer into the following revenue categories: Years ended $ in thousands 2021 2020 Project revenue $ 2,342 $ — Services revenue 6,462 200 Total revenue $ 8,804 $ 200 Project revenue consists of amounts recognized under contracts with customers for the development and construction of commercial -scale -governmental Performance Obligations Revenue recognized under the contracts relates solely to the performance obligations satisfied in 2021 with no revenue recognized from performance obligations satisfied in prior periods. We expect to recognize revenue of approximately $9.2 million through 2023 for the remaining work over the noncancelable term under our existing contracts. During the year ended December 31, 2021, we recognized provisions for contract losses of $6.5 million related to three contracts as estimated costs to satisfy performance obligations exceeded consideration to be received from the customer, of which we amortized $1.3 million as a reduction to cost of revenues incurred during 2021. Accounts Receivable and Contract Assets As of December 31, 2021, our accounts receivables related to our contracts with customers was $3.5 million and primarily consisted of trade receivables of $0.9 million and contract assets of $2.6 million consisting of unbilled receivables. We had no accounts receivable balance as of December 31, 2020. Contract Liabilities As of December 31, 2021, our contract liabilities were $0.5 million, respectively. Activity included in contract liabilities during the 2021 primarily consisted of additions for deferred revenue of $5.8 million offset by revenue recognized of $5.3 million. We had no contract liability balance as of December 31, 2020. |
Convertible Instruments and Equ
Convertible Instruments and Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity And Temporary Equity Disclosure [Abstract] | |
Convertible Instruments and Equity | 4. Convertible Instruments and Equity Preferred Stock Prior to the Business Combination, the Company had outstanding shares of convertible preferred stock. Immediately prior to the Effective Time, all shares of outstanding preferred stock were automatically converted into 60,120,423 Following the conversion of the Legacy Heliogen preferred stock immediately prior to the Effective Time and pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, as of December 31, 2021, we had authorized 10,000,000 Common Stock As of December 31, 2021 and December 31, 2020, authorized shares of common stock, $0.0001 par value, were 500,000,000 Warrants The Company’s warrant liability as of December 31, 2021 includes public warrants (the “Public Warrants”) and private placement warrants (the “Private Warrants,” and together with the Public Warrants, the “Warrants”), which were originally issued by Athena in Athena’s initial public offering and were assumed by the Company as part of the Business Combination. The Company has the ability to redeem outstanding Public Warrants, commencing 90 days after March 18, 2022, the date the Public Warrants become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading -day Prior to the Business Combination, the Company had outstanding common stock warrants and preferred stock warrants (together, the “Legacy Warrants”). The Company determined that the preferred stock warrants were not a legal form of debt (i.e., no creditors’ rights) and allowed for redemption based upon certain events that are outside of the control of the Company. Therefore, the preferred stock warrants were classified as liabilities pursuant to ASC 480, Distinguishing Liabilities from Equity In connection with the concurrent execution of the commercial -scale SAFE Instruments In the first half of 2021, we entered into SAFE Instruments and received $83.4 million in gross proceeds from third -party Immediately prior to the Effective Time of the Merger, the SAFE Instruments were automatically converted into 9,973,979 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 5. Acquisition In August 2021, Heliogen entered into an agreement to acquire 100% of the equity interests of HelioHeat, a private limited liability company in Germany (the “HelioHeat Agreement”). The HelioHeat Acquisition closed on September 1, 2021. HelioHeat is engaged in the development, planning and construction of renewable energy systems and components, including a novel solar receiver. Heliogen acquired HelioHeat in order to own and use HelioHeat’s particle receiver technology in future commercial -scale three -year -out five The components of the preliminary fair value of consideration transferred are as follows ($ in thousands): 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 $0.5 million of cash paid to an escrow that becomes payable to the selling shareholders of HelioHeat to the extent the funds are not used to offset certain costs incurred for the assumed customer projects. The amount is being treated as consideration transferred as the release of the funds is likely to occur. We accounted for the HelioHeat Acquisition using the acquisition method of accounting, which requires, among other things, that assets acquired at their fair values and liabilities assumed be recognized on the balance sheet as of the acquisition date. The purchase price allocation for the HelioHeat Acquisition is preliminary as of December 31, 2021 pending the completion of a valuation of the expected intangible asset to be recognized related to developed technology associated with HelioHeat’s particle receiver technology and the completion of a valuation of this intangible asset. All other amounts recognized were finalized as of December 31, 2021. The following table summarizes the preliminary purchase price allocation as of the acquisition date ($ in thousands): Cash and cash equivalents $ 30 Prepaid and other current assets 33 Property, plant and equipment, net 6 Goodwill 4,204 Total assets acquired 4,273 Accrued expenses and other current liabilities 74 Contract liabilities (1) 390 Debt 41 Total liabilities assumed 505 Net assets acquired $ 3,768 ____________ (1) The acquired contract liability for the assumed customer contracts was measured in accordance with ASC 606 pursuant to ASU 2021 -08 The preliminary purchase consideration allocation resulted in the recognition of $4.2 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 and the assembled workforce in place. 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 year ended December 31, 2021, we incurred approximately $0.1 million of acquisition costs that were expensed as incurred. During the year ended December 31, 2021, we recognized revenues of $0.4 million and a net loss of $0.7 million related to HelioHeat’s operations. Pro forma financial information for HelioHeat has not been provided as it has been deemed immaterial. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
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: Estimated Useful Lives in Years December 31, $ in thousands 2021 2020 Property, plant, and equipment, gross Leasehold improvements 5 – 7 $ 699 $ 575 Computer equipment 2 – 3 1,532 149 Machinery, vehicles, and other equipment 5 – 10 1,188 60 Furniture and fixtures 2 – 5 314 10 Construction in progress 1,076 — Total property, plant, and equipment, gross 4,809 794 Accumulated depreciation (707 ) (219 ) Total property, plant, and equipment, net $ 4,102 $ 575 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [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: Years Ended $ in thousands 2021 2020 Payroll and other employee benefits $ 862 $ 155 Professional fees 1,379 108 Research and development costs 1,895 — Operating lease liabilities, current portion 2,240 209 Other accrued expenses 598 53 Total accrued expenses and other current liabilities $ 6,974 $ 525 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The domestic and foreign components of pre -tax Years Ended $ in thousands 2021 2020 Domestic $ (141,536 ) $ (7,437 ) Foreign (653 ) — Total loss before tax $ (142,189 ) $ (7,437 ) For the year ended December 31, 2021, the Company recorded state tax expense of $2 thousand with no amounts recorded for federal or foreign taxes. No income tax expense or benefit was recorded for the year ended December 31, 2020. The effective tax rate of the provision for income tax differs from the federal statutory rate as follows for the periods indicated: Years Ended December 31, $ in thousands 2021 2020 U.S. federal statutory income tax rate $ (29,860 ) 21.0 % $ (1,562 ) 21.0 % State taxes, net of federal benefit (3,929 ) 2.8 % (75 ) 1.0 % SAFE instruments remeasurement 18,250 (12.8 )% — — % Warrant liability remeasurement 1,397 (1.0 )% — — % Transaction costs (1,531 ) 1.1 % — — % Valuation allowance 15,875 (11.2 )% 1,770 (23.8 )% Other (200 ) 0.1 % (133 ) 1.8 % Income tax expense $ 2 — % $ — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The components of the deferred tax assets are as follows for the periods indicated: Years Ended $ in thousands 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 21,265 $ 5,605 Stock compensation 1,705 158 Operating lease liability 4,896 171 Other 1,662 606 Gross deferred tax assets 29,528 6,540 Less: Valuation allowance (22,640 ) (6,258 ) Net deferred tax assets 6,888 282 Deferred tax liabilities: Depreciation and amortization (887 ) (111 ) Right of use asset (4,824 ) (171 ) Other (1,177 ) — Net deferred income taxes $ — $ — 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, the Company recorded a valuation allowance against the federal and state deferred tax assets of $22.6 million. As of December 31, 2021, the Company has federal net operating losses of $79.0 million, state net operating losses of $53.2 million and foreign net operating losses of $0.4 million. The federal and state net operating losses will expire starting with 2033. As of December 31, 2020, the Company had federal net operating losses of $25.9 million and state net operating losses of $1.9 million, which will expire starting in 2033. At December 31, 2021, the Company had federal research tax credit carryforwards of $57 thousand. The Company had no state research tax credit carryforwards. At December 31, 2021, and 2020, the Company recorded unrecognized tax benefits of $57 thousand for both periods. During the years ended December 31, 2021 and 2020, the Company recognized no interest and penalties related to uncertain tax positions. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2021 and 2020 is zero, due to the valuation allowance that would otherwise be recorded on the deferred tax asset associated with the recognized position. The tax years ended December 31, 2018 through December 31, 2021 remain open to examination by the Internal Revenue Service and December 31, 2017 through December 31, 2021 remain open to examination by the California Tax Board. In addition, the utilization of net loss carryforwards is subject to federal and state review for the periods in which those net losses were incurred. The Company is not under audit by any taxing jurisdictions at this time. Utilization of the net operating loss and research tax credit carryforwards are subject to an annual limitation based on changes in ownership, as defined by Section 382 and 383 of the Internal Revenue Code of 1986, as amended. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | 9. Share-based Compensation Legacy Heliogen’s 2013 Stock Incentive Plan (the “2013 Plan”) aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including options and RSU Awards. The Board administers the 2013 Plan, approves the individuals to whom the stock awards will be granted, determines the number of awards to be granted, and the term and vesting pattern of awards, and the exercise price of each option. An aggregate of 20.6 million shares were reserved for issuance under the 2013 Plan. 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 one -year three -based As a result of the Merger, at the Effective Time, the Legacy Heliogen options and RSU Awards that were outstanding immediately prior to the Effective Time were converted by applying the Exchange Ratio (as described in greater detail in Note 1). Except as specifically provided in the Business Combination Agreement, each Exchanged Option and Exchanged RSU Award shall be subject to the same terms and conditions (including applicable vesting, expiration, and forfeiture provisions) that applied to the corresponding Legacy Heliogen option or RSU Award immediately prior to the Effective Time. All stock award activity was retroactively restated to reflect the Exchanged Options and Exchanged RSU Awards. At the special meeting of Athena’s stockholders held on December 28, 2021, the stockholders approved the Heliogen, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Heliogen, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 Plan and the 2021 ESPP were previously approved, subject to shareholder approval, by Athena’s board of directors on November 10, 2021, and on the Closing Date, the board of directors ratified the approval of the 2021 Plan and the 2021 ESPP, which became effective immediately upon the closing of the Merger on December 30, 2021. The aggregate number of shares of Common Stock authorized for issuance under the 2021 Plan will not exceed 11.9 million shares as of December 31, 2021. In addition, such aggregate number of shares of Common Stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 31, 2031, in an amount equal to 4% of the total number of shares of the Company’s Common Stock outstanding on December 31 of the preceding year. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of incentive stock options under the 2021 Plan is 35.7 million shares (equal to 300% of the total number of shares initially reserved for issuance). The aggregate number of shares of Common Stock reserved for issuance under the 2021 ESPP is 4.8 million, plus the number of shares of Common Stock that are automatically added on January 1 of each year for a period of up to ten years, commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (x) 1% of the total number of shares of Common Stock outstanding on December 31 of the preceding year and (y) 9.5 million shares of Common Stock (equal to 200% of the total number of shares initially reserved for issuance). The 2021 Plan aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including options, SARs, restricted stock awards, RSU awards, performance awards, and other stock -based Our total share -based Years ended Operating expense classification 2021 2020 Selling, general, and administrative $ 10,158 $ 147 R&D 1,222 131 Total share-based compensation expense $ 11,380 $ 278 During the year ended December 31, 2021, in connection with the termination of two former employees, we modified their outstanding stock options to accelerate the vesting, and for one of the former employees, to extend the exercise period of the options. Additionally, during the year ended December 31, 2021, stock option grants were modified for three former directors. These modifications for former employees and outgoing directors resulted in total incremental expense of $2.2 million during the year ended December 31, 2021. As of December 31, 2021, the unrecognized compensation cost related to share -based -average Options We value our options using the Black -Scholes -pricing -Scholes -free Prior to the Business Combination, the Company’s common stock was not publicly traded. As a result, the estimated fair value of our common stock required significant judgment by management, including the valuation methodology used, weighting of potential scenarios, and discount rate. Our common stock was measured at fair value for use in the Black -Scholes -weighted we applied a discount for lack of marketability, which was estimated using the Black -Scholes -average -Scholes -pricing Years ended 2021 2020 Expected term (in years) 6.08 5.97 Expected volatility 40.7 % 40.9 % Risk-free interest rate 1.2 % 0.5 % Expected dividend yield — — The following table summarizes the Company’s stock option activity: Number of Shares Weighted Average Weighted Average Exercise Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Outstanding balance as of December 31, 2019 16,161,311 0.10 0.09 8.53 Granted 14,892,844 0.16 0.18 Exercised (113,247 ) 0.09 0.09 11,813 Forfeited (188,745 ) 0.09 0.09 Outstanding balance as of December 31, 2020 30,752,163 0.13 0.13 8.65 2,061,436 Granted 17,582,483 2.34 5.42 Exercised (5,741,547 ) 0.07 0.11 15,598,547 Forfeited (1,736,001 ) 0.24 0.21 Expired (28,940 ) 0.37 0.22 Outstanding balance as of December 31, 2021 40,828,158 1.10 2.41 8.41 535,438,090 Exercisable as of December 31, 2021 15,551,698 0.13 0.13 7.04 239,383,717 Vested as of December 31, 2021 14,243,064 0.06 0.11 6.85 219,457,217 RSU Awards The fair value of RSU Awards is measured at the fair value of the Company’s Common Stock on the grant date, which we estimated using a discounted cash flow approach based on the expected value for the Company as a result of the Business Combination, which was considered likely as of the valuation date in November 2021. The discount rate was based on a venture capital rate of return and the Company’s mezzanine stage of development. In addition, we applied a discount for lack of marketability, which was estimated using the Black -Scholes The table below summarizes the key inputs used in the valuation of the RSU Awards granted in November 2021: Expected time to transaction (in years) 0.09 Discount rate 20 % Expected volatility 50 % Risk-free interest rate 0.1 % Expected dividend yield — % The following table summarizes the Company’s RSU Award activity: Number of Shares Weighted Average Unvested RSA Awards as of December 31, 2020 — $ — Granted 4,440,067 $ 9.00 Unvested RSA Awards as of December 31, 2021 4,440,067 $ 9.00 |
Losses Per Share
Losses Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Losses Per Share [Abstract] | |
Losses Per Share | 10. Losses Per Share Basic and diluted losses per share (“EPS”) were as follows ($ in thousands): Years ended 2021 2020 Numerator Net loss $ (142,191 ) $ (7,437 ) Denominator Denominator for basic EPS – weighted-average shares 11,970,550 7,978,512 Effect of dilutive securities — — Denominator for diluted EPS – weighted-average shares 11,970,550 7,978,512 EPS – Basic and Diluted $ (11.88 ) $ (0.93 ) As of December 31, 2021 and 2020, 40,828,158 and 30,752,163 outstanding stock options, respectively, were excluded from the calculation of EPS, as their impact would be anti -dilutive -dilutive As of December 31, 2021, 8,566,666 outstanding common stock warrants and were excluded from the calculation of EPS, as their impact would be anti -dilutive -dilutive As of December 31, 2020, 117,886,982 outstanding convertible preferred shares were excluded from the calculation of EPS, as their impact, which would be equivalent to 121,038,967 -dilutive |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions Idealab The Chief Executive Officer of our Company also serves as the chairman of the board of directors 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 year ended December 31, 2021. All expenses or amounts paid to Idealab pursuant to these agreements are reported within selling, general, and administrative in the Consolidated Statements of Operations and Comprehensive Loss. In May 2021, Heliogen sub -leased Note 12 — Leases -lease -lease -lease The amounts charged to us or reimbursed by us under these agreements were as follows ($ in thousands): Years ended 2021 2020 Administrative services provided by Idealab $ 1,334 $ 536 Reimbursement to Idealab for expenses incurred — 281 Total Idealab transactions $ 1,334 $ 817 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Leases | 12. Leases The Company enters into lease arrangements, primarily for real estate, all of which are classified as operating leases. There are no material residual value guarantees. Pasadena, CA Lease. seven -year Long Beach Lease. -year The right -of-use December 31, $ in thousands 2021 2020 Operating lease right-of-use assets $ 16,093 $ 612 Operating lease liabilities, current 2,240 209 Operating lease liabilities, non-current 14,183 403 The components of lease costs were as follows: Years ended $ in thousands 2021 2020 Operating lease cost $ 1,294 $ 230 Sublease income (85 ) — Total lease cost $ 1,209 $ 230 The following is a maturity analysis of the future undiscounted cash flows associated with our operating lease liabilities: $ in thousands Year Ended 2022 $ 2,390 2023 2,641 2024 2,546 2025 2,624 2026 2,630 Thereafter 9,810 Total future lease payments $ 22,641 Less: Imputed interest (6,218 ) Present value of future lease payments $ 16,423 The weighted -average December 31, 2021 2020 Weighted-average remaining lease term (years) 8.7 2.7 Weighted-average discount rate 6.9 % 6.0 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and 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 consolidated financial statements as of and for the year ended December 31, 2021. Although we cannot predict the outcome of legal or other proceedings with certainty, when it is probable that a loss has been incurred and the amount is reasonably estimable, U.S. GAAP requires us to accrue an estimate of the probable loss or range of loss or make a statement that such an estimate cannot be made. We follow a thorough process in which we seek to estimate the reasonably possible loss or range of loss, and only if we are unable to make such an estimate do we conclude and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion of legal proceedings, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated. 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 On August 30, 2021, the Company’s predecessor, Athena, received a litigation demand letter (the “Class Vote Demand”) on behalf of Athena’s stockholder FWD LKNG GDD Irrevocable Trust. The Demand alleged that Athena violated Section 242(b)(2) of the Delaware General Corporation Law by not requiring separate class votes for holders of the Athena Class A and Class B Common Stock in connection with certain aspects of the business combination between Athena and Heliogen. According to the Class Vote Demand, a class vote was required under Section 242(b)(2) because consideration to the stockholders of Heliogen was to 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 concluded that such separate class vote was advisable to prevent disruption to the proposed transaction with Heliogen, and to avoid the delay and expense of potential litigation and amended its Form S -4 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 14. Fair Value of Financial 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 on a recurring basis are summarized in the following table by fair value measurement level ($ in thousands): December 31, Description Level 2021 2020 Assets: Investments 1 $ 32,332 $ — Liabilities: Public Warrants 1 $ 14,167 $ — Private Warrants 2 396 — Legacy Heliogen preferred stock warrants 3 — 46 The following table summarizes the reconciliation of our level 3 fair value measurements ($ in millions): Instrument December 31, 2020 Issuances (1) Losses (2) Conversion (3) December 31, 2021 SAFE Instruments $ — 83,411 86,907 (170,318 ) $ — Legacy Heliogen preferred stock warrants $ 46 — 2,965 (3,011 ) $ — ____________ (1) Net of issuance costs. (2) The losses for the changes in the fair value of the SAFE Instruments and preferred stock warrants are reported in our Consolidated Statements of Operations and Comprehensive Loss in the line items SAFE Instrument remeasurement and warrant remeasurement, respectively. (3) On December 30, 2021, immediately prior to the Merger closing, the SAFE Instruments and preferred stock warrants were converted into 20,080,464 shares of common stock and 354,738 shares of common stock, respectively. The fair value of the Public Warrants, which are publicly -traded The SAFE Instruments and Legacy Heliogen preferred stock warrants were initially measured at fair value using a probability -weighted -Scholes The table below summarizes key inputs used in the valuation for the SAFE Instruments and Legacy Heliogen preferred stock warrants at their time of conversion on December 30, 2021: Expected volatility 50.0 % Risk-free interest rate 0.1 % Dividend yield — |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Investments | 15. Investments Investments in fixed maturity securities with original maturities of ninety -one -for-sale Investment type Amortized Unrealized Losses Fair Corporate bonds $ 32,349 $ (17 ) $ 32,332 Total $ 32,349 $ (17 ) $ 32,332 There were no credit losses recognized for the year ended December 31, 2021 and no allowance for credit losses as of December 31, 2021. There were no realized gains or losses on investments during the year ended December 31, 2021. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 16. Supplemental Cash Flow Information Cash flows related to interest and leases and non -cash Years ended 2021 2020 Supplemental disclosures: Cash paid for interest $ 4 $ — Cash paid for amounts included in the measurement of operating lease liabilities 1,152 134 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,757 $ 601 Warrants assumed as part of Business Combination 10,880 — Fair value of contingent consideration for HelioHeat Acquisition 2,009 — Transaction costs incurred but not yet paid 1,474 — Net working capital assumed as part of Business Combination 1,153 — Capital expenditures incurred but not yet paid 429 25 Non-cash settlement of note receivable 45 — The following reconciles cash, cash equivalents and restricted cash ($ in thousands): December 31, 2021 2020 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 190,081 $ 18,334 Restricted cash 1,500 — Total cash, cash equivalents and restricted cash $ 191,581 $ 18,334 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, the fair values of share -based -lived |
Segments | Segments The Company operates as one operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for the purposes of allocating resources and assessing performance. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021 and 2020, our cash and cash equivalents balances were $190.1 million and $18.3 million, respectively. Restricted cash of $1.5 million is comprised of a standby letter of credit issued in relation to the lease for our new Long Beach, California facility. |
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 -for-sale The Company reviews its available -for-sale -credit -offs -for-sale -for-sale |
Accounts Receivable | Accounts Receivable We record accounts receivable based on contracted prices when we obtain an unconditional right to payment under the terms of our contracts. The carrying value of such receivables, net of the allowance for credit losses, represents the estimated net realizable value. Payment terms for sales are generally due upon demand or within 60 days of satisfying the associated performance obligations. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, 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. |
Allowance for Credit Losses | Allowance for Credit Losses The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We estimate allowances for credit losses using relevant available information from both internal and external sources. We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. Such methods and estimates are adjusted, as appropriate, for relevant past events, current conditions, and reasonable and supportable forecasts. We recognize write -offs |
Property, Plant and Equipment | Property, Plant and Equipment We report our property, plant and equipment at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period, and any expenditures that substantially add to the value of or substantially extend the useful life of the assets. We capitalize costs related to computer software obtained or developed for internal use, which generally includes enterprise -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 |
Leases | Leases Upon commencement of a lease, we recognize a lease liability for the present value of the lease payments not yet paid, discounted using an interest rate that represents our ability to borrow on a collateralized basis over a period that approximates the lease term. We also recognize a lease asset, which represents our right to control the use of the underlying property, plant, or equipment, at an amount equal to the lease liability, adjusted for prepayments and initial direct costs. We subsequently recognize the cost of operating leases on a straight -line -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. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is not amortized but is evaluated for impairment at the reporting unit level. The Company determined it has one reporting unit as of December 31, 2021, which is the same as its single operating segment. The Company performs its goodwill impairment evaluation at least annually, as of October 1, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying value. The Company may first apply a qualitative assessment to determine if it is more likely than not that goodwill is impaired. If the qualitative assessment indicates that it is more likely than not that impairment exists, or if the Company chooses to bypass the assessment, a quantitative assessment is performed, which involves comparing the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its estimated fair value, the Company would record an impairment loss equal to the excess. The Company performed its annual goodwill assessment as of October 1, 2021 and concluded it was more likely than not that the fair value of our reporting unit exceeds its carrying value, and no impairment loss was recognized during the year ended December 31, 2021. As of December 31, 2021, the Company had goodwill of $4.2 million related to our acquisition of HelioHeat GmbH (“HelioHeat”) in September 2021 (the “HelioHeat Acquisition”). See Note 5 for additional information on the HelioHeat Acquisition and goodwill. The Company had no goodwill balance as of December 31, 2020, and there were no accumulated impairment losses as of December 31, 2021 and 2020. |
Capitalized Implementation Costs | Capitalized Implementation Costs Implementation costs incurred in cloud computing hosting arrangements that are service contracts are capitalized. These costs include external direct costs for materials and services. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalized implementation costs are recorded within other long -term -line |
Asset Impairments | Asset Impairments We assess long -lived -lived -lived -lived -lived -lived -period -lived -lived useful life. For purposes of recognition and measurement of an impairment loss, long -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 We consider a long -lived -lived |
Debt | Debt Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. -19 Other Debt. |
Revenue Recognition | Revenue Recognition We recognize revenue over time as work is performed using the incurred costs method, which we believe is the method that most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed -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 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 Contract Assets and Liabilities. -of-completion -term -of-completion Retainage, included in contract assets, represent the amounts withheld from billings by our clients pursuant to provisions in the contracts and may not be paid to us until the completion of specific tasks or the completion of the project and, in some instances, for even longer periods. Retainage may also be subject to restrictive conditions such as performance guarantees. As a practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less. Additionally, we do not adjust the consideration in a contract for the effects of a significant financing component when the consideration is received as a form of performance security. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and totaled $0.8 million and $0.2 million, for the years ended December 31, 2021 and 2020, respectively. Advertising costs are presented within selling, general, and administrative expense in our consolidated statements of operations. |
Research and Development | Research and Development We incur research and development costs during the process of researching and developing new products and enhancing our existing products, technologies, and manufacturing processes. Our research and development costs consist primarily of employee compensation, materials and outside services. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial scale -up |
Share-Based Compensation | Share-Based Compensation We recognize share -based four -based -based -line -based -end -based -vesting |
Commitments and Contingencies | Commitments and Contingencies We record liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes whereby we calculate deferred tax assets or liabilities using the enacted tax rates and tax law applicable to when any temporary differences are expected to reverse. We establish valuation allowances, when necessary, to reduce deferred tax assets to the extent it is more likely than not that such deferred tax assets will not be realized. 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. |
Fair Value Measurements | Fair Value Measurements We measure certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. 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. |
Accounting Standards | Accounting Standards In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -12 -12 In August 2020, the FASB issued ASU No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -converted -06 In October 2021, the FASB issued ASU No. 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 . Revenue from Contracts with Customers -08 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of ownership cmmon stock outstanding | Shares % Heliogen Stockholders (1) 154,819 84.4 Athena Public Stockholders 2,271 1.2 Sponsor Shares (2)(3) 9,267 5.1 Sponsor Shares (4) 510 0.3 PIPE Investors 16,500 9.0 Total (1)(2) 183,367 100.0 (1) Excludes 40.8 million common shares issuable upon exercise of Heliogen’s outstanding stock options, 4.4 million common shares issuable upon vesting and settlement of Heliogen’s RSU Awards and 0.5 million restricted shares subject to vesting. (2) Does not take into account, at the time of the Closing Date, the dilutive impact of the shares of Common Stock issuable in connection with the Warrants (as defined in Note 4) totaling approximately 8.6 million shares, which became exercisable on March 18, 2022. (3) Shares attributable to Athena Technology Sponsor LLC (the “Sponsor”) received in exchange for the Class B common stock and private placement units (each unit comprising one share of common stock and one -third (4) Shares issued as consideration for anti -dilution $ in thousands Cash – PIPE Investment $ 165,000 Cash – Athena Trust Account, net of redemptions and cash on hand 22,848 Less: Athena transaction costs and advisory fees paid (16,186 ) Less: Heliogen transaction costs and advisory fees paid (12,262 ) Net proceeds from Business Combination and PIPE financing 159,400 Less: Accrued transaction costs (1,474 ) Add: Prepaid expenses and receivables assumed as part of Business Combination 1,651 Less: Warrants assumed as part of Business Combination (10,880 ) Less: Accounts payable assumed as part of Business Combination (498 ) Reverse recapitalization and PIPE financing, net $ 148,199 |
Schedule of condensed consolidated balance sheets | The effects of correcting the immaterial errors in our previously filed Condensed Consolidated Financial Statements are as follows: Condensed Consolidated Balance Sheets As of As of As Initially Reported Adjustments As Revised As Initially 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 current 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 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 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 current 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Years ended $ in thousands 2021 2020 Project revenue $ 2,342 $ — Services revenue 6,462 200 Total revenue $ 8,804 $ 200 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of consideration transferred | 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 assets acquired and liabilities assumed | Cash and cash equivalents $ 30 Prepaid and other current assets 33 Property, plant and equipment, net 6 Goodwill 4,204 Total assets acquired 4,273 Accrued expenses and other current liabilities 74 Contract liabilities (1) 390 Debt 41 Total liabilities assumed 505 Net assets acquired $ 3,768 (1) The acquired contract liability for the assumed customer contracts was measured in accordance with ASC 606 pursuant to ASU 2021 -08 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | Estimated Useful Lives in Years December 31, $ in thousands 2021 2020 Property, plant, and equipment, gross Leasehold improvements 5 – 7 $ 699 $ 575 Computer equipment 2 – 3 1,532 149 Machinery, vehicles, and other equipment 5 – 10 1,188 60 Furniture and fixtures 2 – 5 314 10 Construction in progress 1,076 — Total property, plant, and equipment, gross 4,809 794 Accumulated depreciation (707 ) (219 ) Total property, plant, and equipment, net $ 4,102 $ 575 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | The following summarizes the balances of accrued expenses and other current liabilities: Years Ended $ in thousands 2021 2020 Payroll and other employee benefits $ 862 $ 155 Professional fees 1,379 108 Research and development costs 1,895 — Operating lease liabilities, current portion 2,240 209 Other accrued expenses 598 53 Total accrued expenses and other current liabilities $ 6,974 $ 525 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of domestic and foreign pre-tax income | The domestic and foreign components of pre -tax Years Ended $ in thousands 2021 2020 Domestic $ (141,536 ) $ (7,437 ) Foreign (653 ) — Total loss before tax $ (142,189 ) $ (7,437 ) |
Schedule of effective income tax rate reconciliation | The effective tax rate of the provision for income tax differs from the federal statutory rate as follows for the periods indicated: Years Ended December 31, $ in thousands 2021 2020 U.S. federal statutory income tax rate $ (29,860 ) 21.0 % $ (1,562 ) 21.0 % State taxes, net of federal benefit (3,929 ) 2.8 % (75 ) 1.0 % SAFE instruments remeasurement 18,250 (12.8 )% — — % Warrant liability remeasurement 1,397 (1.0 )% — — % Transaction costs (1,531 ) 1.1 % — — % Valuation allowance 15,875 (11.2 )% 1,770 (23.8 )% Other (200 ) 0.1 % (133 ) 1.8 % Income tax expense $ 2 — % $ — % — % |
Schedule of deferred tax assets and liabilities | The components of the deferred tax assets are as follows for the periods indicated: Years Ended $ in thousands 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 21,265 $ 5,605 Stock compensation 1,705 158 Operating lease liability 4,896 171 Other 1,662 606 Gross deferred tax assets 29,528 6,540 Less: Valuation allowance (22,640 ) (6,258 ) Net deferred tax assets 6,888 282 Deferred tax liabilities: Depreciation and amortization (887 ) (111 ) Right of use asset (4,824 ) (171 ) Other (1,177 ) — Net deferred income taxes $ — $ — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share-based compensation expense | Years ended Operating expense classification 2021 2020 Selling, general, and administrative $ 10,158 $ 147 R&D 1,222 131 Total share-based compensation expense $ 11,380 $ 278 |
Schedule of summary valuation assumptions | Years ended 2021 2020 Expected term (in years) 6.08 5.97 Expected volatility 40.7 % 40.9 % Risk-free interest rate 1.2 % 0.5 % Expected dividend yield — — The table below summarizes the key inputs used in the valuation of the RSU Awards granted in November 2021: Expected time to transaction (in years) 0.09 Discount rate 20 % Expected volatility 50 % Risk-free interest rate 0.1 % Expected dividend yield — % |
Schedule of stock option activity | Number of Shares Weighted Average Weighted Average Exercise Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Outstanding balance as of December 31, 2019 16,161,311 0.10 0.09 8.53 Granted 14,892,844 0.16 0.18 Exercised (113,247 ) 0.09 0.09 11,813 Forfeited (188,745 ) 0.09 0.09 Outstanding balance as of December 31, 2020 30,752,163 0.13 0.13 8.65 2,061,436 Granted 17,582,483 2.34 5.42 Exercised (5,741,547 ) 0.07 0.11 15,598,547 Forfeited (1,736,001 ) 0.24 0.21 Expired (28,940 ) 0.37 0.22 Outstanding balance as of December 31, 2021 40,828,158 1.10 2.41 8.41 535,438,090 Exercisable as of December 31, 2021 15,551,698 0.13 0.13 7.04 239,383,717 Vested as of December 31, 2021 14,243,064 0.06 0.11 6.85 219,457,217 |
Schedule of RSU award activity | Number of Shares Weighted Average Unvested RSA Awards as of December 31, 2020 — $ — Granted 4,440,067 $ 9.00 Unvested RSA Awards as of December 31, 2021 4,440,067 $ 9.00 |
Losses Per Share (Tables)
Losses Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Losses Per Share [Abstract] | |
Schedule of basic and diluted losses per share (“EPS”) | Basic and diluted losses per share (“EPS”) were as follows ($ in thousands): Years ended 2021 2020 Numerator Net loss $ (142,191 ) $ (7,437 ) Denominator Denominator for basic EPS – weighted-average shares 11,970,550 7,978,512 Effect of dilutive securities — — Denominator for diluted EPS – weighted-average shares 11,970,550 7,978,512 EPS – Basic and Diluted $ (11.88 ) $ (0.93 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of amounts charged to us or reimbursed by us under these agreements | The amounts charged to us or reimbursed by us under these agreements were as follows ($ in thousands): Years ended 2021 2020 Administrative services provided by Idealab $ 1,334 $ 536 Reimbursement to Idealab for expenses incurred — 281 Total Idealab transactions $ 1,334 $ 817 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of lease assets and liabilities | The right -of-use December 31, $ in thousands 2021 2020 Operating lease right-of-use assets $ 16,093 $ 612 Operating lease liabilities, current 2,240 209 Operating lease liabilities, non-current 14,183 403 |
Schedule of lease costs | The components of lease costs were as follows: Years ended $ in thousands 2021 2020 Operating lease cost $ 1,294 $ 230 Sublease income (85 ) — Total lease cost $ 1,209 $ 230 |
Schedule of operating lease liability maturity | The following is a maturity analysis of the future undiscounted cash flows associated with our operating lease liabilities: $ in thousands Year Ended 2022 $ 2,390 2023 2,641 2024 2,546 2025 2,624 2026 2,630 Thereafter 9,810 Total future lease payments $ 22,641 Less: Imputed interest (6,218 ) Present value of future lease payments $ 16,423 |
Schedule of weighted-average remaining lease terms and discount rates | December 31, 2021 2020 Weighted-average remaining lease term (years) 8.7 2.7 Weighted-average discount rate 6.9 % 6.0 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | December 31, Description Level 2021 2020 Assets: Investments 1 $ 32,332 $ — Liabilities: Public Warrants 1 $ 14,167 $ — Private Warrants 2 396 — Legacy Heliogen preferred stock warrants 3 — 46 |
Schedule of reconciliation of level 3 fair value liabilities | Instrument December 31, 2020 Issuances (1) Losses (2) Conversion (3) December 31, 2021 SAFE Instruments $ — 83,411 86,907 (170,318 ) $ — Legacy Heliogen preferred stock warrants $ 46 — 2,965 (3,011 ) $ — (1) Net of issuance costs. (2) The losses for the changes in the fair value of the SAFE Instruments and preferred stock warrants are reported in our Consolidated Statements of Operations and Comprehensive Loss in the line items SAFE Instrument remeasurement and warrant remeasurement, respectively. (3) On December 30, 2021, immediately prior to the Merger closing, the SAFE Instruments and preferred stock warrants were converted into 20,080,464 shares of common stock and 354,738 shares of common stock, respectively. |
Schedule of fair value inputs and valuation techniques | Expected volatility 50.0 % Risk-free interest rate 0.1 % Dividend yield — |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of investments in fixed maturity securities with original maturities | Investment type Amortized Unrealized Losses Fair Corporate bonds $ 32,349 $ (17 ) $ 32,332 Total $ 32,349 $ (17 ) $ 32,332 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Years ended 2021 2020 Supplemental disclosures: Cash paid for interest $ 4 $ — Cash paid for amounts included in the measurement of operating lease liabilities 1,152 134 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,757 $ 601 Warrants assumed as part of Business Combination 10,880 — Fair value of contingent consideration for HelioHeat Acquisition 2,009 — Transaction costs incurred but not yet paid 1,474 — Net working capital assumed as part of Business Combination 1,153 — Capital expenditures incurred but not yet paid 429 25 Non-cash settlement of note receivable 45 — |
Schedule of reconciliation of cash and cash equivalents | December 31, 2021 2020 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 190,081 $ 18,334 Restricted cash 1,500 — Total cash, cash equivalents and restricted cash $ 191,581 $ 18,334 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2021USD ($) | |
Organization and Basis of Presentation (Details) [Line Items] | ||||
Emerging growth description | (i) the last day of the fiscal year: (a) following March 19, 2026, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a “large accelerated filer”, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. | |||
Exchange ratio | 2.013 | |||
common stock, par share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares (in Shares) | shares | 200,600,000 | |||
Business combination per share (in Dollars per share) | $ / shares | $ 10 | |||
Investors purchased shares (in Shares) | shares | 16,500,000 | |||
Aaggregate gross proceeds | $ 165,000 | |||
Business combination description | (1) Excludes 40.8 million common shares issuable upon exercise of Heliogen’s outstanding stock options, 4.4 million common shares issuable upon vesting and settlement of Heliogen’s RSU Awards and 0.5 million restricted shares subject to vesting.(2) Does not take into account, at the time of the Closing Date, the dilutive impact of the shares of Common Stock issuable in connection with the Warrants (as defined in Note 4) totaling approximately 8.6 million shares, which became exercisable on March 18, 2022.(3) Shares attributable to Athena Technology Sponsor LLC (the “Sponsor”) received in exchange for the Class B common stock and private placement units (each unit comprising one share of common stock and one-third of one warrant) issued by Athena to the Sponsor in connection with Athena’s initial public offering.(4) Shares issued as consideration for anti-dilution rights waived by the Sponsor. | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 8,804 | $ 200 | ||
Accumulated deficit | $ (171,363) | $ (29,172) | $ 200 | |
Total shareholders’ deficit | $ 100 | |||
Business Combination [Member] | ||||
Organization and Basis of Presentation (Details) [Line Items] | ||||
Exchange ratio | 2.013 | |||
Common stock value | $ 45,800 | |||
Revision of Prior Period, Adjustment [Member] | ||||
Organization and Basis of Presentation (Details) [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 200 | |||
Accumulated deficit | $ 116 | $ 546 | ||
Common Stock [Member] | ||||
Organization and Basis of Presentation (Details) [Line Items] | ||||
Exchange ratio | (2.013) | |||
common stock, par share (in Dollars per share) | $ / shares | $ 0.0001 | |||
Consideration amount | $ 154,800 | |||
Athena Technology Acquisition Corp. [Member] | ||||
Organization and Basis of Presentation (Details) [Line Items] | ||||
common stock, par share (in Dollars per share) | $ / shares | $ 0.001 | |||
Converted exchanged | 1 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)shares | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total shares (in Shares) | shares | 183,367 | [1],[2] |
Cash – PIPE Investment | $ 165,000 | |
Cash – Athena Trust Account, net of redemptions and cash on hand | 22,848 | |
Less: Athena transaction costs and advisory fees paid | (16,186) | |
Less: Heliogen transaction costs and advisory fees paid | (12,262) | |
Net proceeds from Business Combination and PIPE financing | 159,400 | |
Less: Accrued transaction costs | (1,474) | |
Add: Prepaid expenses and receivables assumed as part of Business Combination | 1,651 | |
Less: Warrants assumed as part of Business Combination | (10,880) | |
Less: Accounts payable assumed as part of Business Combination | (498) | |
Reverse recapitalization and PIPE financing, net | $ 148,199 | |
Heliogen, Inc. [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total percentage | 100.00% | [1],[2] |
Heliogen Stockholders [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total shares (in Shares) | shares | 154,819 | [2] |
Heliogen Stockholders [Member] | Heliogen, Inc. [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total percentage | 84.40% | [2] |
Athena Public Stockholders [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total shares (in Shares) | shares | 2,271 | |
Athena Public Stockholders [Member] | Heliogen, Inc. [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total percentage | 1.20% | |
PIPE Investors [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total shares (in Shares) | shares | 16,500 | |
PIPE Investors [Member] | Heliogen, Inc. [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total percentage | 9.00% | |
Athena’s Founder Shares and Private Placement Units [Member] | Sponsor Shareholders [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total shares (in Shares) | shares | 9,267 | [1],[3] |
Athena’s Founder Shares and Private Placement Units [Member] | Sponsor Shareholders [Member] | Heliogen, Inc. [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total percentage | 5.10% | [1],[3] |
Shares with Anti-Dilutive Rights Waived [Member] | Sponsor Shareholders [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total shares (in Shares) | shares | 510 | [4] |
Shares with Anti-Dilutive Rights Waived [Member] | Sponsor Shareholders [Member] | Heliogen, Inc. [Member] | ||
Organization and Basis of Presentation (Details) - Schedule of ownership cmmon stock outstanding [Line Items] | ||
Total percentage | 0.30% | [4] |
[1] | Does not take into account, at the time of the Closing Date, the dilutive impact of the shares of Common Stock issuable in connection with the Warrants (as defined in Note 4) totaling approximately 8.6 million shares, which became exercisable on March 18, 2022. | |
[2] | Excludes 40.8 million common shares issuable upon exercise of Heliogen’s outstanding stock options, 4.4 million common shares issuable upon vesting and settlement of Heliogen’s RSU Awards and 0.5 million restricted shares subject to vesting. | |
[3] | Shares attributable to Athena Technology Sponsor LLC (the “Sponsor”) received in exchange for the Class B common stock and private placement units (each unit comprising one share of common stock and one -third | |
[4] | Shares issued as consideration for anti -dilution |
Organization and Basis of Pre_5
Organization and Basis of Presentation (Details) - Schedule of condensed consolidated balance sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | |
As Initially Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | $ 101,838 | $ 92,229 | |
Contract liabilities | 1,944 | 2,439 | |
Accrued expenses and other current liabilities | [1] | 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] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | |||
Contract liabilities | (275) | 75 | |
Accrued expenses and other current liabilities | [1] | (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] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total assets | 101,838 | 92,229 | |
Contract liabilities | 1,669 | 2,514 | |
Accrued expenses and other current liabilities | [1] | 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 | |
[1] | At June 30, 2021, accrued expenses and other payables and current 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. |
Organization and Basis of Pre_6
Organization and Basis of Presentation (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) |
Organization and Basis of Pre_7
Organization and Basis of Presentation (Details) - Schedule of condensed consolidated statements of cash flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | ||
As Initially Reported [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net loss | $ (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 | 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 | (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 current 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | Mar. 11, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Accounting Policies [Abstract] | |||
Number of operating segments | 1 | ||
Cash and cash equivalents | $ 190,100,000 | $ 18,300,000 | |
Restricted cash | 1,500,000 | ||
Available-for-sale securities | 300,000 | ||
Credit losses were recognized | 0 | ||
Allowance for credit losses | 0 | 0 | |
Depreciation expense | $ 500,000 | 100,000 | |
Number of reporting units | 1 | ||
Impairment loss | $ 0 | ||
Goodwill | 4,204,000 | ||
Accumulated impairment loss | 0 | 0 | |
Computing implementation costs | 1,200,000 | ||
Computing implementation costs | 49,000 | ||
Amount recognized | 0 | ||
Asset impairments | 0 | 0 | |
Principal amount | 400,000 | ||
Accrued interest paid | $ 3,000 | ||
Debt outstanding | 35,000 | 87,000 | |
Advertising costs | $ 800,000 | $ 200,000 | |
Requisite service period | 4 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Recognize revenue | $ 9.2 |
Provisions for contract losses | 6.5 |
Amortized cost of revenue | 1.3 |
Accounts receivables | 3.5 |
Trade receivables | 0.9 |
Unbilled receivables | 2.6 |
Contract liabilities | 0.5 |
Deferred revenue | 5.8 |
Revenue recognized | $ 5.3 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 8,804 | $ 200 |
Project revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,342 | |
Services revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 6,462 | $ 200 |
Convertible Instruments and E_2
Convertible Instruments and Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Instruments and Equity (Details) [Line Items] | ||||
Shares authorized | 10,000,000 | 121,348,911 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | 320,000,000 | ||
Common stock, shares outstanding | 183,367,037 | 8,160,828 | ||
Common stock, shares issued | 183,367,037 | 8,160,828 | ||
Purchase of warrants (in Dollars) | $ 14,563 | $ 46 | ||
Securities Subject to Mandatory Redemption [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Gross proceeds (in Dollars) | $ 83,400 | |||
Public Warrants [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Warrant per share (in Dollars per share) | $ 0.01 | |||
Common stock equals or exceeds per share (in Dollars per share) | 18 | |||
Private Warrants [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Warrant per share (in Dollars per share) | 0.1 | |||
Common stock equals or exceeds per share (in Dollars per share) | $ 10 | |||
Warrant Shares [Member] | Subsequent Event [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Purchase of aggregate shares (in Dollars) | $ 4,560 | |||
Exercise price, per share (in Dollars per share) | $ 0.01 | |||
Purchase of warrants (in Dollars) | $ 1,800 | |||
Conversion of Convertible Preferred Stock [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Converted shares | 121,038,967 | |||
Conversion of Convertible Preferred Stock [Member] | Legacy Capital Stock [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Converted shares | 60,120,423 | |||
Conversion Of Stock Warrants [Member] | Legacy Capital Stock [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Converted shares | 289,333 | |||
Conversion Of Stock Warrants [Member] | Common Stock [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Converted shares | 582,509 | |||
Conversion Of SAFE Instruments [Member] | Legacy Capital Stock [Member] | Securities Subject to Mandatory Redemption [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Converted shares | 9,973,979 | |||
Conversion Of SAFE Instruments [Member] | Common Stock [Member] | Securities Subject to Mandatory Redemption [Member] | ||||
Convertible Instruments and Equity (Details) [Line Items] | ||||
Converted shares | 20,080,464 |
Acquisition (Details)
Acquisition (Details) - HelioHeat [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Dec. 31, 2021 | |
Acquisition (Details) [Line Items] | ||
Interest acquired | 100.00% | |
Liabilities arising from contingencies | $ 3,000,000 | |
Goodwill | 4,200,000 | |
Goodwill, expected tax deductible amount | 0 | |
Contingent consideration liability | $ 2,000,000 | |
Acquisition related costs | 100,000 | |
Revenue of acquiree | 400,000 | |
Net loss of acquiree | $ 700,000 | |
Paid to HelioHeat’s shareholders [Member] | ||
Acquisition (Details) [Line Items] | ||
Cash paid at closing | 1,000,000 | |
Payments To Acquire Business, Deposit in Escrow Account [Member] | ||
Acquisition (Details) [Line Items] | ||
Cash paid at closing | 500,000 | |
Repay outstanding debt [Member] | ||
Acquisition (Details) [Line Items] | ||
Cash paid at closing | 200,000 | |
Payable upon service conditions [Member] | ||
Acquisition (Details) [Line Items] | ||
Liabilities arising from contingencies | $ 500,000 | |
Liabilities arising from contingencies, term | 3 years | |
Earn-out provisions [Member] | ||
Acquisition (Details) [Line Items] | ||
Liabilities arising from contingencies | $ 2,500,000 | |
Liabilities arising from contingencies, term | 5 years |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of consideration transferred $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Schedule of consideration transferred [Abstract] | ||
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. |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of assets acquired and liabilities assumed $ in Thousands | Dec. 31, 2021USD ($) | |
Schedule of assets acquired and liabilities assumed [Abstract] | ||
Cash and cash equivalents | $ 30 | |
Prepaid and other current assets | 33 | |
Property, plant and equipment, net | 6 | |
Goodwill | 4,204 | |
Total assets acquired | 4,273 | |
Accrued expenses and other current liabilities | 74 | |
Contract liabilities | 390 | [1] |
Debt | 41 | |
Total liabilities assumed | 505 | |
Net assets acquired | $ 3,768 | |
[1] | The acquired contract liability for the assumed customer contracts was measured in accordance with ASC 606 pursuant to ASU 2021 -08 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment, net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, plant, and equipment, gross | ||
Gross total | $ 4,809 | $ 794 |
Accumulated depreciation | (707) | (219) |
Total property, plant, and equipment, net | 4,102 | 575 |
Leasehold improvements [Member] | ||
Property, plant, and equipment, gross | ||
Gross total | 699 | 575 |
Computer equipment [Member] | ||
Property, plant, and equipment, gross | ||
Gross total | 1,532 | 149 |
Machinery, vehicles, and other equipment [Member] | ||
Property, plant, and equipment, gross | ||
Gross total | 1,188 | 60 |
Furniture and fixtures [Member] | ||
Property, plant, and equipment, gross | ||
Gross total | 314 | 10 |
Construction in progress [Member] | ||
Property, plant, and equipment, gross | ||
Gross total | $ 1,076 | |
Minimum [Member] | Leasehold improvements [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 5 years | |
Minimum [Member] | Computer equipment [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 2 years | |
Minimum [Member] | Machinery, vehicles, and other equipment [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 5 years | |
Minimum [Member] | Furniture and fixtures [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 2 years | |
Maximum [Member] | Leasehold improvements [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 7 years | |
Maximum [Member] | Computer equipment [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 3 years | |
Maximum [Member] | Machinery, vehicles, and other equipment [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 10 years | |
Maximum [Member] | Furniture and fixtures [Member] | ||
Property, plant, and equipment, gross | ||
Estimated Useful Lives in Years | 5 years |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Payroll and other employee benefits | $ 862 | $ 155 |
Professional fees | 1,379 | 108 |
Research and development costs | 1,895 | |
Operating lease liabilities, current portion | 2,240 | 209 |
Other accrued expenses | 598 | 53 |
Total accrued expenses and other current liabilities | $ 6,974 | $ 525 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||
Federal and state deferred tax assets | $ 22,600,000 | |
Unrecognized tax benefits | 57,000 | $ 57,000 |
Interest and penalties | 0 | 0 |
Effective tax rate | 0 | 0 |
State and Local Jurisdiction [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax expense | 2,000 | |
Net operating loss | 53,200,000 | 1,900,000 |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Income Taxes (Details) [Line Items] | ||
Tax credit carry forward | 0 | |
Foreign Tax Authority [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax expense | 0 | |
Net operating loss | 400,000 | |
Domestic Tax Authority [Member] | ||
Income Taxes (Details) [Line Items] | ||
Income tax expense | 0 | |
Net operating loss | 79,000,000 | $ 25,900,000 |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Income Taxes (Details) [Line Items] | ||
Tax credit carry forward | $ 57,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of domestic and foreign pre-tax income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of domestic and foreign pre-tax income [Abstract] | ||
Domestic | $ (141,536) | $ (7,437) |
Foreign | (653) | |
Total loss before tax | $ (142,189) | $ (7,437) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of effective income tax rate reconciliation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of effective income tax rate reconciliation [Abstract] | ||
Amount U.S. federal statutory income tax rate | $ (29,860) | $ (1,562) |
Percent U.S. federal statutory income tax rate | 21.00% | 21.00% |
Amount State taxes, net of federal benefit | $ (3,929) | $ (75) |
Percent State taxes, net of federal benefit | 2.80% | 1.00% |
Amount SAFE instruments remeasurement | $ 18,250 | |
Percent SAFE instruments remeasurement | (12.80%) | |
Amount Warrant liability remeasurement | $ 1,397 | |
Percent Warrant liability remeasurement | (1.00%) | |
Amount Transaction costs | $ (1,531) | |
Percent Transaction costs | 1.10% | |
Amount Valuation allowance | $ 15,875 | $ 1,770 |
Percent Valuation allowance | (11.20%) | (23.80%) |
Amount Other | $ (200) | $ (133) |
Percent Other | 0.10% | 1.80% |
Amount Income tax expense | $ 2 | |
Percent Income tax expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 21,265 | $ 5,605 |
Stock compensation | 1,705 | 158 |
Operating lease liability | 4,896 | 171 |
Other | 1,662 | 606 |
Gross deferred tax assets | 29,528 | 6,540 |
Less: Valuation allowance | (22,640) | (6,258) |
Net deferred tax assets | 6,888 | 282 |
Deferred tax liabilities: | ||
Depreciation and amortization | (887) | (111) |
Right of use asset | (4,824) | (171) |
Other | (1,177) | |
Net deferred income taxes |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation (Details) [Line Items] | ||
Stock-based compensation expense, plan modification cost (in Dollars) | $ 1.1 | $ 2.2 |
Unrecognized compensation cost (in Dollars) | $ 72.7 | |
Unrecognized compensation cost, expected period for recognition | 1 year 7 months 28 days | |
2013 Stock Incentive Plan [Member] | ||
Share-based Compensation (Details) [Line Items] | ||
Capital shares reserved for future issuance (in Shares) | 20.6 | |
2013 Stock Incentive Plan [Member] | Stock Options [Member] | ||
Share-based Compensation (Details) [Line Items] | ||
Exercise price, percent of fair market value | 100.00% | |
Term of award | ten years | |
2013 Stock Incentive Plan [Member] | Stock Options [Member] | Vesting Period Two [Member] | ||
Share-based Compensation (Details) [Line Items] | ||
Vesting period | 3 years | |
2013 Stock Incentive Plan [Member] | Incentive Stock Options to 10% or More Stockholder [Member] | ||
Share-based Compensation (Details) [Line Items] | ||
Exercise price, percent of fair market value | 110.00% | |
Term of award | five years | |
2013 Stock Incentive Plan [Member] | Options Granted Generally Vest Twenty-Five Percent [Member] | Vesting Period One [Member] | ||
Share-based Compensation (Details) [Line Items] | ||
Vesting period | 1 year | |
2021 Equity Incentive Plan [Member] | ||
Share-based Compensation (Details) [Line Items] | ||
Number of shares authorized (in Shares) | 11.9 | |
Period to increase of authorized shares | 10 years | |
Percentage of outstanding stock, annual increase | 4.00% | |
Number of shares authorized, maximum amount (in Shares) | 35.7 | |
Percentage of initial shares reserved for issuance | 300.00% | |
2021 ESPP [Member] | ||
Share-based Compensation (Details) [Line Items] | ||
Capital shares reserved for future issuance (in Shares) | 4.8 | |
Period to increase of authorized shares | 10 years | |
Percentage of outstanding stock, annual increase | 1.00% | |
Number of shares authorized, maximum amount (in Shares) | 9.5 | |
Percentage of initial shares reserved for issuance | 200.00% |
Share-based Compensation (Det_2
Share-based Compensation (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 11,380 | $ 278 |
Selling, general, and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 10,158 | 147 |
R&D [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 1,222 | $ 131 |
Share-based Compensation (Det_3
Share-based Compensation (Details) - Schedule of summary valuation assumptions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation (Details) - Schedule of summary valuation assumptions [Line Items] | |||
Expected term (in years) | 6 years 29 days | 5 years 11 months 19 days | |
Expected volatility | 40.70% | 40.90% | |
Risk-free interest rate | 1.20% | 0.50% | |
Expected dividend yield | |||
RSU Awards [Member] | |||
Share-based Compensation (Details) - Schedule of summary valuation assumptions [Line Items] | |||
Expected volatility | 50.00% | ||
Risk-free interest rate | 0.10% | ||
Expected dividend yield | |||
Expected time to transaction (in years) | 1 month 2 days | ||
Discount rate | 20.00% |
Share-based Compensation (Det_4
Share-based Compensation (Details) - Schedule of stock option activity - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock option activity [Abstract] | ||
Number of Shares Outstanding, Beginning balance (in Shares) | 30,752,163 | 16,161,311 |
Weighted Average Grant Date Fair Value Outstanding, Beginning balance | $ 0.13 | $ 0.1 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 0.13 | $ 0.09 |
Weighted Average Remaining Contractual Life (Years) Outstanding, Beginning balance | 8 years 6 months 10 days | |
Number of Shares, Granted (in Shares) | 17,582,483 | 14,892,844 |
Weighted Average Grant Date Fair Value, Granted | $ 2.34 | $ 0.16 |
Weighted Average Exercise Price, Granted | $ 5.42 | $ 0.18 |
Number of Shares, Exercised (in Shares) | (5,741,547) | (113,247) |
Weighted Average Grant Date Fair Value, Exercised | $ 0.07 | $ 0.09 |
Weighted Average Exercise Price, Exercised | $ 0.11 | $ 0.09 |
Weighted Average Remaining Contractual Life (Years), Exercised (in Dollars) | $ 15,598,547 | $ 11,813 |
Number of Shares, Forfeited (in Shares) | (1,736,001) | (188,745) |
Weighted Average Grant Date Fair Value, Forfeited | $ 0.24 | $ 0.09 |
Weighted Average Exercise Price, Forfeited | $ 0.21 | $ 0.09 |
Number of Shares, Expired (in Shares) | (28,940) | |
Weighted Average Grant Date Fair Value, Expired | $ 0.37 | |
Weighted Average Exercise Price, Expired | $ 0.22 | |
Number of Shares Outstanding, Ending balance (in Shares) | 40,828,158 | 30,752,163 |
Weighted Average Grant Date Fair Value, Ending balance | $ 1.1 | $ 0.13 |
Weighted Average Exercise Price, Ending balance | $ 2.41 | $ 0.13 |
Weighted Average Remaining Contractual Life (Years), Ending balance | 8 years 4 months 28 days | 8 years 7 months 24 days |
Aggregate Intrinsic Value, Ending balance (in Dollars) | $ 535,438,090 | $ 2,061,436 |
Number of Shares, Exercisable (in Shares) | 15,551,698 | |
Weighted Average Grant Date Fair Value, Exercisable | $ 0.13 | |
Weighted Average Exercise Price, Exercisable | $ 0.13 | |
Weighted Average Remaining Contractual Life (Years) | 7 years 14 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 239,383,717 | |
Number of Shares Vested (in Shares) | 14,243,064 | |
Weighted Average Grant Date Fair Value Vested | $ 0.06 | |
Weighted Average Exercise Price, Exercisable Vested | $ 0.11 | |
Weighted Average Remaining Contractual Life (Years) | 6 years 10 months 6 days | |
Aggregate Intrinsic Value, Vested (in Dollars) | $ 219,457,217 |
Share-based Compensation (Det_5
Share-based Compensation (Details) - Schedule of RSU award activity - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation (Details) - Schedule of RSU award activity [Line Items] | |
Number of Shares Unvested, beginning balance | shares | |
Weighted Average Grant Date Fair Value, beginning balance | $ / shares | |
Number of Shares Unvested, Granted | shares | 4,440,067 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 9 |
Number of Shares Unvested, ending balance | shares | 4,440,067 |
Weighted Average Grant Date Fair Value, ending balance | $ / shares | $ 9 |
Losses Per Share (Details)
Losses Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Losses Per Share (Details) [Line Items] | ||
Common stock warrants outstanding | 40,828,158 | 30,752,163 |
Restricted Stock Units (RSUs) [Member] | ||
Losses Per Share (Details) [Line Items] | ||
Restricted stock units | 4,440,067 | |
Restricted Stock [Member] | ||
Losses Per Share (Details) [Line Items] | ||
Restricted shares issued | 481,301 | |
Warrant [Member] | ||
Losses Per Share (Details) [Line Items] | ||
Common stock warrants outstanding | 8,566,666 | 381,306 |
Convertible Preferred Shares [Member] | ||
Losses Per Share (Details) [Line Items] | ||
Common stock warrants outstanding | 117,886,982 | |
Common stock shares | 121,038,967 |
Losses Per Share (Details) - Sc
Losses Per Share (Details) - Schedule of basic and diluted losses per share (“EPS”) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||
Net loss | $ (142,191) | $ (7,437) |
Denominator | ||
Denominator for basic EPS – weighted-average shares | 11,970,550 | 7,978,512 |
Effect of dilutive securities | ||
Denominator for diluted EPS – weighted-average shares | 11,970,550 | 7,978,512 |
EPS – Basic and Diluted | $ (11.88) | $ (0.93) |
Related Party Transactions (Det
Related Party Transactions (Details) - Idealab [Member] - Affiliated Entity [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
May 31, 2021 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||
Lease term | 7 years | |
Base rent | $ 150,000 | |
Percentage of escalation clause | 3.00% | |
Rental revenue | $ 85,000 | |
Property Management Agreement [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Building management services | $ 3,000 | |
Shared Facilities Staffing Agreement [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Paid for facilities staff and services | $ 13,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of amounts charged to us or reimbursed by us under these agreements - Affiliated Entity [Member] - Idealab [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Administrative services provided by Idealab | $ 1,334 | $ 536 |
Reimbursement to Idealab for expenses incurred | 281 | |
Total Idealab transactions | $ 1,334 | $ 817 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | Jul. 27, 2021 | May 23, 2021 |
Leases (Details) [Line Items] | ||
Lease term | 5 years | 7 years |
Manufacturing Space in Long Beach, California [Member] | Standby Letters of Credit [Member] | Line of Credit [Member] | ||
Leases (Details) [Line Items] | ||
Debt instrument | 60 days | |
Manufacturing Space in Long Beach, California [Member] | Debt Instrument, Redemption, Period One [Member] | Standby Letters of Credit [Member] | Line of Credit [Member] | ||
Leases (Details) [Line Items] | ||
Line of credit amount | $ 1.5 | |
Manufacturing Space in Long Beach, California [Member] | Debt Instrument, Redemption, Period Two [Member] | Standby Letters of Credit [Member] | Line of Credit [Member] | ||
Leases (Details) [Line Items] | ||
Line of credit amount | $ 1 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of lease assets and liabilities [Abstract] | ||
Operating lease right-of-use assets | $ 16,093 | $ 612 |
Operating lease liabilities, current | 2,240 | 209 |
Operating lease liabilities, non-current | $ 14,183 | $ 403 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of lease costs [Abstract] | ||
Operating lease cost | $ 1,294 | $ 230 |
Sublease income | (85) | |
Total lease cost | $ 1,209 | $ 230 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of operating lease liability maturity $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of operating lease liability maturity [Abstract] | |
2022 | $ 2,390 |
2023 | 2,641 |
2024 | 2,546 |
2025 | 2,624 |
2026 | 2,630 |
Thereafter | 9,810 |
Total future lease payments | 22,641 |
Less: Imputed interest | (6,218) |
Present value of future lease payments | $ 16,423 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of weighted-average remaining lease terms and discount rates | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of weighted-average remaining lease terms and discount rates [Abstract] | ||
Weighted-average remaining lease term (years) | 8 years 8 months 12 days | 2 years 8 months 12 days |
Weighted-average discount rate | 6.90% | 6.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash payment | $ 0.1 | |
Stock-based compensation expense | $ 1.1 | $ 2.2 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Fair Value of Financial Instruments (Details) [Line Items] | |
Common stock per value | $ / shares | $ 10 |
Public Warrants [Member] | |
Fair Value of Financial Instruments (Details) [Line Items] | |
Public warrants | $ / shares | $ 1.7 |
Preferred Stock [Member] | SAFE Instruments [Member] | |
Fair Value of Financial Instruments (Details) [Line Items] | |
Converted shares | 20,080,464 |
Common Stock [Member] | |
Fair Value of Financial Instruments (Details) [Line Items] | |
Converted shares | 20,080,464 |
Common Stock [Member] | SAFE Instruments [Member] | |
Fair Value of Financial Instruments (Details) [Line Items] | |
Converted shares | 354,738 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of assets and liabilities measured at fair value - Fair Value, Recurring [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Level 1 [Member] | ||
Assets: | ||
Investments | $ 32,332 | |
Liabilities: | ||
Public Warrants | 14,167 | |
Level 2 [Member] | ||
Liabilities: | ||
Private Warrants | 396 | |
Level 3 [Member] | ||
Liabilities: | ||
Legacy Heliogen preferred stock warrants | $ 46 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details) - Schedule of reconciliation of level 3 fair value liabilities $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
SAFE Instruments [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Instruments, Beginning balance | ||
Instruments, Issuances | 83,411 | [1] |
Instruments, Losses | 86,907 | [2] |
Instruments, Conversion | (170,318) | [3] |
Instruments, Ending balance | ||
Legacy Heliogen preferred stock warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Instruments, Beginning balance | 46 | |
Instruments, Issuances | [1] | |
Instruments, Losses | 2,965 | [2] |
Instruments, Conversion | (3,011) | [3] |
Instruments, Ending balance | ||
[1] | Net of issuance costs. | |
[2] | The losses for the changes in the fair value of the SAFE Instruments and preferred stock warrants are reported in our Consolidated Statements of Operations and Comprehensive Loss in the line items SAFE Instrument remeasurement and warrant remeasurement, respectively. | |
[3] | On December 30, 2021, immediately prior to the Merger closing, the SAFE Instruments and preferred stock warrants were converted into 20,080,464 shares of common stock and 354,738 shares of common stock, respectively. |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details) - Schedule of fair value inputs and valuation techniques - Fair Value of Financial Instruments [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected volatility | 50.00% |
Risk-free interest rate | 0.10% |
Dividend yield |
Investments (Details) - Schedul
Investments (Details) - Schedule of investments in fixed maturity securities with original maturities $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 32,349 |
Unrealized Losses | (17) |
Fair Value | 32,332 |
Corporate Bonds [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 32,349 |
Unrealized Losses | (17) |
Fair Value | $ 32,332 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental disclosures: | ||
Cash paid for interest | $ 4 | |
Cash paid for amounts included in the measurement of operating lease liabilities | 1,152 | $ 134 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 16,757 | 601 |
Warrants assumed as part of Business Combination | 10,880 | |
Fair value of contingent consideration for HelioHeat Acquisition | 2,009 | |
Transaction costs incurred but not yet paid | 1,474 | |
Net working capital assumed as part of Business Combination | 1,153 | |
Capital expenditures incurred but not yet paid | 429 | 25 |
Non-cash settlement of note receivable | $ 45 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Details) - Schedule of reconciliation of cash and cash equivalents - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | $ 190,081 | $ 18,334 |
Restricted cash | 1,500 | |
Total cash, cash equivalents and restricted cash | $ 191,581 | $ 18,334 |